Membership Subscription Terms of Service Agreement
Should You oppose to, reject or have otherwise any reservations whatsoever regarding the Terms hereof, irrespective of whether having pressed the specifically designated button for refusal (e.g. “Refuse”, “Cancel”, “Back” and the like such buttons) or not, You undertake herein to refrain from accessing, using or signing-up to use the Services, as well as from further uploading, posting or otherwise submitting any User Content (as defined hereinbelow) to or through the Services. Any of the foregoing uses under such circumstances shall be construed as an unauthorized use of the Services, deemed strictly prohibited in accordance to the Terms hereof.
In the event You shall have previously entered into any written agreement with the Company, that either incorporates these Terms by reference therein or govern over the same subject matter, unless explicitly stated under such agreement, the terms and conditions hereof are to be deemed likewise enforceable and binding upon You, regardless of express consent or lack thereof (i.e. Whether should you click or not on the specifically designated button for consent or should you click on the specifically designated button for refusal in accordance with the provided above).
We reserve the right to, at our sole discretion, update, amend or otherwise alter these Terms, the Policies and the Services, from time to time, regardless of prior notice (to the extent permitted by law), including, without limitation, features, specifications, capabilities, functions, licensing terms and general availability. However, we undertake to keep You properly informed in the event of any such changes, by means of posts on the website and remittance of e-mails to Your e-mail address provided upon signing-up. By continuing to access or use the Services, or any related content, on such events following an amendment, update or otherwise alteration hereof, irrespective of any objections or reservations eventually raised by You, whether or not timely, written or otherwise, You explicitly agree and grant Your full and unconstrained consent to become subjected to and bound by those alterations, waiving any right to enjoy or claim, judicially or otherwise, any compensation or indemnification stemming therefrom or in connection thereto. Other than as provided in the Class Action Waiver section of these Terms, any alterations hereof shall take effect immediately upon posted at the website and will apply on a going-forward basis, unless otherwise provided in a notice to You.
If You oppose to, reject or have otherwise any reservations whatsoever regarding an eventual alteration under this Section, You undertake herein to refrain from accessing, using or signing-up to use the Services, as well as from further uploading, posting or otherwise submitting any User Content (as defined hereinbelow) to or through the Services, on any time following that alteration’s effective date. Any of the foregoing uses under such circumstances shall be construed as an unauthorized use of the Services, deemed strictly prohibited in accordance to the Terms hereof.
Without prejudice to the foregoing, should You choose to raise any objections or reservations pursuant to an amendment, update or otherwise alteration in accordance with the foregoing, You may do so within the fifteen (15) days immediately following that alteration’s effective date, provided that You cease and refrain from all further use of the Services as of the date when such objection or reservation is raised until Your receipt of our written reply thereof.
In the event You continue to or otherwise resume the use of the Services after raising an objection or reservation, however prior to receiving our written reply, You shall then be deemed to have expressly agreed with and granted Your full and unconstrained consent to becoming subject to and bound by those alterations, having waived any right to enjoy or claim, judicially or otherwise, any compensation or indemnification thereof, in accordance with the provided hereinabove.
Additional terms may apply to your use of the Services. We will provide any such additional terms to You or post them on the Services in connection with the features to which they may apply; notwithstanding, all such additional terms are incorporated herein by reference.
To use the Services You must be, and You hereby represent and warrant to be, of legal age and competence. By using the Services on behalf of any third-party, You are herein representing to be an authorized representative of that third-party and that your use of the Services constitutes that third-party’s acceptance of these Terms. If You have been previously prohibited from accessing the Services by Us, You are not permitted to access the Services.
C. ACCOUNT REGISTRATION AND CONFIDENTIALITY.
Upon creating an account to use the Services, during the registration process, You shall be requested to provide an username and password. The password provided by You must be a secure, individual password, which shall be required to further access your account and the Services. You are the sole responsible for protecting and safeguarding your username and password from unwarranted disclosure or unauthorized use and You are fully liable for all activities that occur under your username and password.
We reserve the right to, at our sole discretion, deny your registration. Should your registration be denied, any and all use or access of the Services by You shall be construed as an unauthorized use of the Services.
D. UNAUTHORIZED ACCOUNT USE.
You undertake to keep us informed, at all times, over any event of suspected or actual unauthorized use of your username or password, or otherwise breach of security related to your password or the Services. We are not liable for any loss or damage resulting from your failure to protect and safeguard your account from unauthorized or unwarranted access or use, or for your failure to maintain the password confidential and secure. By completing your account registration, You agree that You shall not allow others to use your account and that You are deemed fully responsible for all activities performed under your username and password. Any and all communications We receive under your account shall be deemed to have been made by You. Under no circumstance We shall be liable for any loss, damages, liability, expenses or attorneys’ fees that You may incur as a result of someone else using your username or password, either with or without your knowledge, and regardless of whether You have or have not advised Us of such unauthorized use. You shall be liable for losses, damages, liability, expenses and attorneys’ fees incurred by Us or a eventual third-party due to someone else using your account.
E. INTELLECTUAL PROPERTY RIGHTS.
We and our subsidiaries own all rights, title and interest in and to the Services as well as any to any content derived in whole or in part from material supplied by Us and our partners, as well as other sources including, without limitation, associated intellectual property rights, and are protected under the U.S. Copyright Act, as well as under international treaty provisions, trademarks, service marks copyright, trade secret, patent, trademark and other applicable domestic and international laws. You acknowledge that the Services have been developed, compiled, prepared, revised, selected, and arranged by Us and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and that any and all intellectual property and trademark rights stemming therefrom are owned by, and any goodwill associated with the use of such shall inure to the benefit of, the Company. You agree to protect the Company’s and other relevant third-parties’ proprietary rights in the Services during and after the term of these Terms and to comply with all reasonable written requests made by Us, our suppliers and licensors of content (collectively referred to herein as “Suppliers”), or otherwise to protect theirs and ours contractual, statutory, and common law rights in the Services. In no event shall the Services be deemed sold or assigned to You. Any and all rights not expressly granted by Us are reserved to the Company and its subsidiaries or Suppliers, as the case may be. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Services. You agree to keep Us informed, at all times, immediately upon becoming aware of any unauthorized access or use of the Services by any individual or entity or of any claim that the Services infringe upon any copyright, trademark, or other contractual, statutory, or common law rights. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including without limitation rights in and to all applications and registrations relating to the Services shall, as between You and Us at all times be and remain the sole and exclusive property of the Company.
We are not required to accept unsolicited feedback. Should You provide any feedback about the Services to Us, We shall own all rights in and to such feedback and any derivative technologies and compilations based on or developed through or by using such feedback. You hereby undertake to take all reasonably necessary actions to affect the Company’s rights in and to such effect hereof.
F. USE OF MARKS.
You may not use any of our trademarks, trade names, service marks, copyrights, or logos in any manner which creates the impression that such items belong to or are associated with You or, except as otherwise provided herein, are used with our consent, and You acknowledge that You have no ownership rights in or to any such items.
G. USER CONTENT.
The Services may enable You to, whether publicly or privately, submit, post, upload, publish, link to, transmit, record, display or otherwise make available (collectively, “post”) information and content including, without limitation, text, videos (whether streamed or otherwise), photographs, recordings, reviews, messages, ideas, comments and other content (collectively, “User Content”). You are solely responsible for User Content that You post.
We represent to be, and You further acknowledge to understand that we are, passive conduit for User Content. You acknowledge and agree that all User Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom the User Content originated.
We hereby disclaim, and undertake no responsibility or liability for, any obligation to prevent or identify intellectual property right infringements or to review, assess, monitor or otherwise oversee the User Content submitted, uploaded, distributed or retrieved in connection with use of the Services for possible (i) infringement or enforcing Your rights or third-party rights with respect to Content; (ii) unlawful, inappropriate or unpermitted use; or (iii) non-compliance with governmental laws or regulations.
We further disclaim any guarantee as to the assurance that any User Content will be to Your satisfaction. You acknowledge and agree that, by using the Services (i) You may be exposed to User Content that is offensive, indecent or objectionable; and (ii) Others’ User Content may contain errors or omissions. To this regard You further acknowledge and agree that We are under no obligation to, nor do We, screen or review any User Content posted or published through the Services, for material which may be deemed offensive, indecent, objectionable, or for possible libel, falsehoods, defamatory material, errors or omissions contained therein. Under no circumstances We may be deemed liable, in any way, for any User Content, including, but not limited to, for any defamation, falsehoods, errors or omissions in any such User Content, or for any loss or damage of any kind incurred as a result of the use or publication of any such User Content posted, delivered or otherwise transmitted through the Services.
You undertake to keep Us harmless and indemnified, at all times, against any damage, loss or otherwise liability arising out or in connection with User Content pursuant to the foregoing, and You further undertake to keep Us informed, at all times, about any infringement or suspected infringement of intellectual property rights You may become aware of.
H. USER CONTENT LICENSING, PRESERVATION AND DISCLOSURE.
By posting any User Content on or through the Services, You grant Us a world-wide, perpetual, irrevocable, royalty-free, non-exclusive, and sublicensable, license to use and process such User Content, in whole or in part, under whatever current or future format or medium, provided that under strict compliance with the applicable general data protection regulation and pursuant to the Company’s corporate activities, including, without limitation, to: (i) use, exhibit, broadcast, publish, publicly display, publicly perform, distribute, copy, store, reproduce, promote and store the User Content on, through, or otherwise in connection with the Services; (ii) secure, encode, host, cache, route, reformat, modify, edit, adapt, translate, analyze and create algorithms and reports based on access to and use of the User Content; (iii) create derivative works from, sell, lease, transmit, disassemble, utilize and process the User Content to test and advance the Company’s proprietary technologies and processes.
In addition to the foregoing, You expressly acknowledge and agree that We may preserve and disclose User Content, should it be required by law or, in accordance with these Terms, as it may be reasonably construed as necessary to: (i) comply with legal process; (ii) enforce these Terms; (iii) respond to claims that any User Content violates the rights of third-parties; or (iv) protect our rights, property, or personal safety of our affiliates and the public. You further acknowledge and agree that the technical processing and transmission of the Services, including your User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
I. USER CONTENT REPRESENTATIONS.
You warrant and represent to be solely liable for: (i) obtaining all necessary consents, permissions, licenses and waivers from copyright owners, artists, actors, directors, performers, writers, producers, or any other individuals, in connection with the User Content; (ii) obtaining any required synchronization and master use licenses from the owners of the musical compositions and sound recordings embodied in the User Content, if any; (iii) any payments pertaining to labor unions and guilds, to the extent required under applicable law or collective bargaining agreements or otherwise, as the case may be, in connection with posting and publicizing the User Content; (iv) obtaining public performance licenses from public performance rights collection organizations, if applicable; (v) complying with all laws, rules and applicable regulations; (vi) any Prohibited Content; and (vii) abiding by all the Terms hereof.
You further warrant and represent to own or otherwise control all rights to any User Content that You post on or through the Services. You agree that You will indemnify, defend, and hold Us harmless for all claims resulting from User Content You post. We reserve the right, at our own expense, to assume the exclusive defense and control of such disputes and, in any event, You will cooperate with Us in asserting any available defenses.
J. CONTENT RESTRICTIONS.
Nothing under these Term shall be construed as to grant You, by implication, estoppel, or otherwise, any license or right to use any User Content accessed via the Services, without the prior written consent of that User Content’s owner. Any and all rights not explicitly granted herein are reserved to their owner or otherwise to the holder of their legal title. We may not, under any circumstance, be deemed liable for the: (i) selection, acquisition, distribution and licensing of User Content; or (ii) acquisition and payment of any third-party licenses, rights clearances or other permissions needed from unions, guilds or other entities to use User Content in the manner authorized by You. You are solely responsible for maintaining copies of the User Content and shall take precautionary measures to backup and protect it. We have no obligation to provide You, or otherwise any third-party, with backup or archival copies of any User Content posted on or through the Services.
You further acknowledge and agree that the rights of access to others’ User Content, granted to You on or through the Services, are strictly limited to the terms of those rights that You shall have obtained in connection with the receipt of the User Content itself. Except as explicitly permitted, You may not copy, reproduce, modify, publish, transmit, transfer or sell, maintain, retain, create derivative works from, distribute or re-distribute, perform, link, display or in any way exploit any User Content to which You have gained access through the Services, including, without limitation, by incorporating data and or User Content from the Services into any e-mail, search, catalogue, directory, or other “white pages” products or service, whether browser-based, based on proprietary client-site applications, web-based, or otherwise. You understand, agree and acknowledge that engaging in any of the aforementioned conduct may constitute a crime and other form of unlawful behavior for which you may be held criminally and civilly liable.
K. USER CONTENT REVIEW.
L. USER FEEDBACK.
Provided that duly anonymized, all information provided to Us by e-mail or other mediums including, without limitation, feedbacks, answers, questions, comments, suggestions, plans, ideas or the like, shall be, to the extent permitted by law, deemed non-confidential. We assume no obligation to, under such circumstances, protect any information from disclosure. Our receipt of such information shall in no way prevent the purchase, manufacture or use of similar products, services, plans and ideas by Us for any purpose whatsoever, and We reserve the right to freely reproduce, use, disclose and distribute the information to third-parties, to the greatest extent permitted by law.
M. COMPLIANCE UNDER THE BOLSTERING ONLINE TRANSPARENCY ACT.
Notwithstanding the foregoing, by and throughout your use, access and interactions to and with the Services and related content, You may interact with content generated by, or with the assistance of, automated online accounts (“Bots” or “Automated Profiles”), where none – or substantially none – of the actions and posts of that Automated Profile are the result of, or arise in connection with, a natural person’s profile or otherwise User Content. We further represent to conspicuously mark all such Automated Profiles, assuring that any interaction with an Automated Profile shall be carried in a manner strictly compliant with the Bolstering Online Transparency Act, where applicable, disclaiming any other liability arising thereof. You further acknowledge and agree that, other than posts and content generated by Automated Profiles, We have absolutely no control over the nature of any User Content.
N. PARTNERS CONTENT.
By using the Services You may be exposed to, interact or otherwise be provided with (i) information and content provided by third-parties; (ii) links to third-party websites or resources, such as sellers of goods and services; and (iii) third-party products and services for sale directly to You (hereinafter, collectively “Partners Content”). Under any such circumstances, such Partners Content may contain affiliate marketing links, encoded by third-party partners, through which We may earn a monetary commission for actions executed by You, i.e. clicking on or making final purchases via that Partners Content. Your further acknowledge and consign to have such Partners Contents utilizing cookies for the purpose of assessing your use of the Services.
Notwithstanding, We are not responsible for the availability of such Partners Content and We do not endorse nor may We be deemed liable or undertake any responsibility for (i) any content, advertising, products, or other materials on or available from Partners Content, (ii) any errors or omissions in Partners Contents, or (iii) any information handling practices or other business practices of the operators of Partners Contents. You further acknowledge and agree that We shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Partners Content. Your interactions with Partners Content will be governed by the relevant third-parties’ own terms of service and privacy policies.
O. YOUR LICENSE.
Subject to your compliance with these Terms, We grant You a limited, non-exclusive, non-sublicensable, non-transferable, and revocable, right to access and use the Services for your own personal benefit, provided that in a strictly non-commercial manner.
You acknowledge and understand that You may not use the Services in connection with any business, media purposes, or otherwise commercial endeavors (hereinafter, “Commercial Use” or use by “Commercial Users”, as applicable), under penalty of immediate termination and further legal actions.
For the avoidance of doubt, any use of the Services other than personal and consistent with these Terms, including use by competitors and the media, shall be construed as Commercial Use by Commercial Users, deemed as unauthorized.
P. PROHIBITED CONTENT.
You hereby undertake to refrain from using the Services to upload, download, post, e-mail, transmit, transfer, distribute, display or link to, any User Content that:
(i) May reasonably be construed as violent, vulgar, obscene, pornographic, hateful or racially, sexually, ethnically or otherwise objectionable by, or as intended to harass, abuse, or threaten any, person;
(ii) May degrade others on the basis of gender, race, class, ethnicity, national origin, religion, sexuality, disability or on other likewise morally and ethically reprehensible discrimination criteria;
(iii) Is unlawful, harmful, tortious, defamatory, libelous, or invasive to or of other’s privacy or publicity rights;
(iv) Exploits images or discloses personally identifiable information of children under eighteen (18) years of age or otherwise harms minors in any way;
(v) Contains advertising, offers for sale, or sells any item, whether prohibited or not from advertising or selling by any applicable local, state, national, or international law, specially firearms, explosives, or weapons, alcoholic beverages, tobacco products for human consumption including, without limitation, cigarettes and cigars, items that are indecent or obscene, that are hateful or racially, sexually, ethnically or otherwise objectionable, that contain child pornography, that are otherwise pornographic in nature, any controlled substances or pharmaceuticals, any dangerous items, any items that violate or infringe the rights of other user or otherwise third-parties, any items that you do not have the legal right to sell, and any items that, on doing so through the Services, would cause Us to violate any law;
(vi) Advocates or promotes illegal activity, discusses any illegal activity, irrespective of intent, or that provides instructions for an illegal activity (in whichever case, as determined by Us, in our sole discretion);
(vii) Contains any malicious or invasive software, device, instructions, computer code, files, programs or other content or feature including, without limitation, any time bomb, virus, software lock, worm, self-destruction, drop-device, malicious logic, Trojan horse, trap door, “disabling,” “lock out,” “metering” device or any form of malicious code designed to interrupt, destroy or limit the functionality of any computer software, hardware, or telecommunications equipment, or that could otherwise diminish the quality of, interfere with the performance of, or impair the functionality of, the Services;
(viii) Could disable, overburden, or impair the proper working of the Services;
(ix) Impedes or otherwise prohibits communication or disrupts user discussion;
(x) Infringes, or otherwise may contribute to inducing or facilitating the infringement of, third-parties’ intellectual property rights;
(xi) Contains any trade secrets or other confidential or proprietary information, or any material that You do not have a right to make available under any law or under contractual or fiduciary relationships, including but not limited to inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements;
(xii) Falsely states or otherwise misrepresents your affiliation with a person or entity, or facilitates or enables You to impersonate any person or entity in a manner that does not constitute parody;
(xiii) May, directly or indirectly, be used as or for “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other form of solicitation in violation of the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (“CAN-SPAM Act”);
(xiv) Is in any way related to any raffle, sweepstakes, contest or game requiring a fee by participants
(xv) Violates the law or encourages conduct that would constitute a criminal offense or give rise to civil liability;
(xvi) Violates, or otherwise facilitates violation of, these Terms or any guidelines or Policies posted by Us;
(xvii) Interferes with the use and enjoyment of the Services by any other person.
(xviii) Child pornography, incest, bestiality, rape, and non-consensual mutilation etc...
Q. PROHIBITED ACTIVITIES.
The Services may not be used to, whether intentionally or unintentionally, violate any applicable local, state, national or international law, including, without limitation, any rules of any governmental authority or agency and their regulations with force of law. Use of the Services for any illegal purpose, or any other purpose not expressly permitted in these Terms, is strictly prohibited. Such prohibited uses include, without limitation, the non-exhaustive list of activities hereunder, according to which You may not:
(i) Sell, rent, lease, sublicense or otherwise transfer or distribute the Services to third-parties;
(ii) Modify, translate, reverse engineer, decompile, or disassemble the Services or alter any accompanying documentation;
(iii) Create derivative works based upon the Services;
(iv) Attempt to or otherwise gain unauthorized access to others’ accounts;
(v) Commercially use the Services including, without limitation, for benchmarking or to compile information for a product or service;
(vi) Collect or store personally identifiable information about other user or otherwise third-parties for unwarranted or unlawful purposes;
(vii) Partake in any activities that constitute or aid in software piracy including, but not limited to, making available tools that can be used for no purpose other than for “cracking” software or other copyrighted User Content;
(viii) Copy, download (other than through page caching necessary for personal use, or as otherwise expressly permitted by these Terms), modify, distribute, post, transmit, display, perform, reproduce, broadcast, duplicate, publish, republish, upload, license, reverse engineer, create derivative works from, or offer for sale any content or other information contained on or obtained from or through the Services, by any means except as provided for in these Terms or with our prior written consent;
(ix) Scrape, access, monitor, index, frame, link, or copy any content or information on the Services by accessing the Services in an automated way, using any robot, spider, scraper, web crawler, or any other method of access other than manually accessing the user-available portions of the Services through a browser or accessing the Services through any approved API;
(x) Violate the restrictions in any robot exclusion protocol of the Services, if any, or bypass or circumvent other measures employed to prevent or limit access to the Services;
(xi) Interfere with or disrupt, or attempt to interfere with or disrupt, the Services or our servers and networks connected thereto, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
(xii) Use third-party’s intellectual property, to which You do not hold legal title or right;
(xiii) Alter, destroy or otherwise remove any copyright, trademark or other proprietary notices, images or logos displayed, provided on or embedded within the Services;
(xiv) Through misrepresentation or otherwise, solicit personal or sensitive information from other users including without limitation address, credit card or financial account information, or passwords;
(xv) Impersonate any person or entity including, but not limited to, the Company, its officials or employees, or falsely state or otherwise misrepresent Your affiliation with a person or entity, or make false or misleading indications of origin or fact, employ misleading e-mail addresses or falsify information in the header, footer, return path, or any part of any communication, including e-mails, transmitted through the Services;
(xvi) Frame, inline link, or similarly display the Services or any portion of the Services;
(xvii) Restrict, inhibit, or otherwise interfere with, the use and enjoyment of the Services by any other person.
(xviii) Child pornography, incest, bestiality, rape, and non-consensual mutilation etc...
We reserve the right, in our sole and absolute discretion, to remove any User Content, block access to the Services, and cancel the account of any user deemed in violation of the foregoing.
R. LEGAL COMPLIANCE.
S. PAYMENT TERMS
To the extent that You make a purchase of products offered by Us on the Services, such purchase will be subject to separate terms of sale presented on the website or online service where the purchase is made.
Generally. We may offer products and services for purchase on the Website (“Purchase”). You may choose to pay for those services and products with your credit card or debit card (“Payment Method”), which will be processed by a third-party processor. Once you have made a Purchase, you authorise us to charge your chosen Payment Method. If payment is not received by us from your chosen Payment Method, you agree to promptly pay all amounts due upon demand by us. If the recurring payment was refused, we reserve the right to charge a 2$ convenience fee.
Cancelling Subscriptions. You may cancel your subscriptions via the settings option under your profile or by contacting our Customer Support Service via the FAQ on this website.
Refunds. All charges for purchases are non-refundable, and there are no refunds for partially used periods. Any eventual refund will be made at our discretion only or if we we are obliged to do so by the applicable laws.
T. WARRANTIES AND DISCLAIMERS
6.1. You expressly understand and agree that:
(i) The warranties, if any, applicable to each product eventually advertised or otherwise made available through the Services are provided by the manufacturer of such product. All products are manufactured by third parties.
(ii) Your use of the Services is at your sole risk. We makes no representation, warranty, or guarantee of the services’ suitability for your purposes or the content you may retrieve by or through the Services, nor that the access to and use of the Services shall be secure, uninterrupted or error-free, or that the Services shall function properly in combination with any third-party technology, hardware, software, systems or data. The Services and any content retrieved by or through the Services are provided “as is” and all conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, title, fitness for a particular purpose, or non-infringement are hereby disclaimed to the maximum extent permitted by applicable law. The Services may be subject to interruption, limitations, delays, and other problems inherent in the use of internet applications and electronic communications and We are not responsible for any such delays, mis-delivery, untimely delivery, delivery failures, or any other damage resulting from events beyond our reasonable control. You further understand and agree that any content or other material downloaded, obtained or otherwise accessed through the use of the Services is done at your own discretion and risk and that You are solely responsible for any damages to your computer system, mobile device, technology or loss of data that results in the download of such content or other related material.
(iii) No advice or information, whether oral or written, obtained by You from Us or through or from the Services shall create any warranty.
(iv) We make no representation, warranty, guarantee or promise that the products or services will meet your requirements or achieve any particular results, including employment opportunities.
(v) We will not be responsible for any third-party content on the Services, any links to or third-party websites. We do not vet or verify users that identify themselves as experts on particular topics through the Services, and You further agree not to hold Us responsible for reliance on such experts should You not achieve the results You expect in relying on such experts.
You further warrant to currently be, and undertake to remain, in compliance with all applicable laws and regulations, including without limitation, laws and regulations governing privacy and data protection.
U. LIMITATION OF LIABILITY.
We hereby disclaim any liability, and You expressly understand and agree that, under no circumstances may the Company, or its subsidiaries, be deemed liable for your or any users’ use or misuse of or reliance on the Services or any related content thereof. To the extent permitted by law, in no event the Company shall be deemed liable for any consequential, incidental, direct, indirect, special, punitive, or other damages whatsoever, including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other loss of pecuniary nature, arising out of or in connection with these Terms or the use of or inability to access or use the Services, irrespective of the Company’s eventual prior knowledge of the possibility of such damages, whether in action, contract, tort, strict liability, violation of statute or otherwise. The Company shall not be liable for the cost of replacement products, loss of revenue or loss of good will. Without prejudice to the foregoing, your exclusive remedy and the Company’s total aggregate liability relating to, arising out of, in connection with, or incidental to the Services or these Terms, regardless of cause or reason, shall be restricted to the actual direct damages incurred by You, up to the greater of the amounts (i) either paid by you directly to the Company in consideration for use of the Services or (ii) corresponding to the Company’s net revenue accrued directly in connection with your use of the Services through the month immediately preceding the indemnification event. The limitation set forth herein shall apply on all actions or claims, in aggregate, irrespective of cause of action. Notwithstanding, the provided herein shall not be construed as or operate a waiver of, or otherwise limit, the Company’s ability to obtain injunctive or other equitable relief for breach of these Terms.
Such limitation shall also apply with respect to damages incurred by reason of other services or goods received through or advertised on the Services or received through any links provided in the Services, as well as by reason of any information or advice received through or advertised on the Services or received through any links provided in or through the Services. We do not warrant, endorse, guarantee or assume the responsibility for any product or service advertised or offered by a third-party through the Services or any website featured or linked to or through the Services, and We will not be a party to, or in any way be responsible for monitoring, any transaction between You and third-party providers of products or services. We may not be deemed liable for the offensive or illegal conduct of any third-party. You voluntarily assume the risk of harm or damage from the foregoing. The foregoing limitations shall apply regardless of eventual failure of a remedy in its essential purpose and to the fullest extent permitted by law.
If You are a California resident, You hereby waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” This release includes the criminal acts of others.
You agree to indemnify, defend, keep and hold the Company, its officers, directors, employees, members, shareholders, and representatives (and all successors and assigns of any of the foregoing), harmless and indemnified from and against any claim or demand, including without limitation, reasonable attorneys’ fees, litigation expenses, burden of loss, and any disbursements made by any third-party in connection with or arising out of your use of the Services, your connection to the Services, your violation of these Terms or the Policies, your violation of any applicable law including, without limitation, any claims, lawsuits or proceeding for libel, slander, copyright, and trademark violation, your submission, posting, or transmission of user content to the Services, and your violation of any rights of other persons. We reserve the right, at our own expense, to assume the exclusive defense and control of such disputes and, in any event, You undertake to cooperate with Us in asserting any available defenses.
Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between You and such advertiser. You agree that We shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on or through the Services.
W. CLASS ACTION WAIVER
PLEASE READ THIS SECTION CAREFULLY. IT MAY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
APPLICATION. This Section X is intended to be interpreted broadly and governs, other than the litigation of certain intellectual property and small court claims as provided hereinbelow, any and all disputes, controversies and claims between Us including, without limitation to, claims arising out of or relating to any aspect of the relationship between Us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before these Terms or any prior agreement including, but not limited to, claims related to advertising; and claims that may arise after the termination of these Terms (“Disputes”).
CLASS ACTION WAIVER. The parties further agree to conduct all Dispute resolutions in the party’s respective individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
EXCEPTION. Without prejudice to the courts election hereunder, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in the courts of the applicable jurisdiction or where is set forth by the applicable laws to protect its intellectual property rights. Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
SURVIVAL. This Class Action Waiver section shall survive any termination of your use of the Services.
Y. CONTROLLING LAW.
These Terms are governed by and interpreted in accordance with the laws of the Republic of Cyprus, without regard to its conflict-of-law provisions. Any action seeking legal or equitable relief arising out of or relating to these Terms will be brought and finally resolved only in the competent courts of the jurisdiction of the Company’s registered office address.
These Terms are made effective as of the date of Your acceptance, pursuant the established throughout the Recitals hereinabove, and shall remain so until terminated by either of the Parties in accordance with the provided hereunder.
We may immediately terminate or suspend Your access to the Services: (i) should You fail to comply with any provision under these Terms or the Policies; (ii) for any conduct that We may reasonably deem to be directly or indirectly harmful to others; (iii) for any conduct that We may reasonably deem to be a violation of third-party rights such as copyright, trademark and rights of privacy and publicity or a violation under the Prohibited Activities or Prohibited Sections hereto; (iv) interference with the proper functionality of the Services, in whole or in part; and (v) for any conduct that violates any local, state, federal, or foreign laws or regulations.
Without prejudice to the foregoing, We may, in our sole and absolute discretion, deny You access to all or part of the Services, at any given time, regardless of reason or notice to You. Such event of termination may result from (i) requests by law enforcement or government agencies; (ii) discontinuance or material modification of the Services (or any part thereof); (iii) unexpected technical or security issues or problems; (iv) extended periods of inactivity; (v) activities related to protecting the rights, property or safety of the users and the public; or (vi) if You provide any information, including registration information, that is false, inaccurate, out-of-date, or incomplete.
Should We terminate your right to access the Services, without reason or cause, We shall fulfill our obligations to You related to any order outstanding at the time of termination. Otherwise, should We terminate your right to access the Services on any of the grounds listed hereinabove, these Terms and all rights You have to access the Services will immediately cease.
You may terminate Your use of the Services by means of the proper channel available for that purpose under your account’s administration panel. Should You terminate your account, You shall remain liable under these Terms for any purchase made prior to such termination.
Without prejudice to any of the above, unless explicitly stated, all covenants, agreements, representations, warranties and undertakings that are reasonable required to, shall survive the termination of Your access to the Services, however so arising, until their complete or otherwise sufficient fulfillment, or upon due and lawful release of such.
FORM OF NOTICE
Any notice to be send by Us to You under these Terms may be done so by means of e-mail – at the address furnished on registration with your Registration Data –, posting a notice through the Services or on the website, and shall be deemed duly served upon dispatch.
Should any notice be sent by You under these Terms, such notice shall be deemed duly served upon receipt, at the addresses designated the Services, the website or otherwise to address listed hereinbelow.
Notwithstanding, should You require any further clarifications regarding these Terms, You may contact Us at the e-mail address https://www.xpickup.com/help, or physical address at Leoforos Ellados 41, Sarikas Court, Flat/Office 3-4, 8020 Paphos, Cyprus
FORCE MAJEURE. Under no circumstances We, our licensor, or our Suppliers, may be held liable for failure to perform, or delay in performing, any of the obligations contract under these Terms, to the extent that such failure or delay is due to an event of force majeure – namely an event arising from cause or causes beyond our reasonable control, which by its nature could not have been foreseen or if it could have been foreseen, was unavoidable including, without limitation, acts of God, act of governmental sovereignty, war or armed hostilities, fire, flood, explosion, civil commotion, industrial dispute of a third party, act of terrorism, revolution, blockade, embargo, strike, lock-out, sit-in, industrial or trade dispute, adverse weather, disease, accident to or breakdown of facilities, shortage of any material, labor, transport, electricity or other supply, or regulatory intervention.
NO WAIVER; SEVERABILITY. No failure, whether by Us or by You, to enforce any right or provision under these Terms shall be construed as or constitute a waiver of such right or provision. No waiver under these Terms shall become binding unless made in writing. No waiver under these Terms shall be deemed a further or continuing waiver of such term or any other term. If any provision under these Terms is held unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under any circumstances.
THIRD-PARTY BENEFICIARIES. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms. You may not transfer or assign these Terms or any rights or obligations hereto, whether directly or indirectly, by operation of law or otherwise, without the Company’s prior written consent. We reserve the right to unrestrictedly assign, sublicense, delegate or otherwise transfer any of the rights or obligations under these Terms, whether whole or partially, to any third-party, regardless of your prior written consent.
MISCELLANEOUS. These Terms (and all terms and conditions incorporated herein) constitute the entire agreement between You and the Company with respect to the subject matter hereof and supersede any prior agreements between You and the Company with respect to that subject matter. No agency, partnership, joint venture or employee-employer relationship is intended or created by these Terms. You agree that any agreements made by and between You and the Company in electronic form are as legally binding as if made in physical written form. These Terms will not be construed against the drafter. Unless the express context otherwise requires (a) the words “hereof”, “herein” and “hereunder” and words of similar import, when used in these Terms, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (b) The terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa; (c) References herein to a specific Section, Subsection, Annex, Schedule or Exhibit shall refer, respectively, to Sections, Subsections, Annexes, Schedules and Exhibits of this Agreement; (d) Wherever the word “include”, “includes” or “including” is used in these Terms, it shall be deemed to be followed by the words “without limitation”; (e) Wherever the word “promptly” or “as promptly as practicable” is used in these Terms, it shall mean without undue delay; (f) References herein to any gender include each other gender; and (vii) Heading references in this Agreement and the table of contents are for convenience purposes only and shall not be deemed to limit or affect any of the provisions hereof. If You are using the Services for or on behalf of the U.S. government, your license rights do not exceed those granted to non-government consumers.
Last Updated: 2021-12-10 14:23:34