Last updated. 1 February 2021
Parties to this Agreement. You, as a Site visitor or user of our Services are entering into this Agreement with Company (“us/our/we/COMPANY”). In instances when you represent an entity or organization in this agreement, you thus warrant and assert that you have been authorized to agree to the provided Terms and to form a binding contract with us (for such cases, every reference to “you” and “your” in the Terms, with an exception of this paragraph, will concern that entity or organization which you have entered into this agreement on behalf of).
Legally binding. READ THESE TERMS CAREFULLY BEFORE USING OUR SITE AS USE OF THE SITE INDICATES THAT YOU HAVE BOTH READ AND ACCEPT THESE TERMS. YOU CANNOT USE THE SITE OR ANY OF OUR SERVICES IF YOU DO NOT ACCEPT THESE TERMS. Please read carefully Section 12 of these Terms which set out the arbitration provisions which is the agreed dispute resolution mechanism under these Terms, with the place of arbitration being California, USA.
Children. The Services are not aimed at anyone under the age of 18 years, and you warrant that, by using this Site and any Services, that you are aged over 18 or the appropriate age of legal capacity of the country in which you reside.
1. SERVICE PROVISION BY COMPANY
Through this Site we provide the information about the Company’s services as may be amended and provided from time to time. We strive to continually develop innovative services and functionalities, and we may offer your additional information about services or revise the scope of existing Services at our discretion, with or without notice to you, and these Terms shall apply to all such Services as provided at the relevant time of service provision. We may alter, modify, suspend or discontinue the Site or any part thereof at any time.
2. YOUR USE OF THE SITE
You are permitted to use the Services for personal, consumer or your own internal business purposes (but not for commercial purposes including but not limited to whereby you re-sale or otherwise make profit from any third party by mispresenting the Services as your own) (“Permitted Purpose”).
3. WARRANTIES MADE BY YOU
In accessing the Site, or otherwise using any of the Services, you warrant and represent that you:
- are at least 18 years of age, or the appropriate age of legal capacity according to the laws of the jurisdiction you reside in;
- access the Site voluntarily and for the Permitted Purposes and you shall note obtain or attempt to obtain money or other benefits from other users, fraudulently or otherwise;
- have never been convicted of a felony, or similar criminal conviction in the country in which you reside;
- use the Site in compliance with laws applicable to the country in which you reside and that you have complied with, and will continue to comply with, the laws and regulations of the jurisdiction from which you access the Site;
- will only submit accurate and truthful information to us and that you will promptly update any information that you provide that later becomes inaccurate, misleading, or false;
- have the right, authority, and capacity to enter into and be bound by these Terms;
- are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, nor are you listed on any U.S. Government list of prohibited or restricted parties;
- will not violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, but not limited to, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law; and
- will not use the Site for any activity, which infringes upon the intellectual property rights of any third party anywhere in the world.
4. RESTRICTIONS ON YOUR USE OF THE SITE
Any other use of this Site beyond the Permitted Purposes is prohibited and, therefore, constitutes unauthorized use of this Website. Unauthorized use of this Site may result in violation of various United States and international copyright laws and other such similar software laws.
You warrant and represent that you will not use the Site or the Services in any way (nor seek to transmit, share, broadcast or other content, links to content or otherwise engage in any activity on or through the Site), which, in our sole judgment is you using the Services:
- for any public or commercial purpose which includes use of this Site or its data or contents, on another site or through a networked computer environment;
- in a manner that modifies, publicly displays, publicly performs, reproduces or distributes any part of this Site in whole or part;
- in any way that violates, or has the potential to violate, any local, state, national, foreign, or international statute, regulation, rule, order, treaty, or other law;
- to stalk, harass, or harm another individual, or collect, use or store personal data about other users without their consent by any method including, but not limited to, through the use of scripts, bots or web crawlers or scraping of any kind;
- to, or attempt to, interfere or disrupt networks connected to the Site or with the proper functioning of the Services including, without limitation, submitting a virus to the Site, overloading, flooding, spamming, mail bombing or crashing or otherwise attempting to deny service to the Site, Services or the server of any user;
- to use, or attempt to use, any data mining, robots, or similar data gathering or extraction methods in connection with this Site;
- to, or to attempt to, gain unauthorized access to any portion of this Site, or any other accounts, computer systems, or networks connected to the Services whether through hacking, password mining, or any other means, or attempting to cause technical harm by any means including without limitation computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data;
- to, or to attempt to, probe, scan or test the vulnerability of the system or network or to breach the security or authentication measures of the site;
- by forging headers or otherwise manipulating identifiers in order to disguise the origin of any content transmitted through the Site;
- for disclosing or seeking to disclose any personal or confidential information of any person or organisation without first obtaining their consent or solicits another person’s personal information for commercial or unlawful purposes;
- for the promotion or enabling of racism, bigotry, hatred or physical harm, illegal or unlawful activities, is defamatory, inaccurate, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, inflammatory, blasphemous, in breach of confidence, in breach of privacy, harms minors in any way (a minor being a person aged under 18) or which may cause annoyance or inconvenience;
- to deliberately mislead us or any other person or organization, or act fraudulently;
- for any activity which is in breach of intellectual property laws and rights afforded to rights owners such as by your use of copyrighted content trademarks, patents, trade secret or other proprietary information, without first obtaining (and providing evidence to us of) consent from the rights owner;
- to advertise or solicit any person to buy or sell any products or services including but not limited to uploading, posting, emailing, transmitting or otherwise making available any unsolicited or unauthorized advertising, promotional materials, affiliate marketing codes, link referral code or any other form of commercial solicitation;
- infringing or violating any third party’s rights, including intellectual property rights, anywhere in the world; or
- for any other purpose which we deem to be unacceptable and damaging, or potentially damaging, to any third party, other user of the Services, us, our affiliates, or the Site in any way including causing any physical or reputational or other intangible harm.
5. APPLICABLE THIRD PARTY TERMS OF SERVICE
API. Subject to the terms and conditions contained in these Terms, we hereby grant you a non-exclusive, non-transferable right and license to access the third-party application programming interface available through the Site (collectively, the “API”) for the Permitted Purposes in connection with use of the Services as contemplated herein, conditioned on your compliance with these Terms. Such license is granted subject to any open source license terms presented prior to accessing the API. You will not make excessive or unrequired API calls. If you are deemed to be abusing the API network, you may be throttled or denied to stop potential attacks. You agree to comply with the Google API Terms of Service available at https://developers.google.com/terms/.
6. CANCELLATION OF YOUR E-MAIL SUBSCRIPTION
6A.Duration of this agreement. These Terms and thus our agreement with you, will become effective from the point at which you first access the Site, and will remain in full force and effect unless and until your account is terminated.
6B. Customer complaints. If you have any queries about these Terms, the Services or if you wish to make a complaint please contact us as follows: [email protected].
6C.Terms which survive termination of this Agreement
All provisions related to the proprietary rights, disclaimer of warranties, all warranties and representations made by you, indemnities, limitations of liability, and sections 10-12 of these Terms shall survive any termination of these Terms.
7. PRIVACY AND ELECTRONIC COMMUNICATIONS
Electronic communications. By using the Site, You consent to receiving electronic communications from Us. These electronic communications may include notices about information concerning or related to the Site. These electronic communications are part of Your relationship with Us. You agree that any notices, agreements, disclosures or other communications that We send You electronically will satisfy any legal communication requirements, including that such communications be in writing.
8. LINKS TO THIRD PARTY SITES
We sometimes provide links on this Site or through communications to third-party websites. We are not obligated to review any third-party websites that you link to from nor do we control any of the third-party websites. We are not responsible for any of the third-party websites (or the products, services, or content available through any of them) and we do not endorse or make any representations about such third-party websites, any information, software, products, services, or materials found there or any results that may be obtained from using them. If you decide to access any of the third-party websites linked to from this Site, you do this entirely at your own risk and you must follow the privacy policies and terms and conditions for those third-party websites.
9. INTELLECTUAL PROPERTY PROVISIONS
Certain items of independent, third party code may be included in the Services and App(s) that are subject to open source licenses, including but not limited to those open source licenses found at https://opensource.org/licenses/MIT, https://creativecommons.org/licenses/by-sa/3.0/us/, https://www.apache.org/licenses/LICENSE-2.0, https://opensource.org/licenses/ISC, https://opensource.org/licenses/BSD-2-Clause, https://opensource.org/licenses/BSD-3-Clause, https://creativecommons.org/licenses/by-sa/2.0/uk/deed.en_GB and https://www.gnu.org/licenses/gpl-3.0.en.html (collectively, “Open Source Software”). The Open Source Software is licensed under the terms of the license that accompanies such Open Source Software. Nothing in these Terms limits your rights under, or grants You rights that supersede, the terms and conditions of any applicable end user license for such Open Source Software.
10. DISCLAIMER, LIMITATION OF LIABILITY AND INDEMNITY
This section will apply to the maximum extent permitted by applicable law. We do not make or grant (and hereby exclude) any warranties, representations, conditions or terms of any kind, whether express, implied, statutory or otherwise with respect to the information contained on the Site (including all information contained therein).
THIS SITE AND ALL INFORMATION ON THE SITE ARE PROVIDED “AS IS” AND “WITH ALL FAULTS” AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THIS SITE. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY) WITH RESPECT TO THIS SITE OR ANY OF OUR SERVICES, WHICH INCLUDES BUT IS NOT LIMITED TO, ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. THIS MEANS THAT WE DO NOT PROMISE YOU THAT THE SITE IS FREE OF PROBLEMS.
Without limiting the generality of the foregoing, we make no warranty that your use of the Site will be secure, uninterrupted, always available, error-free or will meet your requirements, or that any defects in the Services will be corrected We make no warranty as to the results that may be obtained from the use of this Site, or as to the accuracy or reliability of any information obtained through this Site. No advice or information, whether oral or written, obtained by you through this Site, or from us or our subsidiaries/other affiliated companies shall create any warranty. We disclaim all equitable indemnities.
10B.Limitation of Liability
To the maximum extent permitted by law, in no event will we be liable to you for any direct, indirect, exemplary, punitive, special or consequential loss or damage arising out of or relating, directly or indirectly, to these Terms, or your use or inability to use the Site, including, without limitation, loss of income or revenue, loss or corruption of data or programs, loss of goodwill and loss of anticipated savings or other economic advantage, even if we know or have been advised of the possibility of such loss arising.
You agree to indemnify us, our officers, directors, employees, agents, affiliates (and officers, directors, employees and agents of affiliate entities) for any claims, causes of action, debts, losses, costs, liabilities and expenses (including reasonable legal fees) relating to or arising, directly or indirectly, out of: (i) your, on anyone using your account’s use of or inability to use the Site, (ii) any content or information posted by you or anyone using your account, (iii) your or anyone using your account’s violation of these Terms, (iv) your or anyone using your account’s violation of any rights of a third party, or (iv) your or anyone using your account’s violation of any applicable laws, rules or regulations. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You agree to provide us with full co-operation if we choose to exercise this right and all other terms of indemnification will continue to apply.
11. IMPORTANT LEGAL PROVISIONS
Language. These Terms are written in the English language and any proceedings relating to these Terms and any related dispute shall be conducted in English.
Severability and No Waiver. If any of these Terms are deemed inconsistent with applicable law, then such term(s) shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. The failure of any party hereto to exercise any right, power or remedy provided under these Terms or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance.
Governing Law and Jurisdiction. The Federal Arbitration Act, California state law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. Except for disputes subject to arbitration as described below, any disputes relating to these Terms and the Services to which they relate, will be heard exclusively in the courts located in Santa Clara County, California.
12. DISPUTE RESOLUTION
Please read this section very carefully as it affects your legal rights.
In these Terms, “dispute” is given the broadest meaning enforceable by law and includes any claims against other parties relating to services or products provided or billed to You (whether by us, our licensors, affiliates, suppliers, dealers or third-party vendors) whenever You also assert claims against Us in the same proceeding. Any reference herein to “parties” means you, and us.
This Provision provides that all disputes between You and Us shall be resolved by binding arbitration because acceptance of These Terms constitutes a waiver of Your right to litigation claims and all opportunity to be heard by a judge or jury. To be clear, there is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney’s fees).
12A. Class action waiver. You agree that you will not participate in any class action, and that no claim relating to any dispute can be brought by you unless you are acting solely as an individual in an individual action under any jurisdiction, and under no circumstances will class action procedures or rules apply to the arbitration or any other dispute process. IN ANY DISPUTE, NEITHER YOU NOR ANY OTHER PERSON SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER AFFILIATES OR PERSONS, OR ARBITRATE ANY CLAIM AS A REPRESENTATIVE OR CLASS ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. YOU ACKNOWLEDGE THAT YOU ARE GIVING UP YOUR RIGHTS TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO ANY SUCH CLAIM.
12B. Agreement to arbitration. Any dispute, controversy, or claim arising out of, relating to, or in connection with this Agreement (including these Terms, the Site or Services) including with respect to the formation, applicability, breach, termination, validity or enforceability thereof, shall be determined by arbitration administered by the International Centre for Dispute Resolution (“ICDR”) in accordance with its International Arbitration Rules (“Rules”), except as such Rules may be modified herein or by mutual agreement of the parties. In certain cases, subject to the Rules, depending on the monetary value of any claim, expedited rules may be applicable in accordance with the Rules, and parties agree to follow any such expedited processes as determined by the Rules.
12C. Exclusions from Arbitration/Right to Opt Out. Notwithstanding clause 12 B above, either party may choose to submit any such dispute, controversy or claim to the courts of Santa Clara County, California, USA, provided always that this election to litigate in court may only be made in the event that (a) the dispute has a monetary value which is low enough to qualify for the appropriate small claims court process, or (b) if you have opt-ed out and thus revoked your agreement to conduct proceedings by arbitration provided that such opt out has been completed within thirty (30) calendar days of the date on which you first accepted and consented to these Terms (in case of account holders, the date of account creation, and in case of site visitors, the date of first visit) (“the Opt Out Period”). In order to qualify as a valid opt out under these Terms, you must, within the Opt Out Period, email [email protected] with the following information: Your name; (2) Your address; (3) A clear statement that you do not wish to resolve disputes with us through arbitration. We will confirm receipt of this opt out request, and confirmation by us of receipt will constitute a valid opt out. Any request received out with the Opt Out Period will be deemed invalid. If arbitration has been commenced by a party at the time that the other party chooses to submit the matter to a court of competent jurisdiction as agreed, then it is agreed that such arbitration is to be discontinued, save where the party seeking to commence court proceedings has consented to the arbitration commencing previously, or has waived such right by filing an answering submission in the arbitration so as to render it inequitable to cause those proceedings to be stopped.
12D. Mandatory Pre-Arbitration/Pre-Court process. In the event of any dispute, controversy, or claim arising out of, relating to, or in connection with these Terms, or the breach, termination, or validity thereof, if you wish to commence arbitration (or court proceedings if applicable) (“Claim”) you shall first serve notice to us that a dispute has arisen and demand that negotiation commence. To do so, you must email us [email protected] and include the following information: (1) Your name, (2) Your address, (3) A written description of your claim, and (4) A description of the specific relief/remedy that you are seeking, with an explanation of the legal basis for seeking such relief/remedy (“Claim Email”). If we fail to resolve the Claim amicably, you have the right to commence the arbitration (or litigation if permitted under these Terms), at any time after the date which falls thirty (30) days after we confirm receipt of your Claim Email.
12E. Appointing arbitrator. The parties agree that the sole arbitrator shall be one of the persons listed on the ICDR Roster of Arbitrators. Within 30 days after receiving the request for arbitration, the respondent shall select one of those persons, and such person shall serve as arbitrator. In the event such person is unable to serve, the respondent shall, within five days after receipt from that person of notice of such inability, select another person from the ICDR Roster of Arbitrators, and such person shall serve as arbitrator. If necessary, this process shall continue until the arbitrator is so designated. If an arbitrator has not been appointed after three attempts, the Rules shall be followed and the ICDR shall be requested to appoint an arbitrator.
12F.Seat and language of arbitration. The seat of the arbitration shall be Los Angeles, California and it shall be conducted in the English language provided that either party may submit testimony or documentary evidence in any language if it furnishes, upon the request of the other party, a translation into English of any such testimony or documentary evidence.
12G.Interim relief. Either party has the right to apply to any court of competent jurisdiction for interim relief necessary to preserve the party’s rights, including pre-arbitration attachments or injunctions, until the arbitrators are appointed. After appointment of the arbitrators, the arbitrators shall have exclusive jurisdiction to consider applications for interim relief.
12H. Discovery. The parties agree that they shall have no right to seek production of documents or any other discovery for purposes of the arbitration proceeding under 28 U.S.C. § 1782.
12I. No consolidation. Except as otherwise provided in this Provision, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action or private attorney general action) unless both you and we specifically agree to do so following initiation of the arbitration
12J. Award of arbitration. The arbitration award shall be final and binding on the parties. The parties undertake to carry out any award without delay and waive their right to any form of recourse based on grounds other than those contained in the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards of 1958 insofar as such waiver can validly be made. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. Any award shall be payable in US Dollars. Provided always that the prevailing party has complied with the Pre-Arbitration process laid out herein, the arbitrators shall award to the prevailing party its costs and expenses, including its reasonable legal fees and other costs of legal representation, as determined by the arbitrators
12K. Confidentiality. The parties, any arbitrator, and their agents or representatives, shall keep confidential and not disclose to any non-party the existence of the arbitration, non-public materials and information provided in the arbitration by another party, and orders or awards made in the arbitration (together, the “Confidential Information”). If a party or an arbitrator wishes to involve in the arbitration a non-party including a fact or expert witness, stenographer, translator or any other person – the party or arbitrator shall make reasonable efforts to secure the non-party’s advance agreement to preserve the confidentiality of the Confidential Information. Notwithstanding the foregoing, a party may disclose Confidential Information to the extent necessary to: (1) prosecute or defend the arbitration or proceedings related to it (including enforcement or annulment proceedings), or to pursue a legal right; (2) respond to a compulsory order or request for information of a governmental or regulatory body; (3) make disclosure required by law or by the rules of a securities exchange; (4) seek legal, accounting or other professional services, or satisfy information requests of potential acquirers, investors or lenders, provided that in each case of any disclosure allowed under the foregoing circumstances (1) through (4), where possible, the producing party takes reasonable measures to ensure that the recipient preserves the confidentiality of the information provided. The arbitral tribunal may permit further disclosure of Confidential Information where there is a demonstrated need to disclose that outweighs any party’s legitimate interest in preserving confidentiality. This confidentiality provision survives termination of the contract and of any arbitration brought pursuant to the contract. This confidentiality provision may be enforced by an arbitral tribunal or any court of competent jurisdiction, and an application to a court to enforce this provision shall not waive or in any way derogate from the agreement to arbitrate.
13. CONTACTING US
If you have any questions about these Terms or otherwise need to contact us for any reason, you can reach us by email at [email protected].