Terms of Use

By using Babylon, you agree to the following terms.

THIS AGREEMENT GOVERNS YOUR RELATIONSHIP WITH BR UNITED INC., A COMPANY REGISTERED IN ACCORDANCE WITH LEGISLATION OF MARSHALL ISLANDS WITH ITS REGISTERED OFFICE AT TRUST COMPANY COMPLEX, AJELTAKE ROAD, AJELTAKE ISLAND, MAJURO, MARSHALL ISLANDS MH96960 (HEREINAFTER REFERRED TO AS “COMPANY”) AND USE OF COMPANY’S SERVICES (AS SUCH TERM DEFINED BELOW) AVAILABLE ON HTTPS://BABYLON.ART (“SERVICE”). YOU MAY USE THIS SERVICE ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN. PLEASE READ THESE TERMS CAREFULLY BEFORE USING THIS SERVICE SINCE USING THIS SERVICE YOU ACCEPT IT. IF YOU DO NOT ACCEPT THESE TERMS (“TERMS OF USE”), DO NOT USE THIS SERVICE.

GENERAL TERMS AND ACCEPTANCE OF THIS AGREEMENT

1. The Company provides this Service including all information, graphics, documents, text, products, and all other elements of the Service and all products and services offered on this Service and services operated through the Service (“Opportunities”), available for your use subject to the terms and conditions outlined in this document and any additional documents available at the Service. By accessing and using this Service, use of any Opportunities provided to you by the Company through this Service, or clicking a checkmark at the “I agree with the Terms of Use” button and pressing the “Next” button you agree to be bound by the following Terms of Use and all terms and conditions contained and/or referenced herein or any additional terms and conditions outlined in this Service and all such terms shall be deemed accepted by you. If you do NOT agree to all these Terms of Use, you should NOT use the Service. If you do not agree to any additional specific terms or particular transactions concluded through this Service, then you should NOT use the part of the Service, which contains such Content or through which such transactions may be concluded and you should not use such Content or conclude such transactions.

ENTIRE AGREEMENT

2. These Terms contain the entire agreement and supersede all prior and contemporaneous understandings between the parties regarding the Opportunities. These Terms do not alter the terms or conditions of any other electronic or written agreement you may have with the Company for the use of Opportunities or any other Company's product or service or otherwise. In the event of any conflict between these Terms and any other agreement, you may have with the Company, the terms of that other agreement will control only if these Terms are specifically identified and declared to be overridden by such other agreement.

AMENDMENTS

3. These Terms of Use may be amended by the Company upon notice given by one or more of the following means: through the Service at or after you log in to your Account, by email communication to the address provided by you when you set up your Account, or by written mail communication to the address on record for your Account. Failure to provide or maintain accurate or current contact information by you will not release you from responsibility to comply with these Terms of Use as amended from time to time. Please check the Terms of Use published on the Website regularly to ensure that you are aware of all terms governing your use of this Service. In addition, specific terms and conditions may apply to specific content, products, materials, Opportunities, or information contained on or available through this Service (the “Content”) or transactions concluded through this Service. Such specific terms may be in addition to these Terms of Use or, where inconsistent with these Terms of Use, only to the extent the content or intent of such specific terms is inconsistent with these Terms of Use, such specific terms will supersede these Terms of Use.

DEFINITIONS

4. The following definitions and rules of interpretation apply in this Agreement:

5. In this Agreement unless the opposite is clear from the context the following rules of interpretation apply.

a) Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular;

b) Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders;

c) References to clauses and schedules are to the clauses and schedules of this Agreement and references to paragraphs are to paragraphs of the relevant schedule;

d) A reference to any party shall include that party’s personal representatives, successors and permitted assigns;

e) All references to a person include firms, companies, government entities, trusts and partnerships or other or unincorporated body (whether or not having separate legal personality);

f) The term 'including' does not exclude anything not listed;

g) A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;

h) A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision;

i) A reference to writing or written includes fax and e-mail;

j) Any obligation on a party not to do something includes an obligation not to allow that thing to be done;

k) Any words following this Agreement including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding or following that agreement.

l) Headings of sections are for convenience only and shall not be used to limit or construe such sections. All the sections in this Agreement shall survive any termination or expiration of this Agreement. The rest of terms and definitions that can be found in the text of the Agreement should be interpreted by the Parties according to the legislation of England and Wales and to the general rules of interpretation of such terms accepted in the Internet network.

RISKS NOTIFICATIONS

6. User acknowledges that there are risks associated with using of the Service, purchasing of NFTs including, but not limited to, the failure of hardware, software, and Internet connections. User acknowledge that Company shall not be responsible for any communication failures, disruptions, errors, distortions or delays You may experience when using the Service howsoever caused.

7. Funds may be held by the User in his digital wallet or vault, which requires a private key, or a combination of private keys, for access. Accordingly, loss of requisite private keys associated with such the User`s digital wallet or vault storing the funds will result in loss of such funds, access to User`s Cryptocurrency balance, and/or any initial balances in blockchains created by third parties. Moreover, any third party that gains access to such private keys, including by gaining access to login credentials of a hosted wallet or vault service the User uses, may be able to misappropriate the funds of the User.

8. Blockchain technologies have been the subject of scrutiny by various regulatory bodies around the world. The functioning of the Ethereum network and associated blockchain networks and different Cryptocurrencies could be impacted by one or more regulatory inquiries or actions, including but not limited to restrictions on the use or possession of any Cryptocurrency, which could impede or limit their existence, permissibility of their use and possession, and their value.

9. The Company has no control over the NFT editions collection created by the users through the tools available in the Service. The User acknowledges and agrees that the Company shall not be liable to User for any failure of the the creator of NFT editions collection or inavailability to use such NFTs. The User solely responsible for assessment of his/her/its risks related to purchasing of NFT editions or participation in Raffle NFT events..

10. There may be additional risks that we have not foreseen or identified in our Terms of Use.

ELIGIBLE USERS

11. The following restrictions and conditions apply to the use of services and creating and maintaining the Account (as such term defined below):

You shall not use or access the Service or create an account in connection with the Service (an “Account”), if you are under the age of majority to enter into this Agreement (at least 18 years of age) and meet all other eligibility criteria and residency requirements and fully able and legally capable to use the Service;
You shall not use the Service and/or Services if you are a PEP or any member of a PEP’s family or any close associate of a PEP, unless the Company, after being specifically notified in writing that the User is such a person, conducts further due diligence, and determines that You are eligible for use of the Service and/or Opportunities;
You shall monitor your Account and/or cryptocurrency wallet connected to the Service to restrict use by minors, and you shall deny access to children and teenagers under the age of 18. You accept full responsibility for any unauthorized use of Service by minors in connection with your Account or cryptocurrency wallet connected to the Service. You are solely responsible for any use of your cryptocurrency wallet or other payment instrument by minors;
You shall not have an Account or use Opportunities if you have previously been removed by the Company from the Service;
If you act as an employee or agent of a legal entity, and enter into these Terms on their behalf, you represent and warrant that you have all the necessary rights and authorizations to bind such legal entity;
You shall not use our Service to advertise, solicit, or transmit any commercial advertisements, including chain letters, junk e-mail or repetitive messages (spim and spam) to any other user or third party;
You shall not use our Service to engage in any illegal conduct including but not limited to activities related to money-laundering, drug trafficking, human trafficking, weapon trafficking, terrorism, securities fraud, or tax evasion. The User represents and warrants that he/she will not use the Service to assist any other party in such illegal activity; and you shall not use our Service to: distribute spam, junk communications or chain letters; reverse engineer or otherwise improperly access any of the Service’s or the platforms underlying code or technical mechanisms; cause damage to the Service or the Company through any means, including (but not limited to) through the use of malware, viruses, illegitimate credentials, phishing, brute force attacks, SQL exploits, or any other method of detrimentally intercepting, interrupting, or damaging any information or functionality related to the Service.
Notwithstanding the foregoing, the Company may refuse to provide Service or Opportunities to any person for any reason or no reason whatsoever.

USE OF SERVICE AND USER ACCOUNT

12. In order to gain access to the Opportunities you need to connect your third-party cryptocurrency wallet to the Service. You shall ensure that your connected cryptocurrency wallet was not engaged in any illegal activity/transactions.

13. Once you connect the cryptocurrency wallet to the Service, you may sell or purchase NFTs, both created outside the Service and NFT edition collections created through the Services. You are solely responsible for acknowledging the terms of such sale/purchase transactions contemplated through the Service. You acknowledge and agree that the Company is not a party to such transaction contemplated between users in relation to the NFTs available at the marketplace in the Service.

14. During the use of the Service you may create an Account (“Account”) in the Service. You warrant and represent that all information provided when creating such an Account is current, complete, and accurate. You agree to promptly notify the Company of any changes to any information that would cause the information provided upon the Account’s creation to no longer be current, complete, or accurate.

15. If you choose to create and sell NFT editions collection through the Service you are solely responsible for the content contained in your NFTs. You shall ensure that your NFTs do not and will not infringe on any applicable laws.

16. You are entitled to choose the amount of royalties that you intend to receive from each re-sale of the NFT editions collection created by you, provided however that the maximum amount of such royalty shall not exceed 10%.

17. You are entitled to create a Raffle NFT event to motivate other users to purchase your newly created NFT edition collection. Your Raffle NFT event shall comply with the General Rules of the Raffle NFT event

DISCLAIMERS OF WARRANTIES

18. No communication or information provided to you by the Company is intended as, or shall be considered or construed as, investment advice, financial advice, trading advice, or any other sort of advice. Before deciding to buy, sell or hold any NFT, you should conduct your own due diligence and consult your financial advisors before making any investment decision. The Company will not be held responsible for the decisions you make to buy, sell, or hold any NFT available at the Service.

19. EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN WRITING BY US, OUR SERVICE AND/OR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM, AND YOU WAIVE, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO OUR SERVICE AND/OR OPPORTUNITIES, INCLUDING THE INFORMATION, CONTENT, AND MATERIALS CONTAINED THEREIN.

20. YOU ACKNOWLEDGE THAT INFORMATION YOU STORE OR TRANSFER THROUGH THE SERVICE MAY BECOME IRRETRIEVABLY LOST OR CORRUPTED OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES, INCLUDING SOFTWARE FAILURES, PROTOCOL CHANGES BY THIRD-PARTY PROVIDERS, INTERNET OUTAGES, FORCE MAJEURE EVENTS, OR OTHER DISASTERS INCLUDING THIRD PARTY DDOS ATTACKS, SCHEDULED OR UNSCHEDULED MAINTENANCE, OR OTHER CAUSES EITHER WITHIN OR OUTSIDE OUR CONTROL. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP AND MAINTAINING DUPLICATE COPIES OF ANY INFORMATION YOU STORE OR TRANSFER THROUGH THE SERVICE.

21. Some jurisdictions do not allow the disclaimer of implied terms in contracts with consumers, so some or all of the disclaimers in this section may not apply to certain users.

LIMITATION OF LIABILITY

22. EXCEPT AS OTHERWISE REQUIRED BY LAW, IN NO EVENT SHALL THE COMPANY, OUR DIRECTORS, MEMBERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE OUR SERVICE OR THE COMPANY MATERIALS, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM THE COMPANY, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM A FORCE MAJEURE EVENT, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO COMPANY'S RECORDS, PROGRAMS OR SERVICES.

23. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this section may not apply to certain users.

24. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE COMPANY (INCLUDING OUR DIRECTORS, MEMBERS, EMPLOYEES, AND AGENTS), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE THE SERVICE EXCEED THE AMOUNT OF 1 000 (ONE THOUSAND) USD.

25. The Company shall not be liable for the information about NFTs published on the Website. In case of any misrepresentation contained in such information or in case of any infringement of User`s rights by any other User, the User shall deal with such directly with such User.

26. The Company shall not be liable for any damages caused by delay or failure to perform its obligations under the Agreement in case the said delay or failure is due to fires; strikes; floods; power outages or failures; acts of God or the state’s enemies; lawful acts of public authorities; any and all acts that are regarded as Force Majeure in legal practice.

LIMITED RIGHT OF USE

27. Any use of the Service in violation of these Terms of Use is strictly prohibited and can result in the immediate termination of the Service and may subject you to liability for violations of law. ANY ATTEMPT BY YOU TO DISRUPT OR INTERFERE WITH THE SERVICE INCLUDING UNDERMINING OR MANIPULATING THE LEGITIMATE OPERATION OF ANY OF THE COMPANY'S DIGITAL PRODUCTS, SUCH THAT THE SERVICE IS A VIOLATION OF THE COMPANY'S POLICY AND MAY BE A VIOLATION OF APPLICABLE LAWS.

28. You agree that you will not, under any circumstances:

a) Engage in any act that the Company deems in its reasonable discretion to be in conflict with the spirit or intent of the Service, including but not limited to circumventing or manipulating these Terms of Use, our service rules, General Rules of Raffle NFT event or any other policies;

b) Make improper use of the Service, including, without limitation, by submitting false personal information or using profane and abusive language in your communications with our personnel; or

c) Use the Service, intentionally or unintentionally, in connection with any violation of any applicable law or regulation, or do anything that promotes the violation of any applicable law or regulation or in violation of rights of third parties;

d) Use exploits, automation software, or any unauthorized third-party software designed to modify or interfere with the Service;

e) Use the Service in order to design or assist in the design of exploits, automation software, or any other unauthorized third-party software designed to modify or interfere with the Service;

f) Disrupt, overburden, or assist in the disruption or overburdening of any computer or server used to offer or support the Service (each a “Server”);

g) Organize, assist, or become involved in any type of attack, including without limitation distribution of a virus, denial of service attacks, mining attacks upon the Service, or other attempts to disrupt the Server; or

h) Attempt to gain unauthorized access to the Service, Accounts registered to others, or to the computers, Servers, or networks connected to the Service by any means other than the user interface provided by the Company, including, but not limited to, by circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person to circumvent or modify, any security, technology, device, or software that is part of the Service;

i) Post any information that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable or offensive;

k) Make available through the Service any material or information that infringes any copyright, trademark, patent, trade secret, right of privacy, right of publicity, or other right of any person or entity or impersonates any other person, including without limitation a Company's employee;

l) Interfere or attempt to interfere with the proper functioning of the Service or connect to or use the Service in any way not expressly permitted by these Terms of Use;

m) Use, facilitate, create, or maintain any unauthorized connection to the Service, including without limitation (1) any connection to any unauthorized server that emulates, or attempts to emulate any part of the Service; or (2) any connection using programs, tools, or software not expressly approved by the Company;

n) Except where permitted by law or relevant open source licenses, reverse engineer, decompile, disassemble, decipher, or otherwise attempt to derive the source code for any underlying software or other intellectual property used to provide the Service or to obtain any information from the Service using any method not expressly permitted by the Company; or

o) Copy, modify, or distribute rights or content from the Service, or Company’s copyrights or trademarks or use any method to copy or distribute the content of the Service except as specifically allowed in these Terms of Use;

p) Solicit or attempt to solicit personal information from other users of the Service;

q) Collect, harvest, or post anyone’s private information, including personally identifiable information (whether in text, image, or video form), identification documents, or financial information through the Service; or

r) Upload or transmit or attempt to upload or transmit, without Company’s express permission, any material that acts as a passive or active information collection or transmission mechanism, including, without limitation, clear graphics interchange formats ("gifs"), 1x1 pixels, web bugs, cookies or other similar devices (sometimes referred to as "spyware," "passive collection mechanisms" or "PCMs").

s) Publicly disseminate information about the types and methods of violations of these Terms of Use and Privacy Policy or any other legal document available on the Website, as well as publicly call for violation of these Terms of Use, Privacy Policy, and/or any other legal document available on the Website.

t) Publicly disseminate information (correspondence in whole or in part) obtained as a result of communication with the technical support team.

u) Register and use to access to the Service or Opportunities more than one account. In case there are reasonable grounds to believe that you have registered or are using more than one Account, the Company has the right to restrict, suspend, terminate, modify, or delete any and all accounts associated with you.

v) Use IP proxying or other methods to disguise the region (country) of your current location to circumvent geographical restrictions to order any Services or for any other purposes.

LINKING TO THE SERVICE

29. Linking to the Service is permitted provided that you comply with these rules. You may link to the home page of the Service or to any other page of this Service. However, you are not allowed to use in-line linking or framing. You must not imply that the Company endorses or sponsors the linker of its Service, products, or Services. You must not use Company's intellectual property including but not limited to trademarks, trade names, copyright without permission from the Company. Furthermore, you agree to remove the link at any time upon our request.

THIRD-PARTY MATERIALS

30. In order to use this Service, you may need to obtain and/or use certain third-party products (i.e. Devices), services, and/or materials (“Third Party Materials”). Third-Party Materials are (i) not licensed hereunder; (ii) not under Company’s control or license; and (iii) subject to the applicable licenses and respective terms and conditions of such third parties which you need to enter into prior or subsequent to the installation and/or use of the Third Party Materials and prior to the effective use of this Service. Notwithstanding any provision to the contrary herein, nothing in these Terms of Use shall be construed as to grant You any rights or licenses with regard to such Third Party Materials or to entitle You to use such Third Party Materials.

INTELLECTUAL PROPERTY

31. You hereby expressly agree that all rights, title, and interest in and to all intellectual property rights, including, without limitation, patents, copyright, trademark, trade secrets, and all other related proprietary rights in this Service are vested in the Company and/or its licensors and the Company and/or its licensors are the sole and exclusive owners thereof. All rights in the Service not expressly granted herein are reserved. You agree not to copy, republish, frame, download, transmit, modify, rent, lease, loan, sell, assign, distribute, license, sublicense, reverse engineer, or create derivative works based on the Service, its products or Opportunities except as expressly authorized herein. Except as otherwise provided, the Content published in this Service may be reproduced or distributed in unmodified form for personal non-commercial use only. Any other use of the Content, including without limitation distribution, reproduction, modification, display, or transmission without the prior written consent of the Company is strictly prohibited. All copyright and other proprietary notices shall be retained on all reproductions.

32. The Company hereby disclaims any rights to trademarks, service marks, trade names, logos, copyright, patents, domain names, or other intellectual property interests of third parties. All intellectual property interests of third parties listed above are the properties of their respective owners. Third-Party Materials are the properties of their respective owners. The Company disclaims any proprietary interests in intellectual property rights other than its own.

33. If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.

34. By using the Service in conjunction with creating, submitting, posting, promoting, or displaying content, or by complying with Service’s metadata standards in your metadata API responses, you grant us and other users a worldwide, non-exclusive, sublicensable, royalty-free license to use, copy, modify, and display any content, including but not limited to text, materials, images, files, communications, comments, feedback, suggestions, ideas, concepts, questions, data, or otherwise, that you submit or post on or through the Service for our current and future business purposes, including to provide, promote, and improve the Service. This includes any digital file, art, or other material linked to or associated with any NFTs that are displayed on the Service. However, you are entitled to choose any other open-source license under which you plan to distribute the NFT edition collection created through the Service by adding the text of such license in the metadata of your NFTs.

35. The Company does not claim that submitting, posting, or displaying this content on or through the Service gives us any ownership of the content. We only receive a right to use it and show it off a bit.

36. You represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power, and/or authority necessary to grant the rights granted herein for any content that you create, submit, post, promote, or display on or through the Service. You represent and warrant that such content does not contain material subject to copyright, trademark, publicity rights, or other intellectual property rights unless you have necessary permission or are otherwise legally entitled to post the material and to grant the Company and other users the license described above and that the content does not violate any laws.

NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

37. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide the Company with the written information specified below:

37.1 An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

37.2 A description of the copyrighted work that you claim has been infringed upon;

37.3 A description of where the material that you claim is infringing is located on the Service;

37.4 Your address, telephone number, and e-mail address;

37.5 A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

37.6 A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

38. Please note that this procedure is exclusively for notifying the Company and its affiliates that your copyrighted material has been infringed.

APPLICABLE LAW AND DISPUTE RESOLUTION

PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH US AND IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.

39. This Agreement shall be governed, construed, and enforced in accordance with the law of England and Wales.

40. The Parties will tend to solve all disputes, differences, and claims that can arise out of the execution, termination, or cancellation of the Agreement by means of negotiations. The Party that has some claims should send a notification to the other Party describing the arising claims and/or differences. In case of no agreement during negotiations, the Party shall send a claim to the other Party. The party receiving the claim is obliged to respond in writing to it within 10 (ten) days from the date of receipt.

41. Any dispute, controversy, or claim arising out of or in connection with this contract, or the breach, termination, or invalidity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the London Court of International Arbitration in London on the basis of written documents (written procedure).

42. The number of arbitrators shall be one. The language to be used in the arbitral proceedings shall be English.

INDEMNIFICATION

43. You hereby agree to indemnify and hold harmless the Company, its affiliates, officers, directors, agents, and employees, from any expense, loss, claim, damage, fine, penalty, or liability, including reasonable fees for attorneys and other professionals, payable under any judgment, verdict, court order or settlement, to the extent resulting from any claim, demand, action, suit, arbitration, or other proceeding initiated by any third party, including the assessment, claim or demand by a governmental agency or entity, arising out of your breach of these Terms of Use, including without limitation infringement by using materials of any third-party intellectual property and/or proprietary right, including, but not limited to, patent, trademark, copyright, trade secret, publicity and/or privacy.

ASSIGNMENT

44. The Company may assign, transfer or delegate these Terms of Use or the fulfillment of any of its obligations pursuant to these Terms of Use and/or Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent. You may not assign, transfer or delegate any rights or obligations under the Terms of Use or Privacy Policy without Company’s prior written consent, which may be withheld in its sole discretion, and any unauthorized assignment and delegation by you are void and ineffective.

SEVERABILITY

45. If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable, the remainder of the Agreement, provisions, covenants, and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions of the Agreement without including any of such that may be hereafter declared invalid, illegal, void, or unenforceable.

NOTICES

46. Any notice or other communication under this Agreement shall be in writing and shall be considered given and received when sent by email. The User's official email for communication shall be deemed the email specified by the User during the creation of the Account. The language of communication shall be English.

PRIVACY POLICY AND PERSONAL INFORMATION

47. The Company has developed a Privacy Policy that governs the use and protection of the User’s private information according to the applicable laws and good practices. The full text of the Privacy Policy is made available on the Service.

48. Despite all the security measures implemented by the Company, the User acknowledges that there are certain risks of the Company being attacked by electronic means in order to obtain private information and that the Company cannot guarantee full protection.

TERM AND TERMINATION

49. The term of this Terms of Use (“Term”) shall begin when you start using this Service and/or Services and shall continue in perpetuity unless otherwise terminated by the Company by written notice. The Company expressly reserves the right to change, suspend or discontinue all the Service or portion thereof, at any time, and may terminate your use of the Service at any time. Without prejudice to any other rights, these Terms of Use will terminate automatically if you fail to comply with any of the limitations or other requirements described herein. Upon any termination or expiration of these Terms of Use, you must immediately cease using the Service including without limitation any use of the Company’s trademarks, trade names, copyrights, and other intellectual property.

50. WITHOUT LIMITING ANY OTHER REMEDIES, THE COMPANY MAY LIMIT, SUSPEND, TERMINATE, MODIFY, OR DELETE ACCOUNTS OR ACCESS TO THE SERVICE OR PORTIONS THEREOF IF YOU ARE, OR THE COMPANY REASONABLY SUSPECTS THAT YOU ARE, FAILING TO COMPLY WITH ANY OF THIS TERMS OF USE OR FOR ANY ACTUAL OR SUSPECTED ILLEGAL OR IMPROPER USE OF THE SERVICE, WITH OR WITHOUT NOTICE TO YOU. YOU CAN LOSE ACCESS TO YOUR ACCOUNT AS A RESULT OF ACCOUNT TERMINATION OR LIMITATION, AS WELL AS ANY BENEFITS ASSOCIATED WITH YOUR USE OF THE SERVICE, AND THE COMPANY IS UNDER NO OBLIGATION TO COMPENSATE YOU FOR ANY SUCH LOSSES OR RESULTS.

51. WITHOUT LIMITING OUR OTHER REMEDIES, WE MAY LIMIT, SUSPEND OR TERMINATE THE SERVICE AND USER ACCOUNTS OR PORTIONS THEREOF, PROHIBIT ACCESS TO OUR SERVICE, AND ITS CONTENT, SERVICES, AND TOOLS DELAY OR REMOVE HOSTED CONTENT, AND TAKE TECHNICAL AND LEGAL STEPS TO PREVENT USERS FROM ACCESSING THE SERVICE IF WE BELIEVE THAT THEY ARE CREATING RISK OR POSSIBLE LEGAL LIABILITIES, INFRINGING THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, OR ACTING INCONSISTENTLY WITH THE LETTER OR SPIRIT OF OUR TERMS OR POLICIES. ADDITIONALLY, WE MAY, IN APPROPRIATE CIRCUMSTANCES AND AT OUR SOLE DISCRETION, SUSPEND OR TERMINATE ACCOUNTS OF USERS WHO MAY BE REPEAT INFRINGERS OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.

52. The Company reserves the right to stop offering and/or supporting the Service or part of the Service at any time either permanently or temporarily, at which point your license to use the Service or a part thereof will be automatically terminated or suspended.

53. Termination of your Account can include disabling your access to the Service or any part thereof including any content you submitted or others submitted.

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Last updated 1 year ago