Terms of Service
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AND ENSURE THAT YOU FULLY UNDERSTAND AND AGREE WITH EACH AND EVERY PROVISION THEREOF.
These terms of service, as such may be amended, supplemented or modified from time to time (collectively, these "Terms") set out the terms and conditions of G.D. BINARYHELIX LIMITED, a company incorporated and existing in the Republic of Cyprus with registration number HE 189107 and registered office address at 33A Okeanidos Street, 4103, Limassol, Cyprus, ("Positive", "Company", "we", "our", "us" or "ourselves") with regard to and in respect of any interaction with, access to, or use of the Company's platforms, websites, software and other products and services provided by, offered by or otherwise owned or controlled by the Company, in existence now or in the future, which are marketed under the brand name "Mantle" (collectively, the "Service"), and constitute a legal contract between the Company and you, being either an individual subscriber, customer, member, or user of at least 18 years of age or a single company, organisation, or entity ("you" or "your" and, you collectively with other subscribers, customers, members or users, the "Users").
The Service allows you to submit, access, transmit and distribute certain business data and other information related to you, your customers, or your business (collectively "User Data"). We may have different roles with respect to different types of Users, and "you" as used in these Terms will apply to the appropriate type of User under the circumstances.
Your interaction, access, browsing and use of the Service is subject to you accepting and fully complying with these Terms and any other agreement between ourselves and yourself, including, without limitation, any Subscription Agreement (as defined herein below), which are supplemental to these Terms and should be read in conjunction therewith, and the Company's privacy policy ("Privacy Policy" and collectively the "Documents"). If for any reason whatsoever, you do not agree with the Documents or any part thereof, you should not and, in any event, should refrain from and cease immediately to interact with, access, browse and use the Service. No Service shall be enjoyed, provided to or otherwise be of benefit to Users unless full compliance with the Documents is ensured throughout the duration of our contractual relationship with you.
If and to the extent you or the company, entity, or organisation (collectively, the "Subscribing Organisation") you represent has executed a separate subscription agreement with us that applies with respect to the subject matter hereof (a "Subscription Agreement"), your interaction, access and use of the Service shall also be subject to the Subscription Agreement. In the event of a conflict between these Terms and the Subscription Agreement, the Subscription Agreement shall take precedence and prevail.
By registering for, accessing, browsing, using or subscribing to the Service, or by clicking "I Agree", or otherwise affirmatively manifesting your intent to be bound by these Terms, you signify that you have fully read, understood, and agree with and to be bound by these Terms. Furthermore, and without prejudice to the foregoing, by interacting with, accessing, browsing or using the Service you are considered to have expressly demonstrated that you have fully read, understood and fully agree with these Terms.
If you are accessing or using or opening an account with us on behalf of a Subscribing Organisation, you represent and warrant that you: (i) are a duly authorised representative of the Subscribing Organisation with the authority and power to represent and bind the Subscribing Organisation vis-a-vis the Company pursuant to the Document; (ii) have fully read the Documents; (iii) fully understand the Documents, and (iv) fully agree with all provisions laid out in the Documents for and on behalf of such Subscribing Organisation.
Important Note In the event where you register an account with the Company on the Service (a "User Account") in order to access and use the Service, please note that the Service automatically renews. This means the following:
- THE SERVICE WILL AUTOMATICALLY RENEW UNTIL YOU CANCEL IT. FOLLOWING THE CONCLUSION OF YOUR FREE TRIAL, THE COMPANY WILL AUTOMATICALLY CHARGE YOU WITH AND RECEIVE PAYMENT OF THE SUBSCRIPTION FEE (AS SUCH TERM IS DEFINED IN PARAGRAPH 6.1 HEREIN BELOW) USING THE PAYMENT DETAILS WE HAVE ON FILE FOR YOU AND WILL CONTINUE TO DO SO UNTIL YOU AFFIRMATIVELY TERMINATE YOUR USER ACCOUNT ON THE SERVICE OR OTHERWISE PAUSE BILLING FOR YOUR USER ACCOUNT; AND
- YOU CAN TERMINATE YOUR USER ACCOUNT OR PAUSE BILLING FOR YOUR USER ACCOUNT WHENEVER YOU WANT. TO DO SO, FOLLOW THE INSTRUCTIONS INCLUDED IN THE SIGNUP EMAIL YOU RECEIVED FROM THE COMPANY AT THE TIME OF YOUR REGISTRATION. TERMINATING YOUR USER ACCOUNT OR PAUSING BILLING THEREOF AS AFORESAID WILL CEASE AUTOMATIC RENEWALS OF THE SERVICE AND MAY RESTRICT USE THEREOF BY YOU, BUT THE COMPANY WILL KEEP ANY FEES THE COMPANY HAS ALREADY COLLECTED FROM YOU, SUBJECT TO AND IN ACCORDANCE WITH SECTION 6.3 HEREIN.
1. License Grant
Subject to and in accordance with the terms and conditions hereof, the Company hereby grants to you and you hereby accept a limited, personal, revocable, non-transferable, non-exclusive license to interact with, access and use the Service in the manner contemplated by these Terms solely for your own internal business or personal purposes.
Without prejudice to the foregoing paragraph, the User Account you create or that is provided to you at the time of your registration and subscription to the Service, is personal to you and accordingly, you shall have no right to sub-license or resell or permit the access to or use of the Service or any component thereof to any third party.
You hereby acknowledge and agree that:
- the content, information, data and views expressed, supplied or presented to you through the Service are those of the Company, which the Company compiled by itself, whether through sources or material published or otherwise available in the public domain; and that
- neither the content, information, data and views expressed on the Service neither the Service itself is necessarily prepared or compiled or reviewed or confirmed or otherwise endorsed by persons qualified and licensed to practice law or advise or opine on tax or other matters in a particular jurisdiction, including, without limitation, in the Republic of Cyprus; and that
- the Company is not qualified nor engaged in rendering legal or other professional advice such as tax advise, and any data, information, material or views supplied or presented to you through the Service are not and should not, under any circumstances, be deemed as constituting a substitute for the advice of a qualified law practitioner or other professional. If you require legal or other expert advice or wish to confirm any information and views expressed on or supplied on or through the Service, you should (and we encourage you to) seek the services of a competent independent professional.
2. Privacy and Protection of Personal Information
User privacy and protection thereof is important to us. Please read our the Privacy Policy, which sets out the privacy principles, practices and controls exercised by the Company with regard to and in respect of your interaction with, access, browsing or use of the Service.
3. Modification of the Terms
Company reserves the absolute right, exercisable at its sole discretion, to change, modify, add, supplement or amend these Terms at any time (collectively "Changes and Amendments).
Upon exercising the foregoing right, the Company shall notify you via email to the most recent email address that you have provided and require you to confirm your agreement with such Changes and Amendments at the time of your next log-in to your User Account.
In the event where you do not agree with the Changes and Amendments, you have the right to terminate your User Account and your subscription to the Service in the manner referred to in the introductory paragraphs of these Terms herein.
4. Eligibility; Termination
The Service is not offered, provided or otherwise made available to any of the following natural or legal persons:
- persons under 18 years of age; and
- persons of unsound mind; and
- persons previously suspended, removed or prohibited from accessing or using the Service by the Company; and
- persons whose intention is to access and use the Service for the sole purpose of, directly or indirectly, acquiring and obtaining an insight on the Company, the business of the Company, or obtaining or otherwise deriving a monetary or other benefit or advantage to the detriment of the Company, whether by operating a competing to the Service platform, website or other digital product, service, property, or otherwise.
The Company may terminate your User Account and cancel your subscription to the Service, delete any content or information that you have posted on the Service, discontinue displaying User Data, or prohibit you from using or accessing the Service (or any portion, aspect, or feature of the Service) in the event where:
- you fail to fully comply with and adhere to the Documents or any part thereof; or
- without prejudice to the foregoing paragraphs in this section, the Company has good reason to believe or suspect that the Service is being used, whether directly or indirectly, by any one of the persons referred to herein above; or
- without prejudice to the foregoing paragraphs in this section, where the Company has good reason to believe or suspect that the Service is used, whether directly or indirectly, in a fraudulent, abusive or illegal manner; or
- the Company decides, for any reason whatsoever, or is otherwise required under law to discontinue, terminate or shut down the Service or to terminate your User Account or cancel your subscription to the Service provided that in the event of termination of your User Account and cancellation of your subscription to the Service for the foregoing reason, and notwithstanding the second paragraph of the Important Note in the introductory paragraphs of these Terms, the Company shall reimburse and refund to you the Subscription Fee or any part thereof that you have been charged for by the Company for all such months that follow in time the month within which termination as aforesaid occurs.
Termination of your User Account and cancellation of your subscription to the Service by the Company pursuant to this section shall be made through a notice in writing, and such termination shall have immediate effect as at the date of the foregoing notice.
Termination of your User Account and cancellation of your subscription to the Service shall not relieve you from any of your obligations that accrued prior to such termination and cancellation.
5. Account Activity Responsibility
In order to access and use the Service, you will have to register and create a User Account therethrough. When creating your User Account, you covenant, udnertake and agree to provide true, accurate, correct, up to date, and complete responses to all required fields or questions asked during the creation of your User Account, including, without limitation, true, accurate, correct, up to date, and complete payment information. You further covenant, undertake and agree to maintain, throughout your access and use of the Service, all such responses that you provide true, accurate, correct, up to date and complete, and to update the same as needed to keep it true, accurate, correct, up to date, and complete.
You are solely and exclusively responsible for maintaining the confidentiality of your User Account, including, without limitation, the credentialls used to access the same and for restricting access to your computer or other device you use to access and use the Service. Without prejudice to section 15, the Company disclaims any and all liability you or any other person may incur or sustain by reason of or arising out of the disclosure or communication of your foregoing credentials to any third party or access or use of your User Account or the Service by any other person other than yourself, and you hereby acknowledge and agree that you shall have no claim or right to claim against the Company in respect thereof and hereby waive and relinquish any such claim and right to claim that you may have under law or contract.
If you have reason to believe that your User Account is no longer secure (including, by way of an example and by no means exhaustively, in the event of a loss, theft or unauthorized disclosure of information such as credentials or credit card information), you covenant, undertake and agree to immediately notify the Company. You hereby acknowledge and agree that you may be liable for any losses or damage incurred or sustained by the Company or others as a result of or in connection with any unauthorized use of your User Account.
You hereby acknowledge and agree that Company may access, preserve and disclose your User Account information and related content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary in order for the Company to: (a) comply with legal process; or (b) enforce these Terms or any other Document; or (c) respond to or address claims that any User Data violates the rights of third parties; or (d) respond to your requests for customer service or maintenance; or (e) protect the rights, property or personal safety of the Company, Users or the public.
6. Free Trial; Payments and Automatic Renewals
When you create a User Account, YOU WILL BE REQUIRED TO ENTER A PAYMENT METHOD AND SIGN UP FOR A MONTHLY PAID ("MONTHLY SUBSCRIPTION") OR ANNUAL PAID SUBSCRIPTION ("ANNUAL SUBSCRIPTION") TO THE SERVICE. THE COMPANY WILL AUTHORISE YOUR CREDIT CARD FOR A SMALL AMOUNT NOT EXCEEDING 1.00 (ONE) EURO USING THE PAYMENT DETAILS AND METHOD SPECIFIED BY YOU ON CREATION OF YOUR USER ACCOUNT ("PAYMENT DETAILS AND METHOD") IN ORDER FOR THE COMPANY TO VALIDATE SUCH PAYMENT DETAILS AND METHOD. THE AMOUNT AUTHORISED WILL UNDER NO CIRCUMSTANCES BE COLLECTED BY COMPANY AND WILL BE RENDERED AVAILABLE TO YOU UPON EXPIRY OF THE FOREGOING AUTHORISATION. UPON SUCCESSFUL VALIDATION, THE COMPANY WILL GRANT YOU ACCESS TO THE SERVICE FOR A FREE TRIAL PERIOD THAT BEGINS ON THE DATE YOU CREATE YOUR USER ACCOUNT AND CONCLUDES ON THE 30 CALENDAR DAY ANNIVERSARY OF THAT DATE ("FREE TRIAL PERIOD"). AFTER THE FREE TRIAL PERIOD EXPIRES, THE COMPANY WILL AUTOMATICALLY CHARGE YOU WITH AND RECEIVE PAYMENT OF A MONTHLY OR ANNUAL SUBSCRIPTION FEE ("SUBSCRIPTION FEE"), DEPENDENT ON WHICH OPTION AND ASSOCIATED PROMOTIONS (IF ANY) YOU OPTED FOR AT THE TIME OF THE CREATION OF YOUR USER ACCOUNT FOR SUCH AN AMOUNT IN EUROS SHOWN ON THE RELEVANT SECTION OR PAGE OF THE SERVICE DURING THE TIME YOU CREATED YOUR USER ACCOUNT. THE SUBSCRIPTION FEE WILL BE CHARGED USING THE PAYMENT DETAILS AND METHOD FOR A MONTHLY OR ANNUAL SUBSCRIPTION, AS THE CASE MAY BE, WITHOUT ANY FURTHER ACTION BY YOU.
Unless you affirmatively terminate your User Account and cancel your subscription to the Service, in the manner referred to under the second paragraph of the Important Note to the introductory paragraphs of these Terms, or unless the Company terminates your User Account and cancels your subscription to the Service pursuant to section 4 herein above, you hereby authorise us to renew the Service automatically (i) on a monthly basis if you have opted at the time of creating your User Account for the Monthly Subscription or (ii) if you have opted at the time of creating your User Account for the Annual Subscription, on an annual basis, and charge you with and receive payment for the Subscription Fee. Under no circumstances shall the Company assume any responsibility or liability if your access to the Service fails to renew or otherwise expires because of outdated or incorrect payment details associated with your User Account. You may switch from a Monthly Subscription to an Annual Subscription, or vice versa, at any point in time using the facilities available through the Service or requesting the same of us using the contact information available herein.
If you cancel your subscription to the Service, in the manner referred to under paragraph (B) under the Important Note section to the introductory paragraphs of these Terms, your access to and use of the Service will continue until the end of the month within which the aforesaid termination and cancellation occurred (if you are on a Monthly Subscription) or the anniversary of your annual subscription renewal (if you are on an Annual Subscription), at which point it will expire. Provided that in the event where the Company terminates your User Account and cancels your subscription to the Service pursuant to section 4 herein above, such termination and cancellation shall be of an immediate effect without the possibility of accessing or using your User Account or the Service as under the aforesaid circumstance.
You hereby acknowledge and agree that any payment received by the Company is, subject to section 4 herein above, final and shall not be refunded (whether partially or fully) by the Company and you hereby disclaim any claim or right to claim in relation thereto that you may have against the Company under law or contract.
7. License Conditions
Without prejudice to any other positive covenants, undertakings and agreements that you provide elsewhere in these Terms, you hereby covenant, undertake and agree to:
- access, browse use and interact with the Service lawfully and only for your own internal business or personal purposes; and
- ensure that your User Account, including, without limitation, your credentials, are securely protected at all times from misuse, damage, destruction or any form of unauthorised use, copying or disclosure; and
- fully comply with and adhere to any data privacy laws and regulations (in all applicable and relevant jurisdictions) that apply when you submit to and supply the Company with User Data; and
- fully adhere and comply with your obligations under these Terms and the other Documents.
8. License Restrictions
Without prejudice to any other negative covenants, undertaking and agreements that you provide elsewhere in these Terms, you hereby covenant, undertake and agree not to:
- attempt to upload or transmit or upload to or transmit via the Service pornographic, threatening, embarrassing, hateful, racially or ethnically insulting, libelous, or otherwise inappropriate content, or any other data that is infected with a virus or malware or other software malicious element that could interrupt or harm the systems or software used by Company or the Service; and
- attempt to access or use the Service for any purpose that is unlawful or is otherwise not expressly permitted by these Terms, including, without limitation, with respect to unsolicited emails or "SPAM"; and
- attempt to use or use the Service in any manner that, in the Company's sole and absolute view, could damage, disable, overburden, impair, otherwise adversely impact or affect the Service or any part thereof, including, without limitation, the functionality or operability of the Service, or the Company; and
- attempt to gain or gain unauthorized access to the Service or any part thereof, other user accounts, computer systems or networks or devices connected to the Service or any part thereof, including, without limitation, through hacking, password mining or any other means, and whether to collect, obtain access to or harvest information associated with any user account, or not; and
- without prejudice to the foregoing paragraph, interfere or attempt to interfere with the proper working or functionality of the Service or any activities conducted on or or through the Service; and
- copy, reproduce, translate, decompile, reverse-engineer, modify or vary, whether directly or indirectly, and whether fully or partially, the Service, or adapt, or create derivative works based upon the Service; and
- without prejudice to the foregoing paragraphs in this section, use any robot, spider, scraper, or other automated means to access the Service for any purpose that is not expressly permitted under these Terms, or bypass any measures the Company may use or put in place in order to prevent or restrict access to or use of the Service; and
- umpersonate another person or access another User's User Account; and
- without prejudice to the foregoing paragraphs in this section, disassemble or otherwise attempt to discover the source code of the Service; and
- rent, lease, loan, resell, sublicense, assign, distribute or otherwise transfer the Service or your User Account and any and all of your rights associated therewith or derived thereunder, and your rights and obligations under the Documents, to any third party;
- without prejudice to the foregoing paragraphs in this section, remove, circumvent, disable, damage or otherwise interfere with security-related features of the Service, and any and all features that prevent or restrict access, use or copying of any content accessible, provided or supplied through the Service, or features that enforce limitations on access or use of the Service; and
- access or use the Service in order to, directly or indirectly, acquire and obtain an insight on the Company, the business of the Company, or obtain or otherwise derive a monetary or other benefit or advantage to the detriment of the Company, whether by operating a competing to the Service platform, website or other digital product, service, property, or otherwise.
9. User Data
You hereby grant, and represent and warrant to the Company that you have all rights necessary to insert, provide and grant to the Company all rights and licenses to the User Data required for the Company to provide the Service. The Company shall have no right to sublicense or resell User Data or otherwise use the same for a purpose(s) that is not expressly permitted in these Terms.
You hereby acknowledge and agree that the Company may, in order for the Company to operate, analyse, improve or market the Service and any related services the Company may offer, collect, analyse and use data derived from your User Data, which may include your personal information or information collected from you about an individual but which does not identify you personally nor any other individual person or otherwise include your or any other person's personal data or special categories of personal data (as such terms are defined under applicable privacy law and regulations). If the Company shares or publicly discloses information (including, without limitation, in marketing materials, or in application development) that is derived from User Data as aforesaid, such data will be aggregated or anonymized to reasonably avoid identification of a specific individual or you. Indicatively, and by no means exhaustively, the Company may, inter alia: (a) track the number of Users on an anonymized aggregate basis as part of the Company's marketing efforts to publicize the total number of Users of the Service; (b) analyse aggregated usage patterns for product development efforts; or (c) use anonymous data derived from User Data in a form which may not reasonably identify either a particular individual or you, in order to develop further analytic frameworks and application tools. You further acknowledge and agree that the Company will have the right, exercisable at its sole and absolute discretion, both during and after the term of these Terms, to use, store, transmit, distribute, modify, copy, display, sublicense, and create derivative works of the anonymized, aggregated data.
You hereby represent, warrant and agree that: (a) you have obtained the User Data lawfully, and the User Data does not and will not, under any circumstances, violate any applicable laws or any person or entity's proprietary or intellectual property rights, including, without limitation, applicable data privacy laws to the extent these apply when you submit and supply the Company with User Data; (b) the User Data is free of all viruses, malware, and other elements that could interrupt or harm the systems or software used by the Company or the Service or any of the Company's subcontractors; (c) the Company may exercise the rights in User Data granted hereunder without liability or cost to any third party.
Without prejudice to section 15 herein below, the Company assumes no liability and takes no responsibility whatsoever and shall under no circumstances be considered or deemed to be liable or responsible for any User Data, whether such data concerns or constitutes information or data relating to you or any other individual whose data or information you provide and supply the Company with, and whether in respect of the completeness, accuracy or correctness thereof, the circumstances or reasons for it being provided and supplied by you to the Company, or the consequences of sharing it hereunder or backup thereof, or recovery or other steps required to ensure that the User Data is recoverable in the case of data loss, destruction, erasure or other inaccessibility of User Data, or otherwise.
In the event that User Data is disclosed to or accessed by an unauthorized party, the Company will promptly notify you and use reasonable efforts to cooperate with you to investigate the incident.
You own all right, title and interest (including all intellectual property rights) in and to your User Data.
You hereby acknowledge and agree that you shall solely and exclusively be liable, under law and in contract, for all the User Data you provide and supply the Company with without any claim or right to claim against the Company in respect thereof, and you hereby disclaim any such claim or right to claim; and for backing up your User Data on a regular basis and taking appropriate steps to safeguard and ensure the security and integrity of your User Data.
You further acknowlege and agree that the Company does not manage or control in any way or manner the User Data that you access, store or distribute through or via the service, and, without prejudice to the foregoing paragraphs in this section, accepts no responsibility or liability for that information regardless of whether such user data is transmitted to or by you in breach of these terms. THE COMPANY MAKES NO WARRANTY AND NO REPRESENTATION WITH RESPECT TO ANY USER DATA, INCLUDING, WITHOUT LIMITATION, THE FOREGOING USER DATA, YOU MAY ACCESS, STORE OR DISTRIBUTE THROUGH THE SERVICE. IN PARTICULAR, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY MAKES NO WARRANTY AND NO REPRESENTATION THAT THE AFORESAID USER DATA IS OR WILL AT ANY TIME BE FREE OF ANY VIRUS, WORM, TROJAN HORSE, EASTER EGG, TIME BOMB, CANCELBOT, OR OTHER DESTRUCTIVE OR MALICIOUS CODE OR PROGRAMS. YOU AGREE TO WAIVE AND RELINQUISH, AND HEREBY DO WAIVE AND RELINQUISH, ANY LEGAL OR EQUITABLE RIGHTS OR REMEDIES YOU HAVE OR MAY HAVE AGAINST THE COMPANY WITH RESPECT TO THE FOREGOING.
10. Ownership; Proprietary Rights
The Service, including, without limitation, all content and materials provided, published and otherwise made available therethrough, are owned or operated by the Company, its affiliates and subsidiary companies, and where not owned as aforesaid, the Company, has the right and license to use and utilize such content and materials by third party licensors. Accordingly, the Service and all such content and material are protected by intellectual property and other applicable laws and regulations.
Subject to the foregoing, the Company, its affiliates and subsidiaries own all legal and equitable title, rights, interest and benefit in respect thereto, including, without limitation, all legal and equitable title, rights, interest and benefit in and to all the visual interfaces, graphics, design, compilation, information, computer code, products, software, services, source code, trademarks, service marks, logos and trade names, and all other elements of the Service or provided by the Company or otherwise made available through or depicted on the Service, with the exception of any of the foregoing that is or are owned or licensed by and posted to the Service by or at the direction of Users (including, without limitation, User Data), (collectively "Content and Materials"). Except as expressly provided herein, nothing in these Terms and under any one of the other Documents shall constitute or create or grant or be deemed to constitute or create or grant a license or any other right in or to the Service and the Content and Materials or the intellectual property rights therein or thereto.
11. Ideas
You may choose to or the Company may invite you to submit comments or ideas about the Service, including, without limitation, about how to improve the Service or other Company products ("Ideas"). By submitting any Idea, you hereby acknowledge and agree that your disclosure is gratuitous, unsolicited and without restriction and will not place the Company under any fiduciary or other obligation, and that you grant and transfer and assign all your rights and title to the Idea to the Company.
You further acknowledge and agree that (a) the Company is free to use the Idea, and any derivatives thereof, without any financial compensation or other reward or consideration to you or to disclose the Idea on a non-confidential basis or otherwise to anyone; and (b) by accepting the submission of the Idea, the Company does not waive nor relinquishany rights to use similar or related or derivative ideas previously known to the Company, whether developed by the Company, the Company's employees or otherwise obtained from sources other than you.
12. Third-Party Sites; Third-Party Information
The Service may call the websites or servers of (or otherwise integrated into the Service) other services or data solely at the direction of and as a convenience to Users, including, without limitation, third-party payment providers ("Third Party Services"). Company makes no express or implied warranties with regard to the information, or other material, products, or services that are contained on or accessible through Third Party Services. Access and use of Third Party Services, including, without limitation, the information, material, products, and services on the relevant third party website(s) or available through such services, is solely at your own and absolute risk and responsibility.
13. Security and Privacy Settings
The Company has implemented commercially reasonable technical and organisational measures designed to secure your User Data from accidental loss and from unauthorized access, use, alteration or disclosure. However, the Company cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your User Data for improper purposes. You hereby acknowledge and agree that internet technologies, including, without limitation, the Service, have the inherent risk potential for disclosure or unauthorised access. You further acknowledge and agree that you are under no obligation whatsoever to provide Personal Information or special categories of Personal Information (as such terms are defined under applicable data privacy laws and regulations) and otherwise any User Data to the Company and, in the event where you provide the same, you do so at your sole and absolute risk and responsibility.
14. Disclaimers; No Warranties
THE SERVICE AND ANY THIRD-PARTY OR USER DATA, SOFTWARE, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OR GUARANTEES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE COMPANY, ITS SUPPLIERS, LICENSORS, CONTRACTORS, SUBCONTRACTORS, AFFILIATES, SUBSIDIARIES, AGENTS AND PARTNERS EXPRESSLY DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY AND INTELLECTUAL PROPERTY RIGHTS. WITHOUT LIMITATION TO THE GENERALITY OF THE FOREGOING, THE COMPANY, ITS SUPPLIERS, LICENSORS, AND PARTNERS DO NOT WARRANT NOR REPRESENT THAT THE FUNCTIONS CONTAINED IN THE WEBSITE OR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE OR THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR PURPOSE OR THAT ANY DEFECTS R ERRORS WILL BE CORRECTED OR THAT THE SERVICE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES, MALWARE OR OTHER HARMFUL COMPONENTS OR MALICIOUS SOFTWARE.
THE COMPANY, ITS SUPPLIERS, CONTRACTORS, SUBCONTRACTORS, SUBSIDIAIRIES, AFFILIATES, AGENTS, LICENSORS, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE WEBSITE AND THE SERVICE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR ACCESS OR USE OR OTHERWISE OBTAIN THIRD PARTY OR USER DATA, MATERIAL, OR DATA THROUGH THE ACCESS AND USE OF THE SERVICE AT YOUR OWN AND ABSOLUTE DISCRETION, RISK, RESPONSIBILITY AND LIABILITY AND THAT YOU WILL BE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR DEVIDE, INCLUDING BUT OT LIMITED TO LOSS, DESTRUCTION, DELETION OR UNAUTHORISED ACCESS TO OR DISCLOSURE OF DATA THAT RESULTS FROM OR IS OTHERWISE ACCREDITED OR CONNECTED WITH THE DOWNLOAD OF SUCH THIRD PARTY OR USER PROVIDED DATA AND INFORMATION, MATERIAL, OR OTHERWISE. ACCORDINGLY, YOU HEREBY ACKNOWLEDGE AND AGREE THAT NOR THE COMPANY NEITHER ITS SUPPLIERS, CONTRACTORS, SUBCONTRACTORS, LICENSORS, AFFILIATES, AGENTS, SUBSIDIARIES AND PARTNERS WILL BE RESPONSIBLE OR LIABLE FOR THE DELETION, CORRECTION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE OR BACKUP OR MAINTAIN ANY THIRD-PARTY OR USER DATA.
15. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL THE COMPANY, ITS AFFILIATES, CONTRACTORS, SUBCONTRACTORS, EMPLOYEES, AGENTS, SUBSIDIARIES, THIRD-PARTY PARTNERS, LICENSORS, AND SUPPLIERS BE RESPONSIBLE OR LIABLE, WHETHER UNDER LAW OR IN CONTRACT, FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE OR EXEMPLARY LOSSES, EXPENSES, COSTS AND DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSSES, DAMAGES OR LIABILITY RESULTING FROM OR OTHERWISE CONNECTED WITH LOSS OF DATA OR LOSS OF PROFITS OR REVENUE OR ANTICIPATED PROFITS OR DAMAGE TO GOODWILL OR LOSS OF BUSINESS OPPORTUNITY, CONTRACTS OR AGREEMENTS, AND ANY OTHER LOSS, EXPENSES, FEES, COSTS OR DAMAGE) THAT RESULT FROM OR IS OTHERWISE ACCREDITED TO OR CONNECTED WITH YOUR USE OR YOUR INABILITY TO USE THE INFORMATION OR MATERIALS OR DATA ON THE WEBSITE OR THE SERVICE, OR FROM ANY OTHER INTERACTIONS YOU MAY HAVE WITH THE COMPANY, ITS AFFILIATES, CONTRACTORS, SUBCONTRACTORS, EMPLOYEES, AGENTS, SUBSIDIARIES, THIRD-PARTY PARTNERS, LICENSORS, OR ITS SUPPLIERS, EVEN IF THE SAME OR THEIR EMPLOYEES OR AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SUBJECT TO THE FOREGOING PARAGRAPH, AND IN THE EVENT WHERE THE COMPANY IS FOUND UNDER APPLICABLE LAW LIABLE TO YOU, IN NO EVENT WILL THE COMPANY'S OR ITS AFFILIATES', CONTRACTORS', EMPLOYEES', AGENTS', SUBSIDIARIES' OR THIRD-PARTY PARTNERS', LICENSORS', OR SUPPLIERS' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, EXPENSES AND COSTS, YOU MAY HAVE INCURRED OR SUSTAIN OR MAY INCUR AND SUSTAIN, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS, THE DOCUMENTS, YOUR ACCESS OR USE OF THE WEBSITE OR THE SERVICE, INCLUDING, WITHOUT LIMITATION, YOUR INTERACTIONS WITH OTHER USERS, (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING AND USING THE SERVICE DURING THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY PRECEDING THE DAY THE ACT OR OMISSION OCCURRED THAT GAVE RISE TO YOUR CLAIM.
YOU HEREBY ACKNOWLEDGE AND AGREE THAT THE COMPANY HAS OFFERED AND PROVIDED AND WILL OFFER AND PROVIDE ITS PRODUCTS AND SERVICES, INCLUDING, WITHOUT LIMITATION, THE SERVICE, SET ITS PRICES (IF APPLICABLE), AND ENTERED INTO THESE TERMS AND THE DOCUMENTS IN RELIANCE UPON THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES HERETO (INCLUDING, BUT NOT LIMITED TO, THE RISK THAT A CONTRACT REMEDY MAY FAIL OF ITS ESSENTIAL PURPOSE AND CAUSE CONSEQUENTIAL LOSS), AND THAT THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND COMPANY.
16. Indemnification
You hereby covenant, undertake and agree to defend, fully indemnify on demand and hold harmless the Company and its subsidiaries, agents, contractors, suppliers, licensors, third party partners, managers and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt and expenses (including but not limited to legal fees and expenses in the defense or settlement or any demands, claims, or lawsuits) incurred or sustained by any one of them arising out of or otherwise relating to (a) your use of and access to the Service, including, without limitation, any data, information, material or work transmitted or received by you; or (b) your violation of any term of these Terms or any of the other Documents, including, without limitation, your breach of any of the representations and warranties herein above, your covenants, undertaking and agreements herein above; or (c) your violation of any third-party right, including, without limitation, any right of privacy, publicity rights or intellectual property rights; or (d) your violation of any law, rule or regulation of any country; or (e) any claim or damages that arise as a result of any of your User Data or any other data that are submitted or otherwise supplied by you to the Company via your User Account or otherwise; or (f) any other party's access and use of the Service with your unique username, password or other appropriate security code. Subject to what is stated herein after in the immediately succeeding sentence, you further covenant, undertake and agree that you will notify in writing the Company immediately and in any event within 2 (two) calendar days from you becoming aware of or reasonably excepted to have become aware of any such claims, actions or proceedings, and acknowledge and agree that the Company shall have the absolute right to control the negotiations, defence, settlement, adjustment or compromise of the said claims, actions or proceedings by using and appointing legal counsel or other professional advisers, selected at the discretion of the Company. Provided that (a) to the extent that the Company first becomes aware or is notified or served with any of the aforesaid claims, actions or proceedings, the Company will use reasonable efforts to notify you of the same; and (b) you shall be solely and exclusively liable for any and all costs and expenses (including, without limitation, legal fees) associated or otherwise relating to the Company exercising its foregoing right to appoint a legal counsel or other professional advisers, and to that end you shall reimburse immediately in full and upon demand the Company (in case the Company pays the same).
17. Location of the Service
The Service is controlled and operated from our facilities in the European Union. The Company makes no representations that the Service is appropriate or available for use in other locations outside the European Union. Those who access or use the Service from jurisdictions other than as aforesaid, do so at their own volition and are entirely, solely and absolutely responsible and liable for compliance with all applicable local laws and regulations, including but not limited to export and import regulations.
18. Governing Law; Arbitration
You hereby acknowledge and agree that: (a) the Service shall be deemed solely based in the Republic of Cyprus; and (b) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than the Republic of Cyprus. These Terms shall be governed by and shall be construed by the laws of the Republic of Cyprus. You hereby further agree to submit to the exclusive jurisdiction of the courts located in the Republic of Cyprus for any actions for which the Company retains the right to seek injunctive or other equitable relief in such courts to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the arbitration provision under the following paragraph herein below, including, without limitation, any provisional relief required to prevent irreparable harm. You hereby further acknowledge and agree that the Republic of Cyprus is the proper forum for any appeals of an arbitration award or for trial court proceedings if the arbitration provision below is found to be unenforceable.
READ THIS PARAGRAPH CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM THE COMPANY. For any claim, dispute or controversy arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof, (collectively "Claims") you hereby agree to first contact the Company via email using the contact information available herein and attempt to resolve such dispute with the Company amicably. In the unlikely event that the Company has not been able to resolve any Claims with you within a period of sixty (60) calendar days from the date it has been informed of the same, both you and the Company agree to resolve and fully and finally settle any such Claim (excluding any claims for injunctive or other equitable relief as provided below) through binding arbitration subject to and in accordance with the provisions of the Cyprus Arbitration Law, Cap. 4 ("Arbitration"). The place of the Arbitration shall be Limassol, Cyprus, the language of the Arbitration shall be English, and the award rendered by the arbitrator under the Arbitration shall include costs of arbitration, reasonable lawyers' fees and reasonable costs for expert and other witnesses. Unless the Company agrees otherwise, the arbitrator may not consolidate more than one person's claims.
Nothing in the immediately foregoing paragraph herein above shall prevent or shall be deemed as preventing the Company from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property or other proprietary rights.
19. Miscellaneous
The Company may provide you with notices, including, without limitation, those regarding changes to these Terms, by email or regular mail or postings on the Service ("Company Notices"). Any Company Notices will be deemed given: (a) if by email, 24 hours after email is sent, unless Company is notified that the email address is invalid. You hereby acknowledge and agree that the Company shall not be responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide the Company with; or (b) if by mail to a postal address, seven (7) seven working days (i.e. days where credit institutions are open for business in Limassol, Cyprus) after the date of mailing; or (c) if by posted on the Service, five (5) calendar days following the initial posting.
The Company reserves the right to determine the form and means of providing the Company Notices to Users provided that you may opt out of certain means of notification as described in these Terms or otherwise in the Documents or on the Service.
When the Company changes, alters or modifies these Terms or any one of the other Documents in a material manner ("Material Changes"), the Company will update the "Last Modified" date at the top of this page and notify you that Material Changes have been made to these Terms or other Documents, as the case may be. The Company will ask and require you, upon your next login to the Service, to agree to the Material Changes. Without prejudice to the foregoing, in the event where you do not demonstrate your agreement with the Material Changes, at the time(s) and in the manner the Company will require you to do so, but nonetheless continue to browse or access or use the Services, you hereby acknowledge and agree that such continued browsing or accessing or use of the Service shall signify your unconditional and full acceptance and agreement to the Terms or Documents, as the case may be, as amended by the Material Changes.
If for any reason whatsoever, you do not agree with the Material Changes or any part thereof, you should not and, in any event, should refrain from and cease immediately to access and use the Service, as the case may be.
Any notice or other communication from you to the Company in connection with these Terms or any one of the other Documents must be in writing, in the English language and shall be sent to the following address or email or such new address or email as may from time to time be supplied hereunder by the Company hereto and shall be deemed to have been given (a) at the time it is delivered in person if sent by personal service; or (b) if sent by email with receipt acknowledged electronically, at the opening of business on the day following the date appearing on the foregoing receipt, if sent after 5pm Cyprus time or on the date of the receipt if sent before 5pm Cyprus time; or (c) if by mail to a postal address, seven (7) working days (i.e. days where credit institutions are open for business in Limassol, Cyprus) after the date of mailing.
The contact details of the Company for all notices and communication are as follows:
- Postal address: 33A Okeanidos Street, 4103, Limassol, Cyprus
- Telephone number: +357 25 870087
- Facsimile number: +357 25 870086
- Email address: [email protected]
The failure of the Company at any time to exercise or enforce any right or provision of these Terms or of any one of the other Documents shall in no way constitute a waiver of such right or provision. Any waiver of any provision of these Terms or of any one of the other Documents will be effective only if in writing and signed by the Company.
If any provision of these Terms or of any one of the other Documents is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms or from any one of the other Documents to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
These Terms and the Documents, and any rights and licenses granted hereunder are personal to you and may not be transferred or assigned by you at any time, howsoever and whatsoever. Subject to and in accordance with applicable law, the Company may assign its right, together with its obligations hereunder, to any parent, subsidiary, affiliate or successor, or in connection with any sale, transfer or other disposition of all or substantially all of its business and assets, provided that any such assignee assumes the Company's obligations hereunder.
Upon termination of these Terms, any provision which, by its nature or express terms should survive, shall survive such termination or expiration, including, but not limited to, sections 10 to 18, both inclusive.
The heading references herein are for convenience only, do not constitute part of these Terms and will not affect the construction or interpretation of these Terms, and will further not and should not be deemed to limit or affect any of the provisions hereof.
These Terms and the Documents constitute the entire agreement between you and the Company relating to the subject matter herein and supersede and extinguish any prior drafts, previous agreements, undertakings, representations, warranties and arrangements of any nature whatsoever, whether or not in writing.
Unless the context otherwise requires or unless otherwise provided herein words in the singular form shall be construed to include the plural and vice versa and pronouns in masculine, feminine and neuter genders shall be construed to include any other genders in this respect.
Unless otherwise provided, reference herein to a "day" shall mean a calendar day, reference to a "month" shall mean a calendar month and reference to a "year" shall mean a calendar year.
Reference to a law or a provision thereof is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that law or provision and all orders, notices, regulations and guidance made under it.
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