Please review these terms and conditions of service carefully before using octoclick.com and the services thereon.
This document states the terms and conditions (these "Terms") upon which TAHKMEDIA LIMITED, a company organized in Cyprus ("OctoClick", "we," "us" or "our"), you may use our services including through and in relation to the octoclick.com website (the "Service"). These Terms constitute a contractual agreement between you and us. By visiting, accessing, using, joining and/or participating in (collectively "using") the Service, you express and acknowledge your understanding and acceptance of these Terms. As used in this document, the terms "you" or "your" refers to you, any entity you represent, your or its representatives, successors, assigns and affiliates, and any of your or their devices. If you do not agree to be bound by these Terms, navigate away from the Service and cease using it.
WHEREAS, we have developed the Service for users to advertise and publish advertisements on the Internet; and
WHEREAS, you own and operate one or more websites, applications, offers, services and/or properties (each "Your Property" and collectively "Your Properties"); and
WHEREAS, you desire to buy advertising space or impressions for Your Properties on websites, applications and/or properties operated by other users of the Service ("Third Party Properties") and/or you desire to publish advertising for Third Party Properties on Your Properties; and
WHEREAS, we will grant you the use of the Service to buy and sell advertising space and impressions through the Service in accordance with the terms hereof.
NOW, THEREFORE, in consideration of the recitals and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties make the following agreement:
You must be over eighteen (18) years of age to use the Service, unless the age of majority in your jurisdiction is greater than eighteen (18) years of age, in which case you must be at least the age of majority in your jurisdiction. By accepting these Terms you represent and warrant that you are at least the minimum age as required by the previous sentence. Use of the Service is further not permitted where prohibited and you represent and warrant that you are not otherwise prohibited to use the Service.
2. Grant of Use; Termination
By accepting these Terms and/or creating an Account (defined below) you understand that you are merely requesting acceptance to the Service and that you will not be permitted full use of the Service until you have been accepted into the Service by us (such acceptance to be terminable in accordance with the terms hereof).
Subject to our acceptance of you to the Service, we grant you a non-exclusive, non-transferable and limited right to access, non-publicly display, and use the Service, including all content and services available therein (the "Content"), on your computer consistent with these Terms.
This grant is terminable (including a partial termination or limitation) by us at will for any reason and at our sole discretion, with or without prior notice. Upon termination we may, but shall not be obligated to: (i) delete or deactivate your Account (as defined below), (ii) block your e-mail and/or IP addresses or otherwise terminate your use of the Service, and/or (iii) take any other action to prevent your use of the Service. You may also terminate your participation in the Service by providing notice to us at any time. If you terminate for any reason, or if we terminate for cause, including for breach of any of the Participation Conditions (defined below), then we shall not be obligated to pay you any amounts owing to you. Upon termination by us, you agree not to use or attempt to use the Service after said termination. Upon termination for any reason, the grant of your right to use the Service shall terminate, but all other portions of these Terms shall survive. Pursuant to the terms herein, including Sections 11 and 12, you acknowledge that we are not responsible to you or any third party for the termination of your grant of use.
You must create an account with us (an "Account") to use the Service to its fullest extent. You represent and warrant that all information that you provide to us in creating your Account is complete and accurate. You shall update such information when it changes or when we request.
By creating an Account on behalf of a company or other entity, you represent and warrant that you have the authority and capacity to enter into these Terms and bind the entity on its behalf.
You shall not use another person's or entity's Account without authorization. You shall be solely responsible for maintaining the confidentiality of and restricted access to your Account. You shall be solely responsible for all activities that occur under your Account. You shall notify us immediately of any breach of security or unauthorized use of your Account. Pursuant to the terms herein, we shall not be liable for any losses resulting from any unauthorized use of your Account and, in addition to Sections 14 and 15 hereof, you hereby indemnify us and hold us harmless for any such unauthorized use. You acknowledge and understand that anyone who gains access to your Account will gain access to your all of your data on your Account, including any private content, and the ability to buy and sell advertising on your behalf.
4. Advertiser's Supplement; Publisher's Supplement
The Service offers you the ability to buy and sell advertising space through the Service. If you use the Service to buy advertising space (as an "Advertiser") or if you use the service to sell advertising space (as a "Publisher"), you hereby acknowledge and agree that you agree to and will be bound by the Advertiser's Supplement and the Publisher's Supplement, respectively, as they may be amended from time to time and which are incorporated herein by reference (together, the "Transaction Supplements"). You acknowledge and agree that a breach of any provision in either of the Transaction Supplements is a breach of these Terms. Where these Terms and the Transaction Supplements conflict, these Terms shall control.
5. Intellectual Property
The Content on the Service and available through the Service, excluding Advertisements and Third Party Content (both defined below), but including other text, graphical images, photographs, music, video, software, databases, scripts and trademarks, service marks and logos contained therein (collectively "Proprietary Materials"), are owned by and/or licensed to us. All Proprietary Materials are subject to copyright, trademark, trade secret, and/or other rights under the laws of applicable jurisdictions, including domestic laws, foreign laws, and international conventions. We reserve all our rights over our Proprietary Materials.
Except as otherwise explicitly permitted, you agree not to copy, modify, publish, transmit, distribute, participate in the transfer or sale of, create derivative works of, or in any other way exploit, in whole or in part, any Content.
6. Your Websites
In order to include Your Properties in the Service (and, as a result buy and/or sell advertising space), you must submit Your Properties for acceptance into the Service. We reserve the right to accept or reject Your Website from inclusion in the Service in our sole discretion, for any and no reason, including for failing any of the Participation Conditions (defined below). Your application must include all information requested in the application on the Service. In addition to our right to terminate your grant of use of the Service, we reserve the right to terminate Your Property's inclusion in the Service in our sole discretion, for any and no reason, including for failing any of the Participation Conditions or other requirements, with or without notice. In our sole discretion, we may give you a grace period to cure a breach of a Participation Condition or other requirement, but we shall be under no obligation to do so.
You must properly categorize Your Property in accordance with the categories set forth on the Service and provide any further information as requested by us on the Service. You represent and warrant that all information you include with the submission of Your Website is true and correct.
You represent and warrant that you have the necessary ownership, licenses, permissions, rights and consents to submit Your Property to the Service and to authorize us to include Your Property in the Service for any and all uses contemplated by the Service and these Terms. You are entirely responsible for any of Your Properties you submit to the Service. You shall be solely responsible for any and all of Your Properties and any and all consequences of submitting them to the Service.
We claim no ownership or control over Your Properties. You or a third party licensor, as appropriate, retain all rights in and ownership over Your Properties and you are responsible for protecting your rights in and ownership over Your Properties as appropriate.
You are entirely responsible for any and all materials you upload, submit or otherwise make available via the Service, including advertisements (whether in the form of banners, pop-unders, pop-ups, advertising copy, or otherwise) that you seek to place through the Service (collectively, "Advertisements"). Advertisements cannot always be withdrawn. You acknowledge that any disclosure of personal information in Advertisements may make you or others personally identifiable and that we do not guarantee any confidentiality with respect to Advertisements (in fact, advertisements are likely to be published publicly on the Internet).
You shall be solely responsible for any and all of your own Advertisements and any and all consequences of posting, uploading, publishing or otherwise making them available. For any of your Advertisements, you affirm, represent and/or warrant that:
a) You own or have the necessary licenses, permissions, rights or consents to use and authorize us to use all trademarks, copyrights, trade secrets or other proprietary rights in and to Advertisements for any and all uses contemplated by the Service and these Terms;
b) You will not post, or allow anyone else to post, any kind of erotic or pornographic materials; and
c) You have written consent, release, and/or permission from each and every identifiable individual in your Advertisements to use the name and/or likeness of each and every such identifiable individual to enable use of the Advertisement for any and all uses contemplated by the Service and these Terms. You further agree that you shall not submit an Advertisement that:
d) Is copyrighted, protected by trade secret or trademark laws, or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have explicit permission from the rightful owner to submit the material and to grant us all of the license rights granted herein;
e) Is obscene, vulgar, illegal, unlawful, defamatory, fraudulent, libelous, harmful, harassing, abusive, threatening, invasive of privacy or publicity rights, hateful, racially or ethnically offensive, inflammatory, or otherwise inappropriate as decided by us in our sole discretion;
f) Contains any pornographic content or promotes any sexual related activities;
g) Depicts illegal activities, promotes or depicts physical harm or injury against any group or individual, or promotes or depicts any act of cruelty to animals;
h) Impersonates any person or entity or otherwise misrepresents you in any way, including creating a false identity;
i) Would constitute, encourage or provide instructions for a criminal offense, a violation of the rights of any party, or that would otherwise create liability or violate any local, state, national or international law; or
j) Is unsolicited or unauthorized advertising, promotion, "spam" or any other form of solicitation.
We claim no ownership or control over Advertisements or Third Party Content. You or a third party licensor, as appropriate, retain all copyrights to Advertisements and you are responsible for protecting those rights as appropriate. You irrevocably grant us a world-wide, non-exclusive, royalty-free, perpetual, non-cancelable, sub-licenseable license to reproduce, publicly perform, publicly display, distribute, adapt, modify, publish, translate, create derivative works of and otherwise exploit Advertisements (including any trademarks incorporated therein) for the purposes contemplated by the Service and these Terms. Furthermore, you also grant other users of the Service a right and license to use Advertisements in connection with their use of the Service and/or promoting/publishing your Advertisements. You also irrevocably waive and cause to be waived against us and any of our users any claims and assertions of moral rights or attribution with respect to Advertisements.
The foregoing license specifically includes a license by you to us to modify Advertisements as necessary for technical or commercial reasons, including scaling images, creating thumbnail images, shortening text to fit available space and any other modifications we deem necessary in our sole discretion to adequately provide the Service to you.
You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to Advertisements. Specifically, you represent and warrant that you own the title to the Advertisements, that you have the right to upload the Advertisements to the Service and to have them displayed through the Service, and that uploading and displaying the Advertisements will not infringe upon any other party's rights or your contractual obligations to other parties.
You acknowledge that we may at our sole discretion refuse to publish, remove, or block access to any Advertisement for any reason, or for no reason at all, with or without notice.
Without limiting the other indemnification provisions herein, you agree to defend us against any claim, demand, suit or proceeding made or brought against us by a third-party alleging that your Advertisements or your use of the Service in violation of these Terms infringes or misappropriates the intellectual property rights of any third-party or violates applicable law and you shall indemnify us for any and all damages against us and for reasonable attorney's fees and other costs incurred by us in connection with any such claim, demand, suit or proceeding.
8. Participation Conditions
All campaigns are subject to our approval. We will not accept any campaigns, Advertisements or Your Properties for inclusion in the Service unless you have our explicit approval and your content and activities comply with these Terms and other restrictions that we may promulgate from time to time. If you have any questions about whether your campaigns, Advertisements or Your Properties comply with these Terms, you may contact your account manager.
You, Your Properties and Advertisements must satisfy all of the following conditions, as well as the other terms, conditions and restrictions contained in these Terms, and any other terms, conditions and restrictions as determined in our sole discretion (including any additional restrictions set forth in the administrative panel on the Service), in order to qualify for participation and continued inclusion in the Service (the "Participation Conditions"):
a) You must have the necessary ownership, licenses, permissions, rights or consents to submit Your Properties and Advertisements for inclusion in the Service and to use Your Properties and Advertisements in the Service.
b) You must own or have the necessary licenses, permissions, rights or consents to use all trademarks, copyrights, trade secrets or other proprietary rights in and to the content (including its domain name) on Your Properties and Advertisements.
c) You may not cheat, defraud or mislead us, or attempt to cheat, defraud or mislead the Service, in any manner.
d) You shall not engage in any activities that may be harmful to our image, goodwill or reputation (whether certain activities meet this definition is in our sole discretion).
e) Your Properties and Advertisements may not contain any kind of erotic or pornographic materials.
f) Your Properties and Advertisements may not contain any obscene, vulgar, illegal, unlawful, defamatory, fraudulent, libelous, harmful, harassing, abusive, threatening, invasive of privacy or publicity rights, hateful, racially or ethnically offensive, inflammatory, or otherwise inappropriate content as decided by us in our sole discretion.
g) Your Properties and Advertisements may not depict illegal activities, promote or depict physical harm or injury against any group or individual, or promote or depict any act of cruelty to animals.
h) Your Properties and Advertisements may not contain material that impersonates any person or entity or otherwise misrepresents you or Your Website's users in any way.
i) Your Properties and Advertisements must not contain software viruses or any computer code, file or program designed to interrupt, destroy, limit or monitor the functionality of any computer software or hardware or any telecommunications equipment.
j) Your Properties and Advertisements may not contain Active-X elements or similar technology.
k) Your Properties and Advertisements may not contain or advertise "malware sponsors."
l) Your Websites and Advertisements may not phish for information, mislead users, or include any content which forces users to take any action (e.g., warnings, locking notifications, etc.).
m) Your Properties and Advertisements may not contain or advertise torrents, "warez" or similar content.
n) Your Properties and Advertisements may not contain or advertise stolen scripts.
o) Your Properties and Advertisements may not promote or incentivize online activity to surf websites, click on ads or engage in any activity that artificially enhances website, advertiser or other metrics.
p) Your Properties and Advertisements may not promote the production of fake documents, the copying of materials or paper mills.
q) Your Properties and Advertisements may not promote drugs or any related paraphernalia.
r) Your Properties and Advertisements may not promote content that is targeted to anyone under the age of eighteen (18) years.
s) Your Properties and Advertisements may not be under construction or incomplete.
t) Your Properties must have substantial real content and not simply be "blind links."
u) Your Properties and Advertisements may not use any third party trademarks without appropriate authorization and may not create a likelihood of confusion for consumers or dilute any third party trademarks.
v) Your Properties and Advertisements may not attempt to profit from human tragedy or suffering.
x) Your Properties and Advertisements must abide by all applicable local, state, national and international laws and regulations. The generality of this provision shall not be limited by the other Participation Conditions.
y) You must voluntarily inspect and maintain written documentation sufficient to satisfy United States statute 18 U.S.C. § 2257 and other similar laws to confirm that all individuals on Your Properties and Advertisements are over the age of (18) years, even if you are not subject to the jurisdiction of the United States.
z) If you are subject to EU Directive 2009/58/EC (the "EU Cookie Law"), you must provide clear and comprehensive information about the purposes of, storage of and access to cookies and related technologies used by Your Properties and Advertisements, including those technologies employed by the Service in conjunction with Your Properties and Advertisements, and receive the proper consent as required by the EU Cookie Law.
aa) Your Properties and Advertisements may not constitute, encourage or provide instructions for a criminal offense, a violation of the rights of any party (including the infringement of anyone's intellectual property rights), or otherwise create liability or violate any local, state, national or international law.
bb) You may not send, transfer or otherwise initiate e-mails or other communications in violation of "spam" laws, including, for example, the Can-Spam Act of 2003.
cc) You may not use the Service in any way that may expose us to liability, whether criminal, civil or otherwise.
dd) You may not use the service as a means of exchanging currencies.
ee) You may not take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our technology infrastructure or otherwise make excessive demands on it.
ff) Your Property may not be hosted on a free web host, with the exception of free blog hosts.
gg) You may not use any automated means, including robots, crawlers or data mining tools, to download, monitor or use data or Content from the Service.
hh) You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any information you transmit to or from the Service.
ii) You may not disable, circumvent, or otherwise interfere with security related features of the Service or features that prevent or restrict use or copying of any content or which enforce limitations on the use of the Service or the Content.
The Transaction Supplements:
jj) If you use the Service as an advertiser, You and Your Properties and Advertisements must comply with all the conditions contained in the Advertiser's Supplement, including its additional Participation Conditions.
kk) If you use the Service as a publisher, You and Your Properties and Advertisements must comply with all the conditions contained in the Publisher's Supplement, including its additional Participation Conditions.
You agree and acknowledge that we may use both manual and automated methods to ensure your compliance with the Participation Conditions. We retain the sole right, in our reasonable discretion, to determine whether you have complied with the Participation Conditions.
We reserve the right to take appropriate action against you for any breach or suspected breach of the Participation Conditions or other unauthorized use of the Service, including civil, criminal and injunctive redress in addition to termination of your grant of use of the Service. Any use of our computer systems not authorized by these Terms is a violation of these Terms and certain domestic, foreign and international laws.
Nothing contained in this Section, or any other part of these Terms, shall constitute legal or professional advice regarding any matter referenced herein. You are solely responsible for obtaining your own legal advice regarding compliance with any and all applicable laws or regulations.
9. Content on the Service
You understand and acknowledge that, when using the Service, you may be exposed to Content from a variety of sources including content made available on the Service by other users, content made available by automated means, or by links to other websites on the internet, including other websites participating in the Service and advertisements of other users using the Service (collectively, "Third Party Content") and that we do not control and are not responsible for any Third Party Content. We assume no responsibility for the content, privacy policies or practices of the Third Party Content and their owners and operators. In accordance with Sections 14 and 15 herein, we also make no representation and warranty as to the accuracy, completeness or authenticity of information of the Third Party Content and we shall not be liable for any and all liability arising from your use of any Third Party Content.
We claim no ownership or control over Third Party Content. Third parties retain all rights, responsibilities and liabilities to Third Party Content and they are responsible for protecting their rights as appropriate.
You understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent or otherwise objectionable or may cause harm to your computer systems and, without limiting the other limitation of liability provisions herein, you agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against us with respect thereto.
You understand and acknowledge that we assume no responsibility whatsoever for monitoring the Service for inappropriate Content or conduct. If at any time we choose, in our sole discretion, to monitor such Content, we assume no responsibility for such Content, have no obligation to modify or remove any such Content (including Advertisements and Third Party Content), and assume no responsibility for the conduct of the users submitting any such Content (including Advertisements and Third Party Content).
Without limiting the provisions below on limitations of liability and disclaimers of warranties, all Content on the Website is provided to you "AS-IS" for your use only as contemplated by these Terms and you shall not use, copy, reproduce, distribute, transmit, broadcast, display, sell, license or otherwise exploit for any other purpose whatsoever the Content without the prior written consent of the respective owners/licensors of the Content.
You acknowledge that we may in our sole discretion refuse to publish, remove or block access to any Content for any reason, or for no reason at all, with or without notice.
10. Your Notification Obligations
You agree to immediately notify us of any of the following:
a) Each website, service, property or other location where you will implement or use the Service, whether that is the location that you will be publishing advertisements or whether that is the location that your advertisements are advertising.
b) Whether there are any inquiries or concerns by any persons regarding any potentially illegal activities or activities in contravention of the Participation Conditions to you or in regards to Your Properties or Advertisements.
c) If you receive any inquiries, requests for information, complaints, cease and desist notifications in any way related to your use of the Service and relating to obscenity, child pornography, SPAM complaints, copyright infringement, trademark infringement, unfair or deceptive trade practices, misleading search terms, invasion of publicity or privacy, fraud (including credit card fraud), any other criminal investigation inquiry (unless you are clearly prohibited from doing so by law), any civil investigation or litigation or any civil or criminal subpoena.
d) You are solely responsible for notifying your Personal Manager about the payment information change 24 hours before the Invoice or refund is issued, or before the payment is made.
Advertiser is aware of GDPR (General Data Protection Regulation) and responsible for taking sufficient efforts according to GDPR requirements to inform his site(s) visitors on collecting personal data and liable for a further security and subsequent economic and legal fate of personal data received from Publisher via OctoClick.
OctoClick disclaims all liability for Advertiser's violation of GDPR of any kind.
Advertiser agrees not to disclose OctoClick Confidential Information without OctoClick' prior written consent. “Confidential Information” includes without limitation: (i) all Network software, technology, programming, technical specifications, materials, guidelines and documentation You learns, develops or obtains that relate to the OctoClick Network; (ii) click-through rates or other statistics provided to Advertiser by OctoClick; and (iii) any other information designated in writing by OctoClick as “confidential” or any designation to the same effect.
12. Modification of These Terms
We reserve the right to amend these Terms, including the Transaction Supplements, at any time by posting such amendments to the Service. The top of the Terms and the Transaction Supplements will indicate the date that amendments were last made. No other notification may be made to you about any amendments. YOU ACKNOWLEDGE THAT YOUR CONTINUED USE OF THE SERVICE FOLLOWING SUCH AMENDMENTS WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH AMENDMENTS, REGARDLESS OF WHETHER YOU HAVE ACTUALLY READ THEM.
13. Indemnification and Release
To the fullest extent of the law, you accept full responsibility for, shall indemnify us and hold us harmless for and from any damages and for and from any threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, or any hearing inquiry or investigation that we believe may lead to the institution of any such action, suit, proceeding or alternative resolution mechanism, whether civil, criminal, administrative, investigative or otherwise (hereinafter, collectively, a "Claim") by reason of, connected to, or arising in part or in whole out of any aspect of your use of the Service, including Your Property's inclusion in the Service, Advertisements or your breach of these Terms (including the Participation Conditions). You shall indemnify us against any and all expenses, losses, claims, damages, and liabilities, joint or several, including, without limitation, attorney's, investigation, legal, court and other out-of-pocket obligations, fees and costs, and costs of being a witness, incurred by reason of, in connection with or arising in part or in whole out of such a Claim.
In the event of a Claim under this Section, we shall be permitted to select legal counsel to in relation to such a Claim. We reserve the right to participate in the proceedings of any Claim subject to indemnification from you, but we shall have no obligation to do so. You shall not settle any such Claim without our prior written consent, which we shall not unreasonably withhold.
In the event that you are involved in a dispute with any third parties, including any users of Your Properties or any other users of the Service, you hereby release us, our officers, employees, agents and successors-in-right from claims, demands and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or the Service.
You understand and acknowledge that we will charge, on an hourly basis, for any and all time spent responding to any third-party complaints, disputes, claims or actions involving you, Your Properties and/or Advertisements. You agree to promptly pay any and all such amounts.
14. Disclaimer of Warranties and Limitations of Liabilities
READ THIS SECTION CAREFULLY AS IT LIMITS OUR LIABILITY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
The Service may contain links to third-party websites which are independent of us, including Third Party Properties. We assume no responsibility for the content, privacy policies, or practices of and make no representation or warranty as to the accuracy, completeness or authenticity of information contained in any third party websites. We have no right or ability to edit the content of any third party websites. You acknowledge that we shall not be liable for any and all liability arising from your use of any third party websites.
You expressly agree that your use of the Service is at your sole and exclusive risk. The Service is provided "AS-IS" and without any warranty or condition, express, implied or statutory. We specifically disclaim to the fullest extent any implied warranties of merchantability, fitness for a particular purpose, non-infringement, title, information accuracy, integration, interoperability and quiet enjoyment. We disclaim any warranties for viruses or other harmful components in connection with the Service. Some jurisdictions do not allow the disclaimer of implied warranties, therefore, in such jurisdictions, some of the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.
UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR DIRECT, INDIRECT INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, RESULTING FROM ANY ASPECT OF YOUR USE OF THE SERVICE, WHETHER, WITHOUT LIMITATION, SUCH DAMAGES ARISE FROM (i) YOUR USE, MISUSE OR INABILITY TO USE THE SERVICE, (ii) YOUR RELIANCE ON ANY CONTENT ON THE SERVICE, (iii) THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION OR COMPLETE DISCONTINUANCE OF THE SERVICE, (iv) THE TERMINATION OF THE SERVICE BY US, OR (v) THE TEMPORARY OR PERMANENT SHUTDOWN OF YOUR PROPERTY OR OTHER PROPERTIES PARTICIPATING IN THE SERVICE. THE FOREGOING SHALL APPLY REGARDLESS OF THE NEGLIGENCE OR OTHER FAULT OF EITHER PARTY AND REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT OR ANY OTHER THEORY OF LIABILITY. THESE LIMITATIONS ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR PRODUCTS RECEIVED OR ADVERTISED IN CONNECTION WITH THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW SOME LIMITATIONS OF LIABILITY, THEREFORE, IN SUCH JURISDICTIONS, SOME OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.
WE DO NOT WARRANT THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM YOUR USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, CONTENT OR OTHER MATERIAL OBTAINED THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR (v) ANY ERRORS IN CONTENT WILL BE CORRECTED.
ANY CONTENT OBTAINED THROUGH THE USE OF THE SERVICE IS OBTAINED AT YOUR OWN DISCRETION AND RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU, YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH CONTENT.
YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SERVICE OR ANY OTHER GRIEVANCE SHALL BE THE TERMINATION OF YOUR USE OF THE SERVICE. WITHOUT LIMITING THE FOREGOING, IN NO CASE SHALL THE MAXIMUM LIABILITY OF US ARISING FROM OR RELATING TO YOUR USE OF THE SERVICE EXCEED $500.
15. Choice of Law and Venue
To the maximum extent permitted by law, these Terms as well as any claim, cause of action, or dispute that may arise between you and us, are governed by the laws of the Cyprus without regard to conflict of law provisions. FOR ANY CLAIM BROUGHT BY YOU AGAINST US, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS LOCATED IN NICOSIA, CYPRUS. FOR ANY CLAIM BROUGHT BY US AGAINST YOU, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL JURISDICTION IN AND THE VENUE OF THE COURTS IN NICOSIA, CYPRUS AND ANYWHERE ELSE WHERE PERSONAL JURISDICTION OVER YOU CAN BE FOUND.
16. General Terms
a) Relationship of Parties. No partnership, joint venture, agency, franchise, sales representative or employment relationship is intended or created by these Terms. You have no authority to make or accept any offers or representations on our behalf. You shall not hold yourself out as our agent. You shall not take any action or make any statement that contradicts anything in this sub-section.
b) Third Party Rights. Nothing in these Terms is intended, nor will be deemed, to confer rights or remedies upon any third party.
c) Merger. These Terms (including those documents incorporated herein by reference), as amended from time to time, constitute the entire agreement between you and us and supersede all prior agreements between you and us and may not be modified without our written consent.
d) Waiver. Our failure to enforce any provision of these Terms will not be construed as a waiver of any provision or right.
e) Severability. If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law, then the invalid and unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms shall continue in effect.
f) Independent Investigation. You acknowledge that you have read these Terms, including the Transaction Supplements and any additional documentation, and agree to its terms and conditions. You acknowledge that you have independently evaluated the desirability of entering into these Terms and are not relying on any representation, guarantee, or statement other than as set forth in these Terms. You acknowledge that you have the right to review these Terms with your attorney before you enter into it and that nothing herein and no statement by us or any person associated with us has in any way prevented or inhibited you in any way from seeking such advice before agreed to these Terms.
g) Assignment. These Terms are not assignable, transferable or sublicensable by you except with our prior written consent, but may be assigned or transferred by us without restriction. We may resell, assign or transfer our rights and obligations under these Terms at any time without restriction and without notice to or consent from you.
h) Notice. You agree that we may provide you with notices by e-mail, regular mail, or postings to the Service. Notice is deemed to be delivered by you when it is sent by us. Except as explicitly stated otherwise, notices to us must be delivered by reputable courier to Boumpoulinas 1, 3rd floor, Flat/Office 31, 1060, Nicosia, Cyprus or by e-mail to [email protected] and will be deemed to be delivered when actually received by us.
i) Force Majeure. Neither party shall be held responsible for reasonable delay or failure in performance of any obligation pursuant to these Terms caused by acts of God (or natural disasters), terrorism, strikes, embargoes, fires, war or other causes beyond the affected party's reasonable control.
j) Construction. The section titles in these Terms are for convenience only and have no legal or contractual effect. As used in these Terms, the term "including" is illustrative and not limitative.
k) Language. If this agreement is translated and executed in any language other than English and there is any conflict as between the translation and the English version, the English version shall control.