Terms & Conditions
1.Welcome to GRAY MATTER INTERNATIONAL
By using the Service, you agree to these Terms, our Privacy Center policies, and any community guidelines and supplemental terms provided to you in connection with your use of the Service (collectively, the “Terms”). Please read these Terms carefully, as they constitute the entire agreement between you and the Company.
These terms include the limitations of liability of the Company referred to in Section 9.
U.S. Users: This Section 14.2 below contains a binding arbitration agreement and a waiver of class action and jury trial provisions that apply to all U.S. Users.
2.Use of this service
A.License. You agree that you are authorized to use the Service in accordance with applicable law. If you are using the Service on behalf of a company, corporation or other entity, you warrant that you have the legal authority to accept these Terms on behalf of such entity, in which case such entity agrees to these Terms and “you” are acting on behalf of such entity. If you are using your account on behalf of an account owner (e.g., you are an administrator, consultant, analyst, etc.), then these Terms apply to actions you take on behalf of that account owner. Translated with www.DeepL.com/Translator (free version)
B. Indemnification. If you use the Service on behalf of a company, corporation or other entity, or if you use the Service for commercial purposes, then you and such entity shall indemnify and hold us (as defined in Section 8 below) harmless from any action, claim or cause of action arising out of or related to the use of the Service or a breach of these Terms, including any liability or expense arising from claims (including negligence claims), losses, damages, suits, judgments, costs and attorneys’ fees. Any liability or expense arising out of or in connection with the use of the Service or any breach of these Terms. Translated with www.DeepL.com/Translator (free version)
C. Age. If you are under the minimum age (as defined in Section 14), you may not register for an account. Unless you are the owner of an existing account on the Site in the United States, you must be at least the minimum age to use the Service. Certain areas of the Service contain adult content. Do not access this content unless you are an adult (i.e., at least the legal age of majority in your location). Translated with www.DeepL.com/Translator (free version)
D.Member Behavior. You agree that your use of the Services will not violate these Terms or our Community Code in any way, including.
i. Obtain or attempt to obtain unauthorized access to the Service or our servers, systems, networks or data.
ii. provide any content that is harmful to children, threatening, abusive, harassing, tortious, disreputable, vulgar, obscene, defamatory, invasive of another’s privacy, hateful, or racially or ethnically discriminatory, or otherwise objectionable or inappropriate.
iii. violates any applicable law or regulation; or
iv. impersonate any person or entity, or forge or tamper with headers or identifiers, in order to disguise the origin of any Content transmitted through the Service; or
v. provide any Content that you do not have a right to provide or that infringes any patent, trademark, trade secret, copyright or other property right of any person or entity
vi. post content that contains advertising or other commercial solicitation without our prior written consent
vii. provide viruses or any other computer code, files, programs or content designed to interfere with, destroy or limit the functionality of the Service, or affect other users; or
viii. interfere with or disrupt the Service or the servers, systems, or networks connected to the Service in any way.
E. Use of the Service. You must comply with any codes or policies relating to the Service. You may not use or interfere with the Service, or attempt to access the Service using an interface provided by us or otherwise than as described. You may use the Service only to the extent permitted by law. Except as otherwise expressly provided, you may not access or reuse the Service or any part thereof for any commercial purpose.
F. Export Controls. You agree to comply with the export control laws and regulations of the United States and the trade controls of other applicable countries, including, but not limited to, the Export Administration Regulations of the U.S. Department of Commerce, Bureau of Industry and Security, and the export control regulations of the U.S. Treasury Department. Regulations, and the embargo and trade sanctions programs administered by the U.S. Department of Treasury, Office of Foreign Assets Control. You warrant and covenant that you: (1) are not a prohibited party on any governmental exclusion list (see http://www.bis.doc.gov/complianceandenforcement/liststocheck.htm); (2) will not re-export or use the Service to transmit software, technology or other technical to a prohibited party or country; and (3) will not use the Service for military, nuclear, missile, chemical or biological weapons end-use, or engage in any other activity involving the Service that violates the import or export laws of the United States or other applicable countries.
G. Anti-Corruption Laws. You agree to comply with all applicable anti-corruption laws, including laws prohibiting unlawful payments to any person for corrupt purposes in connection with these Terms.
H. Ownership and Re-Use. Use of the Service does not give you any intellectual or other property rights or benefits in or to the Service or the Content you access. You may not use any brand or logo used on the Service unless we give you express written permission to do so. You may not remove, obfuscate or alter any legal notices displayed on or in conjunction with the Service. You may not copy, modify, rent, lease, loan, sell, trade, distribute, transmit, broadcast, publicly perform, create derivative works based on, or exploit or use or access any portion of the Service (including the Content, advertisements, application interfaces and software) for any commercial purpose unless you have express written permission to do so. I. Software License. Subject to your continued compliance with these Terms, we grant you a personal, royalty-free, non-transferable, non-assignable, revocable and non-exclusive license to use the Software and the Application Interface provided to you by us as part of the Service. This license is for the sole purpose of enabling you to use and enjoy the benefits of the Service provided by the Company and is used as permitted by these Terms and any additional terms or guidelines. You may not perform restoration work or attempt to extract source code from our software unless such restrictions are prohibited by applicable law or you have our express written permission. Our Software may automatically download and install security or other updates without prior notice to you.
J. Support. Unless otherwise expressly provided, we do not undertake to provide any support to you in connection with the Service. If we provide support to you, it is entirely at our discretion and does not mean that we will continue to provide support to you in the future.
K. Fees. We have the sole discretion to charge a fee (whether existing or not) for the use of or access to the Service (and any related support). If we decide to charge a fee, our payment terms will apply, and we will notify you in advance.
L. Different Versions of the Service. Different versions of the Service may have different open features and not all features may be available in your country or region. In addition, not all features may be available if the user you are communicating with uses a different version of the Service or uses third party software.
M. Anti-Abuse Policy. We prohibit the use of the Service to send unsolicited email or messages. You may not use the Service’s non-commercial property or applications for commercial activities or a substantial amount of activities without obtaining our prior written consent. You may not engage in conduct or activities that interfere with the Service or other user experience.
N. Envrmnt 360 Terms. U.S. Users: The Envrmnt 360 Terms apply to you and are available here in English and here in Spanish.
O. RSS feeds. If you use our RSS feeds, you may display only the content provided in the feed and may not modify it. In addition, you must identify the source as our website and provide a link to the full text of the RSS feed. Please do not integrate any advertising services into any RSS feeds. We reserve the right to discontinue any RSS feed at any time and to require any person to discontinue using the RSS feed at any time for any reason. Individual products or services of the Company may have more specific terms of use with respect to RSS feeds.
3.Your Account; Notice
A. Account information. You may need an account to use some of the Services. You must ensure that your account information (i.e., the information you provide when you register or sign up for the Service) is current, complete, accurate and truthful. All accounts are non-transferable and all rights to the account terminate upon the death of the account owner.
B. Access to Your Account. You are responsible for your account and all activities that occur through your account. To protect your account, please keep your password secure. Do not reuse your account password for other services. Without prejudice to your legal rights, if you forget your password and are unable to verify your account with the Site, you acknowledge and agree that you may not be able to access your account and that all information related to your account may not be retrieved.
C. Notices. We may provide you with notices (including service announcements and notices of changes to these Terms) by, but not limited to, email, general mail, text message or SMS, multimedia message, push notification or in-app message, posting on the Service, telephone, or other reasonable means currently known or to be developed in the future. You agree to receive these notices by any of the foregoing means. If you violate these Terms by accessing the Service in an unauthorized manner, then you may not receive a notice. You will be deemed to have received all and any notices that would have been served if you had accessed the Service in an authorized manner.
4.Privacy and Data Protection
Our Privacy Center will explain how we handle your personal information. By using the Service, you agree to our Privacy Policy and agree that we can use your information in accordance with our Privacy Policy. By using and benefiting from our services, you understand that personalization is at the heart of many of our services. We can only provide many of these services if we use your personal information to provide personalized content and advertising. Please visit our Privacy Center for more information on personalization.
5.Procedures for Claiming Copyright or Other Intellectual Property Rights Infringement
We respect the intellectual property rights of others and expect our users to do the same. We may, in appropriate circumstances and at our sole discretion, deactivate, terminate the account of a potentially infringing user, and/or take other appropriate steps. If you believe that your copyright or intellectual property rights have been violated, please follow the instructions provided here.
6.The contents of the Service and the provision of the Company’s license
A.Content. Our Service may display content that is not produced and owned by us. Such content is the sole responsibility of the entity or person posting it. We are not responsible for the actions of third parties, including the persons or entities with whom you communicate through the Service. Many of the Services allow you to submit Content. You, not the Company, are solely responsible for the content you upload, post, email, transmit, or otherwise make available through the Service. We may remove and refuse to display content that violates these Terms or applicable laws or regulations, but this does not mean that we monitor the Service, or review or screen any content.。 By using or accessing the Service, you understand and agree that you may be exposed to content that is offensive, indecent, or otherwise objectionable or inappropriate.
B.Intellectual Property Rights and Licenses. Except as otherwise provided in the terms or guidelines for a particular product, when you upload, share or submit Content to the Services provided by us, you retain ownership of any intellectual property rights you have in that Content and grant us a worldwide, royalty-free, non-exclusive, perpetual, irrevocable, transferable, sublicensable license to (a) use, host, store, reproduce, modify, prepare derivative works (such as translations, adaptations, excerpts or other changes), transmit, publish, publicly perform, publicly display, and distribute such Content in any manner, mode of transmission or media now known or hereafter developed. such as translating, adapting, summarizing, or otherwise altering), transmitting, publishing, publicly performing, publicly displaying, and distributing the Content in any manner, mode of transmission, or medium now known or hereafter developed; and (b) permitting other users to access, copy, distribute, publicly display, prepare derivative works from, and publicly perform your Content through the Service to the extent permitted by the functionality of the Service (e.g., allowing users to redistribute blogs, repost or download your content). Some portions of the Service may have specific terms or settings that allow for a different range of uses for such Content delivered by the Service.
7.Modify and Terminate the Service; Terminate the Account
A. We are constantly innovating, changing and improving the Service. Unless otherwise stated in Section 14 for your location, we may add or remove features, create new restrictions on the Service, or temporarily or permanently suspend or discontinue the Service without notice.
B. You may stop using the Service at any time.
C. Unless otherwise stated in Section 14 with respect to your area, we may suspend or terminate your account, or impose restrictions or limit your access to part or all of the Service, temporarily or permanently, at any time without notice and for any reason, including, but not limited to, breach of these Terms, court order or prolonged non-use.
D. Subject to any legal rights you may have, if your account is terminated, your access to your account username, password and all related information, files and content will be terminated, and your username may be recalled for use by others. If the Service is a paid service, please refer to our Payment Terms here.
8.Our Warranty and Disclaimer A.to the maximum extent permitted by applicable law, the company and its parents, subsidiaries, affiliates, officers, directors, employees, contractors, agents, partners, licensors, and distributors do not warrant, promise, or guarantee the service, either expressly or impliedly. we provide our service “as is”, “with all faults inherent therein” and “as available”. your use of the service, including the content on the service, is at your own risk, and we do not warrant, promise or guarantee that the service will be uninterrupted, timely, secure or error-free. you understand and agree that no data transmitted over the network or through data storage technology can be guaranteed to be secure, and we expressly disclaim all warranties, express or implied. we make no warranties, undertakings or guarantees regarding the content on or linked to the service, our support for the service, specific features of the service, the security of the service, or the reliability, quality, accuracy, availability, or ability of the service to meet your needs, provide specific performance, or achieve specific results.
B.some jurisdictions provide specific implied warranties, such as implied warranties of merchantability, fitness for a particular purpose, and non-infringement. to the fullest extent permissible pursuant to applicable law, we disclaim all implied or express promises or warranties with respect to the service.
9.Liability Limits
to the maximum extent permitted by applicable law, you agree and understand that the company will not be liable for any indirect, special, incidental, consequential, treble or other damages, exemplary or punitive damages arising out of or in connection with these terms and conditions or your use of the service. the company shall not be liable for any lost profits, lost revenue, lost business opportunities, diminution in value (including any claimed loss or diminution in value of personal data) or any other losses (collectively, “losses”) arising out of or in connection with these terms and conditions, or the use of or access to the service, including, without limitation, losses arising out of or in connection with the deletion, alteration, mis-delivery or inability to transmit data stored or transmitted by the service. the limitation, suspension or termination of your account; your downloading or sharing of data (including personal data) through the Service; unauthorized access to your account or any data maintained or transmitted by the Service; links to external websites or resources provided by the Service or third parties; your processing of or participation in promotional marketing activities of advertisers found on or through the Service; or any such marketing activities. processing or participation in promotional marketing activities of advertisers found on or through the Service; or goods or services sold by any such advertisers. We are not responsible for problems caused by other parties, errors or wrongful acts of third parties, or force majeure. the limitations and exclusions in these terms shall apply whether or not the company has been advised of, or has had notice of, the possibility of any loss.
to the maximum extent permitted by law and subject to clause 14, we shall not be liable for any dispute arising out of or in connection with these Terms or the Service in excess of the amount paid by you to us for the Service.
10.Comments and Suggestions
You agree that any recommendations, ideas, proposals, suggestions, reflections or other comments you submit to the Company regarding its products, services, websites, applications or technologies (“Comments and Suggestions”) may be used by the Company without any notice or obligation to you, without limitation, without compensation or remuneration to you, and you waive (or agree not to enforce) all present or future rights (including moral rights and equivalent rights) in any Comments and Suggestions.
11. Payment Services and Charges. Unless otherwise provided in other terms and conditions applicable to the Service you are currently using, the terms of Section 11 apply to you.
A. We may provide products and subscription services (“Paid Services”) for a fee. These Paid Services are governed by the additional terms you agreed to when you signed up for the Paid Services and by these Terms. If you register for a Paid Service, you must specify the payment method and provide us with accurate pricing and payment information, which you are obligated to update on an ongoing basis.
B. The following important provisions apply to all of our paid services.
I. Payment. You warrant that you are at least the minimum age required to sign the Legal Agreement, and you agree to pay us for any Paid Services you purchase from us and agree to pay any other fees incurred on your account, including applicable taxes and fees. You are responsible for all charges incurred on your account, including charges for purchases made by you or anyone you permit to use your account or any sub-account or linked account (including anyone with implied, actual or express authority), or by anyone who has access to your account because you have failed to protect your authentication data.
II. Method of Payment. You authorize and instruct us to collect these fees using the payment method you specify or, if payment fails, any other payment method you have stored in our system (including even the relevant payment methods we obtain for other fee-based services).
III. You are responsible for paying all fees even if your payment method fails or is rejected. You authorize and instruct us to obtain all information related to any payment method associated with your account.
IV. We may import payment information that you entered during a previous purchase and provide you with the option to use that payment information when you purchase a new product.
V. You permit us to obtain and use updated information from your payment method issuer in accordance with any applicable credit card type policies and procedures. In some cases, at our sole discretion and subject to the approval of the payment processor or issuing bank, we may continue to use a payment method to receive payments after the expiration of that payment method.
VI. Fraud Prevention Mechanisms. We may take steps to verify the validity of the credit card information you provide to us, including charging your credit card for amounts less than $1.00 and then immediately refunding it. You authorize us to do so for verification and anti-fraud purposes. VIII. Non-Refundable. Unless otherwise provided in the terms you agreed to when you registered for the paid services, all fees are non-refundable, except as otherwise provided in Section 14 for your region or as otherwise provided below.
VII. Termination. We may, in our sole discretion, change, discontinue or terminate any or all portions of the Paid Services without notice, including the use of support services, content and other products or services additional to the Paid Services, provided that an appropriate refund is provided for any portion specified but no longer available. To cancel a paid service, you may stop ordering products at any time by logging into your online account.
IX. Changes in Fees and Charges. We may change our fees and charges at any time. We will notify you at least thirty (30) days in advance of any price increase.
X. Outstanding Payments. After 30 days after any unpaid fees are due, your fees for the Paid Services will be considered delinquent and we may terminate or suspend your account and Paid Services for non-payment. You are responsible for any costs we incur in collecting unpaid fees from you, including attorneys’ fees and collection fees.
XI. 90-Day Notice Period. You must notify us of any billing problems or discrepancies within 90 days of the date they first appear on your statement. If you fail to notify us within 90 days, you agree to waive your right to dispute such issue or discrepancy. 12.About these Terms
A. Third Party Beneficiaries and Conflicts. These Terms govern the relationship between the Company and you. They do not create any third party rights of benefit. In the event of a conflict or inconsistency between these Terms and Conditions and the specific Additional Terms associated with the Service, the Additional Terms will prevail with respect to such conflict or inconsistency.
B. Modification of these Terms. Unless otherwise stated in Section 14 with respect to your area, we may modify these Terms at any time. Unless we state otherwise, modifications will be effective on the date they are posted on this page or any subsequent page.
C. Continued Use of the Service. You may stop using the Service at any time, but by continuing to use or subscribe to the Service after the effective date of any modification to these Terms, you agree to these Terms as modified.
D. Waiver and Severability of these Terms. The failure of the Company to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision (or portion of a provision) of these Terms is held invalid, it is agreed between the Company and you that the intent of that provision as originally expressed is still valid and the other provisions of these Terms remain in full force and effect.
E. Assignment by the Company. The Company may freely assign all or any part of these Terms and Conditions and all policies and other documents included or referenced herein (including all rights, licenses and obligations therein) without notice for any reason, including for the purpose of internal reorganization (such as a merger or liquidation).
13.Service Providers
Except for the Service described in Section 13(b) below, the Service is provided by the Company in your region as described in Section 14.2. Not all Services or features are available in your country or region. Different versions of the Service may offer different features. If you move to another country/region and continue to use the Services provided by us, your service provider may change as a result.
14.Parties, choice of law, dispute resolution sites, and other local treaties
Please look for the provider of the Service you are using in Section 13 above. That provider is the party to whom you contract for the Service. Choice of law, venue for dispute resolution, specific definitions (including “as applied to us”), and other important locality-specific terms are set forth in Section 14. If you have any questions.
A. Interpretation
Minimum Age of Applicability to the Company: 13 years
B. Binding Arbitration Agreement. Pursuant to the U.S. User’s Arbitration Agreement. You and we agree to resolve all disputes, conflicts, or claims arising out of or relating to these Terms only in arbitration or in small claims court, or arising out of any service you receive from us (or from any advertisement for such service), including any dispute between you and our employees or agents (“Dispute”). You understand that you are agreeing that arbitration or small claims litigation will be the sole and exclusive means of resolving any Dispute between you and us. You also understand that you agree that this provision represents a waiver of your and our right to litigate in court or before a jury (except for matters that may be brought in small claims court), and that you and we both waive any class action or other representative action. The arbitration process may be different from the court process, but the arbitrator may make the same award of damages and remedies against you personally as in court, and the arbitrator’s award may be enforced in any court of competent jurisdiction.
C. The parties understand that, absent this mandatory requirement, they have the right to litigate in court and may be tried by a jury. They also understand that, in some cases, the costs of arbitration may exceed the costs of litigation and that disclosure of arbitration documents may be more restrictive than disclosure of court documents. We both agree to. I. Notice of Dispute. If you or we intend to arbitrate under these Terms, the party wishing to initiate arbitration shall give the other party written notice of the dispute at least 30 days prior to the commencement of arbitration.
II. Arbitration Procedures. The Federal Arbitration Act applies to these Terms. Except for cases in small claims court, all disputes shall be resolved through arbitration conducted by the American Arbitration Association (“AAA”). Arbitration of disputes pursuant to this provision will be conducted by AAA in accordance with the Commercial Arbitration Rules, and in the event of any inconsistency between this provision and the AAA Commercial Arbitration Rules or the Consumer Arbitration Rules, this paragraph shall apply.
III. Place of Arbitration. Unless you and the Company agree otherwise, the arbitration (or small claims action) must be brought in Hong Kong.
IV. Costs and Expenses of Arbitration. We will not reimburse you for any filing fees charged by AAA in connection with arbitration of a dispute.
V. Settlement Offers. We may, but are not obligated to, make written settlement offers at any time before or during the arbitration. The amount or terms of any settlement offer may not be disclosed to the arbitrator unless and until the arbitrator makes an arbitration determination on the claim. If you do not agree to a settlement offer, and the arbitrator awards an amount greater than our offer, but less than $1,000.
VI. Severability. If any part of this arbitration agreement is found to be unenforceable by a court of competent jurisdiction, the court will redraft the agreement to the extent necessary to amend the unenforceable portion, and the parties will arbitrate the dispute without reference to or in accordance with that unenforceable portion. However, if the Waiver of Class Action described in Section 14.2.c below is unenforceable for any reason (for some or all Disputes), then the Arbitration Agreement shall not apply to that Dispute or portion of the Dispute. Any Dispute that is deemed to be unenforceable under the Waiver of Class Action provision may only be litigated in a court of competent jurisdiction, but the remainder of the Arbitration Agreement shall remain binding and enforceable. For the avoidance of any doubt or uncertainty, neither party agrees to class arbitration or arbitration of claims brought on behalf of others.
d. u.s. users waive class action rights. These Terms do not permit class or collective arbitration. Notwithstanding any other provision of these Terms, the arbitrator may enter an award of damages or an injunction only against the individual party seeking compensation and only to the extent necessary to provide compensation for that party’s sole claim. No arbitration or court action under this provision may be brought, maintained or mediated on behalf of or by the class, as a private prosecutor, or in any other representative manner. In addition, the actions may not be consolidated without the consent of all parties involved. Any questions of enforceability or interpretation of these Terms shall be determined by the court, not the arbitrator.
E. Choice of Law. These Terms and the relationship of the parties, including any claims or disputes that may arise between them, whether in contract, tort or otherwise, will be governed by the laws of Hong Kong, without regard to conflict of laws rules. In no event will the parties have any claim against each other under the laws of any other jurisdiction.
F. Courts. If, for any reason, litigation, rather than arbitration, is required in a court of law, all such disputes arising out of or relating to these Terms or your relationship with us, regardless of the subject matter, will be heard exclusively in the district courts of Hong Kong.
G. The Service is “commercial computer software” and “commercial items” as those terms are used in the U.S. Federal Acquisition Regulation system, and the rights of the United States are limited to the rights granted to all other end-users under these terms and conditions. The U.S. rights are only the same as those granted to all other end users under these terms and conditions, and do not exceed the minimum rights described in FAR 52.227-19.
I. You agree not to use the Service to provide critical resources or support (or to conceal or disguise the nature, location, source, or ownership of critical resources or support) to any organization designated by the U.S. Government as a foreign terrorist organization under Section 219 of the Immigration and Nationality Act (INA).
Argentina (ar), Chile (cl), Colombia (co), Hong Kong (hk), Mexico (mx), Peru (pe), and Venezuela (ve).
A. Definitions
I. Applicable Company Entities
II. Minimum Age: 13 years old
B. Binding Arbitration Agreement. Arbitration Agreement. You and we agree to resolve all disputes, conflicts, or claims arising out of or relating to these Terms, or arising out of any services you receive from us (or advertised from any such services), including any disputes between you and our employees or agents (“Disputes”), solely by filing an individual complaint in arbitration or in small claims court. You understand that by agreeing to these Terms, arbitration or small claims litigation will be the sole and exclusive means of resolving any Dispute between you and us. You also understand that by agreeing to these Terms, you and we waive any right to bring a claim in court or before a jury (except for matters that may be brought in small claims court), and you and we waive any right to pursue any class action or other representative action. The arbitration process may differ from the court process, but the arbitrator may make the same award of damages and remedies against you personally as in court, and the arbitrator’s award may be enforced in any court of competent jurisdiction. Both parties understand that, absent this mandatory requirement, they have the right to litigate in court and may be tried by a jury. They further understand that, in some cases, the costs of arbitration may exceed the costs of litigation, and that disclosure of arbitration documents may be more restrictive than disclosure of court documents. We both agree to.
I. Notice of Dispute. If you or we intend to arbitrate under these Terms, the party wishing to initiate arbitration shall give the other party written notice of the dispute at least 30 days prior to the commencement of arbitration.
II. Arbitration Procedures. The U.S. Federal Arbitration Act applies to these Terms. Except in small claims court cases, all disputes shall be decided by a local arbitration body in Hong Kong. In the event of any inconsistency between these Terms and the AAA Commercial Arbitration Rules or the Consumer Arbitration Rules, this paragraph shall apply.
III. Small Claims Court Option. As an alternative to arbitration, if you can demonstrate that your dispute satisfies the requirements of small claims court, you may also file a personal action in small claims court in your county of residence (or, in the case of a business, your principal place of business) or in Santa Clara County, California.
IV. Place of Arbitration. Unless you and the Company agree otherwise, the arbitration (or small claims action) must be brought in Hong Kong.
V. Costs and Expenses of Arbitration. We will not reimburse you for any filing fees charged in connection with arbitration of a dispute.
VI. Settlement Offers. We may, but are not obligated to, make written settlement offers at any time before or during the arbitration. The amount or terms of any settlement offer may not be disclosed to the arbitrator unless and until the arbitrator makes an arbitration determination on the claim. If you do not agree to the settlement offer and the arbitrator awards an amount greater than our offer but less than $1,000, we agree to (a) pay you $5,000 in lieu of the lower arbitration award, (b) pay you reasonable attorneys’ fees and expenses, and (c) reimburse you for any arbitration filing fees and arbitrator’s fees and arbitration expenses related to your dispute.
VII. Severability. If any part of this arbitration agreement is found to be unenforceable by a court of competent jurisdiction, the court will redraft the agreement to the extent necessary to amend the unenforceable part, and the parties will arbitrate the dispute without reference to or in accordance with the unenforceable part. However, if the Waiver of Class Action described in Section 14.3.c below is unenforceable for any reason (with respect to some or all of the Disputes), then the Arbitration Agreement shall not apply to that Dispute or portion of the Dispute. Any Dispute that is deemed unenforceable under the Waiver of Class Action provision may only be litigated in a court of competent jurisdiction, but the remainder of the Arbitration Agreement shall remain binding and enforceable. For the avoidance of any doubt or uncertainty, neither party agrees to class arbitration or arbitration of claims brought on behalf of others.
C. Waiver of Class Action. These Terms do not permit class arbitration or joint arbitration, even if permitted by AAA procedures or regulations. Notwithstanding any other provision of these Terms, the arbitrator may enter an award of damages or an injunction only against the individual party seeking compensation and only to the extent necessary to provide the scope of the compensation claimed by that party alone. No arbitration or court action under this provision may be brought, maintained or mediated on behalf of or by the class, as a private prosecutor, or in any other representative manner. In addition, the actions may not be consolidated without the consent of all parties involved. Any questions of enforceability or interpretation of this provision shall be determined by the court, not the arbitrator.
D. Waiver of Jury Trial. You and the Company agree that there will be no jury trial if, for any reason, litigation in court, rather than arbitration, is required. You and the Company unconditionally waive any right to a jury trial in any action, proceeding or counterclaim arising out of or relating to these Terms. In the event of litigation, these Terms of Use may be raised in court as a written consent to trial.
E. Choice of Law. These Terms and the parties’ relationship, including any claims or disputes that may arise between them, whether in contract, tort or otherwise, will be governed by the laws of Hong Kong, without regard to conflict of laws rules. In no event will the parties have any claim against each other under the laws of any other jurisdiction.
F. Courts. If, for any reason, it becomes necessary to litigate rather than arbitrate in court, all such disputes arising out of or relating to these Terms or your relationship with us, regardless of the subject matter, will be heard exclusively by the courts of Hong Kong, and you agree to waive jurisdiction over, and the right to challenge, any judgment in any such court.
G. The Service is “commercial computer software” and “commercial items” under the terms used in the U.S. Federal Acquisition Regulation System, and the rights of the United States are only the same as those granted to all other end users under these terms and conditions and do not exceed the minimum rights set forth in FAR 52.227-19
H. You agree not to use the Service to provide material resources or support (or to conceal or disguise the nature, location, source, or ownership of material resources or support) to any organization designated by the U.S. Government as a foreign terrorist organization under Section 219 of the Immigration and Nationality Act.
By using the Service, you agree to these Terms, our Privacy Center policies, and any community guidelines and supplemental terms provided to you in connection with your use of the Service (collectively, the “Terms”). Please read these Terms carefully, as they constitute the entire agreement between you and the Company.
These terms include the limitations of liability of the Company referred to in Section 9.
U.S. Users: This Section 14.2 below contains a binding arbitration agreement and a waiver of class action and jury trial provisions that apply to all U.S. Users.
2.Use of this service
A.License. You agree that you are authorized to use the Service in accordance with applicable law. If you are using the Service on behalf of a company, corporation or other entity, you warrant that you have the legal authority to accept these Terms on behalf of such entity, in which case such entity agrees to these Terms and “you” are acting on behalf of such entity. If you are using your account on behalf of an account owner (e.g., you are an administrator, consultant, analyst, etc.), then these Terms apply to actions you take on behalf of that account owner. Translated with www.DeepL.com/Translator (free version)
B. Indemnification. If you use the Service on behalf of a company, corporation or other entity, or if you use the Service for commercial purposes, then you and such entity shall indemnify and hold us (as defined in Section 8 below) harmless from any action, claim or cause of action arising out of or related to the use of the Service or a breach of these Terms, including any liability or expense arising from claims (including negligence claims), losses, damages, suits, judgments, costs and attorneys’ fees. Any liability or expense arising out of or in connection with the use of the Service or any breach of these Terms. Translated with www.DeepL.com/Translator (free version)
C. Age. If you are under the minimum age (as defined in Section 14), you may not register for an account. Unless you are the owner of an existing account on the Site in the United States, you must be at least the minimum age to use the Service. Certain areas of the Service contain adult content. Do not access this content unless you are an adult (i.e., at least the legal age of majority in your location). Translated with www.DeepL.com/Translator (free version)
D.Member Behavior. You agree that your use of the Services will not violate these Terms or our Community Code in any way, including.
i. Obtain or attempt to obtain unauthorized access to the Service or our servers, systems, networks or data.
ii. provide any content that is harmful to children, threatening, abusive, harassing, tortious, disreputable, vulgar, obscene, defamatory, invasive of another’s privacy, hateful, or racially or ethnically discriminatory, or otherwise objectionable or inappropriate.
iii. violates any applicable law or regulation; or
iv. impersonate any person or entity, or forge or tamper with headers or identifiers, in order to disguise the origin of any Content transmitted through the Service; or
v. provide any Content that you do not have a right to provide or that infringes any patent, trademark, trade secret, copyright or other property right of any person or entity
vi. post content that contains advertising or other commercial solicitation without our prior written consent
vii. provide viruses or any other computer code, files, programs or content designed to interfere with, destroy or limit the functionality of the Service, or affect other users; or
viii. interfere with or disrupt the Service or the servers, systems, or networks connected to the Service in any way.
E. Use of the Service. You must comply with any codes or policies relating to the Service. You may not use or interfere with the Service, or attempt to access the Service using an interface provided by us or otherwise than as described. You may use the Service only to the extent permitted by law. Except as otherwise expressly provided, you may not access or reuse the Service or any part thereof for any commercial purpose.
F. Export Controls. You agree to comply with the export control laws and regulations of the United States and the trade controls of other applicable countries, including, but not limited to, the Export Administration Regulations of the U.S. Department of Commerce, Bureau of Industry and Security, and the export control regulations of the U.S. Treasury Department. Regulations, and the embargo and trade sanctions programs administered by the U.S. Department of Treasury, Office of Foreign Assets Control. You warrant and covenant that you: (1) are not a prohibited party on any governmental exclusion list (see http://www.bis.doc.gov/complianceandenforcement/liststocheck.htm); (2) will not re-export or use the Service to transmit software, technology or other technical to a prohibited party or country; and (3) will not use the Service for military, nuclear, missile, chemical or biological weapons end-use, or engage in any other activity involving the Service that violates the import or export laws of the United States or other applicable countries.
G. Anti-Corruption Laws. You agree to comply with all applicable anti-corruption laws, including laws prohibiting unlawful payments to any person for corrupt purposes in connection with these Terms.
H. Ownership and Re-Use. Use of the Service does not give you any intellectual or other property rights or benefits in or to the Service or the Content you access. You may not use any brand or logo used on the Service unless we give you express written permission to do so. You may not remove, obfuscate or alter any legal notices displayed on or in conjunction with the Service. You may not copy, modify, rent, lease, loan, sell, trade, distribute, transmit, broadcast, publicly perform, create derivative works based on, or exploit or use or access any portion of the Service (including the Content, advertisements, application interfaces and software) for any commercial purpose unless you have express written permission to do so. I. Software License. Subject to your continued compliance with these Terms, we grant you a personal, royalty-free, non-transferable, non-assignable, revocable and non-exclusive license to use the Software and the Application Interface provided to you by us as part of the Service. This license is for the sole purpose of enabling you to use and enjoy the benefits of the Service provided by the Company and is used as permitted by these Terms and any additional terms or guidelines. You may not perform restoration work or attempt to extract source code from our software unless such restrictions are prohibited by applicable law or you have our express written permission. Our Software may automatically download and install security or other updates without prior notice to you.
J. Support. Unless otherwise expressly provided, we do not undertake to provide any support to you in connection with the Service. If we provide support to you, it is entirely at our discretion and does not mean that we will continue to provide support to you in the future.
K. Fees. We have the sole discretion to charge a fee (whether existing or not) for the use of or access to the Service (and any related support). If we decide to charge a fee, our payment terms will apply, and we will notify you in advance.
L. Different Versions of the Service. Different versions of the Service may have different open features and not all features may be available in your country or region. In addition, not all features may be available if the user you are communicating with uses a different version of the Service or uses third party software.
M. Anti-Abuse Policy. We prohibit the use of the Service to send unsolicited email or messages. You may not use the Service’s non-commercial property or applications for commercial activities or a substantial amount of activities without obtaining our prior written consent. You may not engage in conduct or activities that interfere with the Service or other user experience.
N. Envrmnt 360 Terms. U.S. Users: The Envrmnt 360 Terms apply to you and are available here in English and here in Spanish.
O. RSS feeds. If you use our RSS feeds, you may display only the content provided in the feed and may not modify it. In addition, you must identify the source as our website and provide a link to the full text of the RSS feed. Please do not integrate any advertising services into any RSS feeds. We reserve the right to discontinue any RSS feed at any time and to require any person to discontinue using the RSS feed at any time for any reason. Individual products or services of the Company may have more specific terms of use with respect to RSS feeds.
3.Your Account; Notice
A. Account information. You may need an account to use some of the Services. You must ensure that your account information (i.e., the information you provide when you register or sign up for the Service) is current, complete, accurate and truthful. All accounts are non-transferable and all rights to the account terminate upon the death of the account owner.
B. Access to Your Account. You are responsible for your account and all activities that occur through your account. To protect your account, please keep your password secure. Do not reuse your account password for other services. Without prejudice to your legal rights, if you forget your password and are unable to verify your account with the Site, you acknowledge and agree that you may not be able to access your account and that all information related to your account may not be retrieved.
C. Notices. We may provide you with notices (including service announcements and notices of changes to these Terms) by, but not limited to, email, general mail, text message or SMS, multimedia message, push notification or in-app message, posting on the Service, telephone, or other reasonable means currently known or to be developed in the future. You agree to receive these notices by any of the foregoing means. If you violate these Terms by accessing the Service in an unauthorized manner, then you may not receive a notice. You will be deemed to have received all and any notices that would have been served if you had accessed the Service in an authorized manner.
4.Privacy and Data Protection
Our Privacy Center will explain how we handle your personal information. By using the Service, you agree to our Privacy Policy and agree that we can use your information in accordance with our Privacy Policy. By using and benefiting from our services, you understand that personalization is at the heart of many of our services. We can only provide many of these services if we use your personal information to provide personalized content and advertising. Please visit our Privacy Center for more information on personalization.
5.Procedures for Claiming Copyright or Other Intellectual Property Rights Infringement
We respect the intellectual property rights of others and expect our users to do the same. We may, in appropriate circumstances and at our sole discretion, deactivate, terminate the account of a potentially infringing user, and/or take other appropriate steps. If you believe that your copyright or intellectual property rights have been violated, please follow the instructions provided here.
6.The contents of the Service and the provision of the Company’s license
A.Content. Our Service may display content that is not produced and owned by us. Such content is the sole responsibility of the entity or person posting it. We are not responsible for the actions of third parties, including the persons or entities with whom you communicate through the Service. Many of the Services allow you to submit Content. You, not the Company, are solely responsible for the content you upload, post, email, transmit, or otherwise make available through the Service. We may remove and refuse to display content that violates these Terms or applicable laws or regulations, but this does not mean that we monitor the Service, or review or screen any content.。 By using or accessing the Service, you understand and agree that you may be exposed to content that is offensive, indecent, or otherwise objectionable or inappropriate.
B.Intellectual Property Rights and Licenses. Except as otherwise provided in the terms or guidelines for a particular product, when you upload, share or submit Content to the Services provided by us, you retain ownership of any intellectual property rights you have in that Content and grant us a worldwide, royalty-free, non-exclusive, perpetual, irrevocable, transferable, sublicensable license to (a) use, host, store, reproduce, modify, prepare derivative works (such as translations, adaptations, excerpts or other changes), transmit, publish, publicly perform, publicly display, and distribute such Content in any manner, mode of transmission or media now known or hereafter developed. such as translating, adapting, summarizing, or otherwise altering), transmitting, publishing, publicly performing, publicly displaying, and distributing the Content in any manner, mode of transmission, or medium now known or hereafter developed; and (b) permitting other users to access, copy, distribute, publicly display, prepare derivative works from, and publicly perform your Content through the Service to the extent permitted by the functionality of the Service (e.g., allowing users to redistribute blogs, repost or download your content). Some portions of the Service may have specific terms or settings that allow for a different range of uses for such Content delivered by the Service.
7.Modify and Terminate the Service; Terminate the Account
A. We are constantly innovating, changing and improving the Service. Unless otherwise stated in Section 14 for your location, we may add or remove features, create new restrictions on the Service, or temporarily or permanently suspend or discontinue the Service without notice.
B. You may stop using the Service at any time.
C. Unless otherwise stated in Section 14 with respect to your area, we may suspend or terminate your account, or impose restrictions or limit your access to part or all of the Service, temporarily or permanently, at any time without notice and for any reason, including, but not limited to, breach of these Terms, court order or prolonged non-use.
D. Subject to any legal rights you may have, if your account is terminated, your access to your account username, password and all related information, files and content will be terminated, and your username may be recalled for use by others. If the Service is a paid service, please refer to our Payment Terms here.
8.Our Warranty and Disclaimer A.to the maximum extent permitted by applicable law, the company and its parents, subsidiaries, affiliates, officers, directors, employees, contractors, agents, partners, licensors, and distributors do not warrant, promise, or guarantee the service, either expressly or impliedly. we provide our service “as is”, “with all faults inherent therein” and “as available”. your use of the service, including the content on the service, is at your own risk, and we do not warrant, promise or guarantee that the service will be uninterrupted, timely, secure or error-free. you understand and agree that no data transmitted over the network or through data storage technology can be guaranteed to be secure, and we expressly disclaim all warranties, express or implied. we make no warranties, undertakings or guarantees regarding the content on or linked to the service, our support for the service, specific features of the service, the security of the service, or the reliability, quality, accuracy, availability, or ability of the service to meet your needs, provide specific performance, or achieve specific results.
B.some jurisdictions provide specific implied warranties, such as implied warranties of merchantability, fitness for a particular purpose, and non-infringement. to the fullest extent permissible pursuant to applicable law, we disclaim all implied or express promises or warranties with respect to the service.
9.Liability Limits
to the maximum extent permitted by applicable law, you agree and understand that the company will not be liable for any indirect, special, incidental, consequential, treble or other damages, exemplary or punitive damages arising out of or in connection with these terms and conditions or your use of the service. the company shall not be liable for any lost profits, lost revenue, lost business opportunities, diminution in value (including any claimed loss or diminution in value of personal data) or any other losses (collectively, “losses”) arising out of or in connection with these terms and conditions, or the use of or access to the service, including, without limitation, losses arising out of or in connection with the deletion, alteration, mis-delivery or inability to transmit data stored or transmitted by the service. the limitation, suspension or termination of your account; your downloading or sharing of data (including personal data) through the Service; unauthorized access to your account or any data maintained or transmitted by the Service; links to external websites or resources provided by the Service or third parties; your processing of or participation in promotional marketing activities of advertisers found on or through the Service; or any such marketing activities. processing or participation in promotional marketing activities of advertisers found on or through the Service; or goods or services sold by any such advertisers. We are not responsible for problems caused by other parties, errors or wrongful acts of third parties, or force majeure. the limitations and exclusions in these terms shall apply whether or not the company has been advised of, or has had notice of, the possibility of any loss.
to the maximum extent permitted by law and subject to clause 14, we shall not be liable for any dispute arising out of or in connection with these Terms or the Service in excess of the amount paid by you to us for the Service.
10.Comments and Suggestions
You agree that any recommendations, ideas, proposals, suggestions, reflections or other comments you submit to the Company regarding its products, services, websites, applications or technologies (“Comments and Suggestions”) may be used by the Company without any notice or obligation to you, without limitation, without compensation or remuneration to you, and you waive (or agree not to enforce) all present or future rights (including moral rights and equivalent rights) in any Comments and Suggestions.
11. Payment Services and Charges. Unless otherwise provided in other terms and conditions applicable to the Service you are currently using, the terms of Section 11 apply to you.
A. We may provide products and subscription services (“Paid Services”) for a fee. These Paid Services are governed by the additional terms you agreed to when you signed up for the Paid Services and by these Terms. If you register for a Paid Service, you must specify the payment method and provide us with accurate pricing and payment information, which you are obligated to update on an ongoing basis.
B. The following important provisions apply to all of our paid services.
I. Payment. You warrant that you are at least the minimum age required to sign the Legal Agreement, and you agree to pay us for any Paid Services you purchase from us and agree to pay any other fees incurred on your account, including applicable taxes and fees. You are responsible for all charges incurred on your account, including charges for purchases made by you or anyone you permit to use your account or any sub-account or linked account (including anyone with implied, actual or express authority), or by anyone who has access to your account because you have failed to protect your authentication data.
II. Method of Payment. You authorize and instruct us to collect these fees using the payment method you specify or, if payment fails, any other payment method you have stored in our system (including even the relevant payment methods we obtain for other fee-based services).
III. You are responsible for paying all fees even if your payment method fails or is rejected. You authorize and instruct us to obtain all information related to any payment method associated with your account.
IV. We may import payment information that you entered during a previous purchase and provide you with the option to use that payment information when you purchase a new product.
V. You permit us to obtain and use updated information from your payment method issuer in accordance with any applicable credit card type policies and procedures. In some cases, at our sole discretion and subject to the approval of the payment processor or issuing bank, we may continue to use a payment method to receive payments after the expiration of that payment method.
VI. Fraud Prevention Mechanisms. We may take steps to verify the validity of the credit card information you provide to us, including charging your credit card for amounts less than $1.00 and then immediately refunding it. You authorize us to do so for verification and anti-fraud purposes. VIII. Non-Refundable. Unless otherwise provided in the terms you agreed to when you registered for the paid services, all fees are non-refundable, except as otherwise provided in Section 14 for your region or as otherwise provided below.
VII. Termination. We may, in our sole discretion, change, discontinue or terminate any or all portions of the Paid Services without notice, including the use of support services, content and other products or services additional to the Paid Services, provided that an appropriate refund is provided for any portion specified but no longer available. To cancel a paid service, you may stop ordering products at any time by logging into your online account.
IX. Changes in Fees and Charges. We may change our fees and charges at any time. We will notify you at least thirty (30) days in advance of any price increase.
X. Outstanding Payments. After 30 days after any unpaid fees are due, your fees for the Paid Services will be considered delinquent and we may terminate or suspend your account and Paid Services for non-payment. You are responsible for any costs we incur in collecting unpaid fees from you, including attorneys’ fees and collection fees.
XI. 90-Day Notice Period. You must notify us of any billing problems or discrepancies within 90 days of the date they first appear on your statement. If you fail to notify us within 90 days, you agree to waive your right to dispute such issue or discrepancy. 12.About these Terms
A. Third Party Beneficiaries and Conflicts. These Terms govern the relationship between the Company and you. They do not create any third party rights of benefit. In the event of a conflict or inconsistency between these Terms and Conditions and the specific Additional Terms associated with the Service, the Additional Terms will prevail with respect to such conflict or inconsistency.
B. Modification of these Terms. Unless otherwise stated in Section 14 with respect to your area, we may modify these Terms at any time. Unless we state otherwise, modifications will be effective on the date they are posted on this page or any subsequent page.
C. Continued Use of the Service. You may stop using the Service at any time, but by continuing to use or subscribe to the Service after the effective date of any modification to these Terms, you agree to these Terms as modified.
D. Waiver and Severability of these Terms. The failure of the Company to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision (or portion of a provision) of these Terms is held invalid, it is agreed between the Company and you that the intent of that provision as originally expressed is still valid and the other provisions of these Terms remain in full force and effect.
E. Assignment by the Company. The Company may freely assign all or any part of these Terms and Conditions and all policies and other documents included or referenced herein (including all rights, licenses and obligations therein) without notice for any reason, including for the purpose of internal reorganization (such as a merger or liquidation).
13.Service Providers
Except for the Service described in Section 13(b) below, the Service is provided by the Company in your region as described in Section 14.2. Not all Services or features are available in your country or region. Different versions of the Service may offer different features. If you move to another country/region and continue to use the Services provided by us, your service provider may change as a result.
14.Parties, choice of law, dispute resolution sites, and other local treaties
Please look for the provider of the Service you are using in Section 13 above. That provider is the party to whom you contract for the Service. Choice of law, venue for dispute resolution, specific definitions (including “as applied to us”), and other important locality-specific terms are set forth in Section 14. If you have any questions.
A. Interpretation
Minimum Age of Applicability to the Company: 13 years
B. Binding Arbitration Agreement. Pursuant to the U.S. User’s Arbitration Agreement. You and we agree to resolve all disputes, conflicts, or claims arising out of or relating to these Terms only in arbitration or in small claims court, or arising out of any service you receive from us (or from any advertisement for such service), including any dispute between you and our employees or agents (“Dispute”). You understand that you are agreeing that arbitration or small claims litigation will be the sole and exclusive means of resolving any Dispute between you and us. You also understand that you agree that this provision represents a waiver of your and our right to litigate in court or before a jury (except for matters that may be brought in small claims court), and that you and we both waive any class action or other representative action. The arbitration process may be different from the court process, but the arbitrator may make the same award of damages and remedies against you personally as in court, and the arbitrator’s award may be enforced in any court of competent jurisdiction.
C. The parties understand that, absent this mandatory requirement, they have the right to litigate in court and may be tried by a jury. They also understand that, in some cases, the costs of arbitration may exceed the costs of litigation and that disclosure of arbitration documents may be more restrictive than disclosure of court documents. We both agree to. I. Notice of Dispute. If you or we intend to arbitrate under these Terms, the party wishing to initiate arbitration shall give the other party written notice of the dispute at least 30 days prior to the commencement of arbitration.
II. Arbitration Procedures. The Federal Arbitration Act applies to these Terms. Except for cases in small claims court, all disputes shall be resolved through arbitration conducted by the American Arbitration Association (“AAA”). Arbitration of disputes pursuant to this provision will be conducted by AAA in accordance with the Commercial Arbitration Rules, and in the event of any inconsistency between this provision and the AAA Commercial Arbitration Rules or the Consumer Arbitration Rules, this paragraph shall apply.
III. Place of Arbitration. Unless you and the Company agree otherwise, the arbitration (or small claims action) must be brought in Hong Kong.
IV. Costs and Expenses of Arbitration. We will not reimburse you for any filing fees charged by AAA in connection with arbitration of a dispute.
V. Settlement Offers. We may, but are not obligated to, make written settlement offers at any time before or during the arbitration. The amount or terms of any settlement offer may not be disclosed to the arbitrator unless and until the arbitrator makes an arbitration determination on the claim. If you do not agree to a settlement offer, and the arbitrator awards an amount greater than our offer, but less than $1,000.
VI. Severability. If any part of this arbitration agreement is found to be unenforceable by a court of competent jurisdiction, the court will redraft the agreement to the extent necessary to amend the unenforceable portion, and the parties will arbitrate the dispute without reference to or in accordance with that unenforceable portion. However, if the Waiver of Class Action described in Section 14.2.c below is unenforceable for any reason (for some or all Disputes), then the Arbitration Agreement shall not apply to that Dispute or portion of the Dispute. Any Dispute that is deemed to be unenforceable under the Waiver of Class Action provision may only be litigated in a court of competent jurisdiction, but the remainder of the Arbitration Agreement shall remain binding and enforceable. For the avoidance of any doubt or uncertainty, neither party agrees to class arbitration or arbitration of claims brought on behalf of others.
d. u.s. users waive class action rights. These Terms do not permit class or collective arbitration. Notwithstanding any other provision of these Terms, the arbitrator may enter an award of damages or an injunction only against the individual party seeking compensation and only to the extent necessary to provide compensation for that party’s sole claim. No arbitration or court action under this provision may be brought, maintained or mediated on behalf of or by the class, as a private prosecutor, or in any other representative manner. In addition, the actions may not be consolidated without the consent of all parties involved. Any questions of enforceability or interpretation of these Terms shall be determined by the court, not the arbitrator.
E. Choice of Law. These Terms and the relationship of the parties, including any claims or disputes that may arise between them, whether in contract, tort or otherwise, will be governed by the laws of Hong Kong, without regard to conflict of laws rules. In no event will the parties have any claim against each other under the laws of any other jurisdiction.
F. Courts. If, for any reason, litigation, rather than arbitration, is required in a court of law, all such disputes arising out of or relating to these Terms or your relationship with us, regardless of the subject matter, will be heard exclusively in the district courts of Hong Kong.
G. The Service is “commercial computer software” and “commercial items” as those terms are used in the U.S. Federal Acquisition Regulation system, and the rights of the United States are limited to the rights granted to all other end-users under these terms and conditions. The U.S. rights are only the same as those granted to all other end users under these terms and conditions, and do not exceed the minimum rights described in FAR 52.227-19.
I. You agree not to use the Service to provide critical resources or support (or to conceal or disguise the nature, location, source, or ownership of critical resources or support) to any organization designated by the U.S. Government as a foreign terrorist organization under Section 219 of the Immigration and Nationality Act (INA).
Argentina (ar), Chile (cl), Colombia (co), Hong Kong (hk), Mexico (mx), Peru (pe), and Venezuela (ve).
A. Definitions
I. Applicable Company Entities
II. Minimum Age: 13 years old
B. Binding Arbitration Agreement. Arbitration Agreement. You and we agree to resolve all disputes, conflicts, or claims arising out of or relating to these Terms, or arising out of any services you receive from us (or advertised from any such services), including any disputes between you and our employees or agents (“Disputes”), solely by filing an individual complaint in arbitration or in small claims court. You understand that by agreeing to these Terms, arbitration or small claims litigation will be the sole and exclusive means of resolving any Dispute between you and us. You also understand that by agreeing to these Terms, you and we waive any right to bring a claim in court or before a jury (except for matters that may be brought in small claims court), and you and we waive any right to pursue any class action or other representative action. The arbitration process may differ from the court process, but the arbitrator may make the same award of damages and remedies against you personally as in court, and the arbitrator’s award may be enforced in any court of competent jurisdiction. Both parties understand that, absent this mandatory requirement, they have the right to litigate in court and may be tried by a jury. They further understand that, in some cases, the costs of arbitration may exceed the costs of litigation, and that disclosure of arbitration documents may be more restrictive than disclosure of court documents. We both agree to.
I. Notice of Dispute. If you or we intend to arbitrate under these Terms, the party wishing to initiate arbitration shall give the other party written notice of the dispute at least 30 days prior to the commencement of arbitration.
II. Arbitration Procedures. The U.S. Federal Arbitration Act applies to these Terms. Except in small claims court cases, all disputes shall be decided by a local arbitration body in Hong Kong. In the event of any inconsistency between these Terms and the AAA Commercial Arbitration Rules or the Consumer Arbitration Rules, this paragraph shall apply.
III. Small Claims Court Option. As an alternative to arbitration, if you can demonstrate that your dispute satisfies the requirements of small claims court, you may also file a personal action in small claims court in your county of residence (or, in the case of a business, your principal place of business) or in Santa Clara County, California.
IV. Place of Arbitration. Unless you and the Company agree otherwise, the arbitration (or small claims action) must be brought in Hong Kong.
V. Costs and Expenses of Arbitration. We will not reimburse you for any filing fees charged in connection with arbitration of a dispute.
VI. Settlement Offers. We may, but are not obligated to, make written settlement offers at any time before or during the arbitration. The amount or terms of any settlement offer may not be disclosed to the arbitrator unless and until the arbitrator makes an arbitration determination on the claim. If you do not agree to the settlement offer and the arbitrator awards an amount greater than our offer but less than $1,000, we agree to (a) pay you $5,000 in lieu of the lower arbitration award, (b) pay you reasonable attorneys’ fees and expenses, and (c) reimburse you for any arbitration filing fees and arbitrator’s fees and arbitration expenses related to your dispute.
VII. Severability. If any part of this arbitration agreement is found to be unenforceable by a court of competent jurisdiction, the court will redraft the agreement to the extent necessary to amend the unenforceable part, and the parties will arbitrate the dispute without reference to or in accordance with the unenforceable part. However, if the Waiver of Class Action described in Section 14.3.c below is unenforceable for any reason (with respect to some or all of the Disputes), then the Arbitration Agreement shall not apply to that Dispute or portion of the Dispute. Any Dispute that is deemed unenforceable under the Waiver of Class Action provision may only be litigated in a court of competent jurisdiction, but the remainder of the Arbitration Agreement shall remain binding and enforceable. For the avoidance of any doubt or uncertainty, neither party agrees to class arbitration or arbitration of claims brought on behalf of others.
C. Waiver of Class Action. These Terms do not permit class arbitration or joint arbitration, even if permitted by AAA procedures or regulations. Notwithstanding any other provision of these Terms, the arbitrator may enter an award of damages or an injunction only against the individual party seeking compensation and only to the extent necessary to provide the scope of the compensation claimed by that party alone. No arbitration or court action under this provision may be brought, maintained or mediated on behalf of or by the class, as a private prosecutor, or in any other representative manner. In addition, the actions may not be consolidated without the consent of all parties involved. Any questions of enforceability or interpretation of this provision shall be determined by the court, not the arbitrator.
D. Waiver of Jury Trial. You and the Company agree that there will be no jury trial if, for any reason, litigation in court, rather than arbitration, is required. You and the Company unconditionally waive any right to a jury trial in any action, proceeding or counterclaim arising out of or relating to these Terms. In the event of litigation, these Terms of Use may be raised in court as a written consent to trial.
E. Choice of Law. These Terms and the parties’ relationship, including any claims or disputes that may arise between them, whether in contract, tort or otherwise, will be governed by the laws of Hong Kong, without regard to conflict of laws rules. In no event will the parties have any claim against each other under the laws of any other jurisdiction.
F. Courts. If, for any reason, it becomes necessary to litigate rather than arbitrate in court, all such disputes arising out of or relating to these Terms or your relationship with us, regardless of the subject matter, will be heard exclusively by the courts of Hong Kong, and you agree to waive jurisdiction over, and the right to challenge, any judgment in any such court.
G. The Service is “commercial computer software” and “commercial items” under the terms used in the U.S. Federal Acquisition Regulation System, and the rights of the United States are only the same as those granted to all other end users under these terms and conditions and do not exceed the minimum rights set forth in FAR 52.227-19
H. You agree not to use the Service to provide material resources or support (or to conceal or disguise the nature, location, source, or ownership of material resources or support) to any organization designated by the U.S. Government as a foreign terrorist organization under Section 219 of the Immigration and Nationality Act.