Terms of Service

Welcome to AppFriends! The following document sets forth the legally binding term s that regulate Users’ use of this app and other services available through AppFriends (the Platform). Please read the Terms of Service carefully. It details the conditions for your use of AppFriends and also contains important waivers of liability.

Terms

A Introduction

A.1 App Description

(a) Hacknocraft Inc. (Hacknocraft) is the owner of the AppFriends (the Service). AppFriends is chat platform that Developers (Developers) may implement into their Applications (Apps), which is designed for End Users ( End Users) to:

i Register as a End User and set up a personal profile;

ii Talk with every other End User using the Apps at a given time in an open Global Chat (Global Chat);

iii Initiate Local Chats (Local Chat) with a limited number of other End Users;

iv Initiate Private Chats (Private Chat) with another End User;

v Link their personal profile with another End User’s personal profile by way of invitation, creating a joint feed between the profiles;

vi Refer friends to the App (collectively, the Service).

A.2 Parties

These Terms of Service form an agreement (Agreement) between Hacknocraft Inc (the Company), a Delaware Corporation, the Developers (Developers or You) and the End Users (End User or You).

Developers and End Users may be collectively referred to hereinafter as “You” or “User.”

A.3 Privacy Policy

In accepting these Terms you also confirm that you have read and accept our Privacy Policy. You can read our Privacy Policy at http://www.hacknocraft.com/privacy-policy/.

B Limitations on Use

The Company grants to you a non-exclusive, non-transferable, revocable limited license to use and/or display the Service in connection with the Applications. You agree not to use the Service for any other purpose or to copy or distribute the content of the Service except as specifically allowed in this Agreement. If you do not agree to these terms, you should not use the Service.

The Company may limit or restrict access to the App from time-to-time on any basis as it sees fit, including (but not limited to):

(a) Age & Capacity.

i Only persons over the age of 13 may register as a User; and

ii Users under the age of 18 must have their parent’s permission to download and/or use the App.

(b) Location. The Company may restrict access to the App from any location.

(c) Certification. The Company may limit access to the App where it cannot, in its absolute discretion, verify the End User’s identity.

C limitations and exclusions

C.1 OUR LIABILITY IS SUBJECT TO LIMITATIONS AND EXCLUSIONS AS SET OUT IN SECTIONS 9 (INDEMNITY), 10 (DISCLAIMERS) AND 11 (LIMITATION OF LIABILITY) OF THE GENERAL CONDITIONS. PLEASE READ THESE SECTIONS CAREFULLY BECAUSE THEY LIMIT YOUR RIGHTS.

SECTION 12 (DISPUTES) CONTAINS A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. IF YOU LIVE OUTSIDE OF THE UNITED STATES, SOME OR ALL OF SECTION 11 MIGHT NOT APPLY TO YOU. FOR EXAMPLE, IF YOU LIVE IN THE EUROPEAN UNION, SOME OF SECTION 11 DOES NOT APPLY TO YOU.

D registration & VERIFICATION

D.1 Registration.

(a) A User of the App must register to access the Service; and

(b) Until registration as a User is confirmed by the Company you are not granted a license to access the Service through the App.

D.2 Verification.

The User may be required to verify their identity by (without limitation) email, telephone, residential or business address, social media, referrals, references and/or formal photographic identification. You agree to provide The Company with all necessary verifications we require to provide you with access to the Services.

E End User Fees

(a) The Service is free for End Users.

F Developer Fees

(a) Fees may be payable for purchasing and/or using the App, and for purchasing and using features within the App. These Fees will be notified to you before charging.

(b) Subscription Fees. The Company may offer monthly and/or annual subscription fees for use of the Service.

F.2 Fees & Charges are non-cancellable and/or non-refundable once ordered or paid for the billing period.

F.3 Payment

(a) You agree to pay all Fees at the time they are required as a condition of using the App and the Service in the manner as directed by the Company.

(b) The Company may revoke or suspend the User’s license to access the App for unpaid Fees & Charges without liability.

F.4 Changes to Fees & Charges

(a) The Company may introduce new services and/or Fees & Charges by giving the Customer written notice of their availability and applicability.

(b) The Company may change any Fees & Charges at any time. These changes will become effective when you next make a payment in relation to the App or the Services.

F.5 Disputes Between you and the Company

Disputes between you and the Company shall be handled in accordance with the procedures set out in the General Conditions of these Terms.

G Misuse of Account

G.1 You shall not:

(a) Select or use a User ID with the intent to impersonate another person;

(b) Use another User ID without appropriate authorization;

(c) Select a User ID name that is offensive, vulgar or obscene.

G.2 The Company reserves the right to refuse registration of, or cancel a User ID in its sole discretion. You are responsible for all activity that occurs on your account. You will immediately notify The Company of any unauthorized use of your account, or any other account related security breach of which you are aware.

H Prohibited user conduct

H.1 Each User warrants and agrees that, while using the Platform and the various services and features offered on or through the Platform, the User shall not:

(a) Impersonate any person or entity, whether actual or fictitious, or misrepresent affiliation with any other person or entity;

(b) Insert its own or a third party’s advertising, branding or other promotional content into any of the Platform’ content, Content or services, or use, redistribute, republish or exploit such content or service for any further commercial or promotional purposes without our permission;

(c) Attempt to gain unauthorized access to other computer systems through the Platform;

(d) Engage in spidering, “screen scraping,” “database scraping,” harvesting of catalogue information, e-mail addresses, wireless addresses or other contact or personal information, or any other automatic means of obtaining lists of property, Users or other information from or through the Platform;

(e) Obtain or attempt to obtain unauthorized access to computer systems, Content or information through any means;

(f) Use the Platform or the services made available on or through the Platform in any manner with the intent to interrupt, damage, disable, overburden, or impair the Platform or such services, including sending mass unsolicited messages or “flooding” servers with requests;

(g) Abuse, harass, threaten, impersonate or intimidate other Users;

(h) Use the Platform in violation of the Company or any third party’s intellectual property or other proprietary or legal rights; or

(i) Use the Platform in violation of any applicable law.

H.2 Each User further agrees not to attempt (or encourage or support anyone else’s attempt) to engage in any of the foregoing prohibited activities or to circumvent, reverse engineer, decrypt, disassemble, decompile or otherwise alter or interfere with the Platform or make unauthorized use thereof.

H.3 Each User must not use the Platform in any manner that could damage, disable, overburden, or impair the Platform or interfere with any other party’s use and enjoyment of the Platform, nor obtain, use or access, or attempt to obtain, use or access, any Content or information through any means not intentionally made publicly available or provided for through the Platform.

I Rights and license

I.1 With the exception of Developer Content and End User Content (as defined and addressed below), all content and intellectual property available through the Service, including without limitation text, photographs, images, graphics, designs, audio, video, games, applications, software, and files, and all data compiled by the Company from the Service, and all information derived by the Company from such compiled data (together, the AppFriends Content) is the proprietary content and property of, and is solely owned by, the Company.

I.2 Such content is protected by laws relating to copyright, patent, trade secret and/or other forms of intellectual property and by other applicable laws, and the Company reserves and retains all rights with respect thereto. You are authorized to use AppFriends Content as long as you abide by these terms. You agree not to copy, alter, modify, or create derivative works of the Service in any way that violates the use restrictions contained in these terms. Any unauthorized use of the Socialize Content may violate copyright law, trademark law, or other applicable laws and regulations and will result in the termination of the license granted hereunder. Except as expressly set forth in these terms, these terms do not, and will not be interpreted or construed to, grant to you any license to any intellectual property rights or other proprietary rights.

J Developer Content

J.1 Rights and License. With the exception of AppFrieds Content and End User Content, all content and intellectual property related to the Developer Apps, including, without limitation, the Application itself and all text, photographs, images, graphics, designs, audio, video, games, applications, software, and files (together, the Developer Content), is the proprietary content and property of, and is solely owned by, the Developer.

J.2 The Developer hereby grants to the Company a nonexclusive, worldwide, royalty-free, fully paid, transferable license (with the right to sublicense) to use the Developer Content in connection with providing the Service as set forth in these terms. Developer represents to the Company that it has all requisite rights for granting such license to the Company.

J.3 Developer Trademark . In connection with the Service, the Developer grants the Company a worldwide, non-exclusive, royalty-free, and transferable right to use, distribute, reproduce, copy, and display your trademarks, service marks, slogans, logos or similar proprietary rights (collectively, Trademarks) for the marketing, promotion or advertising of the Service.

K End User Content

K.1 Content . Users may upload Content related to their events, including, without limitation, illustrations, videos, audio clips, comments, information, data, text, photographs, software, scripts, graphics, vectors, and interactive features generated, provided, or otherwise made accessible through the Service (collectively, the Content).

K.2 Rights and Licenses. The Company does not acquire ownership rights in any Content. Every User that uploads Content to the Platform grants Company and its authorized sub-licensees and distributors, a worldwide, non-exclusive, royalty-free, right and license to:

(a) Reproduce, distribute, digitally transmit, stream, display, create derivate works of, communicate to the public, synchronize, and collectively Exploit ( Exploit):

i The User’s Content and perform the Service on the User’s behalf using any technologies or methodologies; and,

ii Exploit all associated copyrightable works or metadata on behalf of the User and in connection with the Service;

iii for any purpose (commercial or noncommercial), including without limitation use in connection with the Service.

(b) Allow Users of the Platform to view public displays of the Content on any and all devices owned or controlled by User for non-commercial purposes; and

(c) Reproduce, use and publish the likenesses, personal and biographical Content of the Users in connection with the Service.

(d) The foregoing license grant does not affect your ownership or license rights in your Content, including the right to grant additional licenses to the material.

K.3 Trademarks. In connection with the Service, you grant the Company a worldwide, non-exclusive, royalty-free, and transferable right to use, distribute, reproduce, copy, and display your trademarks, service marks, slogans, logos or similar proprietary rights (collectively, Trademarks) for the marketing, promotion or advertising of the Service.

L Use of Data, License, Ownership

L.1 The Company collects two types of data:

(a) Aggregated Information that does not contain Personal Information; and

(b) User Information that may include Personal Information.

L.2 All Personal Information collected and stored by the Company is subject to the Company’s Privacy Policy here: (http://www.hacknocraft.com/privacy-policy/)

L.3 The collection and use of User Data is an integral element of the Services, and you expressly consent to such collection in accordance with our Privacy Policy, as may be amended from time to time. User grants The Company and its authorized sub-licensees and distributors (the Licensed Parties) the worldwide, perpetual, irrevocable, royalty-free, fully-paid, non-exclusive, transferable right to exploit the User Data for the following purposes:

(a) Company tracks, aggregates and analyzes data concerning the characteristics and activities of Users of its Application and Third-Party Services.

(b) Company will employ industry-standard security measures to ensure that your Data is not disclosed to third parties.

(c) Notwithstanding the foregoing, The Company will use statistical data derived from User Information for commercial purposes.

The foregoing license grant does not affect User’s ownership or license rights in the User Data, including the right to grant additional licenses to the material.

L.4 All Company Employees that have access to User data have executed written agreements that contain non-disclosure provisions. The Company does not collect or use any information that personally identifies you. If The Company comes into possession of such information, it will be subject to non-use and non-disclosure provisions contained in our Privacy Policy.

L.5 The Company does not rent, sell, or share personally identifiable information about our Users with other people or companies which are not our affiliates, except with your express permission.

L.6 An End User may request deletion of the End User’s Data by written request to the Contact listed at the end of these Terms. The Company reserves the right to honor such a request at its sole discretion.

M End user Termination

M.1 An End User may cease to use the Service at any time.

N Developer Termination

N.1 The Company or the Developer may end this Agreement at any time by written notice in accordance with these Terms.

N.2 A breach of any of the terms and conditions of this Agreement by the Developer shall give The Company the right to terminate this Agreement immediately without written notice.

O CONTACT INFORMATION

O.1 You should address all correspondence with regards to these Terms of Service or the Services, including any feedback to:

Customer Support Officer

The Company Inc.

support@hacknocraft.com

You may contact the Customer Support Officer by email in the first instance.

General conditions

1 INTERPRETATION

1.1 The following definitions apply in this document:

(a) Agreement means the Particulars, and these General Conditions.

(b) Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in the Reference City of the Legal Location.

(c) User Content means content that is entered into or created within the App by the User.

(d) Fees & Charges means the fees and charges as set out in the Particulars.

(e) General Conditions means the terms and conditions set out in the section of this Agreement entitled “General Conditions”.

(f) Intellectual Property means all rights (present and future) conferred by common law, equity or statute (and all moral rights) connected with business names, computer software, confidential information, copyright, designs, domain names, formulas, inventions, knowhow, patents, trade marks, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic field, the benefit of any application to register such a right and the benefit of any renewal or extension of such a right.

(g) Particulars means this Agreement’s details and variables set out in the section of this Agreement entitled “Particulars”.

(h) Pricing means the pricing set out in this Agreement or as notified to the User in writing by The Company from time-to-time.

(i) Privacy Policy means the Privacy Policy found at the address in item A.3 of the Particulars.

(j) Service means the Services described in the Solution in the Particulars.

1.2 Headings are only for convenience and do not affect interpretation. The following rules apply unless the context requires otherwise:

(a) The singular includes the plural and the opposite also applies.

(a) If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.

(b) A reference to a clause refers to clauses in this Agreement.

(c) A reference to legislation is to that legislation as amended, re‑enacted or replaced, and includes any subordinate legislation issued under it.

(d) Mentioning anything after includes, including, or similar expressions, does not limit anything else that might be included.

(e) A reference to a party to this Agreement or another agreement or document includes that party’s successors and permitted substitutes and assigns (and, where applicable, the party’s legal personal representatives).

(f) A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.

(g) A reference to information is to information of any kind in any form or medium, whether formal or informal, written or unwritten, for example, computer software or programs, concepts, data, drawings, ideas, knowledge, procedures, source codes or object codes, technology or trade secrets.

(h) A reference to dollars or $ is to an amount in United States currency.

2 APPLICATION

2.1 This Agreement applies to use of and access to the App.

2.2 Where the User does not accept the terms and conditions of this Agreement, the User must immediately cease using the App.

2.3 The terms & conditions of this Agreement may be updated by The Company in its absolute discretion from time-to-time, and unless stated otherwise by The Company in writing, such updates shall come into effect for use of the App at the time the User is sent notice of the update(s).

2.4 The User agrees to comply with the terms and conditions of:

(a) Apple if the User accessed the App from the AppStore;

(b) Google if the User accessed the App from GooglePlay; or

(c) Any other provider that provides access to native or web-based mobile applications from which the User accessed the App.

3 SOLUTION

3.1 The User agrees and accepts that the functional elements of the App may be:

(a) hosted by The Company and shall only be installed, accessed and maintained by The Company, accessed using the internet or other connection to The Company servers and is not available ‘locally’ from the User’s systems; and

(b) managed and supported exclusively by The Company from The Company servers and that no ‘back-end’ access to the App is available to the User unless expressly agreed in writing.

3.2 The Company reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter the App.

4 LICENSE

4.1 By accepting the terms and conditions of this Agreement, the User is granted a limited, non-exclusive and revocable license to access the App for the duration of this Agreement, in accordance with the terms and conditions of this Agreement.

4.2 The Company may issue the license to the User on the further terms or limitations set out in Item A.2 of the Particulars as it sees fit.

4.3 The Company may revoke or suspend the User’s license(s) in its absolute discretion for any reason that it sees fit, including for breach of the terms and conditions in this Agreement by the User or any of its Users. The Company will ordinarily advise the User of any suspension or revocation however it is under no obligation to do so.

5 AUTHORISED USERS

5.1 The User shall authorize Users to access the App in its absolute discretion. The Company accepts no liability for access to User Content by Users authorized by the User or using login details of Users authorized by the User.

5.2 The User is solely responsible for the security of its Username and password for access to the App.

5.3 The User is responsible for ensuring that Users are authorized to use the App comply with this Agreement in full and are liable for any breach of them.

6 DATA

6.1 Security. The Company takes the security of the App and the privacy of its Users very seriously. The User agrees that the User shall not do anything to prejudice the security or privacy of The Company’s systems or the information on them.

7 ACCESS

7.1 By accepting the terms of this Agreement the User agrees that The Company shall provide access to the solution to the best of its abilities, however it accepts no responsibility for ongoing access to the App.

8 INTELLECTUAL PROPERTY

8.1 Trademarks

(a) The Company has moral & registered rights in its trademarks and the Users shall not copy, alter, use or otherwise deal in the marks without the prior written consent of The Company.

(b) Apple® AppStore®, Google®, GooglePlay® and other trademarks are the Intellectual Property of their respective owners.

8.2 Developer License. The name and mark AppFriends, and any other logos, graphics, designs, web/page designs, and icons of the Company used in connection with the Service are registered or unregistered trademarks, service marks or trade dress of the Company (the “Marks”). Developers may use the Marks to advertise their implementation of the Service, publicize the Service or promote the Service, provided that they agree to not use the Marks in any manner that negatively affects the value of the Marks or the Company’ rights therein. Without limiting the foregoing, Developers are not be permitted to use any of the Marks or any mark that is similar to, or likely to cause confusion with, any of the Marks as part of their company name, as part of a domain name, or as part of any trademark or service mark used by them. Developers’ use of the Marks shall inure for the sole benefit of the Company.

8.3 Proprietary Information. The App may use software and other proprietary systems and Intellectual Property for which The Company has appropriate authority to use, and the User agrees that such is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally. The User warrants that it shall not infringe on any third-party rights through the use of the App.

8.4 App. The User agrees and accepts that the App is the Intellectual Property of The Company and the User further warrants that by using the App the User will not:

(a) copy the App or the Services that it provides for the User’s own commercial purposes; and

(b) directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in the App or any documentation associated with it.

8.5 Content. All content remains the Intellectual Property of The Company, including (without limitation) any source code, usage data, ideas, enhancements, feature requests, suggestions or other information provided by the User or any other party with respect to the App.

9 INDEMNITY

9.1 Own Risk. The User agrees that it uses the Platform at its own risk.

9.2 Errors or Failures. The User acknowledges that The Company is not responsible for the conduct or activities of any User and that The Company is not liable for such under any circumstances or any errors or failures to execute requests or offers on the Platform, including errors or failures caused by: (1) loss of connection to the internet or to the online software by any party, or (2) a breakdown or failure of the software.

9.3 User Interactions. User releases The Company from all liability relating to any connections and relationships with other Users. The Company makes no representations or warranties as to the conduct of Users or the veracity of any information they provide. In no event shall The Company be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of the Services, including, without limitation, bodily injury, emotional distress, and any damages resulting in any way from communications or meetings with Users that meet through the Service. Users are encouraged to take reasonable precautions and exercise the utmost personal care in all interactions with any individual they come into contact with through the Service.

9.4 Links. Where the Platform contains links to other websites and resources provided by third parties, these links are provided to Users for information only without any endorsement or warranty whatsoever from The Company. The User enters those websites solely at its own risk and acknowledges that The Company has no control over and accepts no responsibility whatsoever for those websites or resources.

9.5 Password. Users are solely responsible for the use and security of their Usernames and passwords which provide access to the Platform. Users must give prompt notice of any compromise or unauthorised access to these details. Each User must ensure and accept all liability for any breach of these Terms arising from access with its Username and password.

9.6 Confidentiality. Electronic Communications Privacy Act Notice (18 U.S.C. §§ 2701-2711): The Company makes no guaranty of confidentiality or privacy of any communication or information transmitted on the Site or any website linked to the Site. The Company will not be liable for the privacy of e-mail addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on The Company’s equipment, transmitted over networks accessed by the Site, or otherwise connected with User’s use of the Service.

9.7 Indemnification. The User agrees to indemnify The Company for any loss, damage, cost or expense that The Company may suffer or incur as a result of any breach by the User of these Terms.

(a) The User’s indemnification of The Company will survive the termination of these Terms and any use of the Platform.

10 DISCLAIMERS

10.1 Each User acknowledges and agrees that:

(a) The Platform (including all content, function, Content and services) is provided “as is,” without warranty of any kind, either express or implied, including any warranty for information, data, data processing services or uninterrupted access, any warranties concerning the availability, accuracy, completeness, usefulness, or content of information, and any warranties of title, non-infringement, merchantability or fitness for a particular purpose.

(b) The Company does not warrant that the Platform (or the function, content or services made available thereby) will be timely, secure, uninterrupted or error free, or that defects will be corrected. The Company makes no warranty that the Platform will meet Users’ expectations or requirements. No advice, results or information, or Content whether oral or written, obtained through the Platform shall create any warranty not expressly made herein. If a User is dissatisfied with the Platform, the sole remedy is to discontinue using the Platform.

(c) Any material downloaded or otherwise obtained through the use of the Platform remains at the discretion and risk of the User and the User will be solely responsible for any damage that results from the download of any such material.

(d) The Company does not endorse, warrant or guarantee any products or services offered or provided by or on behalf of third parties on or through the Platform. The Company is not a party to, and does not monitor, any transaction between Users and third parties.

10.2 Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in these Terms.

11 LIMITATION OF LIABILITY

11.1 In no event shall The Company or any of its suppliers, distributors, vendors, contractors, galleries, institutions, content or service providers be liable for any indirect, special, incidental, consequential, exemplary or punitive damages arising from or directly or indirectly related to the use of, or the inability to use, the Platform (or the information, content, Content and function related thereto), including loss of revenue, or anticipated profits, or lost or corrupted data, or lost business or sales, or cost of substitute services, even if The Company or such person has been advised of the possibility of such damages.

11.2 The above limitations only apply to the extent permitted in the relevant jurisdiction.

12 DISPUTES

12.1 Where a dispute arises between The Company and a User, the following process shall apply:

(a) Negotiation. If there is a dispute between the parties relating to or arising out of these Terms, then within 30 business days of a party notifying the other party of a dispute, senior representatives from each party must meet (or discuss directly via the telephone or internet) and use all reasonable endeavours acting in good faith to resolve the dispute by joint discussions;

(b) Mediation. If the dispute between the parties relating to or arising out of these Terms is not resolved within 30 Business Days of notification of the dispute, the parties must agree to submit the dispute to mediation, administered by lawyers engaged in alternative dispute resolution.

(c) Arbitration. If the dispute between the parties relating to or arising out of these Terms is not settled by mediation under Clause 11.1(b), either party may by written notice to the other refer the dispute to Arbitration administered by the Judicial Arbitration & Mediation Services, Inc., pursuant to its employment arbitration rules & procedures (the JAMS RULES) in New York County, New York. To the extent that JAMS RULES conflict with New York Law, New York Law shall take precedence.

Parties to the arbitration shall each pay an equal share of the costs and expenses of such arbitration, except as prohibited by law. Each party shall separately pay for its respective attorneys’ fees and costs.

(d) Class Action. USER AND THE COMPANY AGREE NOT TO BRING OR PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR COLLECTIVE ARBITRATION, EVEN IF JAMS PROCEDURES OR RULES WOULD OTHERWISE ALLOW ONE. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT OF THAT PARTY’S INDIVIDUAL CLAIM. User and The Company also agree not to seek to combine any action or arbitration with any other action or arbitration without the consent of all parties to this Agreement and all other actions or arbitrations.

If the agreement in this Section not to bring or participate in a class or representative action, private attorney general action or collective arbitration should be found illegal or unenforceable, User and The Company agree that it shall not be severable, that this entire Section shall be unenforceable and any claim or dispute would be resolved in court and not in collective arbitration.

(e) Court proceedings. A party may not commence court proceedings in relation to a dispute relating to or arising out of these Terms, unless the party seeks appropriate injunctive or other interlocutory relief to preserve property or rights or to avoid losses that damages are inadequate to compensate.

(f) Small Claims Court . Notwithstanding this Section, User has the right to litigate any dispute in small claims court, if all the requirements of the small claims court, including any limitations on jurisdiction and the amount at issue in the dispute, are satisfied.

13 attorney’s fees

13.1 The prevailing Party in an action to enforce these Terms may recover from the other its reasonable attorneys’ fees and costs, if employment of an attorney was necessary.

14 GOVERNING LAW AND JURISDICTION

(a) These Terms, as well as the respective rights and obligations hereunder, shall be governed by and construed and enforced in accordance with the laws of the State of New York without regard to conflict of laws principles. Please note that use of the Platform by any User may be subject to other local, state, national, and international laws.

(b) Each User expressly:

i Agrees that exclusive jurisdiction for resolving any claim or dispute with The Company relating in any way to use of the Platform resides in the state and federal courts of the State of New York;

ii Agrees and consents to the exercise of personal jurisdiction in the state and federal courts of the State of New York;

iii Waives any right to a jury trial in any legal proceeding against The Company; and

iv Agrees that any claim or cause of action with respect to use of the Platform must be commenced within one (1) year after the claim arises.

(c) If User is accepting these Terms on behalf of a United States federal government entity that is legally unable to accept the controlling law, jurisdiction or venue clauses above, then those clauses do not apply to User. In this event, these Terms and any action related thereto will be will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of New York (excluding choice of law).

15 Termination

15.1 Expiry or termination of this Agreement is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of this Agreement up to the date of expiry or termination.

16 Notices

16.1 The User can direct notices, enquiries, complaints and so forth to The Company as set out in this Agreement. The Company will notify the User of a change of details from time-to-time.

16.2 The Company will send the User notices and other correspondence to the details that the User submits to The Company, or that the User notifies The Company of from time-to-time. It is the User’s responsibility to update its contact details as they change.

16.3 A consent, notice or communication under this Agreement is effective if it is sent as an electronic communication unless required to be physically delivered under law.

17 Assignment

17.1 The User may only assign or otherwise create an interest in their rights under this Agreement with the written consent of The Company.

17.2 The Company may assign or otherwise create and interest in their rights under this Agreement by giving the User written notice.

18 general

18.1 Formation. This Agreement is formed when the User acknowledges their consent to this Agreement, whether done electronically or physically.

18.2 Prevalence. Each party to this Agreement agrees to the clauses in the Particulars and the General Conditions. The Particulars and the General Conditions form a single legal agreement. To the extent that the Particulars or the Special Conditions are inconsistent with the General Conditions, the terms of the Particulars will prevail.

18.3 Disclaimer. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.

18.4 Relationship. The relationship of the parties to this Agreement does not form a joint venture or partnership.

18.5 Waiver. No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.

18.6 Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to this Agreement and the transaction facilitated by it.

18.7 Liability for Expenses . Each party must pay its own expenses incurred in negotiating, executing, stamping and registering this Agreement.

18.8 Inconsistency. If this Agreement is inconsistent with any other document or agreement between the parties, this document prevails to the extent of the inconsistency.

18.9 Counterparts. This Agreement may be executed in any number of counterparts. All counterparts together will be taken to constitute one instrument.

18.10 Time. Time is of the essence in this Agreement.

18.11 Severability. Any clause of this Agreement, which is invalid or unenforceable is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.

END GENERAL CONDITIONS