WillYou.net – Terms of Service

In short…

The following key points of these Terms of Service are provided foryour convenience only. They do not substitute the full Terms which arepresented below.

·       The Service. WillYou.net is an online platform that enables individuals to browsefor rings and diamonds and connect with jewelers in your area from whom you maypurchase a ring and a diamond.

·       Age Restriction. You must be 18 years of age or older in order to use this Service.

·       Privacy. Werespect your privacy as further explained in our PrivacyPolicy.

·       Fees. We offerour Service at no cost to you when you visit WillYou.net and browse for ringsand diamonds.

·       Prohibited Use. You may not use the Service in any manner that violates applicablelaw or these Terms of Service.

·       Intellectual Property. All legal rights in the Service, including all intellectual propertyrights, belong to WillYou.net or its licensors. You must maintain in confidenceinformation you are exposed to through your use of the Service relating to itsoperation, functionality, features, designs and business practices.

·      Data. You are solely and exclusively responsible for all actions you takein response to the Data that the Service makes available to you. You are alsoresponsible for securing all valid consents, notifications and permissions inorder to allow us to lawfully process the Data in the manners and for thepurposes set forth in these Terms.

·      Disclaimerof Warranty; Limitation of Liability. The Serviceis provided for use “as is”. We disclaim all warranties and representationswith respect to the Service. To the maximum extent permitted by the applicablelaw, we – and anyone acting on our behalf – will not be liable for any damageor loss, arising from the use or inability to use the Service.

·      Indemnity. You agree to indemnify us in case of a third party claim inconnection with your breach of these Terms or infringement or violation of anyother person’s rights (including privacy).

·      GoverningLaw & Dispute Resolution. USE OF THESERVICE IS GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. MOST DISPUTES BETWEENUS WILL BE DECIDED IN ARBITRATION. YOU CAN OPT OUT OF ARBITRATION UNDER THETERMS OUTLINED BELOW, IN WHICH CASE DISPUTES WILL BE DECIDED IN COURT.

… and in detail

Welcome to WillYou.net, an onlineplatform that connects individuals shopping for rings and diamonds (“you”or “User”) with local jewelers (“Jewelers”) who may offer therings and diamonds presented on the WillYou.net website for sale (the “Service”).The Service is offered through the WillYou.net website (the “Platform”).

The Service is owned and operated by Willyou.net, , (“Willyou.net”, “we”, “us” and “our”).

Please read the following Terms of Service (the "Terms")carefully. By signing up to, accessing or using the Service, you agree to theseTerms. If you do not agree to these Terms, you may not access or use theService. These Terms apply to both Users and Jewelers who use or access theService.

AGE RESTRICTION

You must be 18 years of age or older in order to use this Service. Ifyou are under the age of 18 you may not sign up to the Service or use it in anyway.

REGISTRATION TERMS

Information You Provide. Generalaccess to the Service does not require registration. However, if you wish toselect a ring and/or a diamond to order from a Jeweler, you will be required toregister and create a personal account.

When you register to the Service, we will ask you to provide us thedetails we describe in our privacy policy (“RegistrationInformation”). Once registered, you may access the Service using youraccount username and password. Make sure that you change your passwordperiodically.You may nottransfer your account to any third party, in any manner whatsoever.

You must maintain the confidentiality of your account login details,and you may not provide or disclose them to anyone else. You agree to inform usof any unauthorized use of your account that you become aware of.

False information. If we believethat the Registration Information you provide is false, deceptive or offensive,or if we believe that you violated these Terms, we reserve the right to suspendor terminate your user account or your access to the Service.

Additional Information. We reservethe right to request additional information to verify your identity, during theregistration process, throughout your use of the Service or when you submitsupport tickets related to your Service account.

LICENSE AND USE

Users Right to Access the Service. Subjectto these Terms, you may access and use the Service through our Platform,strictly for the purpose of browsing for rings and diamonds and connecting withJewelers for your own personal non-commercial use.

License. Subject to these Terms, we grant you a revocable,non-exclusive, non-transferable, and non-sublicensable license, to use theService and access our Platform, solely for your non-commercial use or yourpersonal needs.

YOUR PRIVACY

We respect your privacy. Our PrivacyPolicy, which is incorporated into these Terms,explains our privacy practices.

Fee-based Services

Fee-Based Service. Your access to the Service for the purpose of browsing rings anddiamonds is not subject to a fee. This Section will only apply to othersubscription services that we may offer Users through the Platform, for whichyou may choose to register. If any portion of the Service is provided through asubscription, this part of the Service will be subject to subscription fees atthe rates and schemes determined according to the plan you selected and whosedetails were presented to you when you registered for the Service ("Fee-BasedService"). You must pay for the Fee-Based Service through one of thepayment methods we establish from time to time. By providing us with paymentinformation for a payment method, you confirm that your payment method will becharged for the applicable fees. You are responsible for any commission orsurcharges introduced by your selected payment method.

Automatic Subscription Renewals. The Fee-Based Service is a periodic subscription plan thatautomatically renews at the end of each subscription period, unless you cancelyour subscription before the subscription renews. Your payment method will becharged for the periodic fees due upon the start of each renewed subscriptionperiod.You must keepthe billing information you provided to us upon registration current, complete,and accurate, and notify us promptly in case of any change in your billinginformation.

Currency and Taxes. TheFee-BasedService is chargeable in US Dollars. Sales tax andother taxes may apply to the Fee-Based Service. Where taxes apply, we will use best efforts to add them to yourcheckout amount and seek your confirmation to the total amount due, includingtaxes. However, we cannot guarantee the accuracy of the tax amount presented toyou. If we later determine that we have under-collected taxes on your Fee-Based Service, we reserve the right tocharge you for any under-collected amount.

No Refunds. Unless otherwise mandated by law, all your payment obligations, ifany, are non-cancelable, and all amounts paid in connection therewith arenon-refundable. You are solely responsible for paying all applicable fees forthe Fee-Based Service that you subscribed for, whether you used or benefitedfrom the Service.

Failing to Pay. If you fail to settle your payments that are due for the Fee-BasedService, we may discontinue and block your use of the Service, without regardto any other remedies available to us under applicable law.

DIAMOND AND RINGSELECTION; INVENTORY

You may browse the inventory of rings anddiamonds presented on the Platform. You may virtually build a customized ringand diamond by selecting the type of ring setting, including the metal anddesign features available for selection, and the diamond type, including shape,cut, clarity, and carat size. Once you select your ring and diamond, thePlatform will display the setting and diamond options you selected and the youwill be able to select a Jeweler listed on the Platform from which to pick up,try, and buy the ring and diamond. Once you select a ring, diamond, and aJeweler, and provide consent to share your information with the Jeweler, yourinformation and selection will be shared with the Jeweler. Upon receipt of theinformation, the Jeweler, in the Jeweler’s sole discretion, may contact you directlyto arrange for a viewing of the selected ring and diamond. You and the Jewelershall be solely responsible for communicating directly and any transactionbetween you and the Jeweler shall be completed directly between you. Neitheryou nor the Jeweler shall be obligated to complete any transaction. If you andthe Jeweler agree to proceed, the diamond you selected on the Platform will beavailable for viewing at the Jeweler’s location. The type of ring you selectedwill be subject to availability, the Jeweler’s inventory and the Jeweler’sability to fabricate the type of ring you selected.

In the event that you have opted to send yourinformation and ring and diamond selection details to a Jeweler and the Jewelerhas opted to show the selected ring and diamond to you, Willyou.net will arrangefor the shipment of the diamond from a third-party provider (a “Distributor”)to the Jeweler and you may arrange for a viewing of the diamond directly withthe Jeweler. The Distributor will decide, in its sole discretion, whether ornot to ship the diamond to the Jeweler. Willyou.net does not possess or own any ofthe diamonds or rings on display on the Platform. All diamonds displayed arethe property of Distributors that have authorized Willyou.net to display theinventory on the Platform. Willyou.net will not remove a diamond from display onthe Platform until the diamond selected by you has been shipped by theDistributor to the Jeweler.

Once the Distributor has shipped the diamondto the Jeweler, you will have the opportunity to visit the Jeweler in personand view the diamond you have selected on the Platform. After viewing thediamond, you may choose to purchase the diamond directly from the Jeweler.

Additionally, through the Platform, you mayupload an image of a ring which will be provided to the Jeweler in order foryou to discuss the ring design with the Jeweler.

When you use the Platform to upload this image,you represent and warrant to us that:

·       You are entitled to use the image, upload itto the Platform and communicate it to the Jeweler; and

·       Uploading the image to the Platform andcommunicating it to the Jeweler does not infringe any rights of third parties,including intellectual property rights, in the image.

We respect the intellectual property rights ofothers.

Requests to remove images due to copyright infringement must be madein accordance with our Copyright Policy.

USE OF THE SERVICE

Prohibited use. When using the Service, you shall not –

·      Breachthese Terms or any other applicable rules and instructions that we may conveywith respect to the Service;

·      Engagein any activity that constitutes or encourages conduct that would constitute acriminal offense, give rise to civil liability or otherwise violate anyapplicable law, including laws governing privacy, data protection defamation,spam and copyright;

·      Interferewith, burden or disrupt the functionality of the Service;

·      Attemptto copy, change, disassemble, reverse engineer, decrypt, frame or translate theService or Platform or otherwise attempt to learn and derive the source code,structure, or ideas upon which the Service and Platform is based;

·      Attemptto copy, change, delete or alter any of the content provided to you on theService, including images of diamonds, rings, and any other content provided toyou during your use of the Service.

·      Breachthe security of the Service or publicly identifying any securityvulnerabilities in it;

·      Circumventor manipulate the operation or functionality of the Service, or attempt toenable features or functionalities that are otherwise disabled, inaccessible orundocumented in the Service;

·      Sendautomated or machine generated queries;

·      Useany manual or automated software, devices, or other processes, including, butnot limited to, robots, crawlers, scrapers, spiders and similar applications tocollect and compile content from the Service, including but not limited to, anyinformation about rings, diamonds, Jewelers, or pricing, or send data to theService including for the purposes of competing with the Service, or in suchways that may impair or disrupt the Service's functionality;

·      Displayor embed content from the Service, including by any software, feature, gadgetor communication protocol, which alters the content or its design;

·      Use of the Service to post, store ordisseminate any type of malicious software, viruses, trojan horses or any othermalicious, destructive, disabling code or programs designed to interrupt,permit unauthorized access, destroy or limit the functionality of the Service;

·      Impersonateany person or entity, or making any false statement pertaining to your identityor affiliation with any person or entity;

·      Collect,harvest, obtain or process personal information regarding the Service’s other usersor Jewelers;

INTELLECTUAL PROPERTY

Our Intellectual Property.All rights, title and interest in and to the Service, includingwithout limitation, patents, copyrights, trademarks, trade names, Servicemarks, trade secrets and other intellectual property rights and any goodwillassociated therewith are the exclusive property of Willyou.net and its licensors.This includes the Service and Platform’s design, graphics, computer code, “lookand feel” and Willyou.net’s domain names.

Restrictions. You may not copy,distribute, display or perform publicly, make available to the public orcommunicate to the public, sublicense, decompile, disassemble, reduce to humanreadable form, execute publicly, make available to the public, adapt, makecommercial use of, process, compile, translate, sell, lend, rent, reverseengineer, combine with other software, modify or create derivative works of thePlatform or the Service or any part thereof, in any way or by any means.

You may not use any name,mark, logo or domain name that is confusingly similar to our marks, logos andInternet domain names. You must refrain from any action or omission that maydilute or damage our goodwill. You shall not develop any services or productswhich rely on or make use of the look and feel of our Platform.

Confidentiality. The Service consists ofour trade secrets, which include practices, processes, designs, and product andpricing schedules not generally known or reasonably ascertainable by others bywhich we obtain an economic advantage over others. You must maintain inconfidence information you are exposed to through your use of the Servicerelating to its operation, functionality, features, designs and businesspractices. You must do so in a manner no less protective than you use toprotect our own similar assets, but in no event less than reasonable care. Youmust not use or disclose that information for any purpose other than within yourutilization of Service.

Feedback. We welcome hearing fromyou and receiving feedback from you. You may provide us with feedback throughthe Platform. When you provide us with such feedback, you must not do so in anillegal, threatening, obscene, objectionable, or defamatory manner or in amanner which infringes the intellectual property rights of third parties. Whenyou provide us with feedback you hereby assign all rights in the feedback tous, and we shall be the sole owners of such feedback. Any feedback you provideus is not subject to any confidentiality obligations. You acknowledge and agreethat when you provide us with feedback, we will be entitled to use the feedbackin an unrestricted manner, for any reason or purpose, including for commercialuse, without any obligations to pay you any compensation for the feedback.

SUPPORT AND MAINTENANCE

During the Term, we, either directly or with the assistance of thirdparties, may provide you technical support for technical questions, problemsand inquiries regarding the Service, during the business days and hours and throughthe support channels indicated on our website.

We will attempt to respond to your technical questions, problems andinquiries within a reasonable time. However, we –

·       May decline to provide such support formatters that we deem, at our sole discretion, to require unreasonable time,effort, costs or expenses;

·       Make no warranties to any specificresponse-time or to the successful or satisfactory resolution of the question,problem or inquiry.

For the purpose of providing technical support, you will cooperate,and work closely with us, to reproduce malfunctions, including conductingdiagnostic or troubleshooting activities, as we reasonably request.

TERMINATION

Terminating Your Account. If you have created an account on ourPlatform, you may, at any time, request to terminate your account by contactingus at[email protected].

We may temporarily or permanently limit, block your access to orterminate your user account,if we determine that you breached these Terms.

Upon termination of these Terms or your account, for any reason, yourright to use the Service is terminated and you must immediately cease using theService, and we will not be liable to you for termination of access to the Service.

Operation of the Service. We may at any timediscontinue or terminate the operation of the Service, or any part thereof,temporarily or permanently, for all users, or for certain users. If wepermanently discontinue or terminate the operation of the Service, not inconnection with you breach of these Terms, we will provide you a pro-ratedrefund for the fees you paid in relation to any remaining portion of yoursubscription period following such discontinuation or termination.

Changes

Changing the Service. We may, at any time andwithout prior notice change the layout, design, scope or features of theService, but we will not materially downgrade the Service’s functionalities andfeatures.

Changing these Terms.We may revise theseTerms, in whole or in part, at any time by putting you on notice of the amendedTerms. Your continued use of the Service after the effective date of theamended Terms constitutes your consent to the amended Terms.

DISCLAIMER OF WARRANTY

THE DIAMONDS AND RINGS DISPLAYEDON THE PLATFORM ARE NOT OWNED BY WILLYOU.NET AND ARE ONLY DISPLAYED ON THEPLATFORM FOR INFORMATION PURPOSES AND IN ORDER TO FACILITATE THE SHIPMENT OFTHE DIAMOND FROM THE DIAMOND’S DISTRIBUTOR TO THE JEWELER WHICH MAY SELL THEDIAMOND TO USER. WILLYOU.NET DISCLAIMS ANY WARRANTY AND SHALL HAVE NORESPONSIBILITY OR LIABILITY FOR ANY TRANSACTION THAT MAY OR MAY NOT TAKE PLACEBETWEEN USER AND JEWELER.

THE SERVICE IS PROVIDEDON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. WE AND OUR OFFICERS, DIRECTORS,SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS, AGENTS AND AFFILIATES (THE “STAFF”)DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, WITHRESPECT TO THE SERVICE, ITS CONTENT, INCLUDING, WITHOUT LIMITATION, ANYWARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, QUALITY,NON-INFRINGEMENT, TITLE, COMPATIBILITY, PERFORMANCE, SECURITY, ACCURACY,ENHANCED GOODWILL OR EXPECTED BENEFITS.

WE DO NOT WARRANT THAT(1) THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR WILL MEET YOURREQUIREMENTS OR EXPECTATIONS IN ANY WAY; (2) THE SERVICE WILL ALWAYS BEAVAILABLE OR FREE FROM MALWARES, COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS;(3) THE QUALITY OF THE SERVICE WILL MEET YOUR EXPECTATIONS; (4) THE DATAPRESENTED THROUGH THE SERVICE WILL BE ACCURATE, BENEFICIAL OR RELIABLE; (5) THERESULTS OF THE USE OF THE SERVICE WILL BE SATISFACTORY AND WILL FIT YOUREXPECTATIONS OR REQUIREMENTS.

NO REPRESENTATION OROTHER AFFIRMATION OF FACT, INCLUDING STATEMENTS REGARDING CAPACITY, SUITABILITYFOR USE OR PERFORMANCE OF THE SERVICE, OR THE CONTENT PRESENTED ON OR THROUGHTHE PLATFORM, WHETHER OR NOT MADE BY ANY OF OUR STAFF, WHICH IS NOT EXPRESSLYCONTAINED IN THESE TERMS, SHALL BE DEEMED TO BE A WARRANTY BY THE INVOLVEDPERSONS FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY OF OUR STAFF WHATSOEVER.

YOU AGREE AND ACKNOWLEDGETHAT THE USE OF THE SERVICE IS ENTIRELY, OR AT THE MAXIMUM PERMITTED BY THEAPPLICABLE LAW, AT YOUR OWN RISK.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENTPERMITTED BY APPLICABLE LAW, WE AND OUR STAFF, SHALL NOT BE LIABLE, FOR ANYINDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, STATUTORY, INCIDENTAL OR CONSEQUENTIALDAMAGE (INCLUDING LOSS OF PROFIT AND LOSS OF DATA), COSTS, EXPENSES ANDPAYMENTS, EITHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR IN ANY OTHER FORMOR THEORY OF LIABILITY, ARISING FROM, OR IN CONNECTION WITH THE CONTENT, THEUSE OF, OR THE INABILITY TO USE THE SERVICE OR ITS FEATURES, OR FROM ANYFAILURE, ERROR, OR BREAKDOWN IN THE FUNCTION OF THE SERVICE, OR FROM ANY FAULT,OR ERROR MADE BY OUR STAFF, OR FROM YOUR RELIANCE ON DATA AVAILABLE ON ORTHROUGH THE SERVICE, OR FROM ANY DENIAL OR CANCELATION OF YOUR USER ACCOUNT, ORFROM RETENTION, DELETION, DISCLOSURE AND ANY OTHER USE OR LOSS OF YOUR DATA ONTHE SERVICE.

IN ANY EVENT, TO THEMAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL, MAXIMUM AND AGGREGATELIABILITY TO YOU FOR DIRECT DAMAGES SHALL BE LIMITED TO THE GREATER OF (A)$1,000 OR (B) THE FEES YOU PAID US (IF ANY) IN THE TWELVE MONTHS PRECEDING THEEVENT PURPORTEDLY GIVING RISE TO THE CLAIM.

Indemnification

To the maximum extentpermitted by law, you will indemnify, defend, and hold harmless at your ownexpense, us, our Staff and anyone acting on our behalf, from and against anydamages, costs and expenses, resulting from any claim, allegation or demand,connected with your use of the Service, your breach of these Terms orinfringement or violation of any other person’s rights (including privacy).

Governing Law, jurisdiction and disputeresolution

Regardless of your placeof residence or where you access or use the Service from, these Terms and youruse of the Service will be governed by and construed solely in accordance withthe laws of the State of New York, excluding any otherwise applicable rules ofconflict of laws, which would result in the application of the laws of ajurisdiction other than the State of New York.

ANY AND ALL DISPUTES,CLAIMS OR CONTROVERSIES BETWEEN YOU OR YOUR USERS AND WILLYOU.NET REGARDING THESETERMS OR THE USE OF THE SERVICE, WHICH ARE NOT AMICABLY RESOLVED, SHALL BESETTLED THROUGH BINDING ARBITRATION (RATHER THAN IN COURT) BY TELEPHONE, ONLINEOR BASED SOLELY UPON WRITTEN SUBMISSIONS WITHOUT IN-PERSON APPEARANCE,ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (AAA), UNDER ITS CONSUMERARBITRATION RULES (WHICH ARE AVAILABLE AT WWW.ADR.ORG).

JUDGMENT ON THE AWARDRENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING JURISDICTIONTHEREOF.

HOWEVER, YOU MAY LODGECLAIMS IN SMALL CLAIMS COURT IF YOUR CLAIM QUALIFIES.

THE FEDERAL ARBITRATIONACT AND FEDERAL ARBITRATION LAW APPLY TO THESE TERMS.

THERE IS NO JUDGE OR JURYIN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. HOWEVER,AN ARBITRATOR CAN AWARD ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND RELIEF AS ACOURT (INCLUDING INJUNCTIVE AND DECLARATORY RELIEF OR STATUTORY DAMAGES) ANDMUST FOLLOW THESE TERMS AS A COURT WOULD.

PAYMENT OF FILING,ADMINISTRATION AND ARBITRATOR FEES WILL BE GOVERNED BY THE AAA'S CONSUMERARBITRATION RULES. THESE FEES WILL BE SHARED AS FOLLOWS: ONE THIRD BY YOU ANDTWO THIRDS BY US, UNLESS THE ARBITRATOR: (I) DETERMINES THAT THE CLAIMS AREFRIVOLOUS, IN WHICH CASE THE CLAIMANT SHALL BEAR ALL SUCH FEES ARISING FROM THEFRIVOLOUS CLAIM; OR (II) DETERMINES THAT THE FEES SHOULD BE ALLOCATEDDIFFERENTLY.

YOU AND WILLYOU.NET HEREBYACKNOWLEDGE, AGREE AND COVENANT THAT ANY DISPUTES SHALL ONLY BE ADJUDICATED INARBITRATION ON AN INDIVIDUAL BASIS, AND NOT IN CLASS, COLLECTIVE, CONSOLIDATEDOR REPRESENTATIVE PROCEEDINGS.

YOU MAY OPT-OUT OF THEABOVE ARBITRATION CLAUSE BY EMAILING US TO [email protected], WITHIN 21 DAYS OF YOU ENTERING INTO THESE TERMS FOR THE FIRST TIME,AN OPT-OUT NOTICE THAT IDENTIFIES YOURSELF AND CLEARLY SETS OUT YOUR CHOICE TOOPT OUT OF DISPUTE RESOLUTION BY ARBITRATION. IN CASE OF SUCH OPT-OUT, ANY ANDALL DISPUTES, CLAIMS OR CONTROVERSIES BETWEEN YOU AND US REGARDING THESE TERMSOR THE USE OF THE SERVICE, WHICH ARE NOT AMICABLY RESOLVED, SHALL BE SUBJECT TOTHE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE AND FEDERAL COURTS IN NEWYORK COUNTY IN THE STATE OF NEW YORK, USA.

NOTWITHSTANDING ANYTHINGTO THE CONTRARY IN THIS SECTION, EITHER PARTY MAY FILE: (A) AN IMPLEADER CLAIMAGAINST THE OTHER PARTY IN ANY COURT OF COMPETENT JURISDICTION ADJUDICATING ATHIRD PARTY CLAIMS THAT IS SUBJECT TO THE INDEMNIFICATION PROVISIONS HEREIN;(B) IN ANY COURT OF COMPETENT JURISDICTION A CLAIM CONCERNING THE INFRINGEMENT(OR ALLEGED INFRINGEMENT) OF INTELLECTUAL PROPERTY RIGHTS (INCLUDING COPYRIGHTSAND TRADE SECRETS).

General

Assignment. You may not assign ortransfer your rights and obligations under these Terms without our priorwritten consent. Any attempted or actual assignment by you, without our priorwritten consent, shall be null and void.

Changes inownership. In the event of a sale, merger, or acquisition, we may, upon notice toyou and without obtaining your consent, assign and delegate these Terms,including all of our rights, performances, duties, liabilities and obligationscontained herein, to a third party, and we will be released from all rights,performances, duties, liabilities and obligations contained herein.

Severability. If any provision of these Terms is held to be illegal, invalid, orunenforceable by a competent court, then the provision shall be performed andenforced to the maximum extent permitted by law to reflect as closely aspossible, the original intention of that provision, and the remainingprovisions of these Terms shall continue to remain in full force and effect.

Interpretation. The section headings in these Terms are included for convenienceonly and shall take no part in the interpretation or construing of these Terms.Whenever used in these Terms, the term"Including", whether capitalized or not, means without limitation tothe preceding phrase. All examples and e.g. notations are illustrative, notexhaustive.

Entire agreement. These Terms constitute the entire agreement between you and usconcerning the subject matter herein and supersede all prior andcontemporaneous negotiations and oral representations, agreements andstatements.

Survival. The following clauses in these Terms will survive any termination orexpiration of the Terms: Currency and Taxes; No Refunds; Our IntellectualProperty; Restrictions; Confidentiality; Disclaimer of Warranty; Limitation ofLiability; Indemnification; Governing Law, Jurisdiction and Dispute Resolution.

Waivers. Except as indicated in “Changing these Terms” above, no otherwaiver, concession, extension, representation, alteration, addition orderogation from these Terms by us, or pursuant to these Terms, will beeffective unless consented to explicitly and executed in writing by ourauthorized representative.Failure on our part to demand performance of any provision in theseTerms shall not constitute a waiver of any of our rights under these Terms.

Relationship. These Terms do not create any agency, partnership, employment orfiduciary relationship between you and us.

CONTACT US

At anytime, you may contact us with any question, request, comment or complaint thatyou may have with respect to the Service or these Terms, at [email protected].

Effective Date: September26, 2019.