(n) disrupt or overburden any computer or server used to offer or support the Licensed Items, or other users’ use of the Licensed Items; or
(o) develop any plug-ins, external components, compatibles or interconnection elements or other technology that inter-operate with the Licensed Items, except where we expressly permit you to do so via our Software (and where this is the case, your use of such Software may be subject to additional terms and conditions as notified by us to you).
7.2 You may not copy, modify, create derivative works, reverse compile, reverse engineer or extract source codes from Licensed Items, except to the extent that we may not prohibit you from doing so under applicable laws or regulations or you have our prior written consent to do so. Where applicable laws or regulations entitle you to reverse compile or extract source codes from Licensed Items, you will first contact us to request the information you need.
7.3 We may use technological measures in the Licensed Items to prevent unlicensed or unauthorised use of the Licensed Items or to prevent any breach of this Agreement. You agree that you will not seek to disable or circumvent them in any way.
7.4 You must ensure that your device meets the requirements for installing and using the Licensed Items as required by us. During installation, the Licensed Items may uninstall or disable other software running on your device. If you do not comply with any installation instructions provided by us, you may not be able to use the Licensed Items or certain functionalities may not be available to you.
8. PAYMENTS, FEES AND CHARGES
8.1 You may from time to time be required to make payments to us or other third parties in relation to the Licensed Items, such as for your licence to use the relevant Licensed Items. You are responsible for all such payments and related payment obligations under this Agreement.
8.2 All such payments from you are subject tothe terms and conditions of the relevant payment service (whether that payment service provider is us or a third party), in addition to any other relevant terms of this Agreement. We bear no responsibility for any transactions processed by, or any payments made to, a third party, whether or not in connection with the relevant Licensed Items. You are solely responsible for all fees and taxes associated with any Licensed Items, and you agree that pricing and availability of all Licensed Items are subject to change at any time.
8.3 We may from time to time make available payment methods to you for automatic, recurring or subscription-based charges. Where we do so, you agree that (subject to applicable laws and regulations):
(a) such purchases or payments are generally made by you on an advance basis. Unless the purchase was on a subscription basis, we will notify you prior to any automatic renewals;
(b) you authorise us to:
(i) save your chosen payment method's information (e.g. credit card information) on our systems; and
(ii) bill your chosen payment method for the relevant time-periods as chosen by or notified to you;
(c) if any payment made via your chosen payment method is rejected, denied or returned unpaid for any reason:
(i) we may not provide you with, or suspend our provision of, the relevant Content product or service until payment is properly processed; and
(ii) you are liable to us for any fees, costs, expenses or other amounts we incur arising from such rejection, denial or return (and we may automatically charge you for such amounts); and
(d) we will provide you with further instructions within the Licensed Items regarding how you may update or cancel the relevant payment method.
8.4 You agree that any payments you make to us in relation to your use of any Licensed Item is final and non-refundable, except where specified by us under this Agreement or for a particular Licensed Item. OTHERWISE, IN NO CIRCUMSTANCES WILL WE BE REQUIRED TO PROVIDE A REFUND FOR ANY PAYMENTS MADE BY YOU TO US IN RELATION TO ANY LICENSED ITEM (WHETHER USED OR UNUSED).
8.5 You agree that the relevant Additional Terms may specify further terms that are applicable to payments you make in relation to a particular Licensed Item (for instance, payment methods for specific Licensed Items), and you will comply with such further terms.
8.6 Please note that you are responsible for all third party charges you incur (including any charges from your internet and telecommunication services providers) in relation to or arising from your use of the Licensed Items.
8.7 If you believe that we have charged you in error, and subject to applicable laws and regulations:
(a) you must contact us within 30 days of the date of the relevant charge; and
(b) no refunds will be given for any erroneous charges after such 30 days period.
9. INFRINGEMENT OF RIGHTS
9.1 We may respond to notices of alleged infringement of rights (including infringement of intellectual property rights, defamation and infringement of other civil rights) and other claims and demands. If you have any such infringement-related concerns, please contact us at firstname.lastname@example.org.
10. OPEN SOURCE SOFTWARE
10.1 Some Licensed Items may contain software that are subject to "open source" licences (the "Open Source Software"). Where we use such Open Source Software, please note that there may be provisions in the Open Source Software's licence that expressly override this Agreement, in which case such provisions shall prevail to the extent of any conflict.
11. USE OF YOUR DEVICE
11.1 In order for us to provide the Licensed Items to you, we may require access to and/or use of your relevant device (eg mobile phone, tablet or desktop computer) that you use to access the Licensed Items.We will provide further information regarding how the Software uses and accesses your device within the Software or in another manner. You acknowledge that if you do not provide us with such right of use or access, we may not be able to provide the Licensed Items to you.
12. THIRD PARTY SOFTWARE, CONTENT AND SERVICES
12.1 You may have access to or use third party software, content and/or services (collectively, "Third Party Items") in your use of the Licensed Items.
12.2 You acknowledge and agree that:
(a) we are not responsible for and we do not endorse, support or guarantee the lawfulness, accuracy or reliability of any Third Party Items submitted to, transmitted or displayed by or linked by the Licensed Items;
(b) we are not responsible for your use of or relationship with any such Third Party Items, including any payment obligations or fees that you may incur in your use of such Third Party Items;
(c) such Third Party Items may be inaccurate, misleading, defamatory, offensive or unlawful, and any reliance on or use of any Third Party Items on or accessible from the Licensed Items by you is at your own risk; and
(d) your use of the Licensed Items does not give you any rights in or to any Third Party Items you may access or obtain in connection with your use of the Licensed Items.
12.3 We may review (but make no commitment to review) Third Party Items to determine whether or not they comply with our policies, applicable laws and regulations or are otherwise objectionable. We may remove or refuse to make available or link to any Third Party Items at our sole discretion. We do not provide any technical or other support for any Third Party Items.
13. ADVERTISING CONTENT WITHIN THE SOFTWARE
14. WARRANTY AND DISCLAIMER
14.1 We warrant to you that we will provide the Licensed Items using reasonable care and skill.
14.2 APART FROM THE WARRANTY AT CLAUSE 14.1, AND TO THE EXTENT PERMITTED BY APPLICABLE LAWS AND REGULATIONS, THE LICENSED ITEMS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND NEITHER US NOR ANY OF OUR AFFILIATE COMPANIES MAKE ANY REPRESENTATION OR WARRANTY OR GIVES ANY UNDERTAKING IN RELATION TO THE LICENSED ITEMS OR ANY CONTENT SUBMITTED, TRANSMITTED OR DISPLAYED BY THE LICENSED ITEMS, INCLUDING:
(a) ANY REPRESENTATION, WARRANTY OR UNDERTAKING THAT THE LICENSED ITEMS WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE OR FREE FROM VIRUSES;
(b) THAT THE LICENSED ITEMS WILL BE COMPATIBLE WITH YOUR DEVICE; OR
(c) THAT THE LICENSED ITEMS WILL BE OF MERCHANTABLE QUALITY, FIT FOR A PARTICULAR PURPOSE OR NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON.
TO THE EXTENT PERMITTED BY APPLICABLE LAWS AND REGULATIONS, YOU WAIVE ANY AND ALL IMPLIED REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS.
15.1 TO THE EXTENT PERMITTED BY APPLICABLE LAWS AND REGULATIONS, THE TOTAL AGGREGATE LIABILITY OF US AND OUR AFFILIATE COMPANIES FOR ALL CLAIMS IN CONNECTION WITH THIS AGREEMENT OR THE LICENSED ITEMS, ARISING OUT OF ANY CIRCUMSTANCES, WILL BE LIMITED TO THE GREATER OF THE FOLLOWING AMOUNTS:
(a) THE AMOUNT THAT YOU HAVE PAID TO US FOR YOUR USE OF THE LICENSED ITEMS TO WHICH THE CLAIM RELATES IN THE 6 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE MOST RECENT CLAIM; AND
(b) USD100 (I.E. ONE HUNDRED US DOLLARS).
15.2 TO THE EXTENT PERMITTED BY APPLICABLE LAWS AND REGULATIONS, IN NO EVENT WILL WE OR ANY OF OUR AFFILIATE COMPANIES BE LIABLE FOR ANY OF THE FOLLOWING:
(a) IN CONNECTION WITH THIS AGREEMENT OR THE LICENSED ITEMS, FOR ANY DAMAGES OR LOSSES CAUSED BY:
(i) ANY NATURAL DISASTER SUCH AS FLOODS, EARTHQUAKES OR EPIDEMICS;
(ii) ANY SOCIAL EVENT SUCH AS WARS, RIOTS OR GOVERNMENT ACTIONS;
(iii) ANY COMPUTER VIRUS, TROJAN HORSE OR OTHER DAMAGE CAUSED BY MALWARE OR HACKERS;
(iv) ANY MALFUNCTION OR FAILURE OF OUR OR YOUR SOFTWARE, SYSTEM, HARDWARE OR CONNECTIVITY;
(v) IMPROPER OR UNAUTHORISED USE OF THE LICENSED ITEMS;
(vi) YOUR USE OF THE LICENSED ITEMS IN BREACH OF THIS AGREEMENT; OR
(vii) ANY REASONS BEYOND OUR REASONABLE CONTROL OR PREDICTABILITY;
(b) FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOSSES; AND/OR
(c) FOR ANY LOSS OF BUSINESS, REVENUES, PROFITS, GOODWILL, CONTENT OR DATA.
15.3 Nothing in this Agreement limits or excludes any of the following liabilities, except to the extent that such liabilities may be waived, limited or excluded under applicable laws and regulations:
(a) any liability for fraud;
(b) any liability for death or personal injurycaused by our negligence; or
(c) any other liability to the extent that such liability cannot be waived, limited or excluded under applicable laws and regulations.
15.4 NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, NOTHING IN THIS AGREEMENT LIMITS OR EXCLUDES ANY OF YOUR STATUTORY RIGHTS IN YOUR JURISDICTION (INCLUDING ANY RIGHTS UNDER APPLICABLE CONSUMER PROTECTION REGULATION), TO THE EXTENT THESE MAY NOT BE EXCLUDED OR WAIVED UNDER APPLICABLE LAWS AND REGULATIONS
15.5 YOU AGREE THAT YOU INDEMNIFY US AND OUR AFFILIATE COMPANIES FROM AND AGAINST ANY CLAIM, SUIT, ACTION, DEMAND, DAMAGE, DEBT, LOSS, COST, EXPENSE (INCLUDING LITIGATION COSTS AND ATTORNEYS’ FEES) AND LIABILITY ARISING FROM:
(a) YOUR USE OF THE LICENSED ITEMS; OR
(b) YOUR BREACH OF THIS AGREEMENT.
15.6 THIS AGREEMENT GOVERN THE RELATIONSHIP BETWEEN YOU AND US (AND, WHERE RELEVANT, OUR AFFILIATES). YOUR DEALINGS WITH ALL THIRD PARTIES (INCLUDING THOSE FOUND THROUGH THE LICENSED ITEMS) ARE SOLELY BETWEEN YOU AND THE RELEVANT THIRD PARTY. SUBJECT TO MANDATORY APPLICABLE LAWS AND REGULATIONS, WE AND OUR AFFILIATE COMPANIES HAVE NO LIABILITY TO YOU IN RELATION TO ANY THIRD PARTIES, INCLUDING ANY CONTENT, SERVICES OR SOFTWARE PROVIDED BY SUCH THIRD PARTIES WITHIN THE LICENSED ITEMS.
16. TERM, SUSPENSION AND TERMINATION
16.1 This Agreement applies to your use of the Licensed Items until your access to the Licensed Items is terminated by either you or us.
16.2 We may suspend your access to or use of any Licensed Items or terminate this Agreement if:
(a) you have breached, or we reasonably believe that you have breached, any terms or conditions of this Agreement;
(b) your use of the Licensed Items creates risk for us or for other users, gives rise to a threat of potential third party claims against us or is potentially damaging to our reputation;
(c) you attempt to circumvent the technical protection measures for the Licensed Items; or
(d) for any other reason in our sole discretion,
and where reasonably practicable, we will give you notice of any suspension or termination.
16.3 Suspension or termination of your licence to the relevant Licensed Items or this Agreement will not limit any of our rights or remedies at law or in equity.
16.4 Upon expiry or termination of this Agreement (in whole or in respect of any particular Licensed Items), you will immediately and permanently delete all copies of the Licensed Items to which the expiry or termination relates and you will immediately cease accessing and using any Software and Services relating to that Licensed Items.
17.1 This Agreementis the entire agreement between you and us in relation to the Licensed Items. The words "include" and "including" are to be construed without limitation. The invalidity of any provision of this Agreement (or parts of any provision) will not affect the validity or enforceability of any other provision (or the remaining parts of that provision). If a court holds that we cannot enforce any part of this Agreement as drafted, we may replace those terms with similar terms to the extent enforceable under applicable laws and regulations, without changing the remaining terms of this Agreement. No delay in enforcing any provision of this Agreement will be construed to be a waiver of any rights under that provision. Any rights and obligations under this Agreement which by their nature should survive, including any obligations in relation to the liability of, or indemnities (if any) given by, the respective parties, will remain in effect after termination or expiration of this Agreement. Our failure to enforce or exercise any of the terms in this Agreement is not a waiver of those relevant terms.No person other than you and us will have any rightto enforce this Agreement against any person. You may not delegate, assign or transfer this Agreement or any rights or obligations under this Agreement without our prior consent. We may freely assign, transfer or sub-contract this Agreement or our rights and obligations under this Agreement, in whole or in part, without your prior consent or prior notice to you.
17.2 We may notify you by email, postal mail, postings within the Software or the Services, or other legally acceptable means. Any notices from you to us under this Agreement must be sent to the following contact details: email@example.com.
18. GOVERNING LAW AND DISPUTE RESOLUTION
18.1 Except to the extent that:
(a) any applicable additional terms incorporated into this Agreement provide differently, or
(b) the applicable laws and regulations of your jurisdiction mandate otherwise (for example, you may have statutory rights in your jurisdiction in relation to bringing or defending claims in a local court (including small claims court)):
this Agreement and any dispute or claim arising out of or in connection with this Agreement will be governed by the laws of the Hong Kong Special Administrative Region, andany dispute, controversy or claim (whether in contract, tort or otherwise) arising out of, relating to, or in connection with this Agreement, including their existence, validity, interpretation, performance, breach or termination, will be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre under the Hong Kong International Arbitration Centre Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The seat of the arbitration will be Hong Kong. There will be one arbitrator only. The arbitration proceedings will be conducted in English.
EUROPEAN UNION-SPECIFIC TERMS
If you are a user of Content in the European Union, the below Additional Terms: (a) are incorporated into this Agreement; (b) apply to your use of the Licensed Items; and (c) override the head terms of this Agreement to the extent of any inconsistency.
Refund of your purchases
If you have purchased and paid for a Licensed Item provided by us (and not by any third parties), you may receive a refund for such purchase if we receive a refund request from you within 14 days from the date you completed the relevant purchase. If you have already used a portion of the relevant product or service, you will receive a refund for the unused portion only.
Please contact us at firstname.lastname@example.org in relation to any refund requests.
Notwithstanding Clause 18 of this Agreement, if you are a "consumer" as defined under the EU Direction 83/2011/EU, any dispute, controversy or claim (whether in contract, tort or otherwise) between us and you, arising out of, relating to, or in connection with this Agreement will be referred to and finally resolved by the court of your place or residence or domicile.