TERMS OF SERVICE

Last updated February27, 2024

AGREEMENT TO OUR LEGAL TERMS

We are UNIMIDI Inc., doing business as UNIMIDI ("Company," "we,""us," "our"), a company registered in Delaware, United States at 651 N Broad Street, Suite 201, Middletown DE 19709.

We operate the website https://www.unimidi.com (the "Site"), as well as any other related products and services that refer or link to these legal terms (the "Legal Terms")(collectively, the "Services").

You can contact us by email at "support at unimidi dot com" or by mail at UNIMIDI, 11Bd du Jardin Exotique - 98000 Monaco - MONACO

These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you"), and UNIMIDI, concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT AGREE WITHALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THESERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Services from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Legal Terms at any time and for any reason. We will alert you about any changes by updating the "Last updated" date of these Legal Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Legal Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Legal Terms by your continued use of the Services after the date such revised Legal Terms are posted.

The Services are intended for users who are at least 13 years of age. All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use the Services. If you are a minor, you must have your parent or guardian read and agree to these Legal Terms prior to you using the Services.

We recommend that you print a copy of these Legal Terms for your records.

TABLE OF CONTENTS

1. OUR SERVICES

2. INTELLECTUAL PROPERTY RIGHTS

3. USER REPRESENTATIONS AND WARRANTIES

4. ACCOUNT REGISTRATION AND RESPONSIBILITY

5. PRODUCT REPRESENTATION AND AVAILABILITY

6. PAYMENT TERMS AND CONDITIONS

7. RETURN POLICY

8. PROHIBITED ACTIVITIES

9. USER CONTRIBUTION

10. CONTRIBUTION LICENSE

11. RATINGS AND REVIEW GUIDELINES

12. SOCIAL MEDIA

13. THIRD-PARTY WEBSITES AND CONTENT

14. SERVICES MANAGEMENT

15. DATA PRIVACY AND SECURITY COMMITMENT

16. TERM AND TERMINATION

17. MODIFICATIONS AND INTERRUPTIONS

18. GOVERNING LAW AND JURISDICTION

19. DISPUTE RESOLUTION

20. CORRECTIONS

21. DISCLAIMER

22. LIMITATIONS OF LIABILITY

23. INDEMNIFICATION

24. USER DATA

25. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

26. CALIFORNIA USERS AND RESIDENTS

27. MISCELLANEOUS

28. CONTACT US

1. OUR SERVICES

The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Services are not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use the Services. You may not use the Services in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

2.INTELLECTUAL PROPERTY RIGHTS

Our intellectual property

We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services(collectively, the "Content"), as well as the trademarks, service marks, and logos contained therein (the "Marks").

OurContent and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties inthe United States and around the world.

The Content and Marks are provided in or through the Services "AS IS" for your personal, non-commercial use only.

Your use of our Services

Subject to your compliance with these Legal Terms, including the "PROHIBITED ACTIVITIES" section below, we grant you a non-exclusive, non-transferable, revocable license to:

● access the Services; and

● download or print a copy of any portion of the Content to which you have properly gained access.

solely for your personal, non-commercial use.

Exceptas set out in this section or elsewhere in our Legal Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

If you wish to make any use of the Services, Content, or Marks other than as set out in this section or elsewhere in our Legal Terms, please address your request to: support@unimidi.com.If we ever grant you permission to post, reproduce, or publicly display any part of our Services or Content, you must identify us as the owners or licensors of the Services, Content, or Marks and ensure that any copyright orproprietary notice appears or is visible on posting, reproducing, or displaying our Content.

We reserve all rights not expressly granted to you in and to the Services, Content, and Marks.

Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms and your right to use our Services will terminate immediately.

Your submissions

Please review this section and the "PROHIBITED ACTIVITIES" section carefully prior to using our Services to understand the (a) rights you give us and (b) obligations you have when you post or upload any content through the Services.

Submissions: By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Services("Submissions"), you agree to assign to us all intellectual property rights in such Submission. You agree that we shall own this Submission and been titled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.

You are responsible for what you post or upload: By sending us Submissions through any part of the Services you:

● confirm that you have read and agree with our "PROHIBITED ACTIVITIES" and will not post, send, publish, upload, or transmit through the Services any Submission that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading;

● to the extent permissible by applicable law, waive any and all moral rights to any such Submission;

● warrant that any such Submission are original to you or that you have the necessary rights and licenses to submit such Submissions and that you have full authority to grant us the above-mentioned rights in relation to your Submissions; and

● warrant and represent that your Submissions do not constitute confidential information.

You are solely responsible for your Submissions and you expressly agree to reimburse us for any and all losses that we may suffer because of your breach of (a) this section, (b) any third party’s intellectual property rights, or (c)applicable law.

3. USERREPRESENTATIONS AND WARRANTIES

Accuracy of Registration Information

When you utilize our Services, it is imperative that the information you provide during registration is not only truthful but also accurate and up-to-date. It is your responsibility to ensure the ongoing accuracy of this information, and you must promptly make necessary updates to any registration details.

Legal Capacity and Compliance

Your use of our Services signifies that you possess the legal capacity to enter into and abide by these Legal Terms. This includes a confirmation that:

● You are at least 13 years of age.

● If you are a minor in your jurisdiction, you have obtained the requisite parental consent to use our Services.

● You will not engage in any activities through our Services that are illegal or unauthorized by these Terms.

● Your activities will not contravene any applicable laws or regulations.

Restrictions on Access Methods

Access to our Services must be conducted through standard, human-operated means. The use of automated systems such as bots, scripts, or other non-human interfaces is expressly prohibited.

Consequences of Providing Inaccurate Information

We reserve the right to suspend or terminate your account, and to refuse present or future use of our Services (or any portion thereof), should the information you provide prove to be untrue, inaccurate, outdated, or incomplete. This action is necessary to maintain the integrity and security of our Services.

4.ACCOUNT REGISTRATION AND RESPONSIBILITY

Registration Requirement

To access certain features of our Services, you may be obliged to complete the registration process. This process is designed to ensure secure and personalized access to our Services.

Password Confidentiality and Account Use

As part of maintaining the security of your account, it is crucial that you keep your password confidential. You bear full responsibility for all activities that occur under your account. It's important to understand that any action taken through your account will be presumed to have been made by you.

Username Selection and Moderation

When selecting a username during registration, please choose responsibly. We hold the right to modify, reclaim, or remove any username at our discretion. This measure will be particularly enforced if a username is deemed to be inappropriate, offensive, or in any way objectionable. Our decision in this regard is guided by our commitment to maintaining a respectful and secure environment for all users.

5.PRODUCT REPRESENTATION AND AVAILABILITY

Effort in Accurate Display

Our commitment is to present the products available on our Services with a high degree of accuracy, particularly concerning colors, features, specifications, and details. We strive to provide clear and precise representations to assist you in making informed decisions.

Limitations of Online Representation

Despite our efforts, we acknowledge that there may be discrepancies in how product details are displayed. We cannot assure complete accuracy or error-free information. Specifically, the electronic display used to view our Services may not perfectly replicate the actual colors and details of the products due to variations in screen calibrations and technology.

Product Availability and Continuity

Please be aware that the availability of products is subject to change. We cannot guarantee the perpetual stock of any item. Furthermore, we reserve the right to cease offering any product at any time and for any reason. This decision may be influenced by various factors including but not limited to market trends, supplier issues, or strategic shifts.

Price Changes

Prices for products on our Services are dynamic and may be revised. These changes are influenced by multiple factors like supply costs, market demand, and business strategy. We advise you to review the pricing at the time of your purchase.

6.PAYMENT TERMS AND CONDITIONS

Use of Stripe as Payment Processor

UNIMIDI utilizes Stripe, a leading global payment processing service, to securely handle payment transactions for our customers. When you make a purchase on UNIMIDI, your payment details are processed and safeguarded by Stripe, ensuring a secure and efficient transaction process.

Responsibility for Payment Information

You are responsible for ensuring that your purchase and account information is current, complete, and accurate for all transactions made through our Services. This includes the obligation to keep your account details and payment information, such as your email address, preferred payment method, and credit card expiration date, up to date. Timely updating of this information is crucial for the successful completion of your transactions and to enable us to communicate with you effectively.

Sales Tax and Price Changes

Applicable sales tax will be added to the price of your purchases as required by us. Please be aware that our product prices are subject to change without prior notice. All transactions will be conducted in EU Euros.

Authorization of Charges

By placing an order, you authorize us to charge your selected payment provider for all charges at the current prices of your purchases, along with any shipping fees. Your authorization permits us to process the payment for your order using the payment information you have supplied.

Pricing Corrections

In the event of a pricing error or discrepancy, we reserve the right to correct it, even if payment has already been requested or received. This correction policy ensures that transactions reflect accurate pricing information.

Order Acceptance and Limitations

We reserve the full right to refuse any order made through the Services. In our sole discretion, we may limit or cancel quantities purchased per individual, per household, or per order. These limitations can apply to orders associated with the same customer account, payment method, or orders utilizing identical billing or shipping addresses. We also retain the right to prohibit orders that, in our judgment, seem to be placed by dealers, resellers, or distributors.

7. RETURNAND REFUND POLICY

We strongly encourage you to thoroughly review our Return and Refund Policy, which is available here: [PUTTHE LINK TO YOUR REFUND POLICY HERE], before proceeding with any purchases. Understanding the terms of the Return Policy is crucial in ensuring that you are fully informed about the conditions under which returns and exchanges are accepted, as well as any potential refunds or credits.

8.PROHIBITED ACTIVITIES

Purpose and Permitted Use

The Services provided are intended solely for the purpose set forth by us. They may not be used for any commercial purposes unless explicitly endorsed or approved by us. Your access to and use of the Services should align strictly with their intended function.

Prohibited Actions

As a user of the Services, you are prohibited from engaging in the following activities:
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● Unauthorized Data Collection: Systematically retrieving data or content from the Services to create or compile a database or directory without our written permission is prohibited.

● Misrepresentation and Fraud: Engaging in activities that deceive, defraud, or mislead us and other users, especially in attempts to acquire sensitive information such as passwords, is strictly forbidden.

● Security Interference: Circumventing or interfering with any security features of the Services, including those that restrict use or copying of content, is not allowed.

● Disparagement: Actions that, in our opinion, disparage or harm the reputation of our Services or entity are not permitted.

● Harassment and Abuse: Using information obtained from the Services to harass, abuse, or harm another individual is prohibited.

● Misuse of Support Services: Making improper use of our support services or submitting false reports of abuse or misconduct is not acceptable.

● Violation of Laws and Regulations: Using the Services in a manner that is inconsistent with applicable laws or regulations is prohibited.

● Unauthorized Framing and Linking: Engaging in unauthorized framing of or linking to the Services is not allowed.

● Malicious Uploads: Transmitting harmful materials like viruses, Trojan horses, or spamming materials that disrupt the enjoyment of the Services is forbidden.

● Automated Usage: Automated use of the system, such as scripts for sending messages or data mining, is prohibited.

● Copyright Infringement: Removing copyright notices from any content on the Services is not allowed.

● Impersonation: Impersonating another user or using someone else’s username is forbidden.

● Unauthorized Transmission: Uploading or transmitting materials that act as information collection mechanisms without authorization is prohibited.

● Service Disruption: Interfering with or overburdening the Services or connected networks is not allowed.

● Threatening Behaviour: Harassing, intimidating, or threatening our employees or agents providing the Services is prohibited.

● Bypassing Access Restrictions: Attempting to bypass any restrictions on access to the Services is not permitted.

● Code Modification: Copying or adapting the software of the Services, such as Flash, PHP, HTML, or JavaScript, is forbidden.

● Reverse Engineering: Deciphering, decompiling, disassembling, or reverse engineering any part of the Services' software is not allowed, except as permitted by law.

● Unauthorized Automated Systems: Using or launching any automated system, including spiders, robots, or offline readers that access the Services, except for standard search engine or browser use, is prohibited.

● Unauthorized Email Collection: Collecting user information for unsolicited emailing or creating accounts through automated means or under false pretences is not allowed.

● Competitive Use: Using the Services for any competitive or commercial enterprise without authorization is prohibited.

● Profile Transfer: Selling or transferring your profile is forbidden.

9. USER CONTRIBUTION

Scope of Contributions

While the Services do not primarily offer a platform for users to submit or post content, there may be opportunities for you to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials, including but not limited to text, videos, audio recordings, photographs, graphics, and personal information (collectively referred to as "Contributions"). These Contributions could be accessible to other users and visible on third-party websites, and are subject to our Privacy Policy.

User Representations and Warranties

By creating or making available Contributions on the Services, you affirm the following:

● Owner ship and Rights: You are either the sole creator and owner of your Contributions or have all necessary licenses, rights, consents, and permissions to authorize their use as envisaged by the Services and these Legal Terms.

● Non-infringement of Rights: Your Contributions do not infringe upon any proprietary rights, such as copyright, patents, trademarks, trade secrets, or moral rights of third parties.

● Consent for Use of Likeness: If your Contributions include identifiable individuals, you have secured the necessary consent or release for the use of their likeness in accordance with the Services' purposes and these Legal Terms.

● Accuracy and Honesty: Your Contributions are neither misleading nor inaccurate.

● Non-commercial Nature: You are not using your Contributions for unauthorized advertising, promotions, pyramid schemes, or any form of solicitation.

● Appropriate Content: Your Contributions do not contain any content that is obscene, violent, harassing, defamatory, or otherwise deemed objectionable by us.

● Respectful Interaction: You refrain from content that ridicules, mocks, disparages, intimidates, or abuses anyone.

● Legality and Compliance: Your Contributions comply with all applicable laws, regulations, and rules, without violating any third-party privacy or publicity rights.

● Child Protection Compliance: Your Contributions adhere to laws concerning child pornography and the protection of minors.

● Non-discriminatory Content: You avoid offensive comments related to race, national origin, gender, sexual preference, or physical disabilities.

● Adherence to Legal Terms: Your Contributions do not violate any provision of these Legal Terms or applicable laws and regulations.

Consequences of Violations

Any use of the Services that contravenes these conditions may lead to actions including, but not limited to, termination or suspension of your rights to use the Services.

10.CONTRIBUTION LICENSE

Information Access and Usage

In accordance with our Privacy Policy, you consent that we, the Services, have the right to access, store, process, and utilize any personal information and data you provide. Your choices and settings will guide how this information is handled, ensuring alignment with your preferences.

Feedback and Suggestions

When you provide suggestions, ideas, or other feedback about the Services, you agree that we have the freedom to use and share this feedback for any purpose. This usage will not entitle you to any form of compensation. Your contributions in this regard are invaluable in helping us improve and evolve our Services.

Ownership and Responsibility for Contributions

While you maintain ownership over your Contributions, including any intellectual property rights, we claim no ownership of them. Consequently, you bear the full responsibility for any content you contribute to the Services. This includes the responsibility for the accuracy, legality, and appropriateness of your Contributions.

Liability and Legal Action

We are not liable for any statements, representations, or content provided by you in your Contributions. As the sole contributor, you agree to absolve us of all responsibility related to your Contributions. You also agree not to pursue any legal action against us regarding the content you contribute to the Services.

11.RATINGS AND REVIEW GUIDELINES

Posting Reviews

We provide designated areas within the Services for you to share your reviews and ratings. When contributing a review, you are required to adhere to the following guidelines:

● First hand Experience: Your review should be based on your personal experience with the subject of the review.

● Appropriate Language: Avoid using offensive, profane, abusive, racist, or hateful language in your reviews.

● Non-Discriminatory Content: Ensure that your reviews are free from discriminatory remarks based on religion, race, gender, nationality, age, marital status, sexual orientation, or disability.

● Legal Compliance: Refrain from referencing illegal activities in your reviews.

● Conflict of Interest: If you have affiliations with competing businesses, you should not post negative reviews.

● Avoid Legal Conclusions: Do not make judgments or conclusions about the legality of conduct.

● Truthfulness: Your reviews must not contain false or misleading statements.

● No Campaigning: Organizing campaigns to solicit positive or negative reviews from others is prohibited.

Review Moderation

We reserve the right to accept, reject, or remove any reviews at our sole discretion. While we are not obligated to screen, edit, or monitor reviews, we may remove content deemed objectionable or inaccurate.

Disclaimer

Reviews posted on the Services:

● Do not necessarily reflect our views or opinions, nor those of our affiliates or partners.

● Are not endorsed by us.

● We do not assume liability for any review or for the consequences of any review.

License Grant

By posting a review on the Services, you grant us a perpetual, non-exclusive, worldwide, royalty-free, fully paid, assignable, and sublicensable license to use, reproduce, modify, translate, transmit, display, perform, and distribute the content of your review. This license allows us to use your review in any manner we deem appropriate.

12.SOCIAL MEDIA

Overview

As part of our marketing and engagement strategy, UNIMIDI actively utilizes various social media platforms, including but not limited to Instagram, Facebook, Pinterest, TikTok, and others. Our presence on these platforms involves interactions with the public, including repostinguser-generated content featuring our products and promotions.

User Content Agreement

By posting content on social media that features our products or relates to our brand, you agree to the following terms:

● Consent to Repost: You grant UNIMIDI the right to repost, share, or use your content on our social media pages or in our marketing materials.

● Positive Representation: While we encourage genuine feedback and constructive criticism, you agree not to post content that is slanderous, libelous, or maliciously harmful to the brand and reputation of UNIMIDI.

● No Misrepresentation: Your content should not mislead others about the nature, performance, or quality of our products.

● Intellectual Property Rights: You affirm that you own or have the necessary rights to any content you post, and that such content does not infringe upon the intellectual property rights of others.

Enforcement and Rights

UNIMIDI reserves the right to request the removal or modification of any user-generated content that violates these terms. Failure to comply with these terms may result in legal action or other measures to protect the brand and reputation of UNIMIDI.

Policy Inclusion

This Social Media Interaction and Content Policy is an integral part of our broader Terms and Conditions and Privacy Policies, and adherence to this policy is required for all users engaging with UNIMIDI on social media platforms.

13.THIRD-PARTY WEBSITES AND CONTENT

Scope of Third-Party Involvement

The Services may feature or direct you to Third-Party Websites and expose you to Third-Party Content. This includes a diverse range of materials such as articles, photographs, designs, music, video, software, and other items originating from external sources.

Limitation of Responsibility

We do not actively investigate, monitor, or verify the Third-Party Content or Third-Party Websites for accuracy, appropriateness, or completeness. Therefore, we hold no responsibility for:

● The content, accuracy, offensiveness, opinions, reliability, and privacy practices of Third-Party Websites or Third-PartyContent.

● Any discrepancies or policy violations found within Third-Party Websites or Third-Party Content.

No Endorsement Implied

Our inclusion of, linking to, or allowing the use or installation of Third-Party Websites or Third-Party Content does not equate to an endorsement or approval. These links and content are provided for your convenience and information only.

User's Discretion and Risk

If you choose to engage with Third-Party Websites or use/install Third-Party Content, you do so at your own risk. It is important to understand that our Legal Terms cease to apply once you navigate away from the Services. We encourage you to review the terms, policies, privacy, and data collection practices of any Third-Party Websites, especially those you transact with.

Transactions with Third-Party Websites

Any purchases made through Third-Party Websites are strictly transactions between you and the external provider. We bear no responsibility for these transactions and the outcomes thereof.

Indemnification

You agree to absolve us of any responsibility for the products or services offered on Third-Party Websites. This includes holding us harmless from any harm resulting from your purchase or use of such products or services. Furthermore, we shall not be liable for any losses or damages you incur in connection with Third-Party Content or your interactions with Third-Party Websites.

14.SERVICES MANAGEMENT

Monitoring and Legal Action

We reserve the following rights in relation to the management of the Services:

● Monitoring: While it's not an obligation, we reserve the right to monitor the Services for any breaches of these Legal Terms.

● Legal Enforcement: If we find, at our sole discretion, that anyone violates applicable laws or these Legal Terms, we may take legal actions deemed appropriate. This could include reporting such individuals to law enforcement authorities.

Management of Contributions and Content

● Content Moderation: We have the sole discretion to refuse, restrict, limit, or disable access to any of your Contributions or parts thereof, if necessary.

● Content Removal for System Efficiency: We may, without any obligation to notify or any liability, remove or disable access to files and content that are excessively large or burdensome to our systems, at our sole discretion.

Service Administration

● Overall Management: We will manage the Services in ways that we deem appropriate to protect our rights and property and to ensure the Services function properly. This includes, but is not limited to, making decisions about the availability and functionality of the Services.

15. DATA PRIVACY AND SECURITY COMMITMENT

Importance of Privacy Policy

We place a high emphasis on data privacy and security. To understand our practices and your rights, please review our Privacy Policy, which is integral to these Legal Terms. By using the Services, you acknowledge and agree to the terms outlined in our Privacy Policy.

Service Hosting and International Data Transfer

The Services are hosted in the United States. If you access the Services from outside the United States, in regions where data protection laws may differ, your continued use of the Services constitutes your consent to transfer your data to the United States. By using the Services, you expressly agree to have your data transferred to and processed within the United States, under U.S. law.

Children’s Privacy

In alignment with our commitment to protect children's privacy:

● We do not knowingly collect, request, or solicit information from children under the age of 13.

● We do not target children with our marketing efforts.

In compliance with the U.S. Children’s Online Privacy Protection Act (COPPA), if we learn that we have inadvertently received personal information from a child under 13 without verifiable parental consent, we will delete that information as swiftly and effectively as possible.

16. TERM AND TERMINATION

Continuity of Legal Terms

These Legal Terms are applicable and enforceable for the duration of your use of the Services. They constitute the legal framework within which you agree to operate while accessing the Services.

Rights to Deny Access

We maintain the right, exercisable at our sole discretion and without the need for notice or liability, to deny access to the Services to any individual. This right extends to blocking certain IP addresses. Grounds for such denial may include, but are not limited to, a breach of the representations, warranties, or covenants made in these Legal Terms or non-compliance with applicable laws or regulations.

Termination of Use and Account Deletion

We reserve the authority to terminate your participation in the Services, or to delete your account and any associated content or information, at any time and without prior warning, based solely on our discretion. This action can be taken for various reasons, including but not limited to, violations of these Legal Terms or for operational and security reasons.

Restrictions Post-Termination

In the event of account termination or suspension, regardless of the reasons, the following restrictions apply:

● You are prohibited from creating a new account, whether under your own name, a fictitious name, or the name of a third party. This includes creating an account on behalf of someone else.

● Attempting to circumvent this prohibition by any means will be considered a violation of these Terms.

Legal Actions

Beyond terminating or suspending your account, we also reserve the right to pursue legal actions as deemed appropriate. This includes seeking civil, criminal, and injunctive remedies to address any infringements or violations.

17.MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We also reserve the right to modify or discontinue all or part of the Services without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Legal Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

18.GOVERNING LAW AND JURISDICTION

Applicability of Delaware Law

The Legal Terms set forth for the Services, as well as your usage of these Services, are governed and interpreted in line with the laws of the State of Delaware. This governance applies specifically to agreements:

● Made within the State of Delaware.

● Intended to be executed entirely within the State of Delaware.

Exclusion of Conflict of Law Principles

In determining the applicable legal framework, the conflict of law principles of the State of Delaware will not be considered. This means that the Legal Terms will be construed solely according to the internal, substantive laws of Delaware, excluding any potential interference or influence from legal principles that might direct the application of the laws of another jurisdiction.

19.DISPUTE RESOLUTION

Initial Informal Negotiation Process

In the interest of resolving disputes efficiently and to minimize the costs of any disagreement arising from these Legal Terms(referred to individually as a "Dispute" and collectively as "Disputes"), the involved parties (each a "Party" and together, the "Parties") agree to first attempt to resolve any Dispute through informal negotiations. This process will be initiated by a written notice from one Party to the other and will last at least thirty (30)days.

Mandatory Binding Arbitration

Should the Parties fail to resolve a Dispute through informal negotiations, the Dispute, with the exception of those outlined later, shall be finally settled through binding arbitration. By agreeing to these terms, you understand that you are waiving the right to sue in court and have a jury trial. The arbitration will be conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA"), including, where applicable, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both available on the AAA website. The arbitration fees and the share of arbitrator compensation will be governed by these AAA Consumer Rules. The arbitration may be conducted in person, via document submission, phone, or online. The arbitrator's decision will be inwriting and will be final, subject to legal review for compliance with the law.

Arbitration Location and Litigation

Unless required differently by the AAA rules or applicable law, arbitration will occur in Castle County, Delaware. The Parties retain the right to approach the court to compel arbitration, stay proceeding spending arbitration, or to confirm, modify, vacate, or enter judgment on the arbitrator’s decision.

In the event a Dispute proceeds in court rather than arbitration, it will be brought in state and federal courts located in Castle County, Delaware. The Parties consent to this jurisdiction and venue, waiving any objections based on personal jurisdiction or forum non conveniens. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) do not apply to these Legal Terms.

Disputes related to the Services must be filed within one (1) year after the cause of action arises. Ifa portion of this clause is found unenforceable, the unenforceable part will not be subject to arbitration and will be decided by a competent court in Castle County, Delaware.

Arbitration Restrictions

The Parties agree that:

● Arbitration will be conducted solely on an individual basis.

● No class actions or representative proceedings are permitted.

● Disputes cannot be arbitrated or litigated on behalf of the general public or other parties.

Exclusions from Arbitration

The following are not covered by the arbitration agreement:

● Disputes involving intellectual property rights enforcement or validity.

● Issues relating to theft, piracy, invasion of privacy, or unauthorized use.

● Claims for injunctive relief.

If part of this exclusion is found illegal or unenforceable, such Disputes will be resolved in the competent courts of Castle County, Delaware, and the Parties submit to the jurisdiction of these courts.

20.CORRECTIONS

There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.

21.DISCLAIMER

"As-Is" and "As-Available" Basis

The Services are provided on an "as-is"and "as-available" basis. By using the Services, you agree to do so at your own risk.

Disclaimer of Warranties

To the maximum extent permitted by applicable law, we expressly disclaim all warranties of any kind, whether express or implied, related to the Services and your use of them. This includes, but is not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

No Representations About Accuracy

We do not make any representations regarding the accuracy or completeness of the content provided on the Services or any websites or mobile applications linked to or from the Services.

Limitation of Liability

We will not be liable for any issues that may arise from your use of the Services, including but not limited to:

● Any errors, mistakes, or inaccuracies in content and materials.

● Any personal injury or property damage resulting from your access to and use of the Services.

● Unauthorized access to or use of our servers and/or any personal or financial information stored on them.

● Any interruption or cessation of transmission to or from the Services.

● Any bugs, viruses, Trojan horses, or the like transmitted to or through the Services by any third party.

● Any errors or omissions in content and materials, or any loss or damage incurred from the use of content posted, transmitted, or made available via the Services.

Third-Party Products and Services

We do not endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Services, or any hyperlinked website or application. Any transactions between you and third-party providers are solely your responsibility, and we are not responsible for monitoring such transactions.

Caution and Judgment

When purchasing a product or service through any medium or environment, you should exercise caution and use your best judgement.

22.LIMITATIONS OF LIABILITY

Scope of Liability

We, along with our directors, employees, and agents, will not be liable for any form of damages or losses incurred by you or any third party as a result of using the Services. This includes, but is not limited to:

● Direct, indirect, consequential, exemplary, incidental, special, or punitive damages.

● Financial losses such as lost profit, and lost revenue.

● Non-financial losses such as loss of data or other intangible losses.

This limitation applies even if we have been advised of the potential for such damages.

Maximum Liability

Notwithstanding any other provision in these terms, our total liability to you for any claim under these terms, regardless of the form of the action, is limited to the amount you have paid us for the Services.

Applicability of Liability Limitation

The above limitations of liability are subject to all applicable laws. In jurisdictions where limitations on implied warranties, or the exclusion or limitation of certain damages, are not allowed, these limitations may not apply to you. In such cases, our liability will be limited to the greatest extent permitted by law.

Additional Rights

If you are governed by jurisdictions with laws that do not allow certain disclaimers or limitations as mentioned above, you may have additional rights that supersede these limitations.

23.INDEMNIFICATION

Indemnification Responsibility

You agree to defend, indemnify, and hold harmless our company, including our subsidiaries, affiliates, officers, agents, partners, and employees, from any losses, damages, liabilities, claims, or demands, including reasonable legal fees and expenses. This indemnification applies to claims made by any third party due to or arising out of:

● Your Use of the Services: Actions related to your use of the Services.

● Breach of Legal Terms: Any violation of the terms and conditions outlined in these Legal Terms.

● Representation and Warranty Breaches: Any breach of the representations and warranties you have made as per these Legal Terms.

● Violation of Third Party Rights: Your infringement of the rights of third parties, particularly intellectual property rights.

● Harmful Acts: Any direct harmful act committed against another user of the Services with whom you have interacted.

Defense and Cooperation

While you are obligated to indemnify us, we reserve the right to take over the exclusive defense and control of any matter for which you are required to indemnify us. In such cases, you agree to cooperate with our defense of these claims, at your own expense.

Notification of Claims

We commit to making reasonable efforts to inform you of any claims, actions, or proceedings that fall under this indemnification clause, as soon as we become aware of them.

24. USERDATA

We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

25.ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email, and on the Services, satisfy any legal requirement that such communication is in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, ANDOTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OFTRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction that require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

26.CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

27.MISCELLANEOUS

Entire Agreement

The entirety of our agreement with you is encompassed within these Legal Terms and any policies or operational rules we have posted regarding the Services. This forms the complete understanding between you and us.

Rights and Provisions

Our failure to exercise or enforce any rights or provisions in these Legal Terms does not constitute a waiver of such rights or provisions. These Terms are enforced to the maximum extent allowed by law.

Assignment of Rights

We reserve the right to transfer or assign our rights and obligations under these Terms to others at any time without restriction.

Limitation of Liability

We are not liable for losses, damages, delays, or failures to act that are caused by events beyond our reasonable control.

Severability

If any part of these Legal Terms is deemed unlawful, void, or unenforceable, that part will be severable from the rest of the Terms, leaving the remainder in full force and effect.

Relationship Definition

Nothing in these Legal Terms creates a jointventure, partnership, employment, or agency relationship between you and us.

Non-Construal Against Drafter

These Legal Terms will not be construed against us merely because we drafted them.

Waiver of Defenses

You waive any defenses you might have regarding the electronic nature of these Legal Terms and the absence of physical signatures in their execution.

28.CONTACT US

For assistance with resolving any complaints you may have regarding the Services, or to obtain further information about how to use the Services, please reach out to us at: