END USER LICENCE AGREEMENT
1.1 GETEXPERIENCE, INC., the company, registered in the United States of America at: 251 Little Falls Drive, Wilmington, DE 19808, New Castle County, USA, acting together with its local operators: GETRENTACAR INTERNATIONAL LIMITED, registered Republic of Cyprus with the registration number HE 417079, and "Global Online Travel" Limited Liability Company, registered in the Republic of Armenia with registration number 271.110.1183229 (hereinafter referred to as the "Company"), hereby offers to use the Service available at https://getexperience.com (hereinafter referred to as the "Web-site") and further described in section 2 hereof (hereinafter referred to as the "Service") to an Internet user interested in participation in private recreative or educative events for personal, non-commercial use (hereinafter referred to as the "User") under the terms and conditions described herein. This Agreement shall come into force and become legally binding for the Company and the User (hereinafter referred to as the "Parties") at the moment when the User first time starts to use the Service.
1.2 When starting to use the Service, the User shall be deemed to have accepted the terms of this Agreement without any reservations, exceptions or limitations not contained herein. In case of the User's disagreement with any provision of this Agreement, the User shall not use the Service.
1.3 The Company reserves the right to change this Agreement at any time and in its sole discretion and with no prior notice. A new version of this Agreement shall come into effect when posted on the Web-site. A notice on any changes to this Agreement shall be sent to the e-mail address specified by the User during the registration process in the Service. By continuing to use the Service, the User confirms his acceptance of the revised Agreement and all of the terms incorporated therein by reference. The Company encourages the Users to review the Agreement frequently to ensure that the User understands the terms and conditions that apply when he uses the Service. If the User does not agree to the revised Agreement, the User shall stop to use the Service.
1.4 In this Agreement, the following terms shall have the following meanings:
"Acceptance" means the acceptance by a User of an Offer sent by the Supplier to the User through the Service;
"Service Database" means the database containing information about Events and Suppliers, organized on the Web-site and mobile application GetExperience, which is a part of the Service;
"Event" - means a recreative or educative event held by the Supplier in online or offline format and offered via the Service for Users' participation with the indication of minimum terms: description, date and time, cost and terms of participation;
"Event Participation Agreement" has the meaning given to it in section 2.3(A) hereof;
"Request" means a User's request sent with the use of the Service to search for a Supplier for specific Event;
"Company" has the meaning given to it in section 1.1 hereof;
"Content" has the meaning given in section 9 hereof;
"Personal Account" means a closed section of the Service accessible only by its owner (User) and containing the information about the User, service settings, history of Requests accomplished using the Service, information on Requests, etc. The Personal Account is also used for communication between the User, Supplier and the Company;
"Offer" means an offer of the Supplier to arrange an Event with indication of certain terms, which is set by the Supplier via the Service or sent in response to the User's Request;
"Supplier" means a legal entity, an individual entrepreneur or an individual registered in the Service and intending to arrange Events and invite Users to participate in such Events via the Service;
"User" has the meaning given to it in section 1.1 hereof;
"Web-site" has the meaning given to it in section 1.1 hereof;
"Service" means the Company's software which enables the Suppliers to post information about the Events, distributes information about the received Users' Requests to the Suppliers and allows the Suppliers to send Offers to the Users and the Users to accept such Offers;
"Non-participation" is a situation when an Event Participation Agreement was concluded between the User and the Supplier, and the User paid not less than 30% of the Event Participation Price but did not show up at the Event starting place in time.
"Failed Event" is a situation when a User and the Supplier have entered into the Event Participation Agreement by means of Service, but (i) the Event did not take place for reasons beyond the control of the User, or (ii) the User having the Supplier's confirmation on participation in the Event was not allowed to participate, or (iii) the Event did not comply with the essential terms as they were agreed with the User or specified by the Supplier via the Service;
"No Show Event" is a situation when a User and the Supplier have entered into the Event Participation Agreement by means of Service, but the User didn't participate in the Event for any reason, except for the situation of a Failed Event;
"Parties" has the meaning given to it in section 1.1 hereof;
"Event Participation Price" is the price indicated by the Supplier in the Offer for the certain Event participation.
2 DESCRIPTION OF SERVICE
2.1 The Service allows the User to participate in the Event chosen from the Service Database under the terms agreed by the User and the Supplier. The User may send a Request to the Supplier on his own terms or expressly agree the terms offered by the Supplier for a certain Event.
2.2 Only persons who have reached the age of majority under the legislation of the country of the Event, or, in case of an online Event, the applicable law specified by the Supplier, are entitled to use the Service as clients. Viewing Events is available to any Internet users.
2.2.1. The User may send the Requests for the Event participation for his/her own usage and for the additional clients subject to directly specifying their data in the Request. In case of conclusion the Event Participation Agreement via the Service in favor of the additional client the User remains fully liable under such Event Participation Agreement.
2.3. The User acknowledges and agrees that:
(A) The User's ability to participate in the Events offered by the Suppliers via the Service does not establish the Company as a provider of the Event or as a Supplier for a specific Event. When the User finds an appropriate Event, choses the options of the specific Event participation (if applicable) and pays the Event Participation Price, he shall be deemed to have entered into an Event Participation Agreement (the "Event Participation Agreement") with the Supplier but not with the Company.
(B) Due to the nature of the Service provided under this Agreement, the liability of the Company is limited to an obligation to accurately transmit the information from the Supplier to the User through the Service as well as to transfer to the Supplier the Event Participation Price received from the User. The Company shall not be liable for the credibility of the information passed as well as for the due and in good faith performance of the Supplier's obligations within any agreements between the Supplier and the User. The Company bears no responsibility for any losses including the loss of gains and physical losses and damages caused by the Service, or in any way determined by the use of the Service.
(C) The Service, the software used for the provision of the Service and other content of the Web-site through which the Service are available (including but not limited to the, GetExperience logo and other logos and registered trademarks) are protected by the Company's or third parties' intellectual property rights.
The User is hereby granted a limited, non-exclusive, non-sublicensable, revocable, non-rentable license to: (i) access and use the respective intellectual property solely in connection with his use of the Service; and (ii) access and use any content, information and related materials that may be made available through the Service, in each case solely for the User's personal, non-commercial use. Any rights not expressly granted herein are reserved by the Company.
(D) There may exist certain technical limitations and restrictions on the Service, which can lead to the inaccessibility of the Service or delays in the transmission of communication at a particular time due to some reasons beyond the Company's control.
(E) The User enters into this Agreement at its sole risk and understanding that the Service and any information provided to the User are provided "as is" and "as available".
(F) The relations between the User and the Company during the use of the Service fall exclusively within the Agreement contained herein. Nothing shall be presumed to indicate that the Company and the User have entered into or have agreed to enter into any other contract or have any rights and obligations before each other within any other agreement.
2.4. For granting the license specified in subpar. 2.3(C) above the User pays to the Company a service fee in the amount of 10% of the Event Participation Price. The service fee shall be paid at every use of the Service by the User, i.e. at booking the Event and payment of the Event Participation Price in accordance with Section 3 below. Service fee shall be refunded in cases where and as provided for the refund of the amounts transferred by the User to the Company's account as a full or partial payment for the Transfer, in accordance with clause 4.2. below.
For the purposes of Service promotion and increasing of the Users loyalty the rate of the service fee for certain regions may be reduced. The service fee rate for a particular booking shall be available for the User at the booking, before the Transfer Price payment.
2.5. The User shall not use the Service for Events arranging or any other activities in the following regions:
- Burma (Myanmar);
- Central African Republic;
- Crimean Peninsula;
- Democratic People's Republic of Korea;
- Democratic Republic of the Congo;
- Donetsk and Luhansk Regions of Ukraine;
- Islamic Republic of Iran;
- Republic of Cuba;
- Republic of Guinea;
- Republic of Guinea-Bissau;
- Republic of Sudan;
- Sierra Leone;
- South Sudan;
- Syrian Arab Republic;
3 PAYMENT OF EVENT PARTICIPATION PRICE
3.1 The Event Participation Price shall be specified by the Supplier in the Offer. After choosing an Event, the User pays the Event Participation Price by making a partial or full advance payment of the Event Participation Price and paying the remaining part of the Event Participation Price directly to the Supplier. The method and procedure of payment of the Event Participation Price shall be determined in the Offer.
Further disposal of the amounts received from the User shall be subject to the terms and conditions of a separate agreement between the Company and the Supplier.
3.1.2. Any payments related to this Agreement, including the transfer of the Event Participation Price, as well as the refund of any amounts to the User, shall be made by the following payment processors under the terms and conditions expressed by such payment processor:
- QIWI Bank JSC (processing centre Platron) – for the Users registered in Republic of Azerbaijan, Republic of Armenia, Republic of Belarus, Republic of Kazakhstan, Kyrgyz Republic, Republic of Moldova, Russian Federation, Republic of Tajikistan, Republic of Uzbekistan;
- TAZAPAY PTE. LTD (payment system Tazapay) – for Users registered in all regions except those specified above.
3.1.3. "Global Online Travel" Limited Liability Company (Republic of Armenia, registration number 271.110.1183229) shall be the Service operator in the following regions: Republic of Azerbaijan, Republic of Armenia, Republic of Belarus, Republic of Kazakhstan, Kyrgyz Republic, Republic of Moldova, Russian Federation, Republic of Tajikistan, Republic of Uzbekistan. In these regions this operator shall perform all the Company's obligations and exercise its rights towards the Users, including but not limited to making payments under the terms and conditions specified herein.
3.1.4. GETRENTACAR INTERNATIONAL LIMITED (Republic of Cyprus, registration number HE 417079) shall be the Service operator in the whole world, with the exception of the regions specified in clause 3.1.3 above. Within this territory this operator shall perform all the Company's obligations and exercise its rights towards the Users, including but not limited to making payments under the terms and conditions specified herein.
3.2 The User agrees that the Company has the right to add to any amounts payable via the Service any processing fees and charges, which are due under the relevant agreements between the Company and its banks and/or payment systems, provided that the User will be notified of the amount and fact of charging such amounts before making a decision on payment. The User also agrees that the Event Participation Price with any charges may be debited from the User's bank/card account in other currency than one previously selected, if the payment in a specific currency and/or the mandatory currency conversion are stipulated by the bank and/or payment system effecting the payment.
3.3 Unless this Agreement provides otherwise:
(A) all payments made by the User under this Agreement shall be made gross, free of right of counterclaim or set off and without deduction or withholding of any kind other than any deductions or withholding required by law; if a User makes a deduction or withholding required by law from any payment, the sum due shall be increased to the extent necessary to ensure that, after the making of any such deduction or withholding, the Company receives a sum equal to the sum it would have received had no deduction or withholding been made;
(B) all payments made by the Company (whether as a refund to the User or on another basis) shall be deemed to be inclusive of all taxes that may be payable by the User in connection with the payment, and the payment of such taxes are the User's sole responsibility. Under no circumstances shall the Company have an obligation to deduct or withhold any tax when making any payment to the User.
4 NON-PARTICIPATION AND REFUND POLICY
4.1 The User may unilaterally cancel an Event participation booked and fully or partly paid for by sending an e-mail to the Service support address [email protected] or by phone number indicated on the Company's Web-site.
4.2 The amounts transferred by the User to the Company (or to one of its local operators) as full or partial payment of the Event Participation Price and the compensation of the insurance coverage may be returned to him/her in the following cases:
(A) if the User cancels the Event participation not later than 24 hours before the agreed Event starting time as well as the Event participation is cancelled by the Supplier, as well as if the Event is cancelled or the User is not admitted to the Event participation at the Supplier's discretion, the Company returns to the User the amount received from him/her in full;
(B) if the User cancels the Event participation less than 24 hours before the agreed Event starting time or in case of Non-participation, no refunds are made to the User;
4.3 In case this is provided for in the terms of the bank and/or the payment system through which the payment was made, the funds to be returned to the User in accordance with clause 4.2 of the Agreement can be charged from the receiving account (of the Company or its local operator, depending on what company had received the refundable amount) in the currency in which they were debited from the User's account and wired to the User's card or/and bank account in the currency of the account through the conversion procedure.
4.4 Terms and conditions of refunding the amounts of the Event Participation Price that were transferred by the User directly to the Supplier, shall be determined by the mentioned parties separately, and any refunds shall be made with no Company interaction.
5 USER'S REPRESENTATIONS AND WARRANTIES
5.1 The User represents and warrants at all times that the User continues to use the Service that:
(A) the User has legal capacity under the laws of all applicable jurisdictions and agrees to this Agreement voluntarily, and that the User has full power, authority and capacity to comply with this Agreement and his obligations contained herein;
(B) the User's compliance with this Agreement is lawful and his obligations hereunder are legally binding and valid;
(C) the User has carefully and thoroughly read and understood this Agreement;
(D) the User is and shall always be compliant with this Agreement;
(E) in entering into this Agreement the User has not relied on any representation, warranty, statement, undertaking or conduct of any kind other than as expressly provided in this Agreement;
(F) all information provided by the User is true, complete, valid and not misleading in any respect, and it acknowledges and agrees that the Company enters into this Agreement with him in reliance on the representations and warranties set out in this section and is enabled to decline entering into the Agreement on the grounds of reasonable doubts in reliability of the information provided by the User.
(G) all information provided by the User while using the Service, including his/her personal data, cookies, etc. may be checked for the purposes of sanctions compliance under the USA regulations following Russia's military aggression against Ukraine.
6 USER'S ONGOING OBLIGATIONS
6.1 The User shall:
(A) regularly monitor and review any announcements connected with the Service made on the Web-site;
(B) purchase and use the Service only for the purposes and in the manner expressly permitted by this Agreement;
(C) notify the Company immediately if any of the representations and warranties made under this Agreement becomes untrue, incomplete, invalid or misleading in any respect;
(D) not engage in any activity that interferes with or disrupts the Service in any way;
(E) keep, and be fully responsible for keeping, the information required to access its account (including the password) confidential, secure, intact and under control at all times;
(F) not remove any copyright, trademark or other proprietary notices from any portion of the Service;
(G) not reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, Event participation, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Service except as expressly permitted by the Company;
(H) not decompile, reverse engineer or disassemble the Service except as may be permitted by applicable law;
(I) not link to, mirror or frame any portion of the Service;
(J) not cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Service or unduly burdening or hindering the operation and/or functionality of any aspect of the Service;
(K) not attempt to gain unauthorized access to or impair any aspect of the Service or its related systems or networks;
(L) not use or refer to in any manner the Company's names, logos, product and service names, trademarks or services marks when conducting own commercial activities, except for posting messages about cooperation with the Service;
(M) not otherwise infringe the Company's intellectual property rights concerning the Service, the software and any other content of the Web-site through which the User accesses the Service;
(N) observe all applicable laws and regulations (including tax laws and regulations) in such manner that will, to the best of its knowledge and belief, result in compliance by it and the Company in any jurisdiction in which it directly or indirectly uses the Service;
(O) provide promptly such evidence of its compliance with this Agreement as the Company may at any time reasonably require.
7 EXCLUSION OF REPRESENTATIONS AND WARRANTIES BY THE COMPANY
7.1 The User hereby accepts that, to the fullest extent permitted by law:
(A) no warranty is given in respect of the Service or any information provided to the User; and
(B) the Company expressly disclaims all warranties and conditions of any kind, whether express or implied, including:
(i) any implied warranties of merchantability, fitness for a particular purpose or non- infringement of the Service;
(ii) any warranties as to the timeliness, reliability, suitability, sequence, accuracy, adequacy, consistency or completeness of any information provided to the User via the Service or in connection with it, at any time or from time to time;
(iii) any warranties that the access to the Service provided hereunder will be uninterrupted, timely or free from error.
8 LIMITATIONS OF THE COMPANY'S LIABILITY
8.1 To the fullest extent permitted by law, the Company expressly disclaims all liability for any loss whatsoever, and howsoever caused, incurred or suffered by you or anyone else, and including any loss arising from or in connection with:
(A) any inaccuracy, incompleteness or delay in any information provided to the User;
(B) any transaction failure which may occur when the User seeks to make payment;
(C) any malfunction, instability, or another breakdown of any software used by the Company for the provision of the Service;
(D) any disclosure, loss, theft, destruction or inaccessibility of the User's account, password or other data (including the User's or any other person's failure to keep these secure, safe and confidential);
(E) termination of this Agreement at any time and for any reason;
(F) any failure of the Service to be used in any specific way or to meet any specific purpose or requirements;
(G) any war, riots, epidemics, acts of God, epidemics, restraints imposed by any governmental or semi- governmental or regulatory authority, industrial or trade disputes, fires, explosions, storms, typhoons, floods, lightning, earthquakes and natural calamities.
8.2 The Company shall have no liability, however arising, for any indirect, incidental, special, exemplary, punitive or consequential damages, including lost profits, lost data, personal injury or property damage arising out of or in connection with the provision of the Service hereunder, or otherwise related to its subject matter, regardless of the negligence (either active, affirmative, sole, or concurrent) of the Company, even if the Company has been advised of the possibility of such damages.
8.3 The Company shall not be liable for any damages, liability or losses arising out of:
(i) the User's use of or reliance on the Service or the User's inability to access or use the Service; or
(ii) any transactions or relationship between the User and any Supplier, even if the Company has been advised of the possibility of such damages. The Company shall not be liable for delay or failure in performance of the Service resulting from causes beyond the Company's reasonable control.
8.4 The Company's aggregate liability to the User for any claims for damages (whether under contract, tort, warranty, or other law) resulting from, arising out of, or in connection with this Agreement, or otherwise related to its subject matter, will not exceed 10% of the Event Participation Price paid by the User to the Company in connection with the relevant Event.
9. INTELLECTUAL PROPERTY RIGHTS
9.1. All objects posted on the Site, including design elements, text, graphics, illustrations, videos, scripts, programs, music, sounds and other objects and their compilations (hereinafter referred to as the "Content"), shall be subject to the exclusive rights of the Company, Users and Suppliers, all rights to these objects shall be reserved.
9.2. Each of the owners of the Content, by uploading it to the Site, guarantees the Company the existence of an appropriate scope of rights to dispose such Content.
9.3. Except as provided in this Agreement, as well as applicable legislation, no Content may be copied (reproduced), processed, distributed, displayed in a frame, published, downloaded, transferred, sold or otherwise used in whole or in part without the prior permission of the copyright holder, except in cases where the copyright holder has explicitly expressed his consent to the free use of the Content by any person. Reproduction, copying, collection, systematization, storage, transfer of the Content in order to create a database for commercial and/or non-commercial purposes and/or use of the Content in whole or in any part, regardless of the method of use, without the Company's consent is not allowed.
9.4. The User, by posting the Content legally owned by him on the Site, provides other users with a non-exclusive right to use it exclusively within the framework of the functionality provided by the Site, by viewing, reproducing (including copying) and other rights exclusively for the purpose of personal non-commercial use, except for cases when such use causes or may cause harm to the legally protected interests of the right holder.
9.5. The User also grants the Company a non-exclusive right to use, free of charge, the Content, posted on the Site and legally owned by the User, in order to ensure the operation of the Site by the Company to the extent determined by the functionality and architecture of the Site, and display the Content in the Company's promotional materials, including as part of the images of the Site's interface, including by way of bringing such promotional materials to the public. The specified non-exclusive right is granted for the period of posting the Content on the Site and extends its effect to the territory of countries around the world. The expiration of the term for posting the Content on the Site and/or the term of the non-exclusive right does not result in the need to withdraw the Company's promotional materials displaying the Content from circulation (including their removal from the Internet). The Company has the right to transfer the rights specified in this clause to the third parties. The User agrees that the Company has the right to use the functionality and technical capabilities of the Site, which ensure the display of the Content posted by the User, at its own discretion, including for the purpose of displaying advertising information.
9.6. If the User removes his Content from the Site, the non-exclusive right referred to in clause 9.5. of this Agreement will be automatically revoked, however, the Company reserves the right, if necessary, due to the technical features of the Site operation, to keep archival copies of the User's Content within the period deemed necessary.
9.7. Apart from its own Content, the User shall not have the right to upload or otherwise make public (publish on the Site) the Content of other sites, databases and other results of intellectual activity in the absence of the express consent of the copyright holder to such actions.
9.8. Any use of the Site or Content, except as permitted in these Rules or in the case of the express consent of the copyright holder to such use, without the prior written permission of the copyright holder, is strictly prohibited.
9.9. The User is personally responsible for any Content or other information that he/she uploads or otherwise makes public (publishes) on the Site or with its help. The User does not have the right to upload, transfer or publish Content on the Site if he/she does not have the appropriate rights to perform such actions, acquired by or transferred to him in accordance with applicable legislation. The User independently, without the participation of the Company, resolves any disputes that have arisen with third parties regarding to the use of the Content.
9.10. The Company may, but not obliged, to review the Site for any prohibited Content and may remove or move (without notice) any Content or users in its sole discretion, for any or no reason, including, without limitation, moving or removal of the Content that, in the Company's personal opinion, violates this Agreement, applicable legislation and/or may violate the rights, harm or threaten the safety of other Users or third parties.
9.11. The Site contains (or may contain) links to other sites in the Internet (the third parties' sites) as well as articles, photographs, illustrations, graphics, music, sounds, videos, information, applications, programs and other Content owned by or coming from the third parties (Third Parties' Content), which is the result of intellectual activity and protected in accordance with applicable legislation.
The specified third parties and their Content are not checked by the Company for compliance with any requirements of accuracy, completeness, good faith, etc. The Company shall not be responsible for any information posted on third parties' websites that the User accesses through the Site or through Third Parties' Content, including, but not limited to, any opinions or statements expressed on third parties' websites or in their Content.
9.12. Links or instructions for downloading files and/or installing third-parties' programs posted on the Site do not mean support or approval of these actions by the Company. A link to any site, product, service, any information of a commercial or non-commercial nature posted on the Site does not constitute an approval or recommendation of these products (services) by the Company.
9.13. If the User decides to leave the Site and turn to third-parties' sites or use or install third-parties' programs, the User does so at his/her own risk and from that moment these Rules shall no longer apply to the User. In further actions, the User should be guided by applicable rules and policies, including the business practices, of those persons whose Content the User intends to use.
10.1 The User indemnifies the Company against, and agrees to reimburse and compensate the Company for, any liability or loss (and any costs incurred in connection therewith) arising from:
(A) any violation of this Agreement by the User;
(B) the Company exercising, enforcing or preserving its rights, powers or remedies (or considering doing so) with respect to the User in connection with this Agreement;
(C) infringement of any Company's or third parties' intellectual property rights or other rights in connection with the User's use of the Service and the Web-site and its contents.
11.1 The User agrees to receive advertising messages from the Company. The User has a right to decline receiving advertising messages by using the relevant functionality of the Service, as part of which or in connection with which the User received such messages.
11.2 The User hereby gives his consent on processing and collection of his personal data to the extent and for the purposes specified in this Agreement and in Confidentiality Policy posted on the Web-site.
11.3 The Company shall take all necessary and sufficient organizational and technical measures to protect the User's personal data from illegal or accidental access, destruction, alteration, blocking, copying, or distribution, as well as from other illegal actions with such data by third parties.
11.4 In order for the Service to work more efficiently the Web-site uses cookie files. By starting to use the Service, the User agrees to the use of cookie files. The User may find out more on the Web-site about the main terms of cookies using by the Company.
11.5 With regards to the personal data protection the Company follows the legislation of the State of Delaware, USA.
12 PROHIBITION OF DISCRIMINATION
12.1 Discrimination refers to any distinction, exclusion, restriction or preference in the rights and freedoms of an individual or a group of individuals, as well as support for discriminatory behavior.
12.2 In accordance with the USA federal laws, any discrimination, in particular on grounds of sex, race, color, ethnic or social origin, genetic traits, Language, religion or belief, political or any other views, membership of a national minority, property status, birth, disability, age or sexual orientation. The prohibition of discrimination is the basic principle of international law, recognized and actively supported by the entire world community.
12.3 When using the Service, the User shall be tolerant and not specify in the requests any requirements of a discriminatory nature, in particular the requirement that the transportation services be provided by a Supplier of a certain sex, race, nationality, sexual orientation. If the User indicates discriminatory requirements, the Service reserve the right to reject the request and terminate the Agreement with the User (to block the access to the Personal Account).
13 ASSIGNMENT AND NOVATION
13.1 The Company may assign, transfer, novate or otherwise deal in any manner, all or any part of its rights, remedies, powers, duties and obligations under this Agreement to any person, without the User's consent and in any way the Company considers appropriate.
13.2 The User agrees that it may not claim against any assignee or any other person who has an interest in this Agreement, any right of set off or other rights that the User has against the Company.
14 TERM AND TERMINATION
14.1 This Agreement will commence at the moment specified in clause 1.1 and shall continue until terminated in accordance with this paragraph 13.
14.2 Notwithstanding any other provision of this Agreement, the Company may at any time and for any reason immediately terminate this Agreement as between the User and it without prior notice or need to specify reasons, including if:
(A) the User has breached any provision of this Agreement or acted in a manner which clearly shows that the User does not intend to or is unable to comply with any provision in this Agreement;
(B) The Company reasonably considers it is required to do so by the application of any laws or regulations or by any government, quasi-government, authority or public body (including any regulatory body of any jurisdiction); or
(C) the Company determines that performing its obligations under this Agreement is no longer commercially viable.
14.3 The Company will inform the User of such termination by notice in accordance with clause 19.
15 WAIVER OF SET-OFF
The User acknowledges and agrees unconditionally and irrevocably to waive any right of set-off, netting, counterclaim, abatement or other similar remedy which the User might otherwise have under this Agreement under the laws of any jurisdiction.
16 GOVERNING LAW
This Agreement is governed by and must be construed in accordance with the law of the State of Delaware, USA.
17 RESOLUTION OF DISPUTES
17.1 Any dispute and controversy, which may arise during the fulfillment hereof, shall be settled, as far as possible, by negotiations between the Parties.
17.2 If there is a dispute between the Parties resulting from, arising out of, or in connection with this Contract or related to its subject matter, the dispute shall be resolved through judicial procedure in accordance with applicable laws of the State of Delaware, USA.
18 THIRD PARTY RIGHTS
Any person who is not a party to this Agreement may not enforce nor enjoy the benefit of any provision of this Agreement.
19.1 The User agrees that the Company may give notices and communications, under or in connection with this Agreement by announcement on the Web-site or by email to the email address which the User registers to its account, and that such notice is deemed to be effective and received by the User at the time when it is published on the Web-site, or, if earlier, sent, by the Company unless the Company promptly receives an automated message indicating failed delivery of that notice.
19.2 Notices to the Company may be directed to the email address [email protected] specified on the Web-site.
19.3 The User agrees to receive advertising messages from the Company and is able to refuse receiving such advertising messages via the Web-site.
20 NO WAIVER
No failure or delay on the part of the Company to exercise any right, power or remedy under this Agreement will operate as a waiver, nor will any single or partial exercise by the Company of any right, power or remedy.
If any provision of this Agreement is held to be illegal, void, unenforceable or invalid, whether in whole or part, under the laws of any jurisdiction, that portion will be severed, and such illegality, unenforceability or invalidity will not affect the legality, enforceability or validity of the remaining provisions of this Agreement in that jurisdiction, nor the legality, enforceability or validity of this Agreement in any other jurisdiction. This section 20 has no effect if the severance would alter the basic nature of this document or be contrary to public policy.
This Agreement is made in English; translations to other languages are for information purpose only and not legally binding. In case of any inconsistency, the English version shall prevail.