Conditions d'utilisation

Last updated: 10.12.2022

1. LEGALLY BINDING AGREEMENT; AMENDMENTS

1.1. Spotikel Limited ("we" "us" "our" or the "Company") is a technology company that has developed, operates, and manages an e-commerce technology platform (the "Service") which allows, inter alia, (i) collecting the shipping and billing details of the e-commerce store buyers, (ii) connecting the e-commerce store of the customer (the "Customer", "you") with the payment service provider, and (iii) importing the final order details into the e-commerce platform.

1.2. Your access and use of the Service constitute your agreement to be bound by these Terms and Conditions of Use (the "Terms"), which establishes a legally binding contractual relationship between you and the Company. For this reason, PLEASE READ THE TERMS CAREFULLY BEFORE USING THE SERVICE. If you do not agree with these Terms, then you are expressly prohibited from using the Service and you must discontinue use immediately.

1.3. Supplemental terms, policies, or documents that may be posted at the Service 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 Terms at any time and for any reason.

1.4. We will alert you about any changes by updating the "Last Updated" date of these Terms and you waive any right to receive specific notice of each such change.

1.5. It is your responsibility to periodically review these 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 Terms by your continued use of the Service after the date such revised Terms are posted.

1.6. THESE TERMS CONTAIN DISCLAIMERS (SECTION 13), LIMITATION OF LIABILITY (SECTION 14), AND PROVISIONS THAT WAIVE YOUR RIGHT TO A JURY TRIAL, RIGHT TO A COURT HEARING, AND RIGHT TO PARTICIPATE IN A CLASS ACTION (ARBITRATION AND CLASS ACTION WAIVER). UNLESS YOU OPT-OUT WITHIN 30 DAYS OF FIRST USE OF THE SERVICE AS PROVIDED FOR IN SECTION 10, ARBITRATION IS THE EXCLUSIVE REMEDY FOR ANY AND ALL DISPUTES AND IS MANDATORY EXCEPT AS SPECIFIED BELOW IN SECTION 10.

2. USE OF THE SERVICE; LICENSE

2.1. The Service is a SaaS (Software as a Service) web-based module for online stores. The Service shall be provided for Customers as a tailor-made module for every specific Customer's online store and needs. Although having the same name, every our specific application shall be made available for only one Customer, adjusted and customized only for his specific needs and use cases. The Service functionalities may vary depending on the platform the module is intended to work with. You can send a query to info@checkify.pro in order to get information on whether the Service is provided for the e-commerce platform you are using.

2.2. We hereby grant to the Customer a non-exclusive, non-transferable (without the right to sublicense) right to use the Service for the Customer's own internal business purposes based on a SaaS licensing and delivery model. The license granted hereunder is subject to the terms and conditions set forth in these Terms.

2.3. To provide the Service, we may ask you to provide certain information about yourself, as well as to provide us with credentials ("Credentials") to access any API, software, or source code of the e-commerce platform you use ("API"). As an independent web-based module, we are not liable for any infringements of third-party rights, breaches of their policies or terms and conditions arising out of the provision of the Credentials to us by you, and the use of such Credentials and API by us for the provision of the Services according to the Terms.

2.4. If you use the Service, you represent and warrant to the Company that: (i) all required information you submit is truthful and accurate; and (ii) your use of the Service does not violate any applicable law or regulation or these Terms. Otherwise, the Service may not operate correctly, and we may not be able to contact you with important notices.

2.5. The Service is not intended to be used by individuals under age of 16. You hereby represent and warrant to the Company that you meet the foregoing qualification. 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 Service. If you are a minor, you must have your parent or guardian read and agree to these Terms prior to you using the Service.

2.6. The Company reserves the right to suspend or terminate your use of the Service, or your access to the Service, with or without notice to you, in the event that you breach these Terms.

2.7. The Service may be modified, updated, interrupted, or suspended at any time without notice to you or our liability.

3. BUYERS OF THE CUSTOMER

3.1. The Company shall not be liable for any delay or failure, for whatever reason, of the Customer to deliver the purchased products to the rightful buyer of the Customer on the Customer's e-commerce and/or online store (the "Buyer"), nor shall the Company be liable to Customer for any delay or failure, for whatever reason, in the purchase process. The Customer shall be solely liable for any claims that arise, directly or indirectly, out of the delay or failure to deliver the purchased products to the rightful Buyer. The Company shall not be responsible for any refunds, fulfilment issues, conformity of goods or services, the accuracy of descriptions, products warranties or images made, sold, rendered, provided or used by the Customer as well as any other activity carried out by the Customer with the use of Service. If the Buyer has a dispute over a purchase, this is solely the responsibility of the Customer and the Company is indemnified and hold harmless by the Customer against liability, demand, claim, action, dispute, expenses, damage and loss arising out of or in connection with the Buyer's purchase and marketing, offering, selling or rendering goods or services by the Customer to its Buyers.

4. OTHER ASPECTS OF THE SERVICE; CUSTOMER CONSENT

4.1. You acknowledge that all the text, images, marks, logos, compilations (meaning the collection, arrangement, and assembly of information), data, other content, software, and materials displayed on the Service website or used by the Company to operate the Service are proprietary to us or to third parties.

4.2. The Company expressly reserves all rights, including all intellectual property rights, in all of the foregoing, and except as expressly permitted by these Terms, any use, redistribution, sale, decompilation, reverse engineering, disassembly, translation, or other exploitation of them is strictly prohibited. The provision of the Service does not transfer to you or any third party any rights, title, or interest in or to such intellectual property rights.

4.3. You agree, and represent and warrant, that your use of the Service, or any portion thereof, will be consistent with the foregoing license, covenants, and restrictions and will neither infringe nor violate the rights of any other party or breach any contract or legal duty to any other parties. In particular, you agree, represent, and warrant that (1) you have the right to provide us the Credentials to access and use the API to provide the Services under the Terms; (2) our use of the Credentials and API for the purpose of provision of the Services under the Terms does not infringe any third party's intellectual property rights, does not breach any confidentiality or privacy rights of any third party, as well as their policies, terms and conditions and arrangements, entered into between you and any third parties. In addition, you agree that you will comply with all applicable laws, regulations, and ordinances relating to the Service or your use of it, and you will be solely responsible for your own individual violations of any such laws.

4.4. Your access to and use of the Service is at your own risk. The Company will have no responsibility for any harm to your computing system, loss of data, or other harm to you or any third party, including, without limitation, any bodily harm, that results from your access to or use of the Service, or reliance on any information or advice.

4.5. The Customer agrees and acknowledges that the Service cannot and shall not be used in the event that the Service is proclaimed incompatible or blocked or in any other way hindered by e-commerce platform used by the Customer as a result of interpretation of, including, but not limited to, their Terms of Service or any other similar agreement or policy, legal rights and interests, applicable law. Any inability to use the Service in the above cases shall not be considered as a legal ground for claims from the Customer against us. We shall not be liable before the Customer if the Customer cannot get access to the Service due to the abovementioned events. The Customer explicitly accepts that our independent web-based module is not an official partner of any e-commerce platform.

4.6. The Company has no obligation to provide you with customer support of any kind. However, the Company may provide you with customer support from time to time, at the Company's sole discretion.

5. CUSTOMER REPRESENTATIONS

5.1. By using the Service, you represent and warrant that:

5.1.1. you have the legal capacity and you agree to comply with these Terms;

5.1.2. you are of legal age as established by your respective state or country of residence;

5.1.3. you are not a minor in the jurisdiction in which you reside, or if a minor, you have received parental permission to use the Service;

5.1.4. you will not access the Service through automated or non-human means, whether through a bot, script or otherwise;

5.1.5. you will not use the Service for any illegal or unauthorized purpose;

5.1.6. you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a "terrorist supporting" country;

5.1.7. you are not listed on any U.S. government list of prohibited or restricted parties; and

5.1.8. your use of the Service will not violate any applicable law or regulation.

5.2. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to refuse any and all current or future use of the Service (or any portion thereof).

5.3. You may not access or use the Service for any purpose other than that for which we make the Service available.

5.4. The license granted hereunder does not allow to:

5.4.1. systematically retrieve data or other content from the Service to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us;

5.4.2. make any unauthorized use of the Service;

5.4.3. make any modification, adaptation, improvement, enhancement, translation, or derivative work from the Service;

5.4.4. make the Service available over a network or other environment permitting access or use by multiple devices or users at the same time;

5.4.5. use the Service for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the Service;

5.4.6. use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the Service;

5.4.7. circumvent, disable, or otherwise interfere with security-related features of the Service;

5.4.8. engage in unauthorized framing of or linking to the Service;

5.4.9. interfere with, disrupt, or create an undue burden on the Service or the networks or services connected to the Service;

5.4.10. decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Service;

5.4.11. attempt to bypass any measures of the Service designed to prevent or restrict access to The Service, or any portion of the Service;

5.4.12. upload or distribute in any way files that contain viruses, worms, trojans, corrupted files, or any other similar software or programs that may damage the operation of another's computer;

5.4.13. use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Service, or using or launching any unauthorized script or other software;

5.4.14. disparage, tarnish, or otherwise harm, in our opinion, us and/or the Service;

5.4.15. use the Service in a manner inconsistent with any applicable laws or regulations; or

5.4.16. otherwise infringe these Terms.

6. PAYMENT

6.1. In consideration of the granted license and services hereunder, the Customer shall pay to the Company the agreed fees.

6.2. The Customer agrees to pay for the use of the Service a subscription fee in the amount, specified in the payment plan, chosen by the Customer. In some circumstances, we may provide to the Customer a free plan or a free trial.

6.3. The payment for the Service module consists of a fixed subscription fee and/or percentage of all completed e-commerce platform transactions regardless of the payment method used.

6.4. All fees are set without VAT. VAT shall be included, if applicable.

6.5. The fee may include:

6.5.1. the Service user license;

6.5.2. technical support according to the selected billing plan;

6.5.3. the Service updates according to a schedule, approved and applied by the Company.

6.6. Fees shall be paid with a credit card, according to the instructions inside the Service's interface or described on our website.

6.7. The Customer has the right to use the Service only if the fees are being paid properly and on time and the Customer complies with its obligations under these Terms. In the event that the Customer fails to pay the fees for a period longer than fourteen (14) days from the issuance of the relevant invoice or the purchase made, the Company may terminate the access of the Customer to the Service without any notification or compensation due to the Customer.

6.8. The Company has the right to increase or decrease the amount of fees at its own discretion and the Customer shall have the option to continue using the Service at the new fee rates or to cease using the Service.

6.9. In case of termination of the Customer's access to the Service for any reason the Customer shall pay the fees in full for the period preceding such termination ("Outstanding Debt"). The Outstanding Debt may be set-off at the Company's sole discretion against the amounts on the Customer's account or owed by the Company to the Customer if any.

6.10. To the extent permitted by applicable law, all fees and payments for the Service are non-refundable, unless otherwise is stated herein or is required by applicable law.

7. THIRD-PARTY CONTENT

7.1. Certain content, products, and services available via the Service may include materials from third-parties.

7.2. Third-party links on the Service website may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.

7.3. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

8. CUSTOMER DATA

8.1. We care about data privacy and security. Please review our Privacy Policy. It contains information that you should review prior to using the Service.

8.2. By using the Service, you agree to be bound by the Privacy Policy and Data Processing Agreement available at https://checkify.pro/en/data-processing-agreement, which is incorporated into these Terms.

9. TERM AND TERMINATION

9.1. These Terms shall remain in full force and effect while you use the Service. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OF THE SERVICE, WITHOUT WARNING, IN OUR SOLE DISCRETION.

9.2. In addition, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress regarding your activities during the time you used the Service for which you may be held liable, even after any expiration or termination of these Terms within the limitation period in applicable laws.

10. MODIFICATIONS AND INTERRUPTIONS

10.1. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Service at any time or for any reason without notice to you.

10.2. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Service.

10.3. We cannot guarantee that the Service will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Service, resulting in interruptions, delays, or errors.

10.4. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Service during any downtime or discontinuance of the Service.

10.5. Nothing in these Terms will be construed to obligate us to maintain and support the Service or to supply any corrections, updates, or releases in connection therewith.

11. MANDATORY BINDING ARBITRATION AND CLASS ACTION WAIVER

11.1. PLEASE READ THIS ARBITRATION PROVISION CAREFULLY TO UNDERSTAND YOUR RIGHTS. EXCEPT WHERE PROHIBITED BY LAW, YOU AGREE THAT ANY CLAIM THAT YOU MAY HAVE IN THE FUTURE MUST BE RESOLVED THROUGH FINAL AND BINDING CONFIDENTIAL ARBITRATION. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY. THE RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS DISCOVERY OR THE RIGHT TO APPEAL, MAY BE MORE LIMITED OR MAY NOT EXIST.

11.2. YOU AGREE THAT YOU MAY ONLY BRING A CLAIM IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF (LEAD OR OTHERWISE) OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU FURTHER AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OR CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

11.3. YOU AND THE COMPANY, AND EACH OF ITS RESPECTIVE AGENTS, CORPORATE PARENTS, SUBSIDIARIES, AFFILIATES, PREDECESSORS IN INTEREST, SUCCESSORS, AND ASSIGNS, AGREE TO ARBITRATION (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT), AS THE EXCLUSIVE FORM OF DISPUTE RESOLUTION EXCEPT AS PROVIDED FOR BELOW, FOR ALL DISPUTES AND CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICE, OR THE PRIVACY POLICY, UNLESS YOU ARE LOCATED IN A JURISDICTION THAT PROHIBITS THE EXCLUSIVE USE OF ARBITRATION FOR DISPUTE RESOLUTION.

11.4. Arbitration is a more informal way to settle disputes than a lawsuit in court. A neutral arbitrator instead of a judge or jury is used in arbitration, which allows for more limited discovery than in court, and is subject to very limited review by courts. The same damages and relief that a court can award can be awarded by arbitrators. Please see more information about arbitration at https://www.adr.org.

11.5. A party which intends to seek arbitration must first send to the other a written notice of intent to arbitrate (a "Notice") by an international courier with a tracking mechanism, or, in the absence of a mailing address provided by you to us, via any other method available to us, including via e-mail. The Notice to the Company must be addressed to Florinis, 7, Greg Tower, 2nd floor, 1065, Nicosia, Cyprus (as applicable, the "Arbitration Notice Address"). The Notice shall (i) describe the basis and nature of the claim or dispute, and (ii) set the specific relief sought (the "Demand"). If you and the Company do not reach an agreement to resolve the claim within 30 days after the Notice is received, then you or we may commence an arbitration proceeding as set forth below or file an individual claim in small claims court.

11.6. THE AMERICAN ARBITRATION ASSOCIATION ("AAA") WILL EXCLUSIVELY ADMINISTER THE ARBITRATION IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (THE "Rules"), AS MODIFIED BY THESE TERMS.

11.7. If you commence an arbitration against us, you are required to provide a second Notice to the Company at the Arbitration Notice Address within seven (7) days of arbitration commencement. The Rules and AAA forms are available online athttps://www.adr.org. Unless your Demand is equal to or greater than $1,000 or was filed in bad faith, in which case you are solely responsible for the payment of the filing fee, if you are required to pay a filing fee to commence an arbitration against us, then we will promptly reimburse you for your confirmed payment of the filing fee upon our receipt of the second Notice at the Arbitration Notice Address that you have commenced arbitration along with a receipt evidencing payment of the filing fee.

11.8. The arbitration shall be conducted exclusively in English. A single, independent and impartial arbitrator with his or her primary place of business in Alexandria, Virginia (if you are from the United States) or in Nicosia, Cyprus (if you are not from the United States) will be appointed pursuant to the Rules, as modified herein. You and the Company agree to comply with the following rules, which are intended to streamline the arbitration process and reduce the costs and burdens on the parties: (i) the arbitration will be conducted online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration; (ii) the arbitration will not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and (iii) any judgment on the award the arbitrator renders may be entered in any court of competent jurisdiction.

11.9. TO THE FULLEST EXTENT PERMITTED UNDER LAW, YOU AND THE COMPANY AGREE THAT YOU AND THE COMPANY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR CONSOLIDATED PROCEEDING. FURTHER, YOU AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PERSON'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND THAT IF THIS SPECIFIC PROVISION IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS MANDATORY ARBITRATION SECTION WILL BE NULL AND VOID.

11.10. The arbitrator shall have the exclusive and sole authority to resolve any dispute relating to the interpretation, construction, validity, applicability, or enforceability of these Terms, the Privacy Policy, and this arbitration provision. The arbitrator shall have the exclusive and sole authority to determine whether this arbitration clause can be enforced against a non-party to this agreement and whether a non-party to these Terms can enforce its provision against you or us.

11.11. Barring extraordinary circumstances, the arbitrator will issue his or her final, confidential decision within 120 days from the date the arbitrator is appointed. The arbitrator may extend this time limit for an additional 30 days upon a showing of good cause and in the interests of justice. All arbitration proceedings will be closed to the public and confidential, and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The award of the arbitrator will be in writing and will include a statement setting forth the reasons for the disposition of any claim. The arbitrator shall apply the laws of the Commonwealth of Virginia without regard to its conflicts of laws principles in conducting the arbitration. You acknowledge that these terms and your use of the Service evidence a transaction involving interstate commerce. The United States Federal Arbitration Act ("FAA") will govern the interpretation, enforcement, and proceedings pursuant to this Section 10. Any award rendered shall be final, subject to appeal under the FAA.

11.12. The abovestated provisions of this Section 10 shall not apply to any claim in which either party seeks equitable relief to protect such party's copyrights, trademarks, patents, or other intellectual property. For the avoidance of doubt, you agree that in the event the Company or a third party breaches these Terms, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against us, and your only remedy will be for monetary damages, subject to the limitations of liability set forth in these Terms.

11.13. You and we agree that notwithstanding any other rights a party may have at law or in equity, any claim arising out of or related to these Terms (including the Privacy Policy) or the Service, excluding a claim for indemnification, must be initiated with the AAA or filed in small claims court in Alexandria, Virginia within one (1) year after the claim accrues. Otherwise, such cause of action is permanently and forever barred. This one (1) year period includes the thirty (30) day pre-dispute procedure set forth in sub-clause 10.5 above.

11.14. All claims you bring against the Company must be resolved in accordance with this Section. All claims filed or brought contrary to this Section shall be considered improperly filed. Should you file a claim contrary to this Section, the Company may recover attorneys' fees and reimbursement of its costs provided that the Company has notified you in writing of the improperly filed claim, and you fail to promptly withdraw such claim.

11.15. In the event that we make any material change to this arbitration provision (other than a change to our Arbitration Notice Address), you may reject any such change by sending us written notice to our Arbitration Notice Address within thirty (30) days of the change, in which case your license to use the Service will terminate immediately, and this Section 10, as in effect immediately prior to the amendments you reject, will survive the termination of these Terms.

11.16. If only clause 10.9 paragraph above or the entirety of this Section 10 is found to be unenforceable, then the entirety of this Section 10 will be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 11 will govern any action arising out of or related to this Agreement.

11.17. YOU UNDERSTAND THAT YOU WOULD HAVE HAD A RIGHT TO LITIGATE THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE YOUR CASE, AND TO BE PARTY TO A CLASS OR REPRESENTATIVE ACTION. HOWEVER, YOU UNDERSTAND AND AGREE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY AND ONLY THROUGH BINDING, FINAL, AND CONFIDENTIAL ARBITRATION.

11.18. YOU HAVE THE RIGHT TO OPT-OUT OF THIS ARBITRATION PROVISION WITHIN THIRTY (30) DAYS FROM THE DATE THAT YOU FIRST USE, OR ATTEMPT TO USE, THE SERVICE BY WRITING TO INFO@CHECKIFY.PRO OR TO THE ARBITRATION NOTICE ADDRESS. FOR YOUR OPT-OUT TO BE EFFECTIVE, YOU MUST SUBMIT A SIGNED WRITTEN NOTICE OPTING OUT AND CONTAINING ENOUGH DETAILS ABOUT YOU FOR US TO BE ABLE TO IDENTIFY YOU WITHIN THIRTY (30) DAYS. IF MORE THAN THIRTY (30) DAYS HAVE PASSED, YOU ARE NOT ELIGIBLE TO OPT OUT OF THIS PROVISION AND YOU MUST PURSUE YOUR CLAIM THROUGH BINDING ARBITRATION AS SET FORTH IN THIS AGREEMENT.

12. GOVERNING LAW

12.1. The laws of Cyprus, excluding its conflicts of law principles, govern these Terms and your use of the Service.

12.2. To the extent that any action relating to any dispute hereunder is permitted to be brought in a court of law, such action will be subject to the exclusive jurisdiction of:

12.2.1. the state and federal courts in the City of Alexandria, Virginia – if you are a resident of the United States; or

12.2.2. the courts of Cyprus – if you are not a resident of the United States;

and you hereby irrevocably submit to personal jurisdiction and venue in such courts, and waive any defense of improper venue or inconvenient forum.

13. CORRECTIONS

There may be information at the Service 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 at the Service at any time, without prior notice.

14. DISCLAIMERS

14.1. ANY PRODUCT OR SERVICE OBTAINED THROUGH THE SERVICE IS PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. YOU AGREE THAT YOUR USE OF THE SERVICE WILL BE AT YOUR SOLE RISK. WE DO NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE EFFECTIVE, RELIABLE OR ACCURATE OR WILL MEET YOUR REQUIREMENTS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

14.2. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE GOODS' DESCRIPTION OR THE CONTENT OF ANY WEBSITES LINKED TO THE SERVICE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF SECURE SERVERS WE USE AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE.

14.3. WAIVER OF CONSEQUENTIAL DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE, OR DATA) OR FOR THE COST OF OBTAINING SUBSTITUTE PRODUCTS OR SERVICE ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SERVICES, THE SERVICE, HOWEVER CAUSED, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT, STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15. LIMITATION OF LIABILITIES

15.1. IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, CONTRACTORS, AFFILIATES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF BUSINESS REPUTATION OR GOODWILL OR OTHER DAMAGES ARISING FROM YOUR USE OR INABILITY TO USE OF THE SERVICE; THE SERVICE GENERALLY OR THE SOFTWARE OR SYSTEMS THAT MAKE THE SERVICE AVAILABLE; OR ANY OTHER INTERACTIONS WITH USE OR WITH ANY OTHER USER OF THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY ARISING FROM OR IN CONNECTION WITH THESE TERMS FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING OR $100. IN ANY CASE WE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY SORT, IF SUCH DAMAGES RESULT FROM ACTIONS OR OMISSIONS OF THIRD PARTIES, WHICH ARE NOT UNDER THE CONTROL THE COMPANY, INCLUDING THE E-COMMERCE PLATFORM, PAYMENT SERVICE PROVIDERS, THEIR EMPLOYEES, AGENTS, AFFILIATES, ETC.

15.3. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

15.4. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

16. INDEMNIFICATION

16.1. You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, contractors and employees, from and against any liability, claim, or demand, expenses, damage and loss (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with: (1) use of the Service; (2) breach of these Terms; (3) any breach of your representations and warranties set forth in these Terms; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; (5) violation of consumer rights or any other rights that may be granted to the Buyer by the applicable law, breach of contract between Buyer and the Customer, failure to deliver the purchased products or services to the Buyer, conformity of the Customer's goods or services, the accuracy of descriptions, products warranties or images made, sold, rendered, provided or used by the Customer; (6) the enforcement of these Terms; (7) any claim of any e-commerce platforms or any third parties made against us for actual or alleged infringement of the e-commerce platform's or any third party's terms, policies, rights, as well as intellectual property rights arising out of or in connection with our use of the Credentials and the API.

16.2. If you have a dispute with one or more Buyers, including those connected with use of the Service, you release us (and our officers, directors, agents, partners, contractors and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

16.3. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

16.4. This indemnification obligation will survive these Terms and your use of the Service.

17. MISCELLANEOUS

17.1. These Terms and any policies or operating rules posted by us at the Service constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. These Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control.

17.2. If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment, or agency relationship created between you and us as a result of these Terms or use of the Service.

17.3. We may transfer or assign any and all of its rights and obligations under these Terms to any other person, by any way, including by novation, and by accepting these Terms you give us consent to any such assignment and transfer. You confirm that placing on the Service of a version of these Terms indicating another person as a party to the Terms shall constitute valid notice to you of the transfer of our rights and obligations under the Terms (unless otherwise is expressly indicated).

17.4. You agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.

17.5. Electronic Communications. When you use the Service or send e-mails, text messages, and other communications from your desktop or mobile device to us, you may be communicating with us electronically. You consent to receive communications from us electronically, such as e-mails, texts, mobile push notifications, or notices and messages on the Service, and you can retain copies of these communications for your records. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

18. CONTACT DETAILS

Spotikel Limited
Florinis, 7, Greg Tower, 2nd floor, 1065, Nicosia, Cyprus

Contact email: info@checkify.pro

Last updated: 10.12.2022