SAFELET BRACELETS ARE ONLY TO BE USED AS A BACKUP SAFETY MEASURE IN THE EVENT YOU CANNOT REACH A TELEPHONE TO CONTACT EMERGENCY SERVICES.
SECTION I: DEFINITIONS, AGREEMENT TO BE BOUND
SECTION II: GENERAL PROVISIONS
SECTION III: ACCOUNTS
SECTION IV: PRICING AND PAYMENT
SECTION V: INTELLECTUAL PROPERTY
SECTION VI: THIRD-PARTY ADVERTISEMENTS, PROMOTIONS, AND LINKS
SECTION VII: DISCLAIMERS; LIMITATIONS OF LIABILITY; INDEMNIFICATION
SECTION VIII: GOVERNING LAW; ARBITRATION
SECTION IX: MISCELLANEOUS
SECTION I: DEFINITIONS, AGREEMENT TO BE BOUND
References to “Dispute” means any claim, conflict, controversy, disagreement between the Parties arising out of, or related in any way to, these Terms (or any Terms, supplement or amendment contemplated by these Terms,) including, without limitation, any action in tort, contract or otherwise, at equity or at law, or any alleged breach, including, without limitation, any matter with respect to the meaning, effect, validity, performance, termination, interpretation or enforcement of these Terms or any Terms contemplated by the Terms.
References to “Material Breach” mean any breach of these Terms upon the occurrence of which a reasonable person in the position of the non-breaching Party would wish to immediately terminate these Terms because of that breach.
References to the “Software” shall mean any and all software designed, developed, distributed, and/or otherwise made available by Safelet, including but not limited to the Guardian and first-responder notification mobile software application as well as a built-in microphone telecom software for users of the Safelet bracelets.
References to “Products” shall mean any and all products offered by us, including but not limited to the Safelet bracelets.
References to “us,” “we,” and/or “our” mean Safelet BV.
References to the “Web site” mean the Web site bearing the URL www.safelet.com.
References to “you,” and/or “User,” mean the User of the Web site, Software and/or Products.
1.2. Agreement to be Bound
SECTION II: GENERAL PROVISIONS
2.1. About Us
At Safelet we are the designer, developer and distributor of the Safelet bracelets, personal safety devices that act as a back-up notification system to persons whom the bracelet user has identified as emergency contacts, (“Guardians,”) and/or first responders, when appropriate and available, in the event a wearer cannot access his or her telephone. As part of the Safelet bracelets we have designed, developed and distribute a mobile application of the same name that works via a Bluetooth connection to the Safelet bracelets and provides such notification services as well as a built in microphone telecom application for users of the Safelet bracelets.
2.2. Accuracy, Completeness and Timeliness of Information
We are not responsible if information made available via the Web site, Software and/or Products is not accurate, complete or current. You acknowledge further that any reliance on the Web site, Software and/or Products is at your own risk.
2.3. Errors in the Web site, Products and/or the Software
We do not warrant that any errors in the Web site, Software and/or Products will be corrected.
2.5. Modifications and Changes to the Web site, Software and/or Products
We may modify, add to, suspend, or delete any aspect of the Web site, Software and/or Products and related services offered by us, in whole or in part, at our sole discretion at any time, with such modifications, additions or deletions being immediately effective. Such modifications, additions or deletions may include but are not limited to content offered, hours of availability, and equipment needed for access or use.
2.6. Access to Web site, Software and/or Products
Though we try to make the Web site, Software and Product-related services available twenty-four (24) hours a day, seven (7) days a week, except for planned down-time for maintenance, we do not warrant that the Web site, Software and/or Product-related services will be at all times available.
We do not warrant that your computer, tablet, and/or smartphone will be able to access and/or support the Web site, Software and/or Products.
2.7. Right of Refusal, Limitation, Discontinuation; and Termination
We reserve the right to refuse to provide access to the Web site and Software for any reason at any time at our sole discretion. We may, in our sole discretion, limit or cancel a User Account for any reason whatsoever. In the event that we make a change to or cancel an Account, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time your Account was created; however, the failure to do so shall not result in any liability, including liability for lost data deleted as a result of the Account termination. We may, in our sole discretion, limit or discontinue any Products offered by us, for any reason whatsoever.
2.8. Prohibited Uses of Web site, Software and/or Products
You agree and acknowledge that you shall not use the Web site, Software and/or Products: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, governmental, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Web site, Software and/or Products; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; (k) to interfere with or circumvent the security features of the Web site, Software and/or Products; or (l) to make prank, false or fraudulent calls to Guardians and first responders. We reserve the right to terminate your use of the Web site and/or Software for violating any of the prohibited uses or for any other reason at its sole and exclusive decision.
2.9. Accuracy, Completeness and Timeliness of Information.
We are not responsible if information made available via the Web site, Software and/or Products is not accurate, complete or current. You acknowledge that the Web site and the Software are provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information.
2.10. Testing of the Products
The parties hereto agree that purchased Products shall in the exclusive possession and control of the end-User and that it is such User’s sole and exclusive responsibility to test the operation of the Product and Software and to customer service as set forth in Section 9.1, infra, if the Product and/or Software are in need of repair or otherwise misfunctioning. It is the responsibility of the User to periodically check that the Product battery is fully functioning and charged, and, if necessary, replace the same, as well as ensuring the device on which the User operates the Software is fully charged and within Bluetooth range for proper functioning of the Product and Software.
2.11. Self-Protection; User Duties.
The Products and Software are intended for User protection; however, they do not and cannot ensure safety. Serious bodily injury, property damage, and/or death may still occur while using the Products and Software. You are encouraged to and agree whenever practical to use all other safety and medical devices and techniques available to you for your safety and protection.
2.12. Notification of First Responders
You are advised that certain jurisdictions may have in existence requirements that when an alarm monitoring service reports a medical alarm to a responding agency, that it must also report such alarm to an entity available twenty-four (24) hours each day which is contractually obligated to respond to the emergency within one (1) hour or within another designated time, for example, a first responder or other emergency services.
2.13. Allergic Reaction
Though rare, some Users may experience an allergic reaction to a Product. If such a reaction occurs immediately discontinue use and contact your medical provider.
2.14. Class 8 Digital Devices
The Products have been tested and found to comply with the limits for a Class 8 digital device, pursuant to part 15 of the U.S. Federal Commercial Code rules. These limits are designed to provide reasonable protection against harmful interference in a residential installation. The Products generate, use and can radiate radio frequency energy and, if not installed and used in accordance with the instructions, may cause harmful interference to radio communications. However, there is no guarantee that interference will not occur in a particular installation. If the Products do cause harmful interference to radio or television reception which can be determined by turning the equipment off and on, the user is encouraged to try to correct the interference by one or more the following measures: Reorient or relocate the receiving antenna; Increase the separation between the equipment and the receiver; Connect the equipment into an outlet on a circuit different from that to which the receiver is connected. Consult the dealer or an experienced radio/TV technician for help.
SECTION III: ACCOUNTS
3.1. Online Accounts
3.2. Multiple Accounts Prohibited
You agree you shall not have no more than one (1) Account and shall not sell, trade or transfer that account to any other person or entity without our prior, written consent.
3.3. Account Guidelines
The Web site, Software and/or Products may contain the ability to communicate with other Users and Guardians and/or first responders, as appropriate, through one or more platforms, comments sections, discussion forums, Web sites, software, landing pages, social media outlets and/or other interactive features, (“Interactive Areas,”) in which Users and Third Parties may communicate. By participating in Interactive Areas, you agree and acknowledge that you:
Shall not upload, distribute or otherwise publish to the Web site, Software and/or Products any libelous, defamatory, obscene, pornographic, abusive, or otherwise illegal material; and
Shall not threaten or verbally abuse other Users, use defamatory language, or deliberately disrupt discussions with repetitive messages, meaningless messages or “spam”; and
Shall not to use language that abuses or discriminates on the basis of race, religion, nationality, gender, sexual preference, age, region, disability, etc. Hate speech of any kind is grounds for immediate and permanent suspension of access to all or part of the Interactive Areas and use of the Web site, Software and/or Products; and
Shall not use the Interactive Areas to distribute or otherwise publish any material containing any solicitation of funds, advertising or solicitation for goods or services; and
Shall not upload, post or otherwise transmit any content that violates any law or engage in activity that would constitute a criminal offense or give rise to a civil liability; and
Shall not post unauthorized commercial communications (such as spam); and
Shall not upload, post or otherwise transmit any content that advocates or provides instruction on illegal activity or discuss illegal activities with the intent to commit them; and
Shall not upload, post or otherwise transmit content that does not generally pertain to the designated topic or theme of any Interactive Area; and
Shall not impersonate any person or entity, including, but not limited to, any of our employees, or falsely state or otherwise misrepresent your affiliation with any person or entity; and
Shall not interfere with any other User’s right to privacy, including by harvesting or collecting personally-identifiable information about other Users of our Interactive Areas or posting private information about a Third Party; and
Shall not engage in unlawful multi-level marketing, such as a pyramid scheme; and
Shall not upload, post or otherwise transmit any content, software or other materials which contain a virus or other harmful or disruptive component; and
Shall not interfere with or disrupt the Web site, Software and/or Products or the servers or networks connected to the Web site, Software and/or Products, or disobey any requirements, procedures, policies or regulations of networks connected to the Web site, Products and/or the Software and/or the Interactive Areas; and
Users agree further and acknowledge that any profile they create may be edited, removed, modified, published, transmitted, and displayed by us, and they waive any rights they may have in having the material altered or changed in a manner not agreeable to them.
3.4. Rights in Submissions
Should you submit, display, publish or otherwise post any content to an Interactive Area, (hereinafter “Submissions,”) you agree to grant to us and our partners and affiliates a limited, non-exclusive, sub-licensable, worldwide, fully-paid, royalty free license to use, modify, publicly perform, publicly display, reproduce, and distribute such Submissions in any and all media now known or hereinafter developed for hosting, indexing, caching, distributing, tagging, marketing, and for all other lawful purposes without the requirement to make payment to or seek permission from you or to any Third Party.
You represent and warrant that you own or have a valid license to use any and all Submissions and otherwise have the right to grant the license set forth herein, and the displaying, publishing or posting of any Submissions does not and will not violate the privacy rights, publicity rights, copyrights, trademark rights, patents, contract rights or any other intellectual property rights or other rights of any person or entity.
3.5. Right to Monitor
We shall have the right to monitor your Account in our sole and exclusive discretion.
SECTION IV: PRICING AND PAYMENT
4.1. Purchase of Products
Use of the Web site and Software is free; however, Products carried thereon may be offered for sale at the prices published on the Web site and subject to change from time-to-time in our sole and exclusive discretion. The prices and the terms of payment for such Products are displayed at all times on the Web site, including at the point of purchase. The prices quoted on the Web site for the Products do not include shipping and handling, unless indicated otherwise, or sales taxes, if applicable, which will be added to the final purchase price after the purchaser enters his or her details. Purchasers are responsible for the payment of any shipping and handling charges, unless indicated otherwise, as well as local VAT and/or other taxes that may apply to an order. All Products shall be delivered pursuant to the timetable of the carrier and shipping method you choose upon checkout but no later than ninety (90) calendar days from the date of purchase.
Purchases for such Products may be made using a variety of payment methods as set out at the time of checkout and shall be processed immediately.
4.2. Withdraw and Refund
If you are dissatisfied with any purchase made via our Web site for any reason whatsoever the purchase may be returned to us within fourteen (14) calendar days of receipt thereof for a full return of the purchase price and all original shipping costs though you will remain liable for return shipping costs. All returns will be accepted and a refund granted so long as the product is returned with all additional components and accessories. Please note that once received refunds may take up to thirty (30) days to process. In the event a customer should not receive a refund as anticipated he or she should first contact the appropriate financial institution to which the refund is expected to post. If, after speaking with the financial institution he or she continues to experience problems with an anticipated refund, please contact us. Should you wish to withdraw and return for a full refund any order you may do so by contacting us at firstname.lastname@example.org with “Refund Order” in the subject line, and a brief message detailing the order you wish to return for a refund.
Orders may be canceled with a full refund within twenty-four (24) hours of purchase. Should you wish to cancel any order you may do so by contacting us at email@example.com with “Cancel Order” in the subject line, and a brief message detailing the order you wish to cancel.
Should a purchaser of a Product wish to exchange an order, he or she should notify us within fourteen (14) days of receipt thereof. Exchanges will only be accepted for defective or damaged, unused and unopened Products. We only replace items if they are defective or damaged upon receiving the Products. If an exchange is approved, the exchange may take up to fourteen (14) days to process after our receipt of the Products to be exchanged. You shall be responsible for the reshipment of exchanged Products from us to the User. You acknowledge that you will be solely responsible for paying for your own shipping costs for any and all returns, excepting exchanges for defective products, regardless of the reason therefore. No refunds or credits shall be granted therefore. All returns and/or exchanges should be sent to our headquarters as set forth herein. Should you choose to use your own shipping company for any exchange and/or return, we do not guarantee receipt of a returned item and encourage you to use a shipment tracking service. Should you wish to exchange any order you may do so by contacting us at firstname.lastname@example.org with “Exchange Order” in the subject line, and a brief message detailing the order you wish to exchange.
4.5. Gift Policy
In the event that you receive a Safelet Product as a gift and wish to return it please know that you will not be eligible for a cash refund and will receive store credit only. In the instance of gifts, you may return the gift within fourteen (14) calendar days for receipt of the purchase price of the Product in the form of store credit, valid for twelve (12) months from the date of return. You acknowledge that you will be solely responsible for paying for your own shipping costs for any and all gift returns, excepting exchanges for defective products, regardless of the reason therefore. No refunds or credits shall be granted therefore. All gift returns should be sent to our headquarters as set forth herein. Should you choose to use your own shipping company for any gift return, we do not guarantee receipt of a returned item and encourage you to use a shipment tracking service. Should you wish to return any gift order you may do so by contacting us at email@example.com with “Gift Return” in the subject line, and a brief message detailing the order you wish to return.
4.6. Right of Refusal, Limitation, Change and Discontinuation
We reserve the right to refuse to provide any access to the Web site, Software and/or Products to anyone for any reason at any time at our sole discretion without recourse to you. We may, in our sole discretion, limit or cancel quantities purchased per person, per entity, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made.
We reserve the right to limit the available quantities of materials and/or products designed, sold, distributed and/or otherwise made available by us for any reason at any time in our sole and exclusive discretion.
We reserve the right to discontinue the sale and/or provision of any and all Products and Software designed, sold, distributed and/or otherwise made available by us for any reason at any time in our sole and exclusive discretion.
Any offer for the sale of any and all Products designed, sold, distributed and/or otherwise made available by us is void where prohibited.
SECTION V: INTELLECTUAL PROPERTY
5.1. Intellectual Property Rights Not Waived
Furthermore, all material (“Materials”) displayed or transmitted via the Web site, Software and/or Products, including but not limited to text, photographs, images, illustrations, video clips, audio clips, and graphics are owned by us and are protected by Dutch and international copyright, trademarks, service marks, and other proprietary rights, laws and treaties.
Except as provided, you may not copy, reproduce, publish, transmit, transfer, sell, rent, modify, create derivative works from, distribute, repost, perform, display, or in any way commercially exploit the Materials carried on the Web site, Software and/or Products, nor may you infringe upon any of the copyrights or other intellectual property rights contained in the Materials. You may not remove or alter, nor cause to be removed or altered, any copyright, trademark, or other proprietary notices or visual marks and logos from the Materials.
You may make a single print copy of any Materials provided by us via the Web site, Software and/or Products for personal, non-commercial use only, provide that you do not remove nor cause to be removed any copyright, trademarks, or other proprietary notices or visual marks or logos from the Material. You may not archive or retain any of the Materials accessed via the Web site, Software and/or Products without our express written permission. All requests for archiving, republication or retention of any part of the Materials must be in writing to us and must clearly state the purpose and manner in which the Material will be used. Requests for permission to archive, retain, or republish any part of the Materials may be submitted to firstname.lastname@example.org.
In addition to Submissions you may have the opportunity to provide reviews, suggestions, ideas, and feedback, (collectively, “Feedback.”) Should you so provide such Feedback you grant us sole ownership of the same, which includes without limitation the right for us or any Third Party we designate, to use, copy, transmit, excerpt, publish, distribute, publicly display, publicly perform, create derivative works of, host, index, cache, tag, encode, modify and adapt (including without limitation the right to adapt to streaming, downloading, broadcast, mobile, digital, thumbnail, scanning or other technologies) in any form or media now known or hereinafter developed. All such Feedback shall be treated as non-confidential.
If it is determined that you retain moral rights (including rights of attribution or integrity) in the content submitted by you, you hereby declare that (a) you do not require that any personally-identifying information be used in connection with the content, or any derivative works of or upgrades or updates thereto; (b) you have no objection to the publication, use, modification, deletion and exploitation of the content by us or our licensees, successors and assigns; (c) you forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of the content; and (d) you forever release us, and our licensees, successors and assigns, from any claims that you could otherwise assert against us by virtue of any such moral rights. You also permit any other User to access, view, store or reproduce the content for that User’s personal use.
Notwithstanding the foregoing, you acknowledge that your Feedback may contain concepts, ideas, materials, proposals, suggestions and the like relating to Safelet or its initiatives, (your “Ideas.”) With respect to your Ideas you acknowledge that: (a) we receive numerous submissions from many parties and/or may have independently developed and/or considered ideas similar to your Ideas, and that our review of your Ideas is not an admission of novelty, priority or originality; and (b) our use of any ideas similar to your Ideas, whether based on your Feedback or Submissions, provided to us by Third Parties, or independently developed or considered by us, shall be without obligation to you.
SECTION VI: THIRD-PARTY ADVERTISEMENTS, PROMOTIONS, AND LINKS
6.1. Third Party Advertisements and Promotions
We may, from time to time, run advertisements and promotions from Third Parties on the Web site and/or the Software. Your dealings or correspondence with, or participation in promotions of, advertisers other than us, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such Third Party. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of Third-Party advertisers on the Web site and/or the Software.
6.2. Use of Third-Party Tools
We may provide you with access to Third-Party tools over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional Third-Party tools.
Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant Third-Party provider(s).
6.3. Third-Party Links
Certain content, products and services available via our Web site, Software and/or Products may include materials from Third-Parties.
Third-Party links on the Web site and/or the Software may direct you to Third-Party Web sites and/or services 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 services, or for any other materials, products, or services of Third-Parties.
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 with whom you connect via the services. 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.
SECTION VII: DISCLAIMERS; LIMITATIONS OF LIABILITY; INDEMNIFICATION
7.1. Disclaimer of Warranty; Limitation of Liability
(A) YOU AGREE THAT USE OF THE WEB SITE, SOFTWARE AND/OR PRODUCTS IS AT YOUR SOLE RISK. NEITHER US nor our AFFILIATES NOR ANY RESPECTIVE EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT THE use of the WEB SITE, SOFTWARE AND/OR PRODUCTS SHALL BE UNINTERRUPTED OR ERROR FREE; NOR DO we MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WEB SITE, SOFTWARE AND/OR PRODUCTS OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION PROVIDED.
(C) ALTHOUGH ALL INFORMATION AND MATERIALS CARRIED ON AND TRANSMITTED VIA THE WEB SITE, SOFTWARE AND/OR PRODUCTS ARE BELIEVED TO BE RELIABLE, WE MAKE NO REPRESENTATIONS, NEITHER EXPRESSLY NOR IMPLIEDLY, AS TO THE ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY OF THE WEB SITE, SOFTWARE AND/OR PRODUCTS.
(D) IN NO EVENT SHALL WE, OUR EMPLOYEES, SUBSIDIARIES, PARENTS, AGENTS, PARTNERS, THIRD-PARTY CONTENT PROVIDERS, VENDORS, AND/OR OUR OR THEIR RESPECTIVE DIRECTORS, OFFICERS, AND MEMBERS, BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, BUSINESS INTERRUPTION, REPUTATIONAL HARM, LOSS OF INFORMATION OR DATA, PERSONAL INJURY, allergic reactions, DEATH, pain and suffering, emotional distress, PROPERTY DAMAGE, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE WEB SITE, SOFTWARE AND/OR PRODUCTS.
(E) WE DISCLAIM ANY AND ALL LIABILITY OF ANY KIND FOR ANY UNAUTHORIZED ACCESS TO OR USE OF YOUR PERSONALLY-IDENTIFIABLE INFORMATION. BY utilizing THE WEB SITE, SOFTWARE AND/OR PRODUCTS YOU ACKNOWLEDGE AND AGREs TO OUR DISCLAIMER OF ANY SUCH LIABILITY. IF YOU DO NOT AGREE, YOU SHOULD NOT ACCESS OR OTHERWISE Utilize THE WEB SITE.
(F) YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE WEB SITE, SOFTWARE AND/OR PRODUCTS OR ANY OTHER GRIEVANCE, SHALL BE YOUR DISCONTINUATION OF ACCESS TO OR UtilizATION OF WEB SITE, SOFTWARE AND/OR PRODUCTS.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS.
The above limitations shall survive these Terms and inure to the benefit of us and our affiliates and respective directors, officers, employees and agents.
You agree to defend, indemnify and hold us harmless, as well as our affiliates and vendors and respective directors, officers, Users and agents, from and against all claims, SUITS, and expenses, including attorneys’ fees, arising out of OR RELATED TO (a) YOUR USE OF THE WEB SITE, SOFTWARE AND/OR PRODUCTS; (B) your noncompliance with or breach of this Agreement; (C) your use of third-Party SERVICES, products, links, advertisements, and/or tools; (D) YOUR VIOLATIONS OF ANY THIRD-PARTY RIGHTS, INCLUDING THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS; or (E) the unauthorized use of the WEB SITE, SOFTWARE AND/OR PRODUCTS by any other person using your information.
SECTION VIII: GOVERNING LAW; ARBITRATION
8.1. Governing Law
These Terms shall be governed and construed in accordance with the laws of the Netherlands without regard to its conflicts of law provisions. You agree to submit to the personal jurisdiction of the courts located in the Netherlands and any cause of action that relates to or arises from these Terms and/or the Web site, Products and/or the Software must be filed therein unless subject to the binding arbitration provisions of Section 8.2, infra.
8.2. Meditation; Arbitration
The Parties agree to first mediate before Stichting WebwinkelKeur Foundation and then arbitrate that any dispute concerning, relating, or referring to these Terms and/or the Web site, Products and/or the Software shall be resolved exclusively by binding arbitration in accordance with the substantive laws of the Netherlands and pursuant to the rules of the Stichting GeschilOnline Foundation. The arbitrator and not any federal, state, or local court or agency shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, conscionability, or formation of this contract, including but not limited to any claim that all or any part of this contract is void or voidable. Nothing herein prevents either Party from seeking any interim injunction it deems necessary in order to preserve the status quo prior to the resolution of any dispute, in any jurisdiction.
8.3. Attorneys’Fees and Costs
In case suit, arbitration, or other legal action is instituted to interpret or enforce any of the provisions of these Terms, the prevailing Party therein shall be awarded all reasonable and necessary fees for investigations, depositions, as well as fees for accountants and witnesses (expert or otherwise) reasonably incurred by that Party in connection with such suit or action, plus such sums as may be adjudged reasonable for that Party’s attorney fees incurred prior to and throughout such suit or action, including all hearings, trials, and appeals.
SECTION IX: MISCELLANEOUS
9.1. Customer Service
Should you have any questions, comments or concerns regarding the Web site, Products and/or the Software customer service may be contacted at any time via email@example.com or between 9 a.m and 5 p.m, Monday through Friday, at 03 348 7979. We strive to return all customer service inquires within forty-eight (48) hours.
9.2. Affiliate Disclosure
We may have a commercial relationship with Third-Parties and affiliates to whose products and/or services we link and promote through the Web site, Products and/or the Software. Because of this relationship we may earn a commission on products purchased by a user from a Third-Party affiliate.
9.3. Server Location; International Transfer
Each Party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such Party and enforceable in accordance with its Terms.
Any waiver of a right under these Terms shall only be effective if agreed or declared in writing. A delay in exercising a right or the non-exercise of a right shall not be deemed a waiver and shall not prevent a Party from exercising that right in the future. The rights and remedies herein provided are cumulative and not exclusive of any rights and remedies provided by law.
9.6. Force Majeure
We shall not be bound to meet any obligation if prevented from doing so as a consequence of acts of god or force majeure, including but not limited to measures taken or imposed by any government or public authority or in case of any other event beyond the control of us including but not limited to natural disasters (such as storm, hurricane, fire, flood, earthquake), war, civil unrest, terrorist activities, states of emergency, government sanctions, embargos, nationalizations, strikes and breakdowns of public utilities (such as of electricity or telecommunication services). We shall use all reasonable efforts to notify you of the circumstances causing the delay and to resume performance as soon as possible, both without undue delay.
We shall have the right to assign and/or transfer these Terms and our rights and obligations hereunder to any Third Party after notifying you as provided for herein. You agree and acknowledge that you shall not assign or transfer its rights or sub-contract or delegate the performance of any of its obligations under these Terms without our prior written consent in our sole and exclusive discretion.
9.8. Rights of Third Parties
These Terms do not give any right to any Third Party except that any provision in these Terms.
9.9. Relationship of the Parties
The Parties are independent contractors under these Terms, and nothing herein shall be construed to create a partnership, joint venture or agency relationship between them. Neither Party has authority to enter into Terms of any kind in the name of the other Party.
If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
9.11. Updates & Effective Date