TERMS OF USE

Last updated __________

AGREEMENT TO OUR LEGAL TERMS

We are __________ ("Company," "we,""us," "our").

We operate , as well as any other related products and services that refer or link to these legal terms(the "Legal Terms") (collectively, the "Services").

You can contact us by emailat __________ or by mailto __________, __________, __________.

These Legal Terms constitute a legallybinding agreement made between you, whether personally or on behalf of anentity ("you"), and __________, concerning your access toand use of the Services. You agree that by accessing the Services, you haveread, understood, and agreed to be bound by all of these Legal Terms. IF YOU DONOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROMUSING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions ordocuments that may be posted on the Services from time to time are herebyexpressly incorporated herein by reference. We reserve the right, in our solediscretion, to make changes or modifications to these Legal Terms at anytime and for any reason. We will alert you about any changes by updatingthe "Last updated" date of these Legal Terms, and you waiveany right to receive specific notice of each such change. It is yourresponsibility to periodically review these Legal Terms to stay informed ofupdates. You will be subject to, and will be deemed to have been made aware ofand to have accepted, the changes in any revised Legal Terms by your continueduse of the Services after the date such revised Legal Terms are posted.

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

TABLE OF CONTENTS

1.OUR SERVICES

2.INTELLECTUAL PROPERTY RIGHTS

3.USER REPRESENTATIONS

4.PROHIBITED ACTIVITIES

5.USER GENERATED CONTRIBUTIONS

6.CONTRIBUTION LICENSE

7.SERVICES MANAGEMENT

8.TERM AND TERMINATION

9.MODIFICATIONS AND INTERRUPTIONS

10.GOVERNING LAW

11.DISPUTE RESOLUTION

12.CORRECTIONS

13.DISCLAIMER

14.LIMITATIONS OF LIABILITY

15.INDEMNIFICATION

16.USER DATA

17.ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

18.MISCELLANEOUS

19.CONTACT US

1. OUR SERVICES

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

2. INTELLECTUAL PROPERTY RIGHTS

Our intellectual property

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

Our Content and Marks are protected bycopyright and trademark laws (and various other intellectual property rightsand unfair competition laws) and treaties around the world.

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

Your use of our Services

Subject to your compliance with these LegalTerms, including the "PROHIBITEDACTIVITIES" section below, we grant you a non-exclusive,non-transferable, revocable license to:

access the Services; and
download or print a copy of any portion of the Content to which you have properly gained access,

solely for your personal,non-commercial use or internal business purpose.

Except as set out in this section orelsewhere in our Legal Terms, no part of the Services and no Content or Marksmay be copied, reproduced, aggregated, republished, uploaded, posted, publiclydisplayed, encoded, translated, transmitted, distributed, sold, licensed, orotherwise exploited for any commercial purpose whatsoever, without our expressprior written permission.

If you wish to make any use of theServices, Content, or Marks other than as set out in this section or elsewherein our Legal Terms, please address your request to: __________. If we evergrant you the permission to post, reproduce, or publicly display any part ofour Services or Content, you must identify us as the owners or licensors of theServices, Content, or Marks and ensure that any copyright or proprietary noticeappears or is visible on posting, reproducing, or displaying our Content.

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

Any breach of these Intellectual PropertyRights will constitute a material breach of our Legal Terms and your right touse our Services will terminate immediately.

Your submissions

Please review this section andthe "PROHIBITEDACTIVITIES" section carefully prior to using our Services tounderstand the (a) rights you give us and (b) obligations you have when youpost or upload any content through the Services.

Submissions: Bydirectly sending us any question, comment, suggestion, idea, feedback, or otherinformation about the Services ("Submissions"), you agree to assignto us all intellectual property rights in such Submission. You agree that weshall own this Submission and be entitled to its unrestricted use anddissemination for any lawful purpose, commercial or otherwise, withoutacknowledgment or compensation to you.

You are responsible for what you post orupload: By sending us Submissions throughany part of the Services you:

confirm that you have read and agree with our "PROHIBITED ACTIVITIES" and will not post, send, publish, upload, or transmit through the Services any Submission that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading;
to the extent permissible by applicable law, waive any and all moral rights to any such Submission;
warrant that any such Submission are original to you or that you have the necessary rights and licenses to submit such Submissions and that you have full authority to grant us the above-mentioned rights in relation to your Submissions; and
warrant and represent that your Submissions do not constitute confidential information.

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

3. USERREPRESENTATIONS

By using the Services, you represent andwarrant that: (1) you have the legal capacity and you agree to comply withthese Legal Terms; (2) you are not a minor in the jurisdiction in whichyou reside; (3) you will not access the Services through automated or non-humanmeans, whether through a bot, script or otherwise; (4) you will not use theServices for any illegal or unauthorized purpose; and (5) your use ofthe Services will not violate any applicable law or regulation.

If you provide any information that isuntrue, inaccurate, not current, or incomplete, we have the right to suspend orterminate your account and refuse any and all current or future use of theServices (or any portion thereof).

4. PROHIBITED ACTIVITIES

You may not access or use the Services forany purpose other than that for which we make the Services available. TheServices may not be used in connection with anycommercial endeavors except those that are specifically endorsed orapproved by us.

As a user of the Services, you agree notto:

Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.
Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
Use any information obtained from the Services in order to harass, abuse, or harm another person.
Make improper use of our support services or submit false reports of abuse or misconduct.
Use the Services in a manner inconsistent with any applicable laws or regulations.
Engage in unauthorized framing of or linking to the Services.
Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
Delete the copyright or other proprietary rights notice from any Content.
Attempt to impersonate another user or person or use the username of another user.
Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ("gifs"), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as "spyware" or "passive collection mechanisms" or "pcms").
Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
Copy or adapt the Services' software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any unauthorized script or other software.
Use a buying agent or purchasing agent to make purchases on the Services.
Make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
Use the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any revenue-generating endeavor or commercial enterprise.

5. USER GENERATED CONTRIBUTIONS

The Services does not offer users to submitor post content. We may provide you with the opportunity to create,submit, post, display, transmit, perform, publish, distribute, or broadcastcontent and materials to us or on the Services, including but not limited totext, writings, video, audio, photographs, graphics, comments, suggestions, orpersonal information or other material(collectively, "Contributions"). Contributions may be viewableby other users of the Services and through third-party websites. When youcreate or make available any Contributions, you thereby represent and warrantthat:

6. CONTRIBUTION LICENSE

You and Services agree that we may access,store, process, and use any information and personal data that youprovide and your choices (including settings).

By submitting suggestions or other feedbackregarding the Services, you agree that we can use and share such feedback forany purpose without compensation to you.

We do not assert any ownership over yourContributions. You retain full ownership of all of your Contributions and anyintellectual property rights or other proprietary rights associated with yourContributions. We are not liable for any statements or representations in yourContributions provided by you in any area on the Services. You are solelyresponsible for your Contributions to the Services and you expressly agree toexonerate us from any and all responsibility and to refrain from any legalaction against us regarding your Contributions.

7. SERVICES MANAGEMENT

We reserve the right, but not theobligation, to: (1) monitor the Services for violations of these Legal Terms;(2) take appropriate legal action against anyone who, in our sole discretion,violates the law or these Legal Terms, including without limitation, reportingsuch user to law enforcement authorities; (3) in our sole discretion andwithout limitation, refuse, restrict access to, limit the availability of, ordisable (to the extent technologically feasible) any of your Contributions orany portion thereof; (4) in our sole discretion and without limitation, notice,or liability, to remove from the Services or otherwise disable all files andcontent that are excessive in size or are in any way burdensome to our systems;and (5) otherwise manage the Services in a manner designed to protect ourrights and property and to facilitate the proper functioning of the Services.

8. TERM AND TERMINATION

These Legal Terms shall remain in fullforce and effect while you use the Services. WITHOUT LIMITING ANY OTHERPROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETIONAND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES(INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FORNO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION,WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR OF ANY APPLICABLE LAWOR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES ORDELETE ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUTWARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account forany reason, you are prohibited from registering and creating a new accountunder your name, a fake or borrowed name, or the name of any third party, evenif you may be acting on behalf of the third party. In addition to terminatingor suspending your account, we reserve the right to take appropriate legalaction, including without limitation pursuing civil, criminal, and injunctiveredress.

9. MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, orremove the contents of the Services at any time or for any reason at our solediscretion without notice. However, we have no obligation to update anyinformation on our Services. We will not be liable to you or any thirdparty for any modification, price change, suspension, or discontinuance of theServices.

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

10. GOVERNING LAW

These Legal Terms shall be governed by anddefined following the laws of __________. __________ andyourself irrevocably consent that the courts of __________ shall haveexclusive jurisdiction to resolve any dispute which may arise in connectionwith these Legal Terms.

11. DISPUTE RESOLUTION

Informal Negotiations

To expedite resolution and control the costof any dispute, controversy, or claim related to these Legal Terms (eacha "Dispute" and collectively, the "Disputes") broughtby either you or us (individually, a "Party" and collectively,the "Parties"), the Parties agree to first attempt to negotiate anyDispute (except those Disputes expressly provided below) informally for atleast __________ days before initiating arbitration. Such informalnegotiations commence upon written notice from one Party to the other Party.

Binding Arbitration

Any dispute arising out of or in connectionwith these Legal Terms, including any question regarding its existence,validity, or termination, shall be referred to and finally resolved by theInternational Commercial Arbitration Court under the European ArbitrationChamber (Belgium, Brussels, Avenue Louise, 146) according to the Rules of thisICAC, which, as a result of referring to it, is considered as the part of thisclause. The number of arbitrators shall be __________. The seat, or legalplace, or arbitration shall be __________. The language of the proceedingsshall be __________. The governing law of these Legal Terms shall besubstantive law of __________.

Restrictions

The Parties agree that any arbitrationshall be limited to the Dispute between the Parties individually. To the fullextent permitted by law, (a) no arbitration shall be joined with any otherproceeding; (b) there is no right or authority for any Dispute to be arbitratedon a class-action basis or to utilize class action procedures; and(c) there is no right or authority for any Dispute to be brought in a purportedrepresentative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations andArbitration

The Parties agree that the followingDisputes are not subject to the above provisions concerning informalnegotiations binding arbitration: (a) any Disputes seeking to enforce orprotect, or concerning the validity of, any of the intellectual property rightsof a Party; (b) any Dispute related to, or arising from, allegations of theft,piracy, invasion of privacy, or unauthorized use; and (c) any claimfor injunctive relief. If this provision is found to be illegal orunenforceable, then neither Party will elect to arbitrate any Dispute fallingwithin that portion of this provision found to be illegal or unenforceable andsuch Dispute shall be decided by a court of competent jurisdiction within thecourts listed for jurisdiction above, and the Parties agree to submit to thepersonal jurisdiction of that court.

12. CORRECTIONS

There may be information on the Servicesthat contains typographical errors, inaccuracies, or omissions, includingdescriptions, pricing, availability, and various other information. We reservethe right to correct any errors, inaccuracies, or omissions and to change orupdate the information on the Services at any time, without prior notice.

13. DISCLAIMER

THE SERVICES ARE PROVIDED ON AN AS-IS ANDAS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOURSOLE RISK. 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. WE MAKE NO WARRANTIESOR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES' CONTENTOR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICESAND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES,OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTYDAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THESERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERSAND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STOREDTHEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THESERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BETRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANYERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OFANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OROTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE,GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OROFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANYWEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, ANDWE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANYTRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANYENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTIONWHERE APPROPRIATE.

14. LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS,EMPLOYEES, 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, OR OTHER DAMAGES ARISINGFROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITYOF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINEDHEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THEFORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THEAMOUNT PAID, IF ANY, BY YOU TO US OR . CERTAIN US STATE LAWS ANDINTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THEEXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME ORALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAYHAVE ADDITIONAL RIGHTS.

15. INDEMNIFICATION

You agree to defend, indemnify, and hold usharmless, including our subsidiaries, affiliates, and all of our respectiveofficers, agents, partners, and employees, from and against any loss, damage,liability, claim, or demand, including reasonable attorneys’ fees and expenses,made by any third party due to or arising out of: (1) use of the Services;(2) breach of these Legal Terms; (3) any breach of your representations andwarranties set forth in these Legal Terms; (4) your violation of the rights ofa third party, including but not limited to intellectual property rights; or(5) any overt harmful act toward any other user of the Services with whom youconnected via the Services. Notwithstanding the foregoing, we reserve theright, at your expense, to assume the exclusive defense and controlof any matter for which you are required to indemnify us, and you agree tocooperate, at your expense, with our defense of such claims. We willuse reasonable efforts to notify you of any such claim, action, or proceedingwhich is subject to this indemnification upon becoming aware of it.

16. USER DATA

We will maintain certain data that youtransmit to the Services for the purpose of managing the performance of theServices, as well as data relating to your use of the Services. Although weperform regular routine backups of data, you are solely responsible for alldata that you transmit or that relates to any activity you have undertakenusing the Services. You agree that we shall have no liability to you for anyloss or corruption of any such data, and you hereby waive any right of actionagainst us arising from any such loss or corruption of such data.

17. ELECTRONIC COMMUNICATIONS,TRANSACTIONS, AND SIGNATURES

Visiting the Services, sending us emails,and completing online forms constitute electronic communications. You consentto receive electronic communications, and you agree that all agreements,notices, disclosures, and other communications we provide to youelectronically, via email and on the Services, satisfy any legal requirementthat such communication be in writing. YOU HEREBY AGREE TO THE USE OFELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONICDELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED ORCOMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights orrequirements under any statutes, regulations, rules, ordinances, or other lawsin any jurisdiction which require an original signature or delivery orretention of non-electronic records, or to payments or the granting of creditsby any means other than electronic means.

18. MISCELLANEOUS

These Legal Terms and any policies oroperating rules posted by us on the Services or in respect to the Servicesconstitute the entire agreement and understanding between you and us. Ourfailure to exercise or enforce any right or provision of these Legal Termsshall not operate as a waiver of such right or provision. These Legal Termsoperate to the fullest extent permissible by law. We may assign any or all ofour rights and obligations to others at any time. We shall not be responsibleor liable for any loss, damage, delay, or failure to act caused by any causebeyond our reasonable control. If any provision or part of a provision of theseLegal Terms is determined to be unlawful, void, or unenforceable, thatprovision or part of the provision is deemed severable from these Legal Termsand does not affect the validity and enforceability of any remainingprovisions. There is no joint venture, partnership, employment or agencyrelationship created between you and us as a result of these Legal Terms or useof the Services. You agree that these Legal Terms will not be construed againstus by virtue of having drafted them. You hereby waive any andall defenses you may have based on the electronic form of these LegalTerms and the lack of signing by the parties hereto to execute these LegalTerms.

19. CONTACT US

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services,please contact us at:

__________

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