By accessing the Content or Services, you are agreeing on behalf of yourself or those you represent (“you”) to comply with and be legally bound by these Terms in their entirety. These Terms constitute a legally binding agreement (the “Agreement”) between you and us. If you do not agree with any part of the Terms, you may not use our Services.
By accessing or using the Content or Services, you confirm that you are at least 18 years old (or if you are between 13 and 17 years old, inclusive, that you are using the site, services and/or software only with the approval of your parent or guardian), that you are legally able to enter into this agreement, and that you have read, understand and agree to be bound by this agreement.
As a general rule, your subscription is attached to your Device ID. Therefore, there is no registration process for obtaining a subscription. However, if you want to use Services and/or Content at several devices, you may be asked to register for an account (an “Account”) on the Site or through the Applications before using the Services. When you register for an Account, you agree to (i) provide accurate, current and complete information about yourself as prompted by our registration form and (ii) maintain and update your information to keep it accurate, current and complete.
You acknowledge that if any information provided by you is untrue, inaccurate, not current or incomplete, you will have materially breached these Terms, and we reserve the right to terminate this Agreement and your use of the Services. As part of the registration process, you may be asked to provide a username and password that are unique to the Account (collectively referred to as “Login Information”). You will be responsible for the confidentiality and use of your Login Information and agree not to transfer or resell your use of or access to the Services to any third party. If you have reason to believe that your Account is no longer secure, you must immediately notify us of the problem. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in the Account, and you further acknowledge and agree that all rights in and to the Account are and shall forever be owned by and inure to our benefit. You are entirely responsible for maintaining the confidentiality of your username and password and for any and all activities are conducted through your Account. You may use our Services only if you are at least the age of majority in the jurisdiction in which you reside.
If you open or operate an Account on behalf of an entity, you represent and warrant that you are an authorized representative of such entity and that you have authority to bind such entity to these Terms.
Our Services are subscribed on a service period basis. You choose the service period when you sign up for our Services. The Apps for any platform or operating system supported by us can be downloaded free of charge. Users will have to purchase a paid subscription to connect to the Service, except in the case of a limited free trial or certain offers.
Your service will automatically be renewed and your chosen payment method will be charged at the end of each service period, repeating the length of the previous service period, unless you decide to cancel your subscription for the Services.
Users whose subscriptions are billed as an in-app purchase through a digital marketplace (App Store, Google Play etc.) can request refunds through the relevant digital marketplace, which are issued solely at the discretion of the relevant digital marketplace.
The Services and the Content are protected by copyrights, trademarks, patents, trade secrets, and other intellectual property and proprietary rights (collectively, “Intellectual Property Rights”), and any unauthorized use of the same violates these Terms and may violate applicable law. Except as expressly provided herein, we do not grant you any express or implied right to use the Services and/or the Content. You agree not to copy, republish, frame, download, transmit, modify, adapt, create derivative works based on, rent, lease, loan, sell, assign, distribute, display, perform, license, sublicense or reverse engineer any of the Services. In addition, you agree not to take any action that may infringe on our Intellectual Property Rights.
From time to time, we may offer trials of the Apps for a specified period of time without requiring a payment (a “Free Trial”). We reserve the right, in our absolute discretion, to determine your eligibility for a Free Trial, and to withdraw or to modify a Free Trial at any time without prior notice and with no liability.
For a Free Trial, we’ll require you to provide your payment details in order to start the Free Trial. At the end of the Free Trial, we will automatically start to charge you for the subscribed Service on a recurring monthly or annual basis depending on your subscription type. By providing your payment details in conjunction with the Free Trial, you agree to this charge. If you decide that you do not want to become a paying user of the Service, prior to the end of the Free Trial period you must terminate the service using your personal page at the relevant digital marketspate (for Apps) or Personal Service Management Area (for Site).
We may be accessed from all around the world, so it is your responsibility to assess whether using the Site, Apps, Software, or Services is in compliance with local laws and regulations. Whenever you use the Site, Apps, Software, or Services, you should comply with these Terms and applicable laws, regulations, and policies.
We aim to provide the best service possible to all of our Subscribers. In that sense, we require that you do not misuse our Content or Services. A misuse refers to any use, access, or interference with the Content or Services contrary to the Terms or applicable laws and regulations.
In order to protect the Services from being misused or used to harm someone, we reserve the right to take appropriate measures when our Services or Content are being used contrary to these Terms and applicable laws. You agree that we may terminate your account, without providing a refund for Services already paid, if you misuse the Service.
In using our Services or Content, you agree not to:
- Use our Services and/or Content for any illegal purpose (i.e. any actions that violate any international, governmental, federal, provincial or state regulations, rules, laws, or local ordinances);
- Use our Services and/or Content to promote illegal activities, or provide means for/helping other people commit illegal activities by providing instructional information;
- Use our Services and/or Content for the purpose of transmitting spam; to scan ports, open proxies, open relays; sending unsolicited emails in bulk quantities for opt-ins or for advertising/marketing purposes, even if the email is sent/received by another server;
- Use our Services and/or Content to serve pop-ups ads;
- Use our Services and/or Content for attacking in any way, shape or form any other computer or network;
- Use our Services and/or Content to transmit any content that is unlawful, harmful, threatening, abusive, harassing, torturous, or that can be deemed objectionable in a court of law;
- Use our Services and/or Content to harm, threaten, ‘stalk’ or otherwise harass another person/business;
- Use our Services and/or Content to manipulate headers or forge identifiers in order to disguise the origin of any content transmitted through our Services and/or Content;
- Use our Services and/or Content to engage in any form of unsolicited or unauthorized advertising/marketing/promotional activities;
- Use our Services and/or Content to get involved in the transmission of software viruses or malicious software aimed at harming other software/hardware/telecommunications equipment;
- Use our Services and/or Content to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; to submit false or misleading information;
- Use our Services and/or Content for infringe upon or violating our intellectual property rights or the intellectual property rights of others;
- Use our Services and/or Content to promote or incite physical harm or injury against any group or individual, or promote any act of cruelty to animals;
- Use our Services and/or Content to abuse our Services and/or Content by scripting and using software to consume more resources than other users over a short period of time;
We as the licensor, grants you as the licensee, a non-exclusive right to use the Services and/or Content under these Terms. The Services and/or Content is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. We reserve all rights not expressly granted to you.We retain the ownership of the copyright in and to the Services and/or Content.
The Services and/or Content are not geographically limited; however, we make no representations or warranties that our Services and/or Content are appropriate for use or access in your location and jurisdiction.
You access and use the Services and/or Content in your country on your own initiative and you solely are responsible for complying with your local laws and regulations, if and to the extent such laws are applicable. We reserve the right to limit, in our sole discretion, the availability of the Services and/or Content or any portion thereof, to any person, entity, geographic area, or jurisdiction, at any time.
This Terms is effective until terminated. Your rights under this License will be terminated by us automatically without notice if you fail to comply with any provisions of this Terms and or otherwise fail to pay the fees and charges, if any, payable to us and associated with your use of the Services and/or Content. Upon the termination of these Terms, you shall cease all use and destroy, remove or delete all copies, full or partial, of the Services and/or Content on your computer or device and otherwise in your possession or control. Any term or condition of this Terms which by its plain meaning shall be and must be performed after termination, shall survive termination.
You agree to indemnify and hold harmless us, our affiliates and our and their officers, directors, licensors, partners, licensees, consultants, contractors, agents, attorneys, employees, and third party service providers (collectively, the “Indemnitees”) from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees (collectively, “Claim(s)”), that actually or allegedly result from your information, use of the Services and/or Content, or your breach of this Terms. You agree to be solely responsible for defending any Claim against or suffered by any Indemnitee, subject to the relevant Indemnitee’s right to participate with counsel of its own choosing, and for payment of damages or losses resulting from all claims against any Indemnitee provided that you will not agree to any settlement that imposes any obligation or liability on any Indemnitee without our prior express written consent.
YOU EXPRESSLY AGREE THAT THE SERVICES AND/OR CONTENT ARE AVAILABLE ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND THAT YOUR USE THEREOF IS AT YOUR OWN RISK. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY (I) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (II) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS, (III) WARRANTIES RELATING TO DELAYS, INTERRUPTIONS, ERRORS, OR OMISSIONS IN THE SERVICES AND/OR CONTENT, (IV) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE SERVICES AND/OR CONTENT, (V) WARRANTIES RELATING TO THE ACCURACY OR CORRECTNESS OF DATA, AND ANY OTHER WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OR OMISSIONS BY US. FURTHER, AND WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, THERE IS NO WARRANTY THAT THE SERVICES AND/OR CONTENT WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON. IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT OUR WARRANTY DOES NOT COVER TELECOMMUNICATIONS OR INTERNET OUTAGES CAUSED BY THIRD PARTIES OR OTHERWISE OUTSIDE OF OUR CONTROL. THE SERVICES AND/OR CONTENT MAY BE LIMITED BY MANY FACTORS, INCLUDING INHERENT RISKS OF THE INTERNET.
Limitation of liability
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL MACPAW BE LIABLE TO YOU OR A THIRD PARTY FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER. THIS INCLUDES, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA OR INFORMATION, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SOFTWARE OR Services and/or Content OR ANY THIRD PARTY SOFTWARE OR APPLICATIONS IN CONJUNCTION WITH THE SOFTWARE HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF MACPAW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. REGARDLESS, IN NO EVENT SHALL MACPAW’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
These Terms will be governed by and construed in accordance with the laws of the Republic of Georgia, excluding its conflict of law principles. These Terms shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.
All disputes, controversies, or claims arising out of or relating to this Agreement or a breach thereof shall be submitted to and finally resolved by arbitration under the rules of the American Arbitration Association (“AAA”) then in effect. There shall be one arbitrator, and such arbitrator shall be chosen by mutual agreement of the parties in accordance with AAA rules. The arbitration shall take place in the location in California, USA or such other location in the USA determined by us in our sole discretion. The arbitrator shall apply the laws of the Republic of Georgia, to all issues in dispute. The findings of the arbitrator shall be final and binding on the parties, and may be entered in any court of competent jurisdiction for enforcement. Notwithstanding the law of the Republic of Georgia legal fees shall be awarded to the prevailing party in the arbitration.
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.
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 our control 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 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 subcontract or delegate the performance of any of its obligations under these Terms without our prior written consent in our sole and exclusive discretion.
Rights of Third Parties
These Terms do not give any right to any Third Party except any provision in these Terms.
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.