Effective Date: 18 February 2025
Thank you for choosing our Services. These Terms of Service (“Terms”) govern your use of the Platform and Services provided by Sensemitter Services Limited (“we,” “us,” or the “Service Provider”). Please read them carefully. These Terms are written and available only in English, and we will communicate with you in English regarding any matters related to these Terms or the provision of Services. You are responsible for regularly reviewing these Terms, which are accessible at any time on this page.
About Us and Our Platform
Sensemitter Services Limited is a company incorporated in the Republic of Cyprus (Company Number: HE 440372). We operate a Neural Net AI-powered marketing analytics platform, accessible at app.sensemitter.com (the “Platform”). The Platform allows you, a business customer who initiates Transactions (as defined below), to access the Services for trade, business, or professional purposes (“you” or “the Customer”), to place Orders (as defined below), and to receive analytical services designed to support your marketing and product development objectives by measuring and interpreting end-user engagement and emotional responses to your Customer Materials (as defined below) (“Platform Services”).
1. Scope of the Terms of Service and Application
1.1. Together with our Privacy Policy, these Terms govern the availability, sale, and use of our Services, as well as the use of any features, technologies, or functionalities offered via the Platform.
1.2. By accessing, registering on, using, or otherwise engaging with the Platform or initiating a payment for Services specified in your Order on the Platform (“Transaction”), you confirm that you have read, understood, and agree to be bound by these Terms. If you are accepting these Terms on behalf of a company, organization, or other legal entity (an “Entity”), you represent and warrant that you have the authority to bind that Entity to these Terms. In such cases, all references to “you” in these Terms refer to that Entity.
1.3. In the event of any conflict between these Terms and a separate written agreement between you and us (including the TDD, as defined below), the terms of that written agreement shall prevail.
1.4. We may, in our sole discretion, amend, revise, or update these Terms and any additional terms and conditions that may apply. Any such change will not affect any Transaction that was initiated prior to the effective date of such change. Your continued use of the Services after the changes become effective shall constitute your consent to such changes.
2. Service Orders
2.1. You will receive the Services specified in your project document submitted through our Platform and accepted by us (the “Order”). These Services will be supported by the relevant materials you provide, including via hyperlink, which will serve as the subject of the research and analysis conducted during the course of the Services (“Customer Materials”). Each Order will incorporate these Terms by reference. Once an Order has been submitted and paid for, no amendments may be made by you. Each submitted and paid Order, together with the relevant Test Design Document (“TDD”), when applicable, constitutes a separate and enforceable agreement between you and us, governed by these Terms. We reserve the right to reject any of your Orders. If your Order is rejected, we will notify you via the email associated with your Customer Account and initiate a refund, subject to clause 5.7 below.
2.2. In addition to Platform Services, we may provide certain support services related to Platform Services, such as creating interview questionnaires and/or test design documents, conducting interviews with Respondents (as defined below), or providing in-depth analyses of research results, in accordance with your instructions (“Managed Services”). Platform Services and Managed Services are collectively referred to as the “Services” in these Terms.
2.3. If Managed Services are offered or agreed upon, we will provide a draft Order Form for your review and approval, including a TDD outlining the scope and execution of the Managed Services, along with an invoice for the applicable Fee. Upon receipt of the TDD, you may submit reasonable comments or proposed modifications (limited to two iterations), which we will review and incorporate as appropriate. Alternatively, you may approve the TDD in its current form by proceeding with payment of the associated invoice.
2.4. Our Services are subject to availability and certain limitations. We do not guarantee the availability of any specific Platform feature or Service and reserve the right to discontinue or modify the scope of any Service or any Platform feature at any time without liability to you.
2.5. While we will make reasonable efforts to keep the Services operational, temporary interruptions may occur due to technical difficulties, maintenance, updates, or changes in laws and regulations. If such technical issues affect a Service you have paid for, we will issue a refund. Although we strive to maintain the Services, we are not obligated to provide ongoing support, upgrades, or updates.
3. Your Customer Account
3.1. Your access to and use of our Services is available exclusively through an account that you must register on the Platform (“Customer Account”). During the registration process, you will be required to accept these Terms and any other applicable policies presented at registration, confirm that you have read and understood our Privacy Policy, and provide accurate and complete information about yourself and/or your Entity as requested. You must ensure that all information provided during registration and maintained in your Customer Account remains accurate and up to date.
3.2. By registering a Customer Account, you authorize us, directly or through third parties, to perform any inquiries necessary to verify your identity or the identity of your Entity. These inquiries may include, but are not limited to: (a) requesting additional information, including your taxpayer identification number, business registration documents, or other information necessary to reasonably identify your business; (b) asking you to confirm ownership of your email address or financial instruments; (c) verifying your information against third-party databases or through other available sources; or (d) requesting and reviewing government-issued identification documents or relevant entity formation documents. We reserve the right to close, suspend, or limit access to your Customer Account or the Services if we are unable to obtain or verify the required information or if the information provided does not meet our requirements.
3.3. If you are registering for Services on behalf of an Entity, you represent and warrant that: (a) you are legally authorized, under the Entity’s formation documents and/or applicable laws, to accept these Terms and, therefore, to bind this Entity by these Terms; and (b) the use of the Services complies with the laws and regulations of the jurisdiction governing the Entity. We reserve the right to request additional information to confirm your authorization and compliance with these requirements at any time.
3.4. You are solely responsible for all activities conducted through your Customer Account. Any actions taken, or Orders placed using your Customer Account, whether authorized by you or not, will be deemed to have been carried out by you. You are responsible for maintaining the confidentiality and security of your Customer Account credentials, including your password. You must not share your login details with any third party. If you suspect or become aware of unauthorized access to your Customer Account, you must notify us immediately and take all reasonable steps to secure your account. We are not liable for any losses or damages resulting from unauthorized access to your Customer Account caused by your failure to secure your credentials.
4. Performance of Services
4.1. The Services will be performed using the Customer Materials you provide with each Order (including, via the link). If your Customer Materials evolve over time, including any updates, versions, or modifications, the results of the Services (such as research outcomes, analysis, or insights) shall only be valid with respect to the version of the Customer Materials provided at the time of the corresponding Order. If certain Customer Materials cannot be attached to the Order Form due to technical limitations, legal considerations, or other constraints, you must provide these materials in a form, format, and quantity as reasonably requested by us to facilitate the proper performance of the Services specified in your Order. If the Customer Materials are provided via a link to an application store, you agree not to conduct A/B testing during the period of service performance. You acknowledge and accept that any such actions may result in inconsistencies or errors in the Report, for which we shall bear no responsibility.
4.2. As a result of the Platform Services and certain Managed Services that include research and/or analysis, you will receive a report detailing the conducted Services (“Report”). The Report constitutes the sole deliverable of these Services. For Platform Services, the Report will be provided within the timeline explicitly confirmed by us in writing after receiving your Order. For Managed Services, including those governed by a Test Design Document or draft Order Form (cl. 2.3 above), the Report or other deliverables will be made available within the timeframe specified in those documents. Any timeframes estimated during the Order creation process on the Platform are approximate and non-binding unless explicitly committed to by us.
For the purposes of these Terms, a "business day" shall mean any day from Monday to Friday, excluding public holidays in the Republic of Cyprus.
4.3. To perform the Services, we engage individuals of legal age, recruited through platforms like Prolific (www.prolific.com), User Interviews (www.userinterviews.com), or other recruitment platforms, who accept our invitation to participate in research for a fee and enter into contractual relationships with us (“Respondents”). We are the data controller of Respondents’ personal data and are obligated not to share their identifiable data with third parties. Accordingly, no identifiable Respondent data will be included in the Report. You are prohibited from, and must not permit any third party to: (a) associate any data received as part of the Report (“Report Data”) with any identifiable individual, user, browser, or device; (b) use Report Data for any repurposing, including retargeting or appending it to individual profiles; (c) build, create, develop, augment, or assist in the creation of any segments, profiles, or similar records on any individual, device, or browser using Report Data; (d) attempt to de-aggregate or de-anonymize Report Data; or (e) request Respondents’ contact data or request that Respondents contact you directly.
4.4. You acknowledge that we cannot and do not guarantee the impact of external factors on the results of the Services. Additionally, Respondent participation in research is voluntary, and we do not warrant or guarantee their attendance at scheduled sessions or full participation. We are not liable for delays in Service performance caused by the absence or last-minute withdrawal of Respondents. In such cases, the completion period of the Services will be extended to a mutually agreed timeframe.
5. Fees and Refunds
5.1. The total fee for the Services will be estimated during the Order creation stage, based on the quantity, type, and scope of Services you select, as well as the type, quantity, and specific characteristics of your Customer Materials and other details provided in your Order Form that may influence the cost (e.g., the number of participating Respondents). The final amount payable, including the Service fee, any additional charges (such as applicable taxes), or discounts (collectively, the “Fee”), will be clearly displayed at the checkout stage or in the invoice (as applicable). By proceeding with the Transaction, you confirm that you have thoroughly reviewed the Fee, including its breakdown, and expressly agree to the total amount payable.
5.2. Payment of the Fee must be made in advance at the time of submitting the Order. Payments are processed securely through Stripe, our third-party payment processor. By completing your payment, you agree to comply with Stripe's terms of service, available at stripe.com/legal. We are not responsible for, and assume no liability in relation to, any payment processing errors that may occur while using Stripe.
5.3. All Fees are quoted and must be paid in euros, unless otherwise specified on the Platform. Fees are exclusive of any applicable taxes, including VAT, sales tax, or similar charges. Any such taxes will be calculated and displayed during checkout and are your sole responsibility. If you are required by law to withhold or deduct any taxes, you shall: (a) bear all such taxes and ensure that the amount paid to us equals the net amount of the Fee that we would have received had no such withholding or deduction occurred; (b) promptly pay the withheld or deducted amounts to the relevant tax authority in accordance with applicable law; and (c) provide all necessary official tax receipts or documentation proving compliance with the withholding or deduction requirements, as reasonably requested by us.
5.4. Upon receipt of your payment, an electronic invoice will be generated and sent to the email address associated with your Customer Account. The invoice will include details of the Services purchased, such as the Fee and applicable taxes (if any).
5.5. You agree to provide a valid payment instrument when making a payment on the Platform and confirm that you are authorized to use it. If a payment fails or is declined by Stripe, your Order will not be processed, and Services will not commence until payment is successfully completed.
5.6. Except as expressly stated in this clause, all Fees are non-refundable and non-creditable. However, if the Services you have paid for were not provided, or if you believe they qualify as Defective Services, you may request a refund by submitting a written Refund Request to [email protected]. Your Refund Request must include: (a) your name (or your Entity’s business name) and registered address; (b) the email address associated with your Customer Account; (c) the invoice number; and (d) a detailed explanation of the reason for the refund.
5.7. If we reject your paid Order for reasons other than your breach of these Terms or a related offline agreement, the Fee will be refunded automatically, and no Refund Request is required.
5.8. Upon receiving your Refund Request, we will review it within 5 (five) business days. If the grounds and amount for the refund are valid, or if we are refunding due to the rejection of your paid Order, the refund will be processed promptly. Refunds will be issued in the same currency as the original payment and processed via the payment method used for the Order. Additional terms, such as required documentation or processing times, may apply and will be communicated to you as needed.
5.9. If we have reasonable concerns or objections regarding the refund amount or grounds, we will notify you in writing within the same 5-day period via the email address associated with your Customer Account. Any unresolved disputes regarding invoiced amounts or refund grounds after 20 (twenty) calendar days of our response shall be referred to and resolved in court as per Section 12 of these Terms.
6. Intellectual Property Rights
Except as expressly provided in this Section, neither party shall acquire any proprietary rights, title, or interest in or to the other party’s intellectual property, including inventions, trade secrets, know-how, technology, research tools, platforms, data, software, improvements, copyrights, patents, trademarks, database rights, and any other proprietary or intellectual property rights owned or controlled by the other party (collectively, “Intellectual Property Rights”). If the Services result in joint Intellectual Property Rights development based on significant contributions by both parties, ownership of such Intellectual Property Rights shall be agreed upon in writing prior to commencing the respective Services. If no agreement is reached, such joint intellectual property will be co-owned, and each party may use it independently, provided that restrictions in clause 6.1.3 are observed, and no party’s Confidential Information is disclosed or used without prior consent.
6.1. Service Provider Intellectual Property Rights
6.1.1. All rights, title, and interest in and to the Intellectual Property Rights associated with: (a) the Platform and its components, trademarks, logos, methodologies, algorithms, software, questionnaires, technical infrastructure, and tools; (b) Report Data, including anonymized insights derived from Respondent surveys’ analysis; (c) manuals, instructions, or any supporting documentation; and (d) any other materials used to provide the Services or operate the Platform, are owned or licensed to us and shall remain exclusively ours, even if incorporated into Reports or other deliverables provided to you during the course of the Services.
6.1.2. Our Platform integrates third-party AI technologies, including but not limited to: (a) OpenAI’s GPT-4o (or other versions of OpenAI LLC’s large language models (“LLM”); and (b) Intercom’s Fin AI agent (“ChatBot”). For detailed information on how these technologies function, please refer to the official overviews of OpenAI’s technology and Intercom’s ChatBot. We utilize these AI technologies for the purposes set forth in our Customer Privacy Policy. While we strive to ensure the reliability and accuracy of AI-generated content, we do not guarantee that such content will always be error-free, unbiased, or fit for a particular purpose. If our Services enable you to generate content, you acknowledge and agree that you are solely responsible for ensuring that any AI-generated content you use complies with applicable laws, regulations, and ethical guidelines. You are responsible for reviewing and verifying such content before relying on it for any business, legal, or commercial decision-making. We will process and store Customer Materials in accordance with our Customer Privacy Policy, applicable data protection laws, and industry best practices, ensuring appropriate security and confidentiality measures. By using our Services, you acknowledge and accept the integration of these AI technologies and their inherent limitations.
6.1.3. We grant you a non-exclusive, limited, non-transferable, non-sublicensable, revocable, worldwide license to access and use the Platform and Services for their intended purpose and function. This license extends to the use of our Intellectual Property Rights as incorporated into Reports, provided such use is inseparable from the Reports and solely for your internal business needs.
6.1.4. You may not share, publish, or otherwise disclose any Report Data or supporting materials containing Respondent data (even in anonymized form) or residuals thereof (e.g., playtest videos) with third parties without our prior written consent.
6.2. Customer Intellectual Property Rights
6.2.1. All rights, title, and interest in and to the Intellectual Property Rights related to your Customer Materials remain owned or licensed by you. All rights and title to the Report, once accepted by you, shall also belong to you subject, however, to restrictions specified in clauses 6.1.2 and 6.1.3.
6.2.2. By providing Customer Materials for the performance of Services, you grant us a non-exclusive, royalty-free, worldwide, fully paid license, sublicensable to our vendors and subcontractors, to: (a) access, use, host, cache, store, modify, reproduce (in whole or in part), create derivative works of, and display or share the Customer Materials with Respondents solely for the following purposes: (i) delivering the Services, including AI-powered Services, to you;
(ii) complying with legal or regulatory obligations, including assisting in lawful investigations; and
(iii) testing, improving, and enhancing the Platform’s functionality and addressing operational deficiencies.
6.2.3. Unless you explicitly opt out by providing written notice to [email protected], you grant us a non-exclusive, royalty-free license to use, display and publish your business name and logo solely to identify you as our customer in marketing materials, such as on our website, social media accounts, in presentations, or in case studies. You may withdraw this consent at any time by providing written notice, and we will discontinue such use within a commercially reasonable timeframe upon receipt of your request.
6.2.4. The license granted under this Section is provided solely for the purposes stated above and does not transfer ownership of the Customer Materials to us or any third party.
7. Warranties and Indemnities
7.1. Service Provider Warranties and Disclaimers We make no warranties, express or implied, regarding the Services provided under this Agreement, including, without limitation, any warranties of accuracy, completeness, performance, merchantability, fitness for a particular purpose, or that the Services or any deliverables will meet your expectations or achieve specific results. The Reports, including findings, analyses, and recommendations, are based on data, methodologies, and assumptions available at the time of delivery and may be subject to inaccuracies or changes over time. We represent and warrant that your use of the Platform, Services, and Reports in accordance with these Terms, including clause 6.1.2, does not and will not infringe or misappropriate the rights or legitimate interests of any third party.
7.2. Customer Representations and Warranties You represent and warrant that: (i) you fully comply with the Customer criteria set forth in these Terms and have the full power and authority to enter into this Agreement; (ii) the performance of your obligations under these Terms does not and will not violate any applicable laws, third-party rights, or agreements to which you are a party; (iii) you either own or hold a valid license to the Customer Materials provided under these Terms; and (iv) the Customer Materials, as well as our use of the Customer Materials in accordance with these Terms, your Orders, and instructions, do not and will not infringe or misappropriate any Intellectual Property Rights or violate any applicable laws.
7.3. Indemnification Each party shall indemnify, defend, and hold harmless the other party from any liabilities, claims, damages, costs, and expenses (including reasonable attorneys’ fees) incurred due to: (a) a breach of its representations and warranties; or (b) third-party claims alleging that its materials infringe or misappropriate Intellectual Property Rights. The indemnifying party shall: (i) promptly notify the indemnified party of any claim; (ii) assume the defense or settlement of such claim; and (iii) not settle any claim that includes admission of liability or imposes obligations on the indemnified party without prior written consent.
8. Anti-Corruption and Compliance
8.1. Compliance with Anti-Corruption Laws. You represent and warrant that: (i) you have not engaged, and will not engage, in any activities that would constitute a violation of applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any other anti-corruption or anti-bribery regulations. (ii) you will not offer, promise, give, request, or accept any undue advantage, benefit, or incentive, directly or indirectly, in connection with your use of the Services or any transactions under these Terms.
8.2. Sanctions Compliance. At the time of entering into these Terms, you represent and warrant that: (i) neither you, nor any of your officers, directors, shareholders, or employees are subject to international trade sanctions, including those issued by the United Nations, European Union, or United States.
(ii) the Services and deliverables provided under these Terms will not be used for the benefit of any sanctioned persons or entities, or in a manner that violates applicable trade laws or sanctions. If we reasonably believe that your actions may cause us to violate any applicable anti-corruption or trade laws, we may immediately suspend or terminate your access to the Services without prior notice and without liability.
9. Limitation of Liability
9.1. Exclusion of Liability. We disclaim any and all liability for any direct, indirect, incidental, consequential, special, or punitive damages arising out of or in connection with the Services. This includes, without limitation, damages for loss of profits, revenue, data, business opportunities, or goodwill, even if we have been advised of the possibility of such damages. Additionally, we shall not be held liable for any decisions, actions, or business outcomes taken or not taken by you or any third party as a result of the Services or any deliverables provided.
9.2. Defective Services. If the Services or their deliverables are provided with a substantial delay or fail to conform to the specifications set out in the respective Order (“Defective Services”), you may, at your discretion:
(a) request a full refund of the fees paid for the Defective Services; or
(b) request that we re-perform the Defective Services.
To exercise this right, you must submit a written request to [email protected] within ten (10) business days from the date you receive the respective deliverables. Failure to submit such a request within this timeframe will be deemed as full acceptance of the Services and deliverables, and any related claims will be considered waived. Unless otherwise expressly stated in these Terms, the refund or re-performance of Defective Services constitutes your sole and exclusive remedy for such Defective Services.
Under no circumstances shall the outcomes derived from the mere application of our methodology, or analytical processes, or interview approaches, and subsequent analysis conducted in the course of providing the Services, be deemed as Defective Services.
9.3. Force Majeure Event. We shall not be held liable or deemed to have breached these Terms for any failure or delay in performing our obligations under these Terms due to events or circumstances beyond our reasonable control (“Force Majeure Event”). Such events include, but are not limited to, acts of God, flood, fire, earthquake, explosion, government actions, including sanctions laws, cyberattacks, war, invasion, hostilities (whether declared or not), terrorist threats or acts, riot, civil unrest, national emergencies, epidemics, pandemics, lockouts, strikes, or other labor disputes (whether or not involving our workforce), supply chain disruptions, telecommunications failures, or power outages.
In the event of a Force Majeure Event that impacts access to the Platform or the provision of Services, we will:
(a) promptly notify you and provide updates regarding the Force Majeure Event and its impact on our performance;
(b) use reasonable efforts to mitigate the effects of the Force Majeure Event and restore Services within a commercially reasonable timeframe.
If restoration of the Services is not feasible within three (3) business days, we may offer you alternative off-Platform methods for ordering and receiving the Services.
9.4. Limitation of Liability. To the maximum extent permitted by applicable law, our total aggregate liability arising under or in connection with these Terms, including any breach or non-performance, regardless of the cause (including negligence), and whether in contract, tort, or otherwise, shall be limited to the total amount of Fees received by us from you in the twelve (12) months immediately preceding the date of the claim.
9.5. Nothing in these Terms shall exclude or limit liability for:
(a) Death or personal injury caused by negligence;
(b) Fraud or fraudulent misrepresentation; or
(c) Any other liability that cannot lawfully be excluded or limited under applicable law.
10. Confidentiality
10.1. Each party agrees to: (a) treat all Confidential Information of the other party as strictly confidential and not disclose such information to any third party, except to affiliates, directors, officers, employees, or contractors who require access to perform their duties and are bound by confidentiality obligations no less stringent than those in this clause; (b) use the Confidential Information solely for purposes expressly authorized by these Terms or as otherwise agreed in writing.
Confidential Information does not include information that:
(i) is publicly available without any breach of these Terms by the receiving party;
(ii) was lawfully known to the receiving party prior to disclosure;
(iii) is independently developed by the receiving party without reference to or reliance on the disclosing party’s Confidential Information;
(iv) is disclosed with the prior written consent of the disclosing party; or
(v) is required to be disclosed by applicable law, regulation, or order of a competent authority.
10.2. We commit to securely storing your Confidential Information using industry-standard encryption methods. We further ensure that only Respondents who have entered into a Non-Disclosure Agreement with us may access or engage with your Confidential Information during the performance of the Services.
10.3. If disclosure of Confidential Information is required by law, regulation, or a competent authority’s order, the receiving party shall, where legally permissible:
(a) promptly notify the disclosing party in writing to allow an opportunity to seek a protective order or other appropriate remedy; and
(b) cooperate with the disclosing party to limit the scope of such disclosure.
10.4. For the purposes of these Terms, “Confidential Information” means any information, whether written, oral, electronic, or in another format, that is designated as confidential or that, under the circumstances of its disclosure, should reasonably be understood to be confidential. This includes, but is not limited to, business plans, technical data, proprietary software, trade secrets, and financial information.
11. Term and Termination
11.1. Term. These Terms commence on the date you create your Customer Account and remain in effect until terminated by either party. With respect to an Order, these Terms become effective upon initiation of the Order and remain in effect until all obligations under the Order are fully performed.
11.2. Termination by Us. We reserve the right to close your Customer Account or to cancel, suspend, or limit your access to the Services immediately, with or without prior notice, if:
(a) you breach these Terms or any other agreement entered into with us, including a breach of any warranty;
(b) we are required to do so by law, regulatory authorities, or legal processes;
(c) any information provided during registration or thereafter is determined to be false, incomplete, or inaccurate; or
(d) we decide, at our sole discretion, to suspend or cease the provision of our Services.
We may terminate your Customer Account if it remains inactive for more than 18 (eighteen) consecutive months. Additionally, we may terminate your Customer Account or any Orders for convenience by providing at least twenty (20) days’ prior written notice.
11.4. Termination by You. You may terminate these Terms or any Order at any time at your sole discretion by sending us a request to delete your Customer Account and/or to cease performing the Services under an Order to [email protected], however, you will not be entitled to a refund unless the termination is due to our material breach of these Terms or the Order requirements. We may ask you to verify your Customer identity to proceed with your termination request.
11.5. Survival. The provisions of these Terms that are expressly or impliedly intended to survive termination or expiry, including but not limited to those relating to intellectual property, warranties, confidentiality, limitation of liability, governing law, and dispute resolution, shall continue in full force and effect.
11.6. Obligations Upon Termination. Upon termination of these Terms or any Order:
(a) All rights granted under these Terms shall immediately cease, except as expressly stated herein; and
(b) Each party shall promptly return or destroy any Confidential Information of the other party in its possession, except where retention is required by law.
Termination of these Terms or cancellation of any Order shall not affect rights, obligations, or liabilities accrued prior to the date of termination or cancellation.
12. Governing Law and Venue
These Terms, and any dispute or claim arising from or related to it, its subject matter, or its formation (including non-contractual disputes or claims), shall be governed by the laws of the Republic of Cyprus. In the event of a dispute or claim associated with any Order under these Terms, these Terms per se, each party shall provide the other with written notice detailing the dispute, including its nature and comprehensive details, supported by relevant documents. The Parties will then promptly and in good faith attempt to resolve the dispute through confidential discussions. If the dispute is not resolved within fifty (50) business days from receiving written notice, or within an alternative period agreed upon in writing, the parties shall proceed as follows:
If you are a resident of:
(i) any jurisdiction outside of the United States of America, these Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with their subject matter, are governed by the laws of the Republic of Cyprus. The United Nations Convention on Contracts for the International Sale of Goods as well as any other similar law, regulation, or statute in effect in any other jurisdiction shall not apply. You and us hereby irrevocably waive any objection, including any objection based on forum non conveniens or venue, to the bringing of any legal action or proceeding arising out of or relating to this Terms in the competent courts of the Republic of Cyprus. You and us further agree not to argue or assert that such courts represent an inconvenient forum. Each party agrees to submit to the exclusive jurisdiction of such courts for the purpose of any such action or proceeding.
(ii) the United States, these Terms, their subject matter and their formation, are governed by the laws of the Republic of Cyprus subject only to any applicable mandatory federal law or the law of the state in in which you reside. The United Nations Convention on Contracts for the International Sale of Goods Any dispute arising out of or in connection with these Terms, including any question regarding existence, validity or termination of these Terms, shall be referred to and finally resolved by arbitration pursuant to the below section “Mandatory binding arbitration and class action waiver”.
Notwithstanding mentioned above, we may apply to any court in any country of the world: (i) to seek injunctive relief, interim measures or other non-monetary measures for the protection of rights and lawful interests that cannot be obtained by applying to the court referred to in paragraph (a) above; or (ii) to seek protection of rights and lawful interests where the relevant court decision in favour of us is not enforceable in the country in which our rights are violated.
Mandatory binding arbitration and class action waiver
Dispute Resolution through Binding Arbitration
(i) Agreement to Arbitrate: Any dispute, claim, or controversy arising out of or relating to these Terms, your use of the Services, or the relationship between you and us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, will be resolved exclusively through final and binding arbitration. This arbitration agreement is governed by the Federal Arbitration Act (FAA).
(ii) Arbitration Rules: The arbitration will be conducted by a neutral arbitrator having profound experience in consumer disputes in accordance with the rules and procedures of the American Arbitration Association (AAA) available at www.adr.org.
(iii) Arbitration Location and Procedure: Unless mutually agreed otherwise by you and us, the arbitration will take place in the State of New York, unless the arbitrator designates an alternative location if the selected venue proves to be unduly burdensome to either party. If the value of your claim does not exceed $10,000, the arbitration will be conducted solely on the basis of the written submissions from both parties, unless you request a hearing or the arbitrator deems a hearing necessary. For claims exceeding $10,000, the right to a hearing will be governed by the applicable AAA Rules. In accordance with the AAA Rules, the arbitrator may allow for a reasonable exchange of information between the parties, in a manner consistent with the expedited nature of arbitration.
(iv) Arbitrator’s Authority: The arbitrator will have the exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of this arbitration agreement is void or voidable.
(v) Arbitrator’s Decision: The arbitrator shall issue an award within the time limits prescribed by the AAA Rules. The arbitrator's decision will include the essential findings of fact and conclusions of law upon which the award is based. Any judgment on the arbitration award may be entered in any court with appropriate jurisdiction. The damages awarded by the arbitrator must align with the limitations set forth in the “Limitation of Liability” section, regarding both the types and amounts of recoverable damages. The arbitrator may grant declaratory or injunctive relief only to the extent necessary to resolve the claimant’s individual claim.
(B) Waiver of Class Actions and Other Representative Actions
(i) Class Action Waiver: You and us agree that any arbitration will be conducted solely on an individual basis and not in a class, collective, consolidated, or representative action. The arbitrator shall not have the authority to combine or aggregate similar claims or conduct any class, collective, consolidated, or representative arbitration.
(ii) Waiver of Right to Jury Trial: You and us waive the right to a trial by jury or to participate in a class action, collective action, or similar representative proceeding in court. You acknowledge that entering into this agreement constitutes a waiver of your right to litigate claims in court, except for matters that may be brought in small claims court.
(C) Exceptions to Arbitration
(i) Small Claims Court: Either you or us may bring an individual action in small claims court for disputes or claims within the scope of that court’s jurisdiction.
(ii) Injunctive Relief: Notwithstanding the above, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.
(D) Opt-Out Procedure
(i) 30-Day Right to Opt-Out: You have the right to opt out of this arbitration agreement. If you do not wish to be bound by this arbitration agreement, you must notify us in writing within 30 days of the date you first accept this agreement by sending an email to [email protected] with the subject line “Arbitration Opt-Out” and include your name and address in the body of the email.
(ii) Effect of Opt-Out: If you opt out of this arbitration agreement, all other parts of this agreement will continue to apply to you. Opting out of this arbitration agreement has no effect on any other agreements you may have with us.
13. General
13.1. Status. Your relationship with us is as a non-exclusive independent party. Nothing in this Agreement shall be interpreted as creating a partnership, joint venture, cooperation, employer-employee relationship, sponsorship, agency, or any similar relationship between you and us. Both parties acknowledge that neither has the authority to bind the other or make representations, warranties, or commitments on behalf of the other unless expressly authorized in writing.
13.2. Assignment and Novation. You may not assign, transfer, create any trust over, charge, encumber, or otherwise deal in any manner with all or any of your rights and obligations under these Terms (including any cause of action arising in connection with them) without obtaining our prior written consent. Any attempted assignment or transfer without such consent shall be null and void. We reserve the right to assign or transfer our rights and obligations under these Terms, provided such assignment or transfer does not materially affect your rights under these Terms.
13.3. No Waiver. Our failure or delay in enforcing any provision of these Terms or exercising any right, power, or privilege hereunder shall not constitute a waiver thereof. Any single or partial exercise of any right, power, or privilege shall not preclude any other or further exercise thereof. All rights and remedies provided under these Terms are cumulative and not exclusive of any other rights or remedies provided by law.
13.4. Severability. If any provision of these Terms is determined to be invalid, illegal, or unenforceable by an arbitrator or court of competent jurisdiction, such provision shall be deemed modified to the extent necessary to make it enforceable, or if modification is not possible, excluded entirely. The remainder of these Terms shall remain valid, enforceable, and in full force and effect.
13.5. Entire Agreement. These Terms, together with our Privacy Policy and each respective Order, constitute the entire agreement between you and us with respect to the subject matter herein and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, relating to the same. Except as otherwise provided herein, any amendment or modification to these Terms must be in writing and executed by both parties to be effective.
13.6. Electronic Agreement. You acknowledge and agree to accept these Terms electronically, and your electronic acceptance shall have the same legal force and effect as a physical signature. Any electronic records retained in connection with these Terms shall be deemed valid, admissible, and enforceable in legal proceedings.
13.7. Languages. These Terms are available in English, and any translation provided is for reference purposes only. In the event of any inconsistency or conflict between the English version and a translated version, the English version shall prevail, except where applicable law requires otherwise.
14. Notices
14.1. Notices to You. We may provide notices to you under these Terms by:
(i) sending an email to the address associated with your Customer Account; or
(ii) posting the notice on the Platform.
You are solely responsible for maintaining accurate and up-to-date contact information in your Customer Account to ensure receipt of such notices.
14.2. Notices to Us. To give us notice under these Terms, you must contact us via one of the following methods:
(i) by email at [email protected]; or
(ii) by personal delivery, overnight courier, or registered or certified mail to:
Spyrou Araouzou, 2, FAYSA HOUSE, 2nd Floor, Flat/Office 201, 3036, Limassol, Cyprus, Attention: Chief Operations Officer.
We reserve the right to update our contact details for notices at any time by posting a notice on the Platform.
14.3. Timing of Notices. Notices shall be deemed to have been duly given:
(a) Upon actual delivery, if delivered by hand;
(b) One (1) business day after being sent via overnight courier, with charges prepaid;
(c) Upon successful transmission, if sent via email (provided no delivery failure notification is received); or
(d) Twenty-four (24) hours after the notice is posted on the Platform.