Last updated: November 24, 2023
This is the official version of the terms and conditions, you can review its translation into Spanish at this link.
Salduu LLC ("Company", “company”, “we”, “Salduu”), is a company registered in Delaware, United States, at 8 The Green #15590 Dover, Delaware, zip code 19901, USA. By using Salduu you contract to a company formalized in the United States (USA), so all transactions will be carried out in United States dollars (USD), unless otherwise indicated.
At Salduu we operate the website https://salduu.com (the "Site" or "Platform"), as well as any other related products and services that refer or link to these terms and conditions (the "Terms and Conditions" or “Terms”) (collectively, the “Services”).
These Legal Terms constitute a legally binding agreement made between you, Whether personally or on behalf of an entity ("you"), and Salduu LLC, concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.
Supplemental terms and conditions or documents that may be posted on the Services from time to time are expressly incorporated herein by reference. We reserve the right, at our sole discretion, to make changes or modifications to these Terms and Conditions at any time and for any reason. If these Terms are changed, Salduu will post the revised Terms on the website and will provide the date of the last update at the beginning ("Last updated"). The new version will take effect upon publication. If the modified version includes a substantial change, the Site undertakes to notify it within the Platform and/or by email. If you do not agree to the new version of the Terms, you may terminate this Agreement with immediate effect. If you do not terminate your Agreement before the effective date of the new version of the Terms, your continued access or use of the Platform will mean that you accept the changes.
The Services are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Services.
Important: The official language of these Terms and Conditions is American English. Any version of these Terms in another language is a translation provided as a courtesy. In the event of a conflict, the English version will prevail for all contracts.
The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
INTELLECTUAL PROPERTY RIGHTS
Our intellectual property
We are the owner or the licensee of all intellectual 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 by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world.
The Content and Marks are provided in or through the Services "AS IS" for your personal, non-commercial use or internal business purpose only.
Your use for our Services
Subject to your compliance with these Terms and Conditions, including the "PROHIBITED ACTIVITIES" 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 or elsewhere in our Terms and Conditions, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
If you wish to make any use of the Services, Content, or Marks other than as set out in this section or elsewhere in our Terms and Conditions, please address your request to: email@example.com. If we ever grant you the permission to post, reproduce, or publicly display any part of our Services or Content, you must identify us as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content.
We reserve all rights not expressly granted to you in and to the Services, Content, and Marks.
Any breach of these Intellectual Property Rights will constitute a material breach of our Terms and Conditions and your right to use our Services will terminate immediately.
Your contributions (products)
Please review this section and the "PROHIBITED ACTIVITIES" section carefully prior to using our Services to understand the (a) rights you give us and (b) obligations you have when you post or upload any content through the Services.
The Services may invite you to chat, contribute to, or participate in blogs, message boards, online forums, web pages, sales pages and other functionality during which you may create, submit, post, display, transmit, publish, distribute, or broadcast content and materials to us or through the Services, including but not limited to text, writings, video, audio, photographs, music, graphics, comments, reviews, rating suggestions, personal information, or other material ("Contributions"). Any Submission that is publicly posted shall also be treated as a Contribution.
You understand that Contributions may be viewable by other users of the Services and possibly through third-party websites.
When you post Contributions, you grant us a license (including use of your name, trademarks, and logos): By posting any Contributions, you grant us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to: use, copy, reproduce, distribute, sell, resell, publish, broadcast, retitle, store, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), and exploit your Contributions (including, without limitation, your image, name, and voice) for any purpose, commercial, advertising, or otherwise, to prepare derivative works of, or incorporate into other works, your Contributions, and to sublicense the licenses granted in this section. Our use and distribution may occur in any media formats and through any media channels.
This license includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide.
You are responsible for what you post or upload: By posting Contributions through any part of the Services or making Contributions accessible through the Services by linking your account through the Services to any of your social networking accounts, 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 nor post any Contribution 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 and/or Contribution;
- warrant that any such Submission and/or Contributions are original to you or that you have the necessary rights and licenses to submit such Submissions and/or Contributions and that you have full authority to grant us the above-mentioned rights in relation to your Submissions and/or Contributions; and
- warrant and represent that your Submissions and/or Contributions do not constitute confidential information.
You are solely responsible for your Submissions and/or Contributions and you expressly agree to reimburse us for any and all losses that we may suffer because of your breach of (a) this section, (b) any third party’s intellectual property rights, or (c) applicable law.
We may remove or edit your Content: Although we have no obligation to monitor any Contributions, we shall have the right to remove or edit any Contributions at any time without notice if in our reasonable opinion we consider such Contributions harmful or in breach of these Terms and Conditions. If we remove or edit any such Contributions, we may also suspend or disable your account and report you to the authorities.
By using the Services, you represent and warrant that:
(1) all registration information you submit will be true, accurate, current, and complete;
(2) you will maintain the accuracy of such information and promptly update such registration information as necessary;
(3) you have the legal capacity and you agree to comply with these Terms and Conditions;
(4) you are not a minor in the jurisdiction in which you reside;
(5) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise;
(6) you will not use the Services for any illegal or unauthorized purpose; and
(7) your use of the Services will not violate any applicable law or regulation.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).
You may be required to register to use the Services. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
During the registration process, you may be asked for personal information, about the company, legal representative, partners, final beneficiaries and directors or others, and may request new information, if necessary to protect the interests of Salduu, the proper use of the Services and the regulatory compliance of the parties. Depending on the type of user, natural person or company, various documents may be requested to support and guarantee the data provided.
Without being a definitive list, which we can modify without prior notice, during the registration process the following data or documents may be requested:
Information necessary for a natural person: Full name, email, date of birth, home address, country, telephone number, identity document number, bank details, type of identity document, address validation document, bank validation document, image or digitization of your identity document, among others.
In the case of companies or companies: Certificate of incorporation, articles of association or equivalent, detailed structure of shareholders, directors and final beneficiaries, Bank certificate or bank letter, company tax registration number, among others.
Additionally, companies must provide information about the person who will use the Platform by configuring the Services, their partners, directors or final beneficiaries. They may be asked for: Full name, email, date of birth, home address, country, telephone number, identity document number, identity validation document, address validation document, image or digitization of your identity document, among others.
In accordance with guidelines issued by international agencies, such as the Office of Foreign Assets Control in the United States, the United Kingdom Sanctions List or the United Nations Security Council Sanctions List, Salduu does not carry out transactions or operate with Users located in certain countries or regions, in compliance with global standards and good practices aimed at preventing money laundering, fraudulent acts and the financing of illicit activities.
PURCHASES AND PAYMENT
At Salduu all the prices of your Products, Services and the funds in your account are handled in American dollars or "USD", unless otherwise indicated.
Each sale you make on Salduu may be affected by up to 3 charges or usage commissions: Exchange rate, Payment processor fee and Salduu Commission.
In the event that you do not define a price for the product, that is, you set a price of 0 (zero) USD, then the product will be offered as free and will not be affected by any fees, charges or commissions by Salduu or the payment processors.
The Exchange Rate and the Payment Processor Fee are not part of Salduu's business, so we pass on the costs applied by our suppliers and payment processors directly on each sale, without considering commissions or surcharges on said rates. Salduu does not control or set exchange rates and they vary constantly according to the market.
At Salduu your clients or end buyers can pay in their local currency, subject to the availability of payment methods and coverage in each country.
Depending on the country from which the final buyer makes their purchase, the price of your product will be converted to the local currency of the country from which the purchase is made. So end buyers can pay in their local currency, depending on the payment methods and payment processors available in that country. In the case of converting the price of your Product from USD to local currency, exchange rate fees will apply. These exchange rate fees will be charged as a cost to the end customer, that is, they will not be deducted from your sale, but rather the price of the product is increased to take into consideration the exchange rate. The same USD defined as the price of the product will be added to your account.
Additionally, Salduu allows you to define Fixed Prices, that is, you can determine the price in local currency for each country. This functionality is optional. By using it you are responsible for the cost or exchange rate fee, so under this type of sale the exchange rate will be discounted from your sale and the rate will change according to the market exchange rate, changes that occur in real time constantly changing.
Payment Processor Fee:
Charges will be applied by payment processors for each sale. These costs are called Payment Gateway Fees or Payment Processor Fees. These rates are discounted on each of your sales in USD.
By becoming a seller on our platform, you acknowledge and accept that you are solely responsible for any transaction fees imposed by the payment processor (such as Dlocal, Stripe, Paypal or another offered by Salduu) and whose fee varies depending on the country or payment methods used by the final buyer. These fees will be deducted from the total purchase amount before funds are transferred to your account.
For each sale and depending on the commercial conditions you have, up to 9% commission will be applied to the price of the Product. These rates are discounted on each of your sales in USD.
It is your responsibility to factor in these fees when setting the sale price for your products or services on our platform. The application fee may vary depending on the current promotion and will be clearly communicated to you during the listing process.
We reserve the right to correct any errors or mistakes in pricing, even if payment has already been processed. We also reserve the right to refuse any order placed through the Services and may, in our sole discretion, limit or cancel quantities sold per seller account. These restrictions may include orders placed by or under the same seller account, the same payment method, and/or orders that use the same billing or shipping address.
Please ensure that you provide accurate product and pricing information, including any applicable taxes, to avoid any discrepancies in the total amount charged to the buyer. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by unauthorized sellers or violate our platform's policies.
After making a sale, funds will be held for a period, generally 10 days, in accordance with your current commercial terms with Salduu. The balance will then be available for withdrawal.
To request a withdrawal, it is necessary that the amount accumulated in your account exceeds the minimum amount of USD. The standard minimum withdrawal is 20 USD, although this limit may vary depending on your established commercial conditions.
It is crucial to note that withdrawals can only be made to a bank account registered in the name of the account holder at Salduu.com, whether a natural person or company user. No transfers will be made to third party accounts for security and regulatory compliance reasons. It is essential to note that, in the case of business accounts, payments can only be made to an account registered in the name of the company. This excludes the possibility of making transfers to accounts of legal representatives or partners; the receiving account must be specifically in the name of the business entity.
In any case, individual or company, the account designated to receive the funds must have the capacity to accept USD or international bank transfers. In particular situations, the possibility of arranging payments in local currency could be considered, always subject to specific conditions.
It is important to note that regardless of the withdrawal currency selected (USD or local currency), exchange rate or payment gateway fees may apply. These fees may arise from both the fund transfer service provider and the receiving bank (your bank). It should be noted that Salduu has no control over these rates and, therefore, they are beyond our management. We simply pass these costs on to users, as they are not part of our business model.
Within the framework of our commitment to the autonomy and informed choice of our users, it is imperative to highlight that we do not carry out an editorial review of the Contributions or Products offered on our platform. Consequently, we disclaim all responsibility regarding the quality of said products. Given the diversity of content present on our platform, it is impracticable to exhaustively verify the integrity, veracity or accuracy of each published element. When purchasing a product, the user or buyer is solely responsible for evaluating the suitability of their choice and assumes, comprehensively and voluntarily, any risk inherent to said transaction. This risk includes the possibility of exposure to content that may be offensive, indecent or objectionable, as well as full responsibility for any harmful consequences, whether physical, monetary or mental.
Additionally, it is emphasized that the Buyer bears full responsibility for the veracity and security of the information provided and the statements made to the Content Creators or other parties during the use of the platform, whether in relation to the acquisition of products or as consequence of their use. We cannot guarantee the security of data provided to third parties.
The minimum age for Buyers to register on the Platform is 13 years old. Adolescents between 13 and 18 years old must have periodic authorization from their parents or guardians to do so. Registration on the Platform and acceptance of these Terms presupposes that you have been granted this authorization. Salduu must cancel the registration of a User under 18 years of age at the request of the parents or guardians, but this does not generate the right to compensation or any refund for the Products acquired by the minor during the period of their registration.
By making the purchase, the buyer obtains the right to access and use the Contribution or Product, however, it is important to emphasize that the purchase does not entail the transfer of any intellectual property rights over the Product. In no case is the sale, total or partial transfer to third parties authorized.
In the event of non-compliance, as well as abusive behavior, unauthorized downloads, transmissions, retransmissions or storage, we reserve the right to block access to the Product. This measure is taken to safeguard the integrity of the content and ensure proper use in accordance with the established terms and conditions. Restricting access in such circumstances is intended to preserve intellectual property rights and maintain a safe and respectful environment for all users.
As a seller on our platform, you are solely responsible for handling refunds and returns for the products or services you offer. If a customer requests a refund, it is your obligation to address their request promptly and in accordance with applicable laws and regulations. Once you want to execute the refund, you must write to us at firstname.lastname@example.org and the money return will be managed by our platform.
You agree to process refunds for your customers in a timely manner and in good faith. This includes issuing refunds for damaged items, incorrect products, or any other valid reason accepted under our platform's policies.
It is your responsibility to clearly outline your refund and return policy in your product or service listings. Buyers should be informed about the conditions under which refunds will be issued and the process they need to follow to initiate a refund request.
We recommend providing excellent customer service to handle refund requests professionally and maintain positive customer relationships. Failure to fulfill refund requests in accordance with your stated policies may result in penalties, including but not limited to account suspension or removal from our platform.
By selling on our platform, you acknowledge and accept that you are the primary contact point for customer service issues, including refunds and returns. Please manage these matters responsibly to ensure a positive experience for your customers and maintain the reputation of your business on our platform.
Marketing services, such as mass mailing engine, newsletter and any other Service provided by our platform are exclusive for clients who make appropriate use of our services. Accounts that are used solely for the purpose of sending Marketing actions and that do not engage in other legitimate activities on our platform are subject to suspension, and we reserve the right to take such action. Additionally, we retain the right to suspend any account that poses a risk to our reputation, performance of platform or violates our terms of service.
You may not access or use the Services for any purpose other than as specifically described in these Terms and Conditions. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
By using our platform, you agree not to engage in or sell the following activities, which are strictly prohibited:
- Sale of Illegal Items: Sell, offer, or promote any illegal or unlawful items, including drugs, weapons, counterfeit goods, or stolen items.
- Engagement in Illegal Activities: Engage in any illegal activities or provide illegal services, such as hacking services or identity theft.
- Unauthorized Personal Information Handling: Engage in transactions involving personal information of third parties in violation of applicable law.
- Sale of Restricted or Regulated Items: Sell items that are restricted or regulated by law, including prescription medications, firearms, explosives, or hazardous materials.
- Fraudulent or Deceptive Items: Sell fraudulent or deceptive items, including counterfeit goods or unauthorized replicas.
- Promotion of Hate Speech and Discrimination: Promote hate speech, discrimination, violence, or harassment based on race, gender, religion, sexual orientation, disability, or nationality. Including items that are considered obscene.
- Adult Content: Sell explicit adult content, pornography, or any sexually explicit materials, including video on demand (VOD) and web-cam activities.
- Gambling: Offer or promote gambling, games of chance, or any activities that require payment for a chance to win a prize.
- Sensitive Information: Sell financial information, personal identification documents, or sensitive information belonging to others.
- Intellectual Property Infringement: Infringe upon the intellectual property rights of others, including copyrighted materials, trademarks, or patents, without proper authorization.
- Sale of High-Value Items: Sell high-value items, such as jewelry or precious materials.
- Cryptocurrency Transactions: Sell or exchange cryptocurrencies or related products or services.
- Telemedicine Services: Offer medical services, consultations, or advice via telemedicine or any other remote methods, unless compliant with all applicable laws and regulations.
- Sale of Alcohol and Tobacco Products: Sell alcohol, tobacco products, or related paraphernalia.
- Sale of Prescription or Recreational Drugs: Sell prescription or recreational drugs, including medications that require a prescription.
- Distribution of Malicious Software: Sell or distribute malicious software, including viruses, trojans, or other forms of malware.
- Handling Items without Control: Sell items before having control or possession of them, or be involved in associated payment processing for merchants.
- Involvement in Fraudulent Schemes: Support pyramid or ponzi schemes, matrix programs, other "get rich quick" schemes, or certain multi-level marketing programs.
- Involvement in Financial Transactions: Be associated with purchases of annuities, lottery contracts, off-shore banking, or transactions to finance or refinance debts funded by a credit card.
- Financial Transactions Involving Checks and Currency Exchanges: Be associated with the sale of traveler's checks, money orders, currency exchanges, or check cashing businesses.
- Involvement in Credit Repair and Debt Settlement: Involve certain credit repair, debt settlement services, credit transactions, or insurance activities.
- Bribery or Corruption: Offer or receive payments for the purpose of bribery or corruption.
- Provision of Transportation Services: Provide transportation services, including airlines and charters/jets/air taxi operators.
- Collection of Donations: Collect donations as a charity or non-profit organization.
- Payment Services: Provide payment services falling under the definition of a money service business or an electronic money institution. This includes the sale of stored value cards and escrow services.
- Securities and Investment Activities: Buy, sell, or broker stocks, bonds, securities, options, figures, commodities, contracts for difference/forex, mutual funds, or an investment interest in any entity or property.
- Online Dating Services: Provide online dating services that enable individuals to find and introduce themselves to new people with the goal of developing a personal or romantic relationship.
- Physical products: Offer any type of physical products or tangible objects, such as clothing, electronic items, art, among others.
Please note that this list is not exhaustive, and we reserve the right to remove any listings or accounts that we deem inappropriate or in violation of these terms and conditions. Additionally, you are responsible for ensuring that your activities comply with the laws of United States and the regulations of our payment processors. Failure to comply with these guidelines may result in the suspension or termination of your account on our platform.
USER GENERATED CONTRIBUTIONS
The Services may invite you to chat, contribute to, or participate in blogs, web pages, sales web pages, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Services, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Services and through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you thereby represent and warrant that:
- The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
- You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Services, and other users of the Services to use your Contributions in any manner contemplated by the Services and these Terms and Conditions.
- You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Services and these Terms and Conditions.
- Your Contributions are not false, inaccurate, or misleading.
- Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
- Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
- Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
- Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
- Your Contributions do not violate any applicable law, regulation, or rule.
- Your Contributions do not violate the privacy or publicity rights of any third party.
- Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
- Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
- Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms and Conditions, or any applicable law or regulation.
Any use of the Services in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use the Services.
By posting your Contributions to any part of the Services or making Contributions accessible to the Services by linking your account from the Services to any of your social networking accounts, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels.
This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.
We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Services. You are solely responsible for your Contributions to the Services and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.
We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the Services; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.
THIRD-PARTY WEBSITES AND CONTENT
The Services may contain (or you may be sent via the Site) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Services or any Third-Party Content posted on, available through, or installed from the Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Services and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms and Conditions no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Services or relating to any applications you use or install from the Services. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us blameless from any harm caused by your purchase of such products or services. Additionally, you shall hold us blameless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.
We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Terms and Conditions; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms and Conditions, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content 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 our rights and property and to facilitate the proper functioning of the Services.
TERM AND TERMINATION
These Terms and Conditions shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We also reserve the right to modify or discontinue all or part of the Services without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.
We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Terms and Conditions will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.
These Terms and Conditions and your use of the Services are governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be entirely performed within the State of Delaware, without regard to its conflict of law principles.
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the American Arbitration Association (AAA) website. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in United States, Delaware. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Delaware, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms and Conditions.
If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on 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 purported representative capacity on behalf of the general public or any other persons.
Exceptions to Arbitration
The Parties agree that the following Disputes are not subject to the above provisions concerning binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.
THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE 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 WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES' CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION 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 ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
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 ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, 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) your Contributions; (2) use of the Services; (3) breach of these Terms and Conditions; (4) any breach of your representations and warranties set forth in these Terms and Conditions; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Services with whom you connected via the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
These Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms and Conditions operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms and Conditions is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and Conditions and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms and Conditions or use of the Services. You agree that these Terms and Conditions will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and Conditions and the lack of signing by the parties hereto to execute these Terms and Conditions.
In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:
8 The Green #15590 Dover, Delaware, código postal 19901, USA.