‍Information about the Product

The Product is a SaaS (software-as-a-service) platform that allows any company interested in interviewing a target audience made of individuals, wherever in the world they may be located (subject to limitations imposed from Sellers), to collect actionable insights on the company’s products and services, in real-time, without any intermediary necessary. The Product is automatically integrated with deeply profiled individuals across the world, provided by Sellers contracted directly by the Owner.

Unless otherwise provided in these Terms, any references to the Product shall include any and all of the following media through which the Owner makes its Product available, to the extent these are available at a specific moment in time:

• the website associated with the domain name www.brainactive.ai, including its subdomains and any other website;
• applications for mobile, tablet and other smart device systems;
• the Application Program Interfaces (API) developed by the Owner;
• additional Services provided by the Owner, made available through the Product;
• any applications, sample and content files, source code, scripts, instruction sets or software included as part of the Product, as well as any related documentation.

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How the Product works

Creating a User account

In order for a company to access the Product’s functionalities, a User account is needed.

In order to create an account, you need to enter certain data, as prompted by the Product. This data must correspond to accurate, current and complete information that belongs to you. You cannot create an account using information belonging to third parties, unless you are expressly empowered to do so. In the absence of such a mandate, if we are notified of the unlawful use of the data by their rightful holder, we will suspend access to your account until you present proof of the mandate given by the rightful holder to use such data in order to create an account in the Product.

Accounts registered through bots or other automated means are not allowed and will be deleted by the Owner without any prior notice.

By creating an account, you represent and warrant that, as a representative of another person, you have been legally authorized to represent that person and have been granted the necessary powers to validly engage that person with us, the Owner, in a contractual arrangement and both you and your representatives will comply with these Terms as well as all applicable local, state, national and international legal provisions, rules and regulations.

After creating the account, you have the possibility to fill in the profile with certain details (for example, phone number, name of the person you are representing and its address).

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Creating a survey and submitting it to respondents

After a User account is created and validated, a User may create surveys and send them to potential respondents provided by the Sellers, using the Product. A User may choose a pre-defined survey template, upload a survey of their own or generate a survey using the artificial intelligence (AI) tools available in the Product. A survey may also be downloaded to be used on other media freely by the User.

In creating a survey, the User may be prompted to take into account different methodologies and rules of survey research that the Owner deems relevant to suggest to the User.

Once created and if the User chooses this option, the survey may be sent to respondents via the Sellers integrated in the Product. In this case, the survey is assessed in terms of feasibility by the Sellers integrated in the Product. If the survey is not considered feasible, it may not be used on respondents which are part of the Sellers’ databases and will not run through the Product unless changes are made by the User to make it feasible. Information about the feasibility of a survey or lack thereof will be made available in the Product for the User to see.

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Paying for a survey

Once a survey is considered feasible, the User needs to pay the price indicated in the Product for that survey to be sent out to potential respondents via the Product. The price may be paid using one of the payment options available in the Product. The User will not be liable to pay for a survey that is only made available to the User’s account, without it being sent out to respondents.

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Obtaining survey results

Once a survey is filled in by the relevant number of respondents indicated in it via the Sellers integrated in the Product, the results will be made available in the User account. Should the User have any complaints about the results of the survey in respect of the quality of the responses received, the User has the possibility to contest the survey results according to these Terms.

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Contesting survey results

The User may also request, in the timeline mentioned in the Product, the annulment of up to 10% of the answers received from respondents to the User’s survey run through the Product. The following aspects are applicable in this case:

• the User’s request may refer only to answers the User believes (and provides proof to this extent):some text
  • are offensive (e.g. but not limited to racist, containing swear words or in other ways inappropriate), contain inappropriate characters (e.g. but not limited to excessive punctuation marks, blank spaces, a series of repeated characters) – specifically for open-ended questions part of the User’s survey;
  • are the representation of a repeated pattern of answers in a matrix-like survey (i.e. a respondent checks the same letter answer for each question, or follows a vertical/horizontal/diagonal/zig-zagging or similar pattern in their answers);
  • have been given faster than the average time spent by other respondents to the same Survey (based on information provided by the Product to the User in this respect, if applicable, such as but not limited to time spent by respondents on each question in the survey);
  • are inconsistent throughout the survey (i.e. the respondent has given different answers to the same question that was rephrased), to the extent the User may give specific examples of such a behaviour from the User;
• after the User submits a request for annulment, the Owner may consult with the Sellers that the survey was forwarded to; the User is aware that the Sellers may inform the Owner that the request for annulment should not be processed by the Owner, and it is the Owner’s exclusive right to decide whether to accept or reject the User’s request;
• the Owner may request additional details from the User about their request;
• if the User’s request is accepted by the Owner, the User may choose to either receive a pro-rata refund of the value of contested answers, or credit in their User account for future purchases (but in neither case no more than 10% of the total price paid by the User for the survey the contested answers belong to);
• if the User’s request is rejected by the Owner, there is no right of recourse for the User on that decision;
• the User’s choice of a refund or credit is exercisable only after the Owner accepts the User’s request for annulment of answers;

no User request for annulment may be accepted outside the timeline mentioned in the Product for this procedure.

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Obtaining final survey results

After any contestation period lapses, the User’s survey results may be considered final, and the User may export the survey results from the Product, to be used according to their own intentions and bearing exclusive liability over such use.

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Limitation of liability regarding the Product’s use

By accepting the Terms, Users understand and agree that the Owner, its officers, directors, employees and agents may not be liable for any claims, demands and damages (actual or consequential, direct or indirect), whether known or unknown, of every kind and nature relating to, arising out of or in any way connected with:

• disputes between Users, or between Users and any other person or entity (including without limitation the Sellers), arising from a use of Product different from the provision of these Terms,
• the Product’s use outside of what is permitted under this Terms, 
• a decision to not accept a User’s request for annulment of survey responses, according to these Terms, 
• the quality of responses received by the User on a survey conducted through the Product via Sellers integrated in the Product, or
• Users’ activity while using the Product and the effects of such usage, including, but not limited to, Users’ legal capacity, ability to generate and/or send a survey, or pay the associated costs. 

Each User acknowledges and agrees that the Owner has no control over, and shall have no liability for any damages resulting from, the use or misuse by any other person or entity, other than the User, of any part of the Product. In particular, the Owner has no control over: 

• any parameters of the responses received by the User on a survey conducted through the Product via Sellers integrated in the Product, or
• any interpretations that the User gives to data obtained through use of the Product.

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Limitations to the Product’s use

The Owner has the absolute right to remove and/or delete without notice any part of the Product, or the Product in its entirety, including but not limited to any User surveys that might be in breach of these Terms and/or any applicable law or standards that the Owner adheres to. By accepting the Terms, the Users consent to such removal and/or deletion and waive any claim against the Owner for such removal and/or deletion and the effects thereof over the Users’ rights deriving from these Terms. The Owner is not responsible or liable for failure to store posted content or other materials Users may upload in the Product. Users shall take measures to preserve copies of any data, material, content or information such User uploads in the Product. 

The Product merely serves as a technical infrastructure to allow Users to create survey and/or to interact with survey respondents provided by Sellers. The Owner therefore is not directly involved in any such interactions between the Users and the Sellers providing survey respondents. 

Users must read any information made available next to a survey generated through the Product, as such information may be provided by the Sellers. Each of the Sellers that provides information related to a survey’s feasibility, as well as the results of a survey being conducted among that Seller’s survey respondents, is exclusively responsible for the quality, timeliness and other relevant characteristics of the information provided about a survey and/or its results, through the Product.

The Owner does not control, monitor, moderate or inspect any information offered by the Sellers via the Product. This means that, unless provided otherwise in these Terms or the applicable law, the Owner does not bear any responsibility in connection with such information, including but not limited to their quality, safety, accuracy, or the Sellers’ ability to provide them.

Likewise, the Owner does not control, monitor, moderate or inspect the activity of Users using the Product, unless otherwise provided in these Terms. Therefore, the Owner does not bear any responsibility in connection with such Users’ activity on the Product.

The Owner may not be requested and/or made liable to provide to the User any information about the survey respondents other than what is already provided in the Product. The User agrees that they may not request the Owner to disclose to them any information related to the respondents of a User’s survey conducted through the Product, including without limitation any personal data thereof, except for personal data that the Owner deems necessary in order to provide the User with relevant information related to the User’s survey, at the Owner’s own discretion.

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GENERAL TERMS OF USE

Unless otherwise specified, the terms of use detailed in this section apply generally when using the Product.

Single or additional conditions of use or access may apply if a User is using specific subscription plans, as these may be made available by the Owner, and/or in such cases as additionally indicated within this document.

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Account registration

To use the Product, the Users must register or create a User account, providing all required data or information in a complete and truthful manner. To the extent this information is personal data, information about how this data is processed by the Owner is available in the privacy policy.

Without a User account, the Product may not be used.

Users are responsible for keeping their login credentials confidential and safe. For this reason, Users are also required to choose passwords that meet the highest standards of strength permitted by the Product.

By registering, Users agree to be fully responsible for all activities that occur under their username and password.

Users are required to immediately inform the Owner via the contact details indicated in this document, if they think their personal information, including but not limited to User accounts, access credentials or personal data, have been violated, unduly disclosed or stolen.

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Account termination

Users can terminate their account and stop using the Product at any time by doing the following:

• By using the tools provided for account termination in the Product;
• By directly contacting the Owner at the contact details provided in this document, with a request for account deletion.

However, termination of the account will not be possible until the payment of any amounts owed by the User to the Owner. To the extent a subscription period is active when the account is terminated, the User may use the Product until the subscription period expires.

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Account suspension and deletion

The Owner reserves the right, at its sole discretion, to suspend or delete at any time and without notice, User accounts that it deems inappropriate, offensive or in violation of these Terms.

The suspension or deletion of User accounts shall not entitle Users to any claims for compensation, damages or reimbursement, to the extent the Owner provides prior written notice to the User of the intention to suspend or delete the account, along with the steps the User in question may take to reassure the Owner such measures need not be taken.

The suspension or deletion of an account due to causes attributable to the User does not exempt the User from paying any applicable and due fees or prices of the Product in the version in use by that User.

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Content available in the Product

Unless where otherwise specified in these Terms or clearly recognizable in the Product, all content available in the Product is owned or provided by the Owner or its licensors.

The Owner undertakes its utmost effort to ensure that the content provided in the Product infringes no applicable legal provisions or third-party rights. However, it may not always be possible to achieve such a result.

In such cases, without prejudice to any legal prerogatives of Users to enforce their rights, Users are kindly asked to report related complaints to the Owner using the contact details provided in this document.

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Rights regarding content available in the Product

The Owner holds and reserves all intellectual property rights for any such content which is available in and/or generated through the Product, unless otherwise specified in these Terms or in the Product.

Users may not, therefore, use such content in any way that is not necessary or implicit in the proper use of the Product.

In particular, but without limitation, Users may not copy, download, share (beyond the limits set forth below), modify, translate, transform, publish, transmit, sell, sublicense, edit, transfer/assign to third parties or create derivative works from the content available in the Product, nor allow any third party to do so through the User or their device, even without the User's knowledge.

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Content provided by Users

The Owner allows Users to upload, share or provide their own content in the Product, in the form of surveys or parts of surveys.

By providing content in the Product:

• Users confirm that they are legally allowed to do so and that they are not infringing any statutory provisions and/or third-party rights; and
• grant the Owner a right to use the content, on a non-exclusive basis, for free and during the entire time the User has an active account in the Product, solely for the operation, maintenance and improvement of the Product as contractually required.

Users may input requests to the Product in order to obtain output in the form of AI-generated surveys or parts of surveys. While all rights over the input remain with the Users (which grant the Owner a right to use the input strictly in order to provide the User with their input in their User account and further train the Owner’s AI models), the output belongs to the Owner and is exclusively licensed to the User for as long as the User has an active account in the Product. 

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Rights regarding content provided by Users

Users acknowledge and accept that by providing their own content in the Product, they grant the Owner a non-exclusive, fully paid-up and royalty-free license to process such content solely for the operation and maintenance of the Product as contractually required.

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Liability for provided content

Users are exclusively liable for any content they upload, post, share, or provide through the Product. Users acknowledge and accept that the Owner does not filter or moderate such content.

However, the Owner reserves the right to remove, delete or block such content at its own discretion and, without prior notice, to deny the uploading User access to the Product:

• upon becoming aware of any (alleged) violation of these Terms, any third-party rights, or applicable law, based on such content;
• if a notice of infringement of intellectual property rights is received by the Owner;
• upon order of a public authority; or
• where the Owner is made aware that the content, while being accessible via the Product, may represent a risk for Users, third parties and/or the availability of the Product.

The removal, deletion or blocking of content shall not entitle Users that have uploaded such content or that are liable for it, to any claims for compensation, damages or reimbursement from the Owner.

Users agree to hold the Owner harmless from and against any claim asserted and/or damage suffered due to content they uploaded in the Product.

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Access to external resources

Through the Product, Users may have access to external resources provided by third parties, including without limitation Sellers. Users acknowledge and accept that the Owner has no control over such resources and is therefore not responsible for their content and availability.

Conditions applicable to any resources provided by third parties, including those related to rights being granted over any content, are governed by each such third parties’ terms and conditions.

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“Tell-a-friend”

Depending on the Owner’s decision, Users may receive advantages if, as a result of their recommendation, another party becomes a User of the Product. Such recommendation program, if available, is governed by specific terms indicated in this section.

The Owner is by no means liable to offer a recommendation program, at any time.

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Software license

Any intellectual or industrial property rights, and any other exclusive rights on software or technical applications embedded in or related to the Product are held by the Owner.

Notwithstanding any contrary provision of these Terms, the Owner grants each User a right to use the Product and/or any other parts embedded in the Product during the time the User has an active account in the Product.

This right of use does not grant Users any rights to access, usage or disclosure of the original source code. All techniques, algorithms, and procedures contained in the Product and any documentation thereto related is the Owner’s or its licensors’ sole property.

This right of use shall immediately terminate upon any termination of the User’s account in the Product.

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Logging in the Product using a third-party software account

Users may access their account in the Product via a third-party software account, such as, but not limited to, a Google account. Any use of this connection possibility is bound by these Terms, as well as any applicable terms and conditions of the third-party providing that software.

In addition, the User expressly understands and agrees that the Owner bears no responsibility and shall not be held liable for any damages or losses resulting from the User’s use of that third-party software to connect to their account in the Product.

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PAYMENT PLANS

In order to access a paid version of the Product, the User must go through these steps:

• Users must choose the desired paid version of the Product in the section of the Product allowing this choice to be made, and verify their purchase selection;
• After having reviewed the information displayed in the purchase selection, Users may place the order by submitting it.

The submission of an order by the User determines a contract to be concluded between the User and the Owner for the Product version available under the chosen payment plan, as described in the Product at the moment the purchase is made. 

In case the purchased Product requires an action from the User, such as the provision of personal information or data, specifications or special wishes, the order submission creates an obligation for the User to cooperate accordingly in providing this information, and a right of the Owner to request such details from the User, in order for the Owner to be able to provide the Product.

Upon submission of the order, Users will receive a receipt confirming that the order has been received by the Owner, and that the Product version available under the chosen payment plan can be used.

All notifications related to the described purchasing process shall be sent to the email address provided by the User for such purposes.

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Prices

Users are informed during the purchasing process and before order submission, about any fees, taxes and costs (including, if any, delivery costs) that they will be charged.

Prices of the Product are displayed inclusive of any applicable fees, taxes and costs.

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Methods of payment

Information related to accepted payment methods is made available during the purchasing process.

Some payment methods may only be available subject to additional conditions or fees. In such cases, the Owner provides this information after the User has made the relevant selection of the payment plan.

The Owner’s chosen payment methods are independently provided by third-party services. The Owner collects no payment information – such as credit card details – but only receives a notification from the relevant third-party provider once the payment has been successfully completed.

If payment through the available methods fails, the Owner shall be under no obligation provide access to the Product. 

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Retention of usage rights

Users do not acquire any rights to use the Product in a paid version until the total purchase price of that paid version is received by the Owner.

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Contract duration

In case the User has purchased a paid version of the Product, access to such paid version starts on the day the payment is received by the Owner and until the last day of the subscription period chosen by the User or otherwise specified during the purchasing process.

Once the subscription period expires, the Product’s functionalities that were available in the paid version shall no longer be accessible.

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Subscription Termination

Subscriptions may be terminated by sending a clear and unambiguous termination notice to the Owner using the contact details provided in this document, or — if applicable — by using the corresponding controls inside the Product.

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Liability and indemnification

Unless otherwise explicitly stated or agreed with Users, the Owner’s liability for damages in connection with the execution of the Agreement shall be excluded, limited and/or reduced to the maximum extent permitted by applicable law, and in any case shall not exceed the value of payments made by the User in order to use the Product.

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EU Users

Indemnification

The User agrees to indemnify and hold the Owner and its subsidiaries, affiliates, officers, directors, agents, co-branders, partners and employees harmless from and against any claim or demand ⁠— including but not limited to lawyer's fees and costs ⁠— made by any third party due to or in relation with any culpable violation of these Terms, third-party rights or statutory provisions connected to the use of the Product by the User or its affiliates, officers, directors, agents, co-branders, partners and employees to the extent allowed by applicable law.

The above also applies to any claims exercised by third parties (including but not limited to the Owner’s clients or customers) against the Owner related to the content provided by the User in the Product.

The Owner shall bear no liability for:

• the existence of any applicable license, authorization, qualification or other official permit allowing Sellers to offer specific goods or services, as may be required by the Sellers’ applicable law, as the Owner does not conduct any prior assessment of the Sellers’ capacity in entering in an agreement with the Owner;
• the Users' eligibility and any other authorization required for purchase according to applicable law;
• any claim made by the Users based on information available in the Product

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Australian Users

Limitation of liability

Nothing in these Terms excludes, restricts or modifies any guarantee, condition, warranty, right or remedy which the User may have under the Competition and Consumer Act 2010 (Cth) or any similar State and Territory legislation and which cannot be excluded, restricted or modified (non-excludable right). To the fullest extent permitted by law, our liability to the User, including liability for a breach of a non-excludable right and liability which is not otherwise excluded under these Terms of Use, is limited, at the Owner’s sole discretion, to the re-performance of the services or the payment of the cost of having the services supplied again.

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US Users

Disclaimer of Warranties

The Product is provided strictly on an “as is” and “as available” basis. Use of the Product is at Users’ own risk. To the maximum extent permitted by applicable law, the Owner expressly disclaims all conditions, representations, and warranties — whether express, implied, statutory or otherwise, including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third-party rights. No advice or information, whether oral or written, obtained by the User from the Owner or through the Product will create any warranty not expressly stated herein.

Without limiting the foregoing, the Owner, its subsidiaries, affiliates, licensors, officers, directors, agents, co-branders, partners, suppliers and employees do not warrant that the content is accurate, reliable or correct; that the Product will meet Users’ requirements; that the Product will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Product is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Product is downloaded at Users' own risk and Users shall be solely responsible for any damage to Users’ computer system or mobile device or loss of data that results from such download or Users’ use of the Product.

The Owner does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Product or any hyperlinked website or service, and the Owner shall not be a party to or in any way monitor any transaction between Users and third-party providers of products or services.

The Product may become inaccessible or it may not function properly with Users’ web browser, mobile device, and/or operating system. The Owner cannot be held liable for any perceived or actual damages arising from Product content, operation, or use of the Product.

Federal law, some states, and other jurisdictions, do not allow the exclusion and limitations of certain implied warranties. The above exclusions may not apply to Users. These Terms give Users specific legal rights, and Users may also have other rights which vary from state to state. The disclaimers and exclusions under this agreement shall not apply to the extent prohibited by applicable law.

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Limitations of liability

To the maximum extent permitted by applicable law, in no event shall the Owner, and its subsidiaries, affiliates, officers, directors, agents, co-branders, partners, suppliers and employees be liable for:

• any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, the Product;
• any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Product or User account or the information contained therein;
• any errors, mistakes, or inaccuracies of content;
• personal injury or property damage, of any nature whatsoever, resulting from User access to or use of the Product;
• any unauthorized access to or use of the Product’s secure servers and/or any and all personal information stored therein;
• any interruption or cessation of transmission to or from the Product;
• any bugs, viruses, trojan horses, or the like that may be transmitted to or through the Product;
• any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Product; and/or
• the defamatory, offensive, or illegal conduct of any User or third party. In no event shall the Owner, and its subsidiaries, affiliates, officers, directors, agents, co-branders, partners, suppliers and employees be liable for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount paid by User to the Owner hereunder in the preceding 12 months, or the period of duration of this agreement between the Owner and User, whichever is shorter.

This limitation of liability section shall apply to the fullest extent permitted by law in the applicable jurisdiction whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if the User has been advised of the possibility of such damage.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, therefore the above limitations or exclusions may not apply to the User. The terms give User specific legal rights, and User may also have other rights which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability under the terms shall not apply to the extent prohibited by applicable law.

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Indemnification

The User agrees to defend, indemnify and hold the Owner and its subsidiaries, affiliates, officers, directors, agents, co-branders, partners, suppliers and employees harmless from and against any and all claims or demands, damages, obligations, losses, liabilities, costs or debt, and expenses, including, but not limited to, legal fees and expenses, arising from

• User’s use of and access of the Product, including any data or content transmitted or received by User;
• User’s violation of these terms, including, but not limited to, User’s breach of any of the representations and warranties set forth in these terms;
• User’s violation of any third-party rights, including, but not limited to, any right of privacy or intellectual property rights;
• User’s violation of any statutory law, rule, or regulation;
• any content that is submitted from User’s account, including third party access with User’s unique username, password or other security measure, if applicable, including, but not limited to, misleading, false, or inaccurate information;
• User’s wilful misconduct; or
• statutory provision by User or its affiliates, officers, directors, agents, co-branders, partners, suppliers and employees to the extent allowed by applicable law.

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Common provisions

No Waiver

The Owner’s failure to assert any right or provision under these Terms shall not constitute a waiver of any such right or provision. No waiver shall be considered a further or continuing waiver of such term or any other term.

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Service interruption

To ensure the best possible service level, the Owner reserves the right to interrupt access to the Product for maintenance, system updates or any other changes, informing the Users appropriately.

Within the limits of applicable law, the Owner may also decide to suspend or discontinue access to the Product altogether. If such access is discontinued, the Owner will cooperate with Users to enable them to download any information they may have stored in the Product.

Additionally, the Service might not be available due to reasons outside the Owner’s reasonable control, such as “force majeure” events defined according to applicable law.

The Owner undertakes to inform the User in advance, whenever possible.

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Privacy policy

To learn more about the use of their Personal Data, Users may refer to the Product’s privacy policy available here.

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Trademarks

All trademarks — nominal or figurative — and all other marks, trade names, service marks, word marks, illustrations, images, or logos appearing in connection with the Product are, and remain, the exclusive property of the Owner or its licensors and are subject to the protection granted by applicable law or international treaties related to intellectual property.

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Changes to these Terms

The Owner reserves the right to amend or otherwise modify these Terms at any time. In such cases, the Owner will appropriately inform the User of these changes.

Such changes will only affect the relationship with the User from the date communicated to Users onwards.

The continued use of the Product will signify the User’s acceptance of the revised Terms. If Users do not wish to be bound by the changes, they must stop using the Product and may terminate the Agreement.

The applicable previous version will govern the relationship prior to the User's acceptance. The User is responsible to keep a copy of any previous version of these Terms.

If legally required, the Owner will notify Users in advance of when the modified Terms will take effect.

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Assignment of Terms

The Owner reserves the right to transfer, assign, dispose of by novation, or subcontract any or all rights or obligations under these Terms,. Provisions regarding changes of these Terms will apply accordingly to the new owner.

Users may not assign or transfer their rights or obligations under these Terms in any way, without the prior written permission of the Owner.

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Contacts

All communications relating to the use of the Product must be sent using the contact information stated in this document.

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Severability and replacement of terms

Should any provision of these Terms be deemed or become invalid or unenforceable under applicable law, the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions, which shall remain in full force and effect.

Should any provision of these Terms be or be deemed void, invalid or unenforceable, the parties shall do their best to find, in an amicable way, an agreement on valid and enforceable provisions thereby substituting the void, invalid or unenforceable parts.

In case of failure to do so, the void, invalid or unenforceable provisions shall be replaced by the applicable statutory provisions, if so permitted or stated under the applicable law.

Without prejudice to the above, the nullity, invalidity or impossibility to enforce a particular provision of these Terms shall not nullify the entire Agreement, unless the severed provisions are essential to the Agreement, or of such importance that the parties would not have entered into the contract if they had known that the provision would not be valid, or in cases where the remaining provisions would translate into an unacceptable hardship on any of the parties.

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US Users

Any such invalid or unenforceable provision will be interpreted, construed and reformed to the extent reasonably required to render it valid, enforceable and consistent with its original intent. These Terms constitute the entire Agreement between Users and the Owner with respect to the subject matter hereof, and supersede all other communications, including but not limited to all prior agreements, between the parties with respect to such subject matter. These Terms will be enforced to the fullest extent permitted by law.

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Governing law

These Terms are governed by Romanian law, as disclosed in the relevant section of this document, without regard to conflict of laws principles.

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Venue of jurisdiction

The exclusive competence to decide on any non-amicable controversy resulting from or connected to these Terms lies with the courts of the place where the Owner is based, as displayed in the relevant section of this document.

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Dispute resolution

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The Parties shall attempt to resolve amicably and in good faith any disputes or differences between the Parties arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination (each a “Dispute”).

If the Parties are unable to resolve any such Dispute within thirty (30) Business Days or such other period as mutually agreed between the Parties (“Settlement Period”) pursuant to the above sub-clause, the Parties shall be entitled to resolve the Dispute in accordance with the procedure hereunder.

In the event that the Dispute is resolved within the Settlement Period, any settlement shall be recorded in writing and signed by the authorized representative of each Party in dispute.

Nothing in this Clause shall prevent a Party in dispute from making any application for injunctive relief if it considers necessary to protect its position.

Each Dispute that is not amicably resolved between the Parties pursuant to the sub-clauses above shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”)in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause:

a.       The seat of the arbitration shall be Singapore.

b.       The arbitral tribunal shall consist of one (1) arbitrator.

c.       The language of the arbitration shall be the English language.

The Parties further agree that following the commencement of the arbitration, they will attempt in good faith to resolve the Dispute through mediation at the Singapore International Mediation Centre (“SIMC”), in accordance with the “SIAC-SIMC Arb-Med-Arb Protocol” for the time being in force. Any settlement reached in the course of the mediation shall be referred to the arbitral tribunal appointed by SIAC and may be made a consent award on agreed terms.

In respect of any court proceedings in Singapore commenced under the International Arbitration Act 1994 in relation to the arbitration, the parties agree (i) to commence such proceedings before the Singapore International Commercial Court(“the SICC”); and (ii) in any event, that such proceedings shall be heard and adjudicated by the SICC.

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Definitions and legal references

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the legally binding or contractual relationship between the Owner and the User, reflected in this document.

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