1. Acceptance of Terms.
1.1 Oze, Inc. (“Company” or “we”) provides its Service (as defined below) to you through its web site located at www.getoze.com (https://www.getoze.com) or www.oze.guru (http://www.oze.guru) (the “Site”), subject to this Terms of Service agreement (“TOS”). By accepting this TOS or by accessing or using the Service or Site, you acknowledge that you have read, understood, and agree to be bound by this TOS. If you are entering into this TOS on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this TOS, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with this TOS, you must not accept this TOS and may not use the Service.
1.2 Company may change this TOS from time to time by providing thirty (30) days prior notice either by emailing the email address associated with your account or by posting a notice on the Site. You can review the most current version of this TOS at any time at www.getoze.com/terms-of-service (https://www.getoze.com/terms-of-service). The revised terms and conditions will become effective thirty (30) days after we post or send you notice of such changes, and if you use the Service after that date, your use will constitute acceptance of the revised terms and conditions. If any change to this TOS is not acceptable to you, your only remedy is to stop using the Services and send a cancellation email to email@example.com (firstname.lastname@example.org).
1.3 As part of the registration process, you will identify an administrative user name or phone number and password for your account (“Account”). You may use the administrative user name and password to create standard users (each with a user password) up to the maximum number permitted in your paid plan. Once you have subscribed to a plan, your account will be debited automatically each month, each quarter, each six months, or each year as per your plan based on the day that you subscribed.
2. Description of Service.
2.1 The “Service” means the Company’s services and related content made available through the Site, and the Company’s mobile applications and related technologies, including all Software (as defined below), data, reports, text, images, sounds, video, and content made available through any of the foregoing (collectively referred to as the “Content”). Any new features added to or augmenting the Service are also subject to this TOS.
2.2. Sending and Receiving Money. As part of the Service you may (a) receive or make payments for the sale of goods and services; and (b) transfer money to other users (“Users”).
(a) Sending and Requesting Money.
You can send money to or request money from an individual or entity, even if they don’t have a Company account at the time you send the payment, using most of the transfer methods available on your mobile phone. If the recipient does not have a Company account, they can claim the payment by opening a Company account. If they don’t claim any money sent within 30 days of the date it is sent, the payment will be canceled and any money (including any fees you were charged) will be sent back to you. You understand that when you initiate a payment, you will have no ability to stop it.
If you plan to use your account to receive payments for goods or services, you must ask your buyer to identify that their payment is for goods and services. You may request money from another User; provided that Company does not guarantee that you will receive money from other Users by sending a payment request, or that you will receive the amount that you request. Neither Company nor the applicable financial institutions accept responsibility if the other User rejects or ignores your request or sends you an amount that is less than you request.
You agree to indemnify, defend and hold harmless Company, its owners, directors, officers, agents and all applicable financial institutions from and against all claims, losses, penalties, expenses, damages and costs (including reasonable attorneys’ fees), in connection with any transfer, payment or request for money that you initiate.
You agree to receive money requests from others and to only send requests for legitimate and lawful purposes. Requests for money are solely between the sender and recipient and may not be reviewed or verified by the Company or the financial institutions. Neither Company nor the financial institutions assume responsibility for the accuracy or legality of such requests and do not act as a debt collector on your behalf or on behalf of the sender of a request for money.
The transfer of money that you send or receive by using the Service is also subject to the terms and conditions of your account agreement with your financial institution. We reserve the right, but assume no obligation, to terminate your ability to send requests for money in general, or to specific recipients, if we deem such requests to be potentially unlawful, abusive, offensive or unwelcome by the recipient.
Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, that may be assessed by any jurisdiction. It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, including transactions through the Services, and it is solely your responsibility to assess, collect, report and remit the correct taxes to the appropriate authority. Company is not responsible for determining whether any taxes apply to your transaction, or for calculating, collecting, reporting or remitting taxes arising from any transaction.
(b) Payment Methods.
You can manage linked payment methods in your account settings. We may set limits on your bank transfers, and you can view bank transfer limits on the settings page; however, certain limits required by regulators and not posted to your settings page may be applied to your account. The fees applicable to transferring money can be found on the pricing page. Fees and limits may change from time to time in our sole discretion.
(c) Transaction Errors and Liability.
Company does not transfer the money. All money will be transferred by a third-party payment service provider. The transfer of money that you send or receive by using the Service is also subject to the terms and conditions of your account agreement with your financial institution and the third-party payment service provider.
Neither Company nor the applicable financial institutions will have any liability for any transfers of money, including (i) any failure to complete a transaction in the correct amount, or (ii) any related losses, expenses, or damages.
Neither Company nor the applicable financial institutions will be liable for any typos or keystroke errors made when using the Service. YOU UNDERSTAND AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ENTERING THE CORRECT MOBILE PHONE NUMBER OR EMAIL ADDRESS FOR THE PERSON OR ENTITY THAT YOU ARE REQUESTING MONEY FROM OR SENDING MONEY TO, AND THAT YOU, NOT COMPANY OR THE APPLICABLE FINANCIAL INSTITUTIONS, ARE RESPONSIBLE FOR ANY AMOUNTS THAT ARE TRANSFERRED TO THE INCORRECT PERSON AS A RESULT OF YOU ENTERING THE INCORRECT MOBILE NUMBER OR EMAIL ADDRESS.
You acknowledge and agree that neither Company nor the applicable financial institutions will have any liability for your failure to comply with these TOS or your account agreement with your financial institution.
YOU SHOULD NOT USE THE SERVICE TO SEND MONEY TO PERSONS OR ENTITIES WITH WHOM YOU ARE NOT FAMILIAR OR YOU DO NOT TRUST. COMPANY DOES NOT OFFER A PROTECTION PROGRAM FOR AUTHORIZED PAYMENTS MADE WITH THE SERVICE (FOR EXAMPLE, IF YOU DO NOT RECEIVE THE GOODS OR SERVICES THAT YOU PAID FOR, OR THE GOODS OR SERVICES THAT YOU RECEIVED ARE DAMAGED OR ARE OTHERWISE NOT WHAT YOU EXPECTED).
If you have a question about a transfer that you received or expected to receive, then you should contact the sender first and attempt to resolve the issue. ALL QUESTIONS ABOUT TRANSFERS THAT YOU INITIATED USING THE SERVICE SHOULD FIRST BE DIRECTED TO COMPANY AND THEN TO THE FINANCIAL INSTITUTION WHERE YOU HAVE YOUR ACCOUNT.
We will not send you a periodic statement listing transfers facilitated through the Company. Those transfers will appear only on the statement issued by your financial institution. PLEASE RETAIN RECORDS RELATED TO YOUR USE OF THE SERVICE AND CROSS REFERENCE THEM AGAINST YOUR FINANCIAL INSTITUTION STATEMENT.
In case of errors or questions about your transactions facilitated through Company, please contact us by telephone at +233 54 575 0467 / +234 913 000 0118 or by e-mail at email@example.com; or promptly write us at F 175/4 Oshie Street, Osu, Ako-Adjei, Accra, Ghana. You must notify us no later than 90 days after you received the first statement or receipt upon which the problem or error appeared.
2.3 Loan Products and Services
As part of the Services, you may submit a loan application and/or provide other documentation to a financial institution in connection with an application for a loan. By submitting a loan application, you certify that:
Company does not endorse any particular financial institution or loan or other product. Since everyone’s financial circumstances are different you should make your own determination of which financial institution, if any, you wish to work with, and which available loan or other product is most appropriate to your particular circumstances. Company does not guarantee that you will be offered a loan or other product with satisfactory rates or terms, or receive a loan from a financial institution.
By submitting a loan application, you grant us the right to provide your information to any financial institutions that you seek to submit a loan application to. Although we work with Financial Institutions experienced in working with consumers who have a variety of credit histories, if you have credit problems it is less likely that you will be offered any particular product, or if you are, that it will be offered with rates or terms you will find satisfactory. Rates and terms offered by the financial Institutions are determined solely by each individual financial institution and will likely vary depending on your particular credit history and other circumstances.
2.4 E-Commerce Services
(a) As part of the Services, you may create an e-commerce store that your customers may directly access via a URL (“Shop”). You acknowledge and agree to provide public-facing contact information, a refund policy and order fulfillment timelines on your Shop, as required by the Company.
(b) You acknowledge and agree that the Service is not a marketplace, and any contract of sale made through the Service is directly between you and your customer. You are the seller of record for all items you sell through the Service. You are responsible for the creation and operation of your Shop, Your Content (as defined below), the goods and services that you may sell through the Service, and all aspects of the transactions between you and your customer(s). This includes, but is not limited to, authorizing the charge to the customer in respect of the customer’s purchase, refunds, returns, fulfilling any sales or customer service, delivery, fraudulent transactions, required legal disclosures, regulatory compliance, alleged or actual violation of applicable laws (including but not limited to consumer protection laws in any jurisdiction where you offer products or services for sale), or your breach of this TOS. You represent and warrant that your Shop, Your Content and the goods and services you sell through the Service will be true, accurate, and complete, and will not violate any applicable laws, regulations or rights of third parties. For the avoidance of doubt, Company will not be the seller or merchant of record and will have no responsibility for your Shop or items sold to customers through the Service.
(c) You are solely responsible for the goods or services that you may sell through the Service (including description, price, fees, delivery, tax that you calculate, defects, required legal disclosures, regulatory compliance, offers or promotional content), including compliance with any applicable laws or regulations. Company does not take ownership of or title to your goods or services that you may sell through the Service at any point. To the extent logistics are provided by a third party logistics company, such third party logistics company’s terms and conditions apply to your use of its services. YOU UNDERSTAND AND AGREE THAT COMPANY IS NOT LIABLE TO YOU, YOUR CUSTOMER OR ANY OTHER THIRD PARTY FOR ANY LOSS OR DAMAGE THAT MAY RESULT FROM THE SHIPPING OF YOUR GOODS OR SERVICES OR ON-TIME DELIVERY THEREOF.
(d) You may not use the Service, including sell any good or service through the Service, for any illegal or unauthorized purpose, nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your customer’s jurisdiction, or the laws of the State of Delaware. You will comply with all applicable laws, rules and regulations (including but not limited to obtaining and complying with the requirements of any license or permit that may be necessary to operate your Shop or that may be held by you) in your use of the Service and your performance of obligations under this TOS.
2.5 General Conditions / Access and Use of the Service / Intellectual Property.
(a) Subject to the terms and conditions of this TOS, you may access and use the Service only for lawful purposes. All rights, title and interest in and to the Service or distributed in connection therewith are the property of the Company, its affiliates, and its licensors and will remain with and belong exclusively to Company. You shall not (a) copy, modify, frame, scrape, sublicense, resell, rent, lease, loan, distribute, transfer, assign, time share, create derivative works or otherwise commercially exploit or make the Service available to any third party (except that the foregoing does not apply to Your Content (as defined below)); (b) use the Service in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Service or its components, or (c) modify, adapt or hack the Service to, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks. You shall comply with any codes of conduct, policies or other notices Company provides you or publishes in connection with the Service, and you shall promptly notify Company if you learn of a security breach related to the Service. You agree that you will not use the Service to request, send or receive money related to any of the following:
(b) Any software, including the mobile applications, tools and any updated or new features, functionality and technology, that may be made available by Company in connection with the Service (“Software”) contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the terms and conditions of this TOS, Company hereby grants you a limited, non-transferable, non-sublicensable and non-exclusive right and license to (a) install the mobile applications on one mobile device and (b) use the mobile applications for your own personal use solely to access and use the Service . You shall not (and shall not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code or sell, assign, sublicense or otherwise transfer any right in any Software. You agree not to access the Service by any means other than through the interface that is provided by the Company for use in accessing the Service. Any rights not expressly granted herein are reserved by Company and no license or right to use any trademark of Company or any third party is granted to you in connection with the Service. You acknowledge and agree that the Service may contain Content that is protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by Company, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you upload to or make available through the Service in accordance with these Terms of Service. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited.
(c) You are solely responsible for all code, video, images, software, music, sound, photographs, graphics, messages, data, information, text, and other materials or content that you upload, post, deliver, provide or otherwise transmit or store (hereafter “post(ing)”) in connection with or relating to the Service (“Your Content”). For every receipt, invoice, message, or social media post sent or shared outside of your organization via the Services, you acknowledge and agree that Company shall have the right to automatically add an identifying footer in accordance with our standard policies then in effect. You agree to cooperate with and provide reasonable assistance to the Company in promoting and advertising the Services. You hereby grant Company and its affiliates, successors and assigns a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual, and irrevocable license to copy, display, upload, perform, distribute, store, modify, and otherwise use Your Content in connection with the operation of the Service and the promotion, advertising or marketing of the foregoing in any form, medium or technology now known or later developed. You assume all risks associated with Your Content and the transmission of Your Content, and you have sole responsibility for the accuracy, quality, legality and appropriateness of Your Content. To decline Company this right to use your name and/or company name as a reference for marketing or promotional purposes you need to email firstname.lastname@example.org (email@example.com) stating that you do not wish to be used as a reference.
(d) You are responsible for maintaining the confidentiality of your login, password and account and for all activities that occur under your Account (s). Company reserves the right to access your account in order to respond to your requests for technical support. Company has the right, but not the obligation, to monitor the Service, Content, or Your Content. You further agree that Company may remove or disable any Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all.
(e) You understand that the operation of the Service, including Your Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to Company’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. Company will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content.
(f) You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone service (collectively, “Equipment”). You shall be responsible for ensuring that such Equipment is compatible with the Services (and, to the extent applicable, the Software) and complies with all configurations and specifications set forth in Company’s published policies then in effect. You shall also be responsible for maintaining the security of the Equipment, your Account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your Account or the Equipment with or without your knowledge or consent.
(g) The failure of the Company to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. You acknowledge that this TOS is a contract between you and Company, even though it is electronic and is not physically signed by you and Company, and it governs your use of the Service.
(h) Subject to the terms hereof, Company may (but has no obligation to) provide technical support services, through email in accordance with our standard practice.
(j) Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Service (“Submissions”), provided by you to Company are non-confidential and Company will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.
(k) The Software may contain or be provided together with open source software. Each item of open source software is subject to its own license terms, which can be found at: https://getoze.com/open-source-attribution/ // in the Software documentation or the applicable settings, help, legal, notice, or about menu or source files. If required by any license for particular open source software, Company makes such open source software, and Company’s modifications to that open source software (if any), available by written request to firstname.lastname@example.org. Copyrights to the open source software are held by the respective copyright holders indicated therein.
2.6 Third-Party Distribution Channels. Company offers Software that may be made available through the Apple App Store, the Google Play Store, or other distribution channels (“Distribution Channels”). If you obtain such Software through a Distribution Channel, you may be subject to additional terms of the Distribution Channel. These Terms of Service are between you and us only, and not with the Distribution Channel. To the extent that you utilize any other third-party products and services in connection with your use of the Service, you agree to comply with all applicable terms of any agreement for such third-party products and services.
(a) With respect to mobile applications that are made available for your use in connection with an Apple-branded product (the “Apple-Enabled Software”), in addition to the other terms and conditions set forth in this TOS, the following terms and conditions apply:
(b) The following applies to any mobile application you download from the Google Play Store (“Google-Sourced Software”): (a) you acknowledge that this TOS is between you and Company only, and not with Google, Inc. (“Google”); (b) your use of Google-Sourced Software must comply with Google’s then-current Google Play Terms of Service; (c) Google is only a provider of Google Play where you obtained the Google-Sourced Software; (d) Company, and not Google, is solely responsible for Company’s Google-Sourced Software; (e) Google has no obligation or liability to you with respect to Google-Sourced Software or this TOS; and (f) you acknowledge and agree that Google is a third-party beneficiary to this TOS as it relates to Company’s Google-Sourced Software.
4. Payment. To the extent the Service or any portion thereof is made available for any fee, you will be required to select a payment plan and provide Company information regarding your credit card or other payment instrument. You represent and warrant to Company that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Company the amount that is specified in the payment plan in accordance with the terms of such plan and this TOS. You hereby authorize Company to bill your payment instrument in advance on a periodic basis in accordance with the terms of the applicable payment plan until you terminate your account, and you further agree to pay any charges so incurred. If you dispute any charges you must let Company know within sixty (60) days after the date that Company invoices you. We reserve the right to change Company’s prices. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice, or the Services may be terminated. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection.
5. Representations and Warranties. You represent and warrant to Company that (i) you have full power and authority to enter into this TOS; (ii) you own all Your Content or have obtained all permissions, releases, rights or licenses required to engage in your posting and other activities (and allow Company to perform its obligations) in connection with the Services without obtaining any further releases or consents; (iii) Your Content and other activities in connection with the Service, and Company’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and (iv) you are eighteen (18) years of age or older.
6. Termination. You have the right to terminate your account at any time by sending a cancellation request to email@example.com (firstname.lastname@example.org). Subject to earlier termination as provided below, Company may terminate your Account and this TOS at any time by providing thirty (30) days prior notice to the administrative email address associated with your Account. In addition to any other remedies we may have, Company may also terminate this TOS upon thirty (30) days’ notice (or ten (10) days in the case of nonpayment), if you breach any of the terms or conditions of this TOS. Company reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof). All of Your Content on the Service (if any) may be permanently deleted by Company upon any termination of your account in its sole discretion. If Company terminates your account without cause and you have signed up for a fee-bearing service, Company will refund the pro-rated, unearned portion of any amount that you have prepaid to Company for such Service. However, all accrued rights to payment and the terms of Section 5-12 shall survive termination of this TOS.
7. DISCLAIMER OF WARRANTIES. The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond our reasonable control, but Company shall use reasonable efforts to do scheduled maintenance during non-business hours and may provide advance notice in writing or by email of any scheduled service disruption. HOWEVER, THE SERVICE, INCLUDING THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM COMPANY OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.
8. LIMITATION OF LIABILITY.
8.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS.
8.2 Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, COMPANY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
9. Indemnification. You shall defend, indemnify, and hold harmless Company, its affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the “Company Parties”) from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this TOS, any of Your Content, or your other access, contribution to, use or misuse of the Service. Company shall provide notice to you of any such claim, suit or demand. Company reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Company’s defense of such matter. You may not settle or compromise any claim against the Company Parties without Company’s written consent.
10. Assignment. You may not assign this TOS without the prior written consent of Company, but Company may assign or transfer this TOS, in whole or in part, without restriction.
11. Miscellaneous. If any provision of this TOS is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this TOS will otherwise remain in full force and effect and enforceable. Both parties agree that this TOS, is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this TOS, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this TOS and you do not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this TOS, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this TOS will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
12. Governing Law. This TOS shall be governed by the laws of the State of Massachusetts without regard to the principles of conflicts of law. Unless otherwise elected by Company in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of Massachusetts for the purpose of resolving any dispute relating to your access to or use of the Service.
13. DMCA. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. Company will promptly process and investigate notices of alleged infringement and will take appropriate actions under the DMCA and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to us by email at email@example.com (firstname.lastname@example.org) (subject line: “DMCA” Takedown Request”).
Notice: To be effective, the notification must be in writing and contain the following information:
Counter-Notice: If you believe that the relevant Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use such Content, you may send a written counter-notice containing the following information to the Copyright Agent:
If a counter-notice is received by the Copyright Agent, Company will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Company’s sole discretion.
Repeat Infringer Policy: In accordance with the DMCA and other applicable law, Company has adopted a policy of terminating, in appropriate circumstances and at Company ‘s sole discretion, members who are deemed to be repeat infringers. Company may also at its sole discretion limit access to the Site and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.