Terms & Conditions of VYKIX
These Terms and Conditions (the “Terms”) constitute a legal agreement between you and VYKIX, Minho province, Guimarães, Portugal (“VYKIX“, “we”, “our” or “us”) governing the use of our website and Services (collectively, “Platform”). The terms “you”, “your”, “User” or “customer” shall refer to any individual or entity who accepts this Agreement, has access to your account or uses the Services.
1.1. The provisions set out in these Terms govern your access to and your use of our Platform and shall constitute a legally binding agreement between you and us. We may change such terms from time to time and shall notify you accordingly if we do. If you do not agree to such terms, you must not use our Platform.
1.2. Subject to you agreeing to abide by these Terms, we hereby grant to you a revocable, non-exclusive and non-transferable license to use our Platform on these Terms.
1.3. By registering for an Account, which involves providing us with certain mandatory and voluntary information as required for a successful registration and using our Platform, you agree and acknowledge that:
1.3.1. You have read the terms set out in these Terms and agree to be bound by and comply with them; and
1.3.2. You shall ensure that all Users of your Account abide by these Terms.
1.4. You are responsible for maintaining the confidentiality of your Account and you are responsible for all activities that occur under your Account. You agree that all actions carried out by any person through your Account shall be deemed to be an act carried out by you, and you shall ensure that all persons who have access to and use your Account are authorized to do so. We are not responsible for any loss, damage or liabilities arising as a result of or in connection with the wrongful, fraudulent or illegal use of your Account.
1.5. We reserve the right to, without any notice, explanation, or liability and in our sole discretion, refuse to allow you or suspend your access to our Platform or your Account at any time, or remove or edit content (including content submitted by you) on our Platform or on any of our affiliated Platforms (including social media pages).
1.6. We reserve the right to change, modify, suspend, or discontinue any portion of the Services or any other products, services, affiliated Platforms (including social media pages) and/or other software provided by us in connection with any of the foregoing at any time. You agree that access to or operation of any of the foregoing may from time to time be interrupted or encounter technical difficulties.
1.7. Save to the extent permitted by us in writing, you are not permitted to use, or submit any content to, our Platform or any of our affiliated Platforms to advertise, promote or market any products or services of any third party or yourself.
2.1. This Site and the Services are available only to individuals or entities (“Users”) who can form legally binding contracts under applicable law. By using this Site or the Services, you represent and warrant that you are (i) at least eighteen (18) years of age, (ii) otherwise recognised as being able to form legally binding contracts under applicable law, or (iii) are not a person barred from purchasing or receiving the Services.
2.2. If you are entering into this Agreement on behalf of a corporate entity, you represent and warrant that you have the legal authority to bind such corporate entity to the terms and conditions contained in this Agreement, If, after your electronic acceptance of this Agreement, VYKIX finds that you do not have the legal authority to bind such corporate entity, you will be personally responsible for the obligations contained in this Agreement, including, but not limited to, the payment obligations. VYKIX shall not be liable for any loss or damage resulting from VYKIX reliance on any instruction, notice, document or communication reasonably believed by VYKIX to be genuine and originating from an authorized representative of your corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, VYKIX reserves the right (but undertakes no duty) to require additional authentication from you. You further agree to be bound by the terms of this Agreement for transactions entered into by you, anyone acting as your agent and anyone who uses your account or the Services, whether or not authorized by you.
2.3. You can only place an order for the services once you have successfully registered an account with us. An account will be automatically registered from the details you supply when creating your first order with us. Information that you provide while registering an account with us must be complete and accurate. You agree that we may block access to your account and the services we supply if we reasonably believe that the information you have supplied is inaccurate.
2.4. You will only be allowed to submit an order once you have registered a payment method on your account.
2.5. You can view copies of the invoices we have sent you and details of what you have purchased from our Platform by logging into your account.
2.6. After placing an order, you will receive an e-mail from us accepting your order and, if appropriate, letting you know that the service you have purchased has been activated (“acceptance confirmation”). Your order constitutes an offer to us to buy our services and all orders are subject to acceptance by us. The contract between us (“contract”) will only be formed when we send you the acceptance confirmation. We may also decline your order for the services for any reason, in which case we will tell you so.
3. Subscription Payment and Refunds
3.1. Some Services may require payment of subscription fees and/or other ad-hoc or ancillary fees before you can access or use them (“Fees”). These Fees will be notified to you through our Platform.
3.2. If you purchase a recurring subscription from us, the subscription period for your Account shall be renewed automatically at the expiry of each subscription period, until terminated successfully through our Platform. By purchasing the recurring subscription, you authorise us or our related corporations to automatically charge the Fees:
3.2.1. upon the commencement of your first subscription period, upon expiration of any applicable trial period or at a date otherwise indicated by us; and
3.2.2. On the renewal date of the subscription period thereafter, without any further action by you.
3.3. Any Fees due in relation to your Account must be paid by their due date for payment, as notified to you through our Platform or otherwise. Failure to make timely payment of the Fees may result in the suspension or termination of your access to your Account and/or our Platform or any of the Services.
3.4. Our Fees may be amended from time to time at our discretion. We will provide you reasonably advanced written notice of any amendment of recurring Fees. Your continued use of a recurring subscription will constitute acceptance of the amended Fees.
3.5. You shall be responsible for any applicable taxes (including any goods and services tax) under these Terms.
3.6. All payments shall be made by using the payment methods specified by us from time to time.
You acknowledge and agree that you are subject to the applicable user agreement of any third-party payment methods. We shall not be liable for any failure, disruption or error in connection with your chosen payment method. We reserve the right at any time to modify or discontinue, temporarily or permanently, any payment method without notice to you or giving any reason.
3.7. We must receive payment in full no later than the day on which such payment is required to be paid in immediately available and freely transferable funds, without any restriction, condition, withholding, deduction, set-off or counterclaim whatsoever.
3.8. Unless otherwise notified in writing by us, termination of your Account for any reason whatsoever shall not entitle you to any refund of the Fees. If you cancel your subscription to our Platform, you may continue to access your Account until the expiry of the subscription period in which the cancellation occurred.
4. Minimum Term
4.1. Our Bare Metal Dedicated Server Groups entail an optional minimum term subscription package (6 Month Commitment). The minimum term is 6-month (the “Minimum Term”) and outlined during the Order Process. Following the expiry of the Minimum Term, the subscription converts to a rolling one-month subscription thereafter.
4.2. Upgrades or Downgrade during Minimum Term In the event that you upgrade/downgrade from one Service as specified on Your Order Process to another Service or charging option, the Charges for the higher/lower option (as applicable) will apply with immediate effect. You will be given a new Minimum Term which will take effect from the date the upgrade/downgrade is applied and in the case of a downgrade a downgrade fee of up to 60% of the initial service fee may apply where relevant. You will be advised of any applicable downgrade fee by us on Your request to downgrade Your Service to another Service or charging option.
5. Cancellation Policy
5.1. Cooling Off/ Right to Cancel
5.1.1. In accordance with Directive 2011/83/EU, you have the right to cancel your contract within fourteen days after the conclusion of the contract without providing any reasons.
5.1.2. To exercise your right to cancel your contract, you are required to notify us, by means of a clear declaration (e.g. a letter sent by mail, email or via your account) of your decision to cancel your contract.
5.1.3. You are free to use the EU's Model withdrawal form template or any other format. However, it is sufficient to send a clearly worded notification that you wish to exercise your right of cancellation before the cancellation deadline.
5.1.4. If you cancel your contract, we will immediately or at the latest fourteen days from the date of our receiving the notice of cancellation of your contract, refund all payments we have received from you with the exception of any transaction Costs. This refund will use the same means of payment that you have used in the original transaction, unless we mutually agree otherwise. Under no circumstances is the Customer charged any fees for this refund.
5.1.5. If you have already begun using our services at the time of cancellation, we will deduct from the refund the corresponding amount of the days used on our services.
5.2. Cancellation after Cooling Off
5.2.1. The provision of the Services will remain in effect until cancelled.
5.2.2. You are entitled to cancel the Services by contacting us no less than 1 working day prior to the renewal date for your Services.
5.2.3. You may cancel your contract with us, through your Account, by letter and email. Once we accept your cancellation request, you will be provided with written confirmation of cancellation.
5.2.4. Cancellation requests by letter and email need to be received at least three working days prior to your renewal date.
5.2.5. Cancellation requests will not be deemed to have been received and accepted until We have issued our written confirmation to you.
5.2.6. We reserve the right to cancel and/or withdraw Your Service at any time without reason by providing you 30 days written notice.
5.2.7. If we choose to cancel the services, we provide to you for any reason other than a breach of the terms of this agreement by you, we will refund you on a pro rata basis.
5.2.8. In the event that services are suspended temporarily or that any features, applications, scripts or programs are deactivated in order to ensure the stable operation and integrity of the services you will not be entitled to a refund.
6. Pricing and Chargebacks
6.1. We reserve the right to update the prices of our services/products displayed on our website at any time without notice. Our prices change frequently, and it is the customer's responsibility to check them carefully regularly and before placing an order.
6.1.1. If a customer has an active service and is paying more than the currently displayed price, it can be corrected by opening a ticket in our client area.
6.1.2. We will notify customers at least two months in advance of any planned price increases for our services.
6.1.3. This notification will be sent via email to the address on file for the customer's account. It is the responsibility of the customer to ensure that their contact information is up to date and to check their emails regularly. Customers who do not wish to continue their service at the new price may cancel at any time before the price increase takes effect.
6.1.4. You agree to contact VYKIX prior to raising a request for a chargeback or any dispute with your bank or card issuer in relation to any Transaction. If you make a payment through VYKIX, and later dispute a legitimate charge by raising a chargeback without merit or legitimate reason (as determined at our sole discretion), whether fraudulently or otherwise, then we reserve the right to blacklist you by providing compelling evidence to refute your invalid chargeback request and or pursue legal action as the case may be.
7. Account Suspension and Termination
7.1. Subject to subclause 3.3, the following applies:
7.1.1. If an invoice is not paid 1 days after the due date (on all our services), the account will be suspended, and the specific services will be taken offline.
7.1.2. The invoice is updated and re-sent and incurs interest based on 5% plus the Banco de Portugal base rate; and
7.1.3. If an invoice is not paid 2 days after the due date, the services will be automatically terminated, and their backups will be deleted permanently.
7.2. VYKIX reserves the right, at its sole discretion, to suspend or delete at any time and without notice, user accounts which it deems inappropriate, offensive or in violation of these terms.
7.3. We will determine, in our discretion, whether there has been a breach of our acceptable use requirements through your use of our Platform. When a breach of this agreement has occurred, we may take such action as we deem appropriate.
7.4. Failure to comply with this acceptable use policy constitutes a material breach of these Terms and Conditions upon which you are permitted to use our Platform, and may result in our taking all or any of the following actions:
7.4.1. Immediate temporary or permanent withdrawal of your right to use our Platform;
7.4.2. Immediate temporary or permanent removal of any Services rendered;
7.4.3. Issuance of a warning to you;
7.4.4. Legal proceedings against you for reimbursement of all costs on an indemnity basis (including but not limited to reasonable administrative and legal costs) resulting from the breach;
7.4.5. Further legal action against you; and/or
7.4.6. Disclosure of such information to law enforcement authorities as we reasonably feel is necessary.
7.5. We exclude liability for actions taken in response to breaches of this acceptable use policy.
The responses described in this policy are not limited, and we may take any other action we reasonably deem appropriate.
8. Uploading Content
8.1. You irrevocably and unconditionally represent and warrant that any of your content uploaded to our Platform complies with any applicable laws.
8.2. You are fully responsible for your content uploaded to our Platform. We will not be responsible, or liable to any third party, for:
8.2.1. The content or accuracy of any content or data uploaded by you, by us on your behalf, or any other user of our Platform; or
8.2.2. The loss of any content or data provided to us by you. You should keep a record of all such content and data.
8.3. We will only use the content uploaded by you for the purposes of carrying out the Services, carrying out our obligations in this Agreement and any other purpose expressly set out in this Agreement or otherwise agreed between us. We will not otherwise disclose or distribute the content uploaded by you, save for when required by law, a court of competent jurisdiction or any governmental or regulatory authority.
8.4. We may use the content uploaded by you for the purpose of data analytics or to implement artificial intelligence or machine learning. Any such content shall be anonymized and used only for the purposes of improving the Services and our response to users of the Platform.
8.5. We have the right to disclose your identity to any third party claiming that any content posted or uploaded by you to our Platform constitutes a violation of their rights under applicable law.
8.6. We have the right to delete any content uploaded to our Platform if, in our opinion, it does not comply with the content standards set out.
9. Prohibited uses and Acceptable use
9.1. You may use our Platform only for lawful purposes. You may not use our Platform:
9.1.1. In any way that breaches any applicable local or international laws or regulations;
9.1.2. In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
9.1.3. To send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards as set out in our prevailing terms and conditions as amended from time to time; and
9.1.4. To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, DDoS, port-scan, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
9.1.5. Any tunneling or VPN's to resell VYKIX bandwidth and/or protection, as well as creating tunnels (GRE,IPIP,WG etc...) to other providers with the express purpose of providing remote DDoS protection.
9.2. You also agree:
9.2.1. Not to reproduce, duplicate, copy or re-sell any part of our Platform and Services in contravention of the provisions of our Terms; and
9.2.2. Not to access without authority, interfere with, damage or disrupt:
9.2.3. Any part of our Platform;
9.2.4. Any equipment or network on which our Platform is stored;
9.2.5. Any software used in the provision of our Platform; or
9.2.6. Any equipment or network or software owned or used by any third party.
9.2.7. Not to under/overclock, or otherwise modify BIOS of the servers.
9.2.8. Not to mine or run any stress-test service such as Prime95 24/7.
9.3. Any actions contravening the foregoing will result in the immediate suspension and termination of this agreement and claims for damages and costs of repair if our servers are damaged due to your actions.
10.1. Except as expressly set out in this Agreement or as permitted by any applicable law, you undertake:
10.1.1. Not to reproduce, copy, modify, adapt, translate, publish, display, communicate, transmit, sell, exploit or use the whole or any part of any Service, our Platform or any of the contents therein for any commercial or other purposes;
10.1.2. Not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the source code of our Platform nor attempt to do any such thing, or to reproduce, display or otherwise provide access to the Services or any of the contents therein, including but not limited to framing, mirroring, linking, spidering, scraping or any other technological means;
10.1.3. Not to provide or otherwise make available our Platform in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person without prior written consent from us;
10.1.4. To include our copyright notice on all entire and partial copies you make of our Platform on any medium;
10.1.5. To comply with all applicable technology control or export laws and regulations; and
10.1.6. Not to disrupt, disable, or otherwise impair the proper working of the Services or our servers, such as through hacking, cyber-attacks (including but not limited to denial-of-service attacks), tampering or reprogramming.
10.1.7. Not to modify, alter, firmware adjusts, over or under/overclock, or make any changes to our equipment, servers, networks accessible to you through our services.
10.1.8. Not capture, maintain, scan, index, share or use information on the Services, or otherwise use any data or crypto-mining technology, for any non-authorized activity, and shall not permit its agents or subcontractors to do so.
11. Windows Licenses
11.1. You are prohibited from using non-activated Microsoft Windows services and all Windows operating systems must be activated and licensed accordingly.
11.2. You are entirely responsible for their service and any user found/reported using non-activated Microsoft Windows services will be immediately suspended and investigated by the relevant authorities and you will be liable for any upcoming damages.
12. Web Hosting
12.1. We do not:
12.1.1. Allow the hosting of illegal or nulled sites.
12.1.2. Allow Email spamming of any kind.
12.2. Your failure to comply with these requirements will result in your immediate suspension and termination of this agreement, without any refund due to you.
13. Game Servers
13.1. Depending on your selected plan your Game server will be equipped with the corresponding RAM.
13.1.1. You understand and acknowledge that:
220.127.116.11. The full amount of RAM chosen by you may not always be useable as factors such as active background processes and other usage such as certain plugins consume RAM capacity.
18.104.22.168. For our Game servers, unlimited slots do not necessarily mean that your service can handle unlimited players.
22.214.171.124. Your usage may be limited or suspended without warning if for example your use of our services causes other user’s issues. For example, excessive CPU/disk space usage.
126.96.36.199. Use of our services including but not limited to disk space and CPU usage is subject to our fair use rules.
188.8.131.52. Automatic backup plugins or use of plugins/mods which allow you to run multiple servers on the same service are not allowed.
184.108.40.206. Large folders logs, backups may be purged if other users are experience issues or distribution as a result of them.
13.1.2. The following amounts to Abuse and is strictly prohibited and will result in your immediate suspension and termination of this agreement, without any refund due to you.
220.127.116.11. Using plugins or files that increase your RAM allocation.
18.104.22.168. Excessively high CPU/disk space usage.
22.214.171.124. Excessively large files such as backups.
126.96.36.199. Attempting to gain unauthorized access.
188.8.131.52. Circumvention of RAM restriction.
184.108.40.206. Using a non-game server file.
220.127.116.11. Using your service to host non-game server-based services such as websites.
18.104.22.168. Plugins such as botnets, backup plugins.
14. Free Services
14.1. Web hosting package and Discord bot hosting package are provided free of charge for the duration of your subscription to our VDS or Gaming Bare Metal Dedicated Servers. Once you delete or cancel your subscription/contract/term the free services will end on the same day.
14.2. MySQL Services. As part of your subscription to any of our Game servers you are entitled to 1 free MySQL Database. Once you delete or cancel your subscription for a Game servers plan the free services will end on the same day. We are not liable for any data loss or data corruption that may occurs. You understand that the use of our MySQL Services is subject to our fair use rules and limited to 20GB. You accept that 20GB is the limit and that you may be unable to use all of the capacity as our Fairs Use rules may restrict you otherwise.
14.3. You may not use any of our free services for any other purpose than expressly provided by us.
14.4. You acknowledge that use of our Free Services is discretionary and that any abuse of our offers will result in the immediate suspension of our free services.
14.5. Use of Free Services is subject to the terms and conditions of this Agreement.
14.6. You agree that we, in our sole discretion and for any or no reason, may terminate your access to the Free Services or any part thereof.
14.7. You agree that any termination of your access to the Free Services may be without prior notice, and you agree that we will not be liable to you or any third party for such termination.
14.8. The free services are provided “as-is” without any warranty and we shall have no indemnification obligations nor liability of any type with respect to the free services unless such exclusion of liability is not enforceable under applicable law.
15. Intellectual Property Rights
15.1. You acknowledge that all intellectual property rights in our Platform anywhere in the world belong to us, that rights in our Platform are licensed (not sold) to you, and that you have no rights in, or to, our Platform other than the right to use them in accordance with these Terms.
15.2. Any intellectual property rights in content uploaded by you to our Platform shall continue to belong to you or their respective owners. You agree that you grant us a royalty free and non-exclusive license to use, reproduce, publish and display such intellectual property rights for the purposes of performing the Services, promotional purposes, internal administrative purposes and any other purposes set out in these Terms, including for the purpose of improving the Services and our responses to users of the Platform.
15.3. You acknowledge that you have no right to have access to our Platform in source code form.
15.4. Our status (and that of any identified contributors) as the authors of content on our Platform must always be acknowledged.
15.5. You must not use any part of the content on our Platform for commercial purposes not specified on our Platform without obtaining a license to do so from us or our licensors.
16.1. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Platform ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.
16.2. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
18. User Data
18. We will maintain certain data that you transmit to the Platform for the purpose of managing the Platform, as well as data relating to your use of the Platform. 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 Platform.
18. 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.
19. Modifications to Terms
19.1. VYKIX may modify these terms or any additional terms that apply to the Service to, for example, reflect changes to the law or changes to the Service. You should look at the terms regularly. VYKIX will post notice of modifications to these terms, or other policies referenced in these terms at the applicable URL for such policies.
19.2. Changes will not apply retroactively and will become effective no sooner than 14 days after they are posted. If You do not agree to the modified terms for the Service, you should discontinue your use of our Platform.
19.3. No amendment to or modification of this Agreement will be binding unless (a) in writing and signed by a duly authorized representative of VYKIX, (b) You accept updated terms online, or (c) You continue to use the Service after VYKIX has posted updates to the Agreement or to any policy governing the Service.
There may be information on the Platform that contains typographical errors, inaccuracies, or omissions that may relate to the Platform, 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 Platform at any time, without prior notice.
21. Availability of the Platform
21.1. The Platform is provided “as is” and on an “as available” basis. We give no warranty that the Service will be free of defects and / or faults. To the maximum extent permitted by the law we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility, and satisfactory quality.
21.2. VYKIX accepts no liability for any disruption or non-availability of the Platform resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.
22.1. VYKIX makes no warranty or representation that the Platform will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all systems, that it will be secure, and that all information provided will be accurate. We make no guarantee of any specific results from the use of our Service.
22.2. No part of this Platform is intended to constitute advice and the Content of this Platform should not be relied upon when making any decisions or taking any action of any kind.
22.3. We do not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Platform, any hyperlinked Platform, or any Platform 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.
22.4. 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.
23.1. While we make all efforts to maintain the accuracy of the information on our Platform, we provide the Services and all Related Content on an “as is” and “as available” basis, unless otherwise specified in writing. We make no representations or warranties of any kind, express or implied, as to the operation of any of the foregoing, unless otherwise specified in writing.
23.2. To the full extent permissible by law, we disclaim all warranties, express or implied, relating to our Platform or any Services, including but not limited to implied warranties of merchantability and fitness for a particular purpose. We do not warrant that the Services, the Related Content, or electronic communications sent by us are free of viruses or other harmful components.
24. Limitation of liability
24.1. We are not liable for the completeness, accuracy or correctness of any information uploaded on our Platform and any Related Content. You expressly agree that your use of the Services and our Platform is at your sole risk.
24.2. You agree not to use the Services and the Related Content for any re-sale purposes, and we have no liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms (including but not limited to the use of, or inability to use, the Services or any other Platform or software) for:
24.2.1. Loss of profits, sales, business, or revenue;
24.2.2. Business interruption;
24.2.3. Loss of anticipated savings;
24.2.4. Loss or corruption of data or information;
24.2.5. Loss of business opportunity, goodwill or reputation; or
24.2.6. Any other indirect or consequential loss or damage.
24.3. Nothing in these Terms shall limit or exclude our liability for:
24.3.1. Death or personal injury resulting from our negligence;
24.3.2. Fraud; and/or any other matter in respect of which we are prohibited under applicable law from limiting or excluding our liability.
24.4. These Terms set out the full extent of our obligations and liabilities in respect of the supply of the Services and our Platform. Except as expressly stated in these Terms, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Services and our Platform which might otherwise be implied into, or incorporated in, these Terms whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
You agree to indemnify and hold us, our related corporations, and our respective directors, officers, employees, agents and representatives, independent contractors, licensees, successors and assigns harmless from and against all claims, losses, expenses, damages and costs (including but not limited to direct, incidental, consequential, exemplary and indirect damages), and reasonable legal fees, resulting from or arising out of your act, default or omission, whether in your use of our Platform, Services, and/or any Platforms or software in relation thereto or otherwise, and whether in respect of your breach of these Terms or any laws or regulations or otherwise.
26. Events Outside of Our Control (Force Majeure)
We will not be liable for any failure or delay in performing our obligations under this agreement where that failure or delay results from any cause that is beyond our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism, acts of war, governmental action, epidemic or other natural disaster, or any other event that is beyond our reasonable control.
27. Dispute Resolution
27.1. The Parties shall attempt to resolve any dispute arising out of or relating to this Agreement through negotiations between their appointed representatives who have the authority to settle such disputes.
27.2. If negotiations do not resolve the matter within 15 business days of receipt of a written invitation to negotiate, the parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (“ADR”) procedure. If the ADR procedure does not resolve the matter within 15 business days of the initiation of that procedure, or if either Party will not participate in the ADR procedure, the dispute may be referred to arbitration by either Party.
27.3. The arbitration shall be governed by the Voluntary Arbitration Law 63/2011 of 14 December (VAL) as agreed between the Parties. In the event that the Parties are unable to agree on the arbitrator(s) or the Rules for Arbitration, either Party may, upon giving written notice to the other Party, apply to the President or Deputy President for the time being of the Chartered Institute of Arbitrators of Portugal for the appointment of an arbitrator or arbitrators and for any decision on rules that may be required.
27.4. The Parties hereby agree that the decision and outcome of the final method of dispute resolution under this Clause shall be final and binding on both Parties.
28. Other important terms
28.1. We may transfer our rights and obligations under these Terms to another organization, but this will not affect your rights or obligations under these Terms.
28.2. You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
28.3. No joint venture, partnership or agency or employment relationship has arisen by reason of these Terms.
28.4. These Terms and any document expressly referred to in it constitutes the entire agreement between us regarding their subject matter, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between us, whether written or oral, relating to that subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or any document expressly referred to in it. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms or any document expressly referred to in it.
28.5. If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
28.6. Each of the conditions of these Terms operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
28.7. This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of Portugal.
28.8. Subject to the Dispute Resolution provisions above, any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of Portugal.