LYMPO.IO TERMS AND CONDITIONS

Last updated: 20-04-2023

PLEASE READ THESE LYMPO.IO TERMS AND CONDITIONS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR USE OF LYMPO.IO PLATFORM. THESE TERMS AND CONDITIONS CONSTITUTES LEGALLY BINDING CONTRACT, THESE TERMS INCLUDE A BINDING ARBITRATION AGREEMENT.

THESE LYMPO.IO TERMS AND CONDITIONS (THE TERMS) SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS (CONTRACT), BETWEEN THE COMPANY (LATGALA OÜ) AND EACH REGISTERED OR UNREGISTERED USER, THAT GOVERN YOUR USE OF THE PLATFORM. BY ACCESSING OR USING THE PLATFORM YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT).

You (You, User or I) must read, agree to and accept all of the terms and conditions contained in these Terms to use the Platform, which is available through website https://lympo.io/ and any affiliated mobile websites and mobile applications, owned and/or operated by Us. If You do not agree to these Terms You shall stop using the Platform immediately.

In consideration of the foregoing You unconditionally accept and agree to these Terms in accordance with the terms and conditions provided below:

1. DEFINITIONS

1.1 Capitalized terms, which are not described separately, but are used in these Terms are provided below in the Appendix 1 (“Definitions”) of the Terms.

2. ACCEPTANCE AND APPLICATION OF THE TERMS

2.1. These Terms regulate terms and conditions of the usage and operation of the Platform, legal relationship between You and Us (the Company), acquisition of NFT, legal rights, legal obligations, remedies, limitation of liability, binding arbitration agreement and other matters stipulated in these Terms.

2.2. Please carefully review these Terms. By accessing and using the Platform, You are deemed to have read, accepted, executed and agreed to be bound by these Terms.

2.3. By accepting these Terms, the User agrees to comply with additional terms and conditions, e.g. privacy policy, cookie policy and other policies and documents, which may be obligatory for the use of the Platform and which are available at the website https://lympo.io/ (the Additional Policies).

2.4. The Company is entitled without any restrictions and approval of any User to unilaterally terminate, change, amend and supplement these Terms and any other Additional Policies. Any such changes will be effective upon the posting of the revised Terms and respectively Additional Policies on the Platform. The User is solely responsible for reviewing any such notice and the corresponding changes to the Terms and Additional Policies. Any and all modifications or changes to the Terms and Additional Policies will be effective immediately upon being announced on the Platform. In any case, use of the Platform shall be considered as acceptance of the amended Terms and Additional Policies.

3. DESCRIPTION OF THE PLATFORM

3.1. General Description

3.1.1. The Platform is NFT marketplace, which provides You with the opportunity to purchase (or as We call it, mint), showcase and transfer NFT (NFT definition is provided Appendix 1 “Definitions”).

3.1.2. In case of acquisition of NFT at the Platform, the Company is operating as the seller and the User is operating as the Buyer of respective NFT, in that respect the parties enter into binding and final agreement.

3.1.3. When acquiring SPORT tokens on the Platform, Swipelux acts as the third-party seller, and the User acts as the Buyer of the respective amount of SPORT tokens. As such, the User and Swipelux enter into a binding and final agreement. It is the User's sole responsibility to provide a valid WEB3 address to receive the SPORT tokens purchased from Swipelux. The Company assumes no responsibility or liability for any issues or disputes that may arise between the User and Swipelux, as Swipelux is a third-party seller and operates independently from the Company.

3.1.4. The Company at the Platform may provide additional functions, which are not described in these Terms, but constitutes part of the ecosystem of the Platform and these Terms shall be applicable thereto as well.

3.1.5. No communication or information provided to You by the Company in any manner is intended as, or shall be considered or construed as any advice or recommendation.

3.2. Acquisition of NFT

3.2.1. User willing to acquire NFT shall select a Pool, that the User wants to participate in. NFT provided in the respective Pool can represent real-life athletes as well as custom made athletes or other artificial characters (User shall make own analysis and check whether real life athlete or not is represented as it may not be explicitly indicated in the Platform). After joining a Pool User shall stake SPORT token in order to receive the Credits, that may be necessary to acquire the NFT, whereas Credits are used as the payment for NFT. When staking SPORT, Users temporarily sends and loses control over amount of staked SPORT by sending it to respective smart contract. User receives the amount of Credits under the formula established by the Company, which among other matters depends on the amount and time of SPORT staked. After the User receives Credits, then such User can use these Credits and purchase selected NFT. Limitations (minimum and maximum) amounts of SPORT, that can be staked in a single Pool, can be provided in the Platform. Eligible holder of LMT tokens can claim SPORT tokens in the Platform according to the defined distribution procedure.

3.2.2. Prices of NFT are indicated in the Platform in Credits and SPORT. In case, the Platform entitles the function, that NFT can be acquired by other means of payment than Credits, then such option will be indicated in the Platform and can be used by the entitled Users.

3.2.3. Credits can be used solely in the Platform and cannot be transferred outside the Platform. Credits cannot be converted into SPORT as well as cannot be sold for any cryptocurrency, fiat currency or otherwise exchanged except for use of acquisition of NFT, unless it would be otherwise explicitly indicated in the Platform.

3.2.4. Offers on the Platform made by the User to acquire respective NFT are legally binding, irrevocable offers to purchase the NFT. By making an offer, the User enter in binding agreement regarding acquisition of the NFT and, once approved by the Company (or as the case may be – by the smart contract), the agreement regarding NFT is executed at the moment or going to be executed in the future (depending on the case). Any offer made by the User shall be considered as final and correct, no offers made can be revoked or amended, unless otherwise indicated or allowed by the Company explicitly. In case of acquisition of NFT at the Platform, the Company is operating as the seller and the User is operating as the Buyer of respective NFT, in that respect the parties enter into binding and final agreement.

3.2.5. NFT provided for sale on the Platform, can be limited in numbers and time, when such NFT can be acquired. Numbers and offering time of particular NFTs are indicated in the Platform and varies.

3.2.6. Each User shall be aware, that any SPORT and/or NFT itself may be lost if sent to the wrong wallet or address (for example but without limitation, if the address is improperly formatted, contains errors or incompatible with SPORT or NFT). Therefore, Users when transferring any SPORT and/or NFT shall take all responsibility for indicating correct wallet for transferring and receiving and if failed to do so, they shall bear all loses and liability.

3.2.7. The Company does not undertake the obligation (though the Company has a non-binding right to do so) to organize, facilitate or engage otherwise ensuring secondary market and/or transfer of the NFT and/or SPORT, including listing on any type of exchange. However, the Users under their decision may be entitled to transfer the NFTs also to the Company’s partners (subject, that User is allowed to use partner’s platform and services), such as for example current partner OpenSea, where the User can try to sell NFT to third parties, also the Company will not restrict transfer of NFT to other third parties selected at User’s discretion (subject to that respective NFT is transferred to User’s own wallet outside the Platform before). The Company do not control in any way activities of its partners and therefore do not take any obligations, responsibilities and/or liability in that respect. Please note, that any other platforms, venues, applications and/or websites (e.g. OpenSea) whether partners of the Company or no, where NFT can be made available for sale, may collect fees from their users.

4. NFT AND RELATED RIGHTS, LIMITATION AND REPRESENTATIONS

4.1. Ownership of NFT, Limited License and Limitations

4.1.1. By owning an NFT, You own a cryptographic token – NFT, that is associated with the Work itself, but you do not acquire and own Work and rights related to or associated with it, including, but not limiting to ownership, intellectual property and other rights and interest to Work, excepting the limited license granted by these Terms to underlying Work (i.e. the NFT License as described below).

4.1.2. By acquiring any NFT on the Platform, you will be granted a licence to use, copy and display the Work underlying NFT for the purposes specified in the licence (the “NFT License”). Owning an NFT you might be subject to other restrictions and obligations that will be specified in the NFT License.

4.1.3. The User agrees and acknowledges that the lawful ownership, possession, and title to NFT is a necessary condition precedent to receiving the NFT License. Respectively, the NFT License set forth above only lasts as long as you are the valid owner and holder of the NFT associated with the Work. If you sell or transfer the NFT to another person, this NFT License will transfer to such other owner or holder of the NFT, and you will no longer have the benefits of such NFT License.

4.1.4. The User agrees not to do or attempt to do any of the foregoing: (i) modify, distort, mutilate, or perform any other modification to the Work which would be prejudicial to the artist’s or Work’s owner’s honour or reputation; (ii) use the Work to advertise, market, or sell any third party product or service; (iii) use the Work in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (iv) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Work; (vii) attempt to mint, tokenize, or create an additional cryptographic token representing the same Work; or (viii) falsify, misrepresent, or conceal the authorship of the Work.

4.1.5. The Company, as the owner of legal possessor of the Work itself, reserves all rights to the Work, including but not limited to the right to reproduce, to prepare derivative works, to display, to perform, modify and to distribute the Works for any purpose and in any manner. Respectively, User provides the understating, that granting of the NFT License to the User, does not restrict in any way, manner, territory, for any purpose and does not limit in time the Company to exercise (without any royalties to the User or any subsequent holder of NFT) all the rights and interest in relation to the Works, including, but not limiting to access, use, host, cache, store, copy, reproduce, transmit, display, publish, distribute, adapt, modify and transfer the Work and rights related to it.

4.1.6. NFT is tracked and stored on the ETH blockchain, providing the User of NFT with a record of authenticity and ownership of the NFT.

4.2. Representations and Warranties in Respect of the Work

4.2.1. The Company represents and warrants, that it owns or otherwise legal poses legal right, title and all intellectual property rights to the Work associated with the NFT for sale on the Platform and respectively is entitled to sell NFT on the Platform.

4.2.2. The Company does not guarantee, or warrant the accuracy or fairness of the price of NFT sold or offered for sale on or off of the Platform. The User agrees and acknowledges that the Company is not a fiduciary and do not owe any duties to any User of the Platform.

5. ELIGIBILITY AND ACCEPTABLE USE

5.1. In order to use the Platform, You must, and hereby represent that You: (a) are either a legal entity or an individual who is 18 years or older, or have otherwise reached the age of majority (including less than 18 years old), in each case who can form legally binding contracts; (b) are an employee or agent of and authorized to act for and bind an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity); (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting; and, (e) have not previously been suspended or removed from using Platform; (f) have full power and authority to enter into these Terms and in doing so will not violate any other agreement to which You are obliged.

5.2. When accessing or using Platform, You agree and confirm, that You will not violate any applicable laws, contract or rights of third parties, commit a tort or breach of contract, and that You are solely responsible for Your conduct while using Platform. Without limiting the generality of the foregoing, You agree that You:

5.2.1. will act in good faith, in cooperative manner, professionally and in compliance with applicable laws and these Terms, including, that these requirements shall apply while You conduct Your business or otherwise use Platform;

5.2.2. will not use Platform in any manner that could interfere with, disrupt, negatively affect or inhibit other Users from fully using our Platform, or that could damage, disable, overburden or impair the functioning of Platform in any manner;

5.2.3. will not use Platform for, support or otherwise engage in any illegal activities, including fraud, money-laundering or terrorist financing activities;

5.2.4. will not use or attempt to use another User's Account without authorization;

5.2.5. will not develop any third-party applications that interact with Platform without our prior written consent.

5.2.6. will not provide false, inaccurate, or misleading information;

5.2.7. will not encourage or induce any third party to engage in any of the activities prohibited under this Section.

5.3. Lympo.io (LATGALA OÜ) does not offer NFT staking services to individuals who are located in the United States or who are US persons as defined under applicable US laws and regulations. By using our platform, you confirm that you are not located in the United States or a US person.

6. USER ACCOUNT

6.1. MetaMask, WalletConnect and Venly

6.1.1. In order for you to access the Platform and engage in transactions on the Platform, you may need to use third-party services, such as browser extensions or login services provided by our partners. These third-party services may include but are not limited to MetaMask, WalletConnect, and Venly. If you do not use these third-party services, you may not be able to engage in any transactions on the Platform. It is your sole responsibility to ensure that you have access to any necessary third-party services in order to enable transactions on the Platform. For more information about the collection, use, and management of your data, please review ourprivacy policy.

6.2. User Account and Security

6.2.1. In order to use the Platform, you must connect to the Platform via a third-party account registered with MetaMask, WalletConnect, or Venly, and then you will be directed to your User Profile (the User Account). Unless otherwise indicated in the Platform or otherwise provided by the Company, no further details are needed for User Account registration. However, the Company may indicate that additional information such as name, surname, email, or other contact information, and the creation of a username are needed for registration and use of the Platform. All tokens (LYM, LMT, SPORT, and/or NFT) to and from the Platform can be respectively made with your MetaMask, WalletConnect or Venly account. It is your responsibility to ensure the security of, and your continuous control over, any device or account associated with the enhanced security features. If you lose access to your MetaMask, WalletConnect, or Venly account, you will not be able to access the User Account or the Platform. The Company is not responsible for any losses or risks associated with lost access to User Account or the Platform.

6.2.2. Please note, that upon request of competent governmental authority, in compliance of applicable laws or due to the change of the policies of the Company, the Company can request You to provide additional information and/or proceed with identity verification and other screening procedures with respect to Your User Account creation or further use of the User Account and the Platform, or transactions associated with You or Your User Account. If You fail to provide requested information, the Company is entitled to suspend, restrict, cancel and/or terminate Your User Account and/or use of the Platform and You shall bear all loses, damages and costs in relation thereof.

6.2.3. User is responsible for restricting unauthorized access to the computer, other device or respectively User’s MetaMask or Wallet Connect to prevent unauthorised access to the User’s Account and should inform the Company immediately if the User has any reason to believe that User’s password has become known to anyone else, or if the password is being, or is likely to be, used in an unauthorised manner.

6.2.4. The Company prioritizes maintaining the safety of Users’ Account, however, the Company does not guarantee, that User Account may not be breached, accessed or exploited by third parties or they function without flaws or errors, therefore there still exist risk regarding Your User Account, User Content and other personal or non-public information may be accessed, used, leaked, exploited or stolen by unauthorized persons. Therefore, You confirm Your understanding, that the Company does not guarantee security of Your User Account and You need to independently take safety precautions to protect Your own User Account and personal information.

6.2.5. Users’ Accounts can only be used by the person whose name they are registered under. The Company reserves the right to suspend, freeze or cancel accounts that are used by persons other than the persons whose names they are registered under.

6.2.6. The Company may, in its sole discretion, refuse to allow the establishment of a User Account or suspend existing User Account and use of the Platform. We also reserve the right to revoke User Account or access to or use Platform, and those of any and all linked accounts without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your account.

6.3. Agency

6.3.1. If You create User Account as an employee, agent or other representative (the Agent) of and on behalf of a natural or legal person or a business (the Principal), You represent and warrant that You are authorized to enter into binding contracts, including these Terms, on behalf of yourself and the Principal. In case a User is acting as the Agent, the Company is not going to investigate, review, analyse or otherwise check or engage into relationship of the Agent and the Principal. The legal relationship between Agent and Principal is considered as sole responsibility of the Agent and Principal and Company is not responsible and not a party to such legal relationship.

6.4. Responsibility for Account Activities

6.4.1. You will be bound by, and hereby authorize Company to accept and rely on agreements, instructions, orders, offers, purchases, authorizations, transactions and any other actions made, provided or taken by anyone who has accessed or used Your User Account. If Your User Account has been breached, You shall notify Company immediately about such breach, and if there is sufficient proof of the breach and the Company can identify Users (e.g. due to the lack of provided information during registration at the Platform, there may not be enough information to identify specific User in order to make certain actions), the Company may decide to suspend the User Account and, if legally and/or technically possible to revoke or cancel actions taken by You. Upon receipt of written notice from You that the security of Your account has been compromised, the Company may take reasonable steps to protect Your account.

6.5. Deletion of User Account and Information

6.5.1. If, User Account is inactive for period of 6 months, then the Company at is sole discretion is entitled to delete User Account and information about such User without separate notification to such User.

6.5.2. User may also request the Company to delete User Content and other information, which is the Company can delete, e.g. Company cannot delete information, which is on public blockchain. Nevertheless, the Company may keep and use such information about User and User Content, that the Company under applicable laws has legal background to hold.

6.6. Privacy Policy

6.6.1. Please refer to Platform Privacy Policy for information about how Your information is collected and used by Us . By agreeing to these Terms, among other Additional Policies, You also fully agree to the Platform Privacy Policy, including collection, use, storage, and disclosure of your data. Your personal information will be collected and managed in compliance with applicable laws.

7. OWNERSHIP OF THE PLATFORM

7.1. You acknowledge and agree that the Company (or, as applicable, our licensors) owns all legal rights, title’s and interests in and to all elements of the Platform, including the Works, graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, a compilation of the content, code, data, and all other elements of the Platform (collectively, the “Company Materials”). Company Materials are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All Company Materials are the copyrighted property of the Company or its licensors, and all trademarks, service marks, and trade names contained in the Company Materials are proprietary to Company or its licensors. Your use of the Platform does not grant you ownership of or any other rights with respect to any Company Materials, other content, code, data, or other materials that you may access on or through the Platform. For the avoidance of doubt, this Section does not limit rights granted under the NFT License.

8. OTHER TERMS

8.1. Gas and other Fees

8.1.1. All User transactions on the Platform, which are facilitated by smart contracts existing on the ETH network, requires the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on the ETH network, and thus respectively on the Platform. The value of the Gas Fee changes, often unpredictably, and is entirely outside of the control of the Company. The User acknowledges that under no circumstances will a contract, agreement, offer, sale or other transaction on the Platform be invalidated, revocable, retractable, or otherwise unenforceable on the basis that the Gas Fee for the given transaction was unknown, too high, or otherwise unacceptable to a User. Users also acknowledge and agree that gas is non-refundable under all circumstances.

8.1.2. Your wallet address controller or other third parties may impose fees in relation to Your transactions. Any fees imposed by such third party providers may not be reflected on the transaction screens provided in the Platform. You are solely responsible for paying any fees imposed by third party providers.

8.2. Taxes

8.2.1. Each User acknowledges and agrees that User is responsible to pay any and all sales, use, value-added, income, profit and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority associated with your use of the Platform (including, without limitation, any taxes that may become payable as the result of your ownership, transfer, purchase, sale, or other transaction made, including in respect of NFT, LMT,SPORT or other tokens).

8.3. User Content

8.3.1. The Company without any payments, compensations and royalties to You will own all rights to any User Content, suggestions and information posted on the Platform or otherwise made available to the maximum extent allowed under applicable laws. The Company will be entitled to the unrestricted use, except as restricted under applicable laws, of such User Content information for any purpose, commercial or otherwise. User Content may be used only in accordance with the privacy policy and other regulations in respect of personal data as applicable to the Company.

8.4. Third Party Content

8.4.1. While using the Platform, You may view content provided by third parties, including links to web pages, social media networks, platforms and other source not controlled by the Company (theThird-Party Content). The Company does not control, endorses or adopts any Third-Party Content and shall have no responsibility for Third-Party Content, including without limitation material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable.

8.5. Changes, Suspension or Termination of the Platform

8.5.1. The Company may, at its discretion with or without prior notice and at any time at its sole discretion, modify, suspend or discontinue, temporarily or permanently, all or any part of the Platform, including the functionalities and services available and provided by the Company thereat.

8.6. Error Correction Attempts

8.6.1. The Company may, at its option and discretion, may attempt to correct, reverse or cancel any transfer regarding to which the Company has discovered that there was an error, whether such error was by You or a third party, or there was illegal activity included due to which transfer was made. You hereby authorize the Company to attempt any such correction, reversal or cancellation. The Company provides no guarantee or warranty that any such attempt will be successful or made at all and will have no responsibility or liability for the error or any correction attempt or inaction to make any correction or attempt.

9. DISCLAIMER OF WARRANTIES

9.1. To the maximum extent permitted under applicable laws, the Platform (including all and any services, products, functions and assistances provided) is provided on an “as is” and “as available” basis and the Company expressly disclaims and You fully and unconditionally waive, any and all other warranties of any kind, whether express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title or non-infringement or warranties arising from course of performance, course of dealing or usage in trade of otherwise. Without limiting the foregoing, the Company does not represent or warrant that the Platform is accurate, complete, reliable, error-free, continuously functioning without any interruptions, disruptions or is free of viruses or other harmful components.

9.2. You acknowledge all the risks mentioned above and that there are risks associated with utilizing an internet-based systems (such as Platform) including, but not limited to, the failure of hardware, software, smart contract and internet connections and You accept such risks. You further acknowledge that the Company shall not be responsible for any failures, disruptions, errors, distortions or delays in respect of the Platform, which You may experience, howsoever caused.

10. LIMITATION OF LIABILITY

10.1. The Company and all Affiliated Persons under these Terms are fully, irrevocably and unconditionally released from all and any liability and damages to the maximum extent allowed under applicable laws (including without limitation damages for loss of information, revenue or business, indirect, incidental, special, punitive, consequential or similar damages) arising out of or in connection with Your use of the Platform, including, but not limiting to the Company services, transactions in relation to NFT(-s), and other the Company and Affiliated Persons obligations, performance and non-performance thereof, whether under contractual, tort, statue, strict liability or other theory (including, for avoidance of doubt, any negligence of Company and the Affiliated Persons), except to the extent of a final judicial determination that such damages were a result of the Company’s gross negligence, fraud, willful misconduct or intentional violation of law.

10.2. For the avoidance of doubt, above indicated limitation of liability means, that among other matters, the Company and Affiliated Persons are also not liable for any damages or losses (direct and indirect) arising out of or in connection with:

10.2.1. Your use of or your inability to use the Platform, including suspension or termination of the Platform;

10.2.2. delays or disruptions in the Platform;

10.2.3. viruses or other malicious software obtained by accessing, or linking to the Platform (including here and elsewhere - services related to the Platform);

10.2.4. glitches, bugs, errors, or inaccuracies of any kind in the Platform;

10.2.5. damage to your hardware device from the use of the Platform;

10.2.6. the content, actions, or inactions of third parties’ use of Platform;

10.2.7. a suspension or other action taken with respect to Your User Account.

10.3. The Company will have no liability (i) for any failure or delay in performance of undertakings in respect of the Platform and its Users, under these Terms and any other obligations, or (ii) for any loss or damage (direct and indirect) that You may incur, including due to any circumstance or event beyond the control of the Company, including without limitation any flood, extraordinary weather conditions, earthquake, viruses, state or municipal institutions actions, other force majeure events or fire, war, insurrection, riot, accident, action of government, spread of viruses, pandemics, communications, power failure, or equipment or software malfunction.

10.4. In no event shall the liability of Company and any Affiliated Person, arising out of or in connection with the use of Platform or under these Terms, any performance or non-performance thereof, whether under contract, tort, strict liability or other theory (including, for avoidance of doubt, any negligence) exceed the amount of the Company fees / payments received by Company from User in the 12-month period immediately preceding the event giving rise to the claim for liability.

11. INDEMNIFICATION

11.1. You will defend, indemnify, and hold harmless the Company and all the Affiliated Persons from all and any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out or relating to (a) Your use of Platform, including actions and in-actions made via Platform; (b) any User Content or information You make available; (c) Your violation of these Terms; or (d) Your violation of any applicable law or the rights or interests of any other person or entity. If You are obligated to indemnify the Company or Affiliated Person, the Company and Affiliated Persons will have the right, in its sole discretion, to control any action or proceeding and to determine whether to settle, and if so, on what terms.

12. GOVERNING LAW AND DISPUTE RESOLUTION

12.1. These Terms, use of Platform and all rights and obligations arising thereof shall be governed, construed and interpreted in accordance with the Laws of the Republic of Lithuania without regard to conflict of law rules or principles, that would cause the application of the laws of any other jurisdiction than Lithuania, and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

12.2. Any dispute arising out of or in connection with this Agreement shall be finally settled by arbitration in Vilnius Court of Commercial Arbitration in accordance with its Rules of Arbitration. The number of arbitrators shall be three. The venue of arbitration shall be Vilnius, Lithuania. The language of arbitration shall be English. Any dispute shall be governed by the law of Lithuania. In case the Parties to the dispute do not appoint a respective arbitrator in a timely manner, such arbitrator (which may also include the chairman) shall be appointed by the Chairman of Vilnius Court of Commercial Arbitration. Lithuanian law shall be applicable to the dispute. The language of arbitration shall be English. All documents to the User shall be delivered to e-mail at the addresses indicated by respective parties and in case of Company – to [email protected].

12.3. The User, in case of arbitration, undertakes to provide e-mail for arbitration purposes.

12.4. You agree that any dispute between You and the Company arising out of or related to these Terms and use of the Platform shall be resolved solely through individual arbitration and shall not be brought as a class arbitration, class action or any other type of collective basis. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action, or as a member in any such class or collective proceeding.

12.5. All disputes between the Company and any User shall be settled in a manner indicated in this Section. However, before applying to court (arbitrage) disputes between any User and Company firstly shall be settled in mutual negotiations of the Company and a User and in informal manner and only if such dispute is not settled within 30 days any party may apply to arbitrage.

13. TERMINATION OF THE TERMS AND SURVIVAL

13.1. You may terminate these Terms at any time by cancelling your User Account on the Platform and discontinuing your access to and use of the Platform. You will not receive any refunds if you cancel your account, or otherwise terminate these Terms. You agree that We, in our sole discretion and for any or no reason, may at any time terminate these Terms and suspend and/or terminate Your User Account on the Platform.

13.2. The following clauses and the clauses, that by their nature contemplate survival, shall survive and continue in full force and effect after termination or expiry of these Terms. For example, the provisions regarding dispute resolutions, applicable law, limitation of liability, indemnification. Without limiting any other provisions of the Terms, the termination of these Terms for any reason will not release You or the Company from any obligations incurred prior to termination of these Terms or that thereafter may accrue in respect of any act or omission prior to such termination.

14. FINAL PROVISIONS

14.1. These Terms between You and the Company set forth the entire agreement and understanding relating to the subject matter herein and supersedes all prior or contemporaneous disclosures, discussions, understandings and agreements, whether oral or written, between them.

14.2. If any provision of these Terms is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of these Terms shall not in any way be affected or impaired.

14.3. You may not assign or transfer any rights or obligations under these Terms without prior written consent from the Company, including by operation of law or in connection with any change of control. The Company is entitled to assign or transfer any or all of its rights or obligations under these Terms, in whole or in part, without notice or obtaining Your consent or approval.

14.4. These Terms shall bind and benefit all the permitted successors and assignees.

14.5. The failure of one party to require performance of any provision will not affect that party’s right to require performance at any time thereafter. At the same time, the waiver of one party to seek recovery for the other party’s violation of these Terms or any provision of applicable terms shall not constitute a waiver by that party of any subsequent breach or violation by the other party or of the provision itself.

14.6. Headings of sections are for convenience only and shall not be used to limit or construe such sections.

14.7. All appendixes (if any) to these Terms shall be considered as integral and inseparable part of these Terms.

If you have questions regarding these Terms, please feel free to contact the Company for clarification via [email protected].

Please check the Platform frequently for any changes to these Terms.

1. DEFINITIONS

1. Definitions

1.1. Wherever used in these Terms, capitalized terms shall have the following meaning: