Terms of Use

1. ACCEPTING THIS AGREEMENT

1.1 Acceptance

In order to use the Software and related services, you must first agree to this License Agreement. If you do not or cannot agree to this License Agreement, you are not permitted to use the Software and related services provided by Apps Ltd. Do not download or use the Software or any related services in that case. You accept and agree to the terms of this License Agreement on your own behalf and/or on behalf of your company, organization, educational institution, or agency, instrumentality, or department of the federal government as its authorized legal representative, by downloading and installing the Software.

1.2 Definitions

"Agreement" means this Terms and Conditions License Agreement, including any attachments, and any exhibits thereto, which are hereby incorporated by this reference.

"Apple" means Apple Inc., a California corporation with its principal place of business at One Infinite Loop, Cupertino, California 95014, U.S.A.

"Android" means Google's operating system for mobile and portable devices.

"Application" means a web software program created by the Authorized Developer(s), under your own trademark or brand, and for specific use with mobile devices or browsers.

"Apps Ltd" means Apps Limited LLC, a Florida limited liability company with its mailing address at 6300 N Wickham Rd Suite 130 #307 Melbourne, FL 32940 U.S.A. Apps Ltd is the sole owner of the iGenapps and Ãpp Studio brand.

"Authorized Developer(s)" means you, your employee(s0, vendor(s) or contractor(s), member(s) of your organization, or, if you are an educational institution, your faculty or staff who use the Software, from any device, to create and test Applications.

"Google" means Google LLC, a California corporation with its principal place of business at 1600 Amphitheatre Parkway, Mountain View, California 94043, U.S.A.

"Parties" refer to both you and Apps Ltd.

"Software" means the mobile apps iGenapps and Ãpp Studio, both available for download in the App Store and Google Play, and the connected cloud services for hosting apps, content, and data.

"Term" means the period for which you or any user will be served.

"Updates" means bug fixes, updates, upgrades, modifications, enhancements, supplements, and new releases or versions of the Software, or to any part of the Software.

"User Content" means all data, works, and materials uploaded to or stored on the Software and related services by you, transmitted by the Software and related services by your request, supplied by you to Apps Ltd for uploading to, transmission by, or storage on the Software and related services, generated by the Software and related services as a result of the use of the Services, or personal data that is processed by Apps Ltd on your behalf in relation to this Agreement.

"You" and "Your" mean and refer to the person(s) or legal entity (whether the company, organization, educational institution, or governmental agency, instrumentality, or department) using the Software or otherwise exercising rights under this Agreement. For the sake of clarity, you may authorize contractors to develop Applications on your behalf, but any such Applications must comply with this Agreement.

"YouTube" means YouTube LLC, a California corporation with its principal place of business at 901 Cherry Ave. San Bruno, CA 94066 USA.


2. USER LICENSE AGREEMENT AND RESTRICTIONS

PLEASE READ THE FOLLOWING LICENSE AGREEMENT TERMS AND CONDITIONS CAREFULLY BEFORE DOWNLOADING OR USING THE SOFTWARE (AS DEFINED BELOW). THESE TERMS AND CONDITIONS CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND Apps Ltd.

2.1 Permitted Uses and Restrictions

Subject to the terms and conditions of this Agreement, Apps Ltd hereby grants you during the Term, a limited, non-exclusive, personal, revocable, non-sublicensable, and non-transferable license to install a reasonable number of copies of our Software on iOS or Android devices owned or controlled by you, to be used internally by you or your Authorized Developers for the sole purpose of developing or testing Applications unless otherwise specified by Apps Ltd.

2.2 Limited License

Apps Ltd is willing to grant you a limited license to use the Software to develop web-enabled Applications, in accordance with the terms and conditions set forth in this Agreement.

2.3 Distribution

Applications developed under this Agreement can be distributed only through web-enabled browsers such as Safari and Chrome.

If you would like to distribute Applications using other methods, such as the App Store (as defined below) or sell Applications created with the Software, you will need to compile the created Application into a native format and submit it by yourself to any App Store that you desire.

2.4 Ownership

Apps Ltd retains all rights, title, and interest in the Software and any Updates it may make available to you under this Agreement. You agree to cooperate to maintain Apps Ltd's ownership of the Software, and, to the extent that you become aware of any claims relating to the Software, you agree to use reasonable efforts to promptly provide notice of any such claims to Apps Ltd. The Parties acknowledge that this Agreement does not give Apps Ltd any ownership interest in your Applications.

The Apps Ltd website and apps are owned and operated by Apps Ltd. The content, recordings, visual interfaces, graphics, design, compilation, information, computer code, products, software (including any downloadable software), or any music, images, video, text, services, and all other material or elements of or available through the Software and related services provided by Apps Ltd ("Content") are protected by the copyright, trade dress, patent, and trademark laws of the United States and other countries, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for your User Content and your Applications, all Content contained on the Platform is the property of Apps Ltd or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to Apps Ltd or its affiliates and/or third-party licensors, whether registered or unregistered, and may not be used in connection with any product or service or in any manner that is likely to cause confusion as to our endorsement, affiliation, or sponsorship of any person, product, or service. Except as expressly authorized by Apps Ltd, you agree not to sell, license, distribute, copy, modify, download, record, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Content. If Content is downloaded to your computer or mobile phone, you do not obtain any ownership interest in such Content. All rights not expressly granted in these Terms are reserved.

2.5 No Other Permitted Uses

Except as otherwise set forth in this Agreement, you agree not to rent, lease, lend, upload to or host on any website or server, sell, redistribute, or sublicense the Software or any services, in whole or in part, or to enable others to do so. You may not use the Software or any services provided hereunder for any purpose not expressly permitted by this Agreement. You may not and you agree not to, or to enable others to, copy (except as expressly permitted under this Agreement), decompile, reverse engineer, disassemble, attempt to derive the source code of the Software or any services provided by the Software, or otherwise provided hereunder, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by licensing terms governing the use of open-sourced components or sample code included with the Software). You agree not to exploit any services provided hereunder in any unauthorized way whatsoever, including but not limited to trespassing or burdening network capacity. Any attempt to do so is a violation of the rights of Apps Ltd and third parties. If you breach any of the foregoing restrictions, you may be subject to prosecution and damages. All licenses not expressly granted in this Agreement are reserved, and no other licenses, immunity, or rights, express or implied, are granted by Apps Ltd, by implication, estoppel, or otherwise. This Agreement does not grant you any rights to use any trademarks, logos, or service marks belonging to Apps Ltd, including but not limited to iGenapps, Ãpp Studio, or word marks. If you make reference to any Apps Ltd products or technology or use any trademarks owned by Apps Ltd, you will need previous written authorization from Apps Ltd to do so.

2.6 Updates

No Support or Maintenance. Apps Ltd may extend, enhance, or otherwise modify the Software or services provided hereunder at any time without notice, but Apps Ltd shall not be obligated to provide you with any Updates to the Software. If Updates are made available by Apps Ltd, the terms of this Agreement will govern such Updates unless the Update is accompanied by a separate license, in which case the terms of that license will govern. Apps Ltd is not obligated to provide any maintenance, technical, or other support for the Software or services. You acknowledge that Apps Ltd has no express or implied obligation to announce or make available any Updates to the Software or to any services to anyone in the future. Should an Update be made available, it may have APIs, features, services, or functionality that are different from those found in the Software licensed hereunder or the services provided hereunder.

2.7 Third-Party Terms

You also agree with the terms of use from content providers such as YouTube, Facebook, Instagram, Tik Tok, X, Pinterest, Vimeo, or any other third-party site used within your App.


3. YOUR OBLIGATIONS

3.1 General

You certify to Apps Ltd and agree that:

(a) You are an adult in the jurisdiction in which you reside (at least 18 years of age in many countries) and have the right, capacity, and authority to enter into this Agreement on your own behalf, or if you are entering into this Agreement on behalf of your company, organization, educational institution, or agency, instrumentality, or department of the federal government, that you have the right, capacity, and authority to legally bind such entity or organization to the terms and obligations of this Agreement.

(b) All information provided by you to Apps Ltd or your end-users in connection with this Agreement or your Application, including without limitation Licensed Application Information, is and will be current, true, accurate, supportable, and complete, and with regard to information you provide to Apps Ltd, you will promptly notify Apps Ltd of any changes to such information. Further, you agree that Apps Ltd may share such information (including email address) with third parties who have a need to know for purposes related to your Application (e.g., intellectual property questions, customer service inquiries, etc.).

(c) You will comply with the terms of and fulfill your obligations under this Agreement, and you agree to monitor and be responsible for your Authorized Developers' use of the Software and Services and Authorized Test Devices and their compliance with the terms of this Agreement.

(d) You will be solely responsible for all costs, expenses, losses, and liabilities incurred and activities undertaken by you and your Authorized Developers in connection with the Software and services, the Registered Devices, your Applications, and your related development and distribution efforts, including but not limited to any related development efforts, network and server equipment, Internet service(s), or any other hardware, software, or services used by you in connection with your use of any services.

(e) You are not acting and will not act in any manner that conflicts or interferes with any existing commitment or obligation you may have, and no agreement previously entered into by you interferes or will interfere with your performance of your obligations under this Agreement.

3.2 Use of the Software

As a condition to using the Software and any Services, you agree that:

(a) You will only use the Software and any Services for the purposes and in the manner expressly permitted by this Agreement and in accordance with all applicable laws and regulations.

(b) You will not use the Software or any Services for any unlawful or illegal activity, nor to develop any Application that would commit or facilitate the commission of a crime or other tortious, unlawful, or illegal act.

(c) To the best of your knowledge and belief, your Application and Licensed Application Information do not and will not violate, misappropriate, or infringe any third-party copyrights, trademarks, rights of privacy and publicity, trade secrets, patents, or other proprietary or legal rights (e.g., musical composition or performance rights, video rights, photography or image rights, logo rights, third-party data rights, etc. for content and materials that may be included in your Application).

(d) You represent, warrant, and agree that you will not contribute any content or User Content or otherwise use or interact with the Software and related services in a manner that:

• Infringes or violates the intellectual property rights or any other rights of any third-party or Apps Ltd.

• Violates any law or regulation.

• Is abusive, fraudulent, deceptive, threatening, defamatory, obscene, hateful, inaccurate, libelous, pornographic, or otherwise objectionable as determined by Apps Ltd in its sole discretion.

• Jeopardizes the security of any Apps Ltd account (such as allowing someone else to use your login credentials to access the Software and related services), violates the security of any computer network, or cracks any password or security encryption code.

• Runs Mail-list, Listserv, any form of auto-responder or "spam" on the Software and related services, or that otherwise interferes with the proper working of the Software and related service's infrastructure.

• "Crawls," "scrapes," or "spiders" or otherwise collects any page, data, or portion of the Software and related services or content (whether through manual or automated means).

• Copies or stores any portion of the content.

(e) You will not, through the use of the Software, services, or otherwise, create any Application or other program that would disable, hack, or otherwise interfere with any security, digital signing, digital rights management, verification, or authentication mechanism implemented in or by the iOS or Android, this Software, any services provided by Apps Ltd, other software or technology, or enable others to do so.

(f) You will not, directly or indirectly, commit any act intended to interfere with the Software or Services.


4. USER CONTENT

4.1 General

The Software and related services provide certain features that enable you and other users to submit, post, and share content, which may include, without limitation, text, graphic and pictorial works, or any other content submitted by you and other users through the Software and related services ("User Content"). Apps Ltd does not guarantee any anonymity or confidentiality with respect to any User Content and strongly recommends that you think carefully about what you upload, share with, or make accessible to the Software and related services. You understand and agree that User Content may be made public without any additional notice to or consent by you, and you should assume that any person (whether or not a user of Apps Ltd's Software and related services) may read or have access to your User Content. Apps Ltd is not responsible for the use or disclosure of any information that you disclose in connection with User Content, including any personal information. User Content is displayed for information purposes only and reflects the opinions of the person making the content. They are not controlled by, and may not reflect the opinion of, Apps Ltd. You understand that all User Content is the sole responsibility of the person from whom such User Content originated. This means that you, and not Apps Ltd, are entirely responsible for all User Content that you upload, post, email, transmit, or otherwise make available through the Software and related services. Apps Ltd is not liable for any errors or omissions in such content, misrepresentations by other users, or for any damages or loss you might suffer in connection with such content or interactions.

The Software and related services may contain links or connections to third-party websites or services that are not owned or controlled by Apps Ltd. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and Apps Ltd is not responsible for any third-party content or services.

Your interactions with organizations and/or individuals found on or through the services, including payment and delivery of goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such organizations and/or individuals. You agree that Apps Ltd shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

4.2 Right to Remove or Edit User Content

Apps Ltd makes no representations that it will publish or make available on the Software and related services any User Content and reserves the right, in its sole discretion, to refuse to allow any User Content on the Software and related services or to edit or remove any User Content at any time with or without notice. Without limiting the generality of the preceding sentence, Apps Ltd complies with the Digital Millennium Copyright Act and will remove User Content upon receipt of a complaint takedown notice. Apps Ltd may, but is not obligated to, monitor and edit or remove any activity or content, in whole or in part, including but not limited to content that Apps Ltd determines in its sole discretion to violate the standards of this Software and related services. Apps Ltd takes no responsibility and assumes no liability for any User Content.

4.3 License Grant by You to Apps Ltd

Anything you post, upload, share, store, or otherwise provide on or through the Software and related services or app (including, but not limited to pictures, ratings, reviews, and other content to be shown on the Apps Ltd website) is "User Content." You retain all your ownership rights in original aspects of your User Content. By submitting User Content to Apps Ltd, you hereby grant Apps Ltd and its affiliates, sub-licensees, designees, and assignees of the Software and related services (collectively, the "Apps Ltd Licensees") a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce (including by making mechanical reproductions), distribute, modify, adapt, translate, prepare derivative works of, publicly display, publish, publicly perform, communicate to the public, make available, create derivative works from, and otherwise exploit (collectively, “Use”) all or any part of all User Content and derivatives thereof in connection with the Software and related services and Apps Ltd's (and its successors') business, for any purpose, including, without limitation, the purposes of (i) advertising, marketing, and promoting Apps Ltd and the Services; (ii) displaying and sharing your User Content with other users of the Services; and (iii) providing the Services. You further grant Apps Ltd a license to use your username, image, voice, and likeness to identify you as the source of any of your User Content.

4.4 User Content Representations and Warranties

You are solely responsible for your own User Content and the consequences of posting, sharing, displaying, or publishing them or otherwise making them available. In connection with User Content, you affirm, represent, and warrant that: (i) you own, or have the necessary licenses, rights, consents, and permissions to use and authorize Apps Ltd to use all patent, trademark, copyright, or other proprietary rights in and to your User Content to enable inclusion and use of your User Content in the manner contemplated by Apps Ltd and these Terms, and to grant the rights and license set forth above; and (ii) your User Content, Apps Ltd or any Apps Ltd Licensee’s use of such User Content pursuant to these Terms, and Apps Ltd or any of Apps Ltd Licensee’s exercise of the license rights set forth above, do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) contain any material that is illegal, threatening, obscene, racist, defamatory, libelous, hateful, pornographic, purposely false, or otherwise injurious to third parties, promotional in nature, promotes any illegal activity or harm to groups or individuals, or consists of or contains software, computer viruses, commercial solicitation, political campaigning, chain letters, mass mailings, any form of "spam" or references to illegal activity, malpractice, or false advertising; (c) violate any applicable law or regulation or these Terms; or (d) exploit minors; or (e) require obtaining a license from or paying fees or royalties to you or any third party for the exercise of any rights granted in these Terms, including, by way of example and not limitation, the payment of any royalties to any copyright owners, including any royalties to any agency, collection society, or other entity that administers such rights on behalf of others.

4.5 Inaccurate or Offensive User Content

You understand that when using the Software and related services, you may be exposed to User Content from a variety of sources, and Apps Ltd does not endorse and is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Content. You further understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent, or objectionable. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Apps Ltd with respect thereto.

4.6 Feedback

You may be required to rate the Software and related services. If you provide Apps Ltd with any ratings, comments, bug reports, feedback, or modifications proposed or suggested by you to the Software and related services ("Feedback"), Apps Ltd shall have the right to use such Feedback at its discretion, including, but not limited to, the incorporation of such suggested changes into the Software and related services. You hereby grant Apps Ltd a perpetual, irrevocable, non-exclusive license under all rights necessary to incorporate and use your Feedback for any purpose without notice to, consent by or compensation to you or any third party.

4.7 Infringing or Illegal Activity

In the event of infringing or other illegal activities, Apps Ltd has no obligation to, but reserves the right to terminate access to the Software and related services and remove all content submitted by any persons who are found to be infringers. Any suspected illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Apps Ltd may have at law or in equity.

For the content displayed or performed or available on or through the Software and related services, you promise to abide by all copyright notices, trademark rules, data regulations, and restrictions contained in any content you access through the Services, and you agree not to use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize, or otherwise exploit for any purpose any content not owned by you, (i) without the prior consent of the owner of that content or (ii) in a way that violates someone else’s (including Apps Ltd's) rights.


5. CHANGES TO SOFTWARE REQUIREMENTS OR TERMS

Apps Ltd may change the Software Requirements or the terms of this Agreement at any time. New or modified Software Requirements will not retroactively apply to Applications already in distribution unless specified otherwise.

In order to continue using the Software or any Services provided by Apps Ltd, you must accept and agree to the new Requirements and/or new terms of this Agreement. If you do not agree to new Requirements or new terms, your use of the Software and any Apps Ltd services will be suspended or terminated by Apps Ltd. You agree that your acceptance of such new Agreement terms or Requirements is electronically, at the moment of downloading or using our Software.


6. DISTRIBUTION

Applications developed under this Agreement may only be distributed through a web-kit enabled browser or supported devices. If you would like Apps Ltd to deliver your Application via any App Store or Market, then you must appoint Apps Ltd as your legal agent. This will require additional costs for the Application conversion, and there is no guarantee that Apple, Google, or Microsoft or any other third party will approve your Application for distribution.


7. INDEMNIFICATION

To the extent permitted by applicable law, you agree to indemnify and hold harmless, and upon Apps Ltd's request, defend, Apps Ltd, its directors, officers, employees, independent contractors, and agents (each an "Apps Ltd Indemnified Party") from any and all claims, losses, liabilities, damages, taxes, expenses, and costs, including without limitation, attorneys' fees and court costs (collectively, "Losses"), incurred by an Apps Ltd Indemnified Party and arising from or related to any of the following: (i) your breach of any certification, covenant, obligation, representation, or warranty in this Agreement; (ii) any claims that your Application, the distribution, or metadata, violate or infringe any third party intellectual property or proprietary rights; or (vi) your use of the Software or services, your Application, Licensed Application Information, metadata, Registered Devices, or your development and distribution of any Application. You acknowledge that neither the Software nor any services are intended for use in the development of Applications in which errors or inaccuracies in the content, functionality, services, data, or information provided by the Application or the failure of the Application could lead to death, personal injury, or severe physical or environmental damage, and, to the extent permitted by law, you hereby agree to indemnify, defend, and hold harmless each Apps Ltd Indemnified Party from any Losses incurred by such Apps Ltd Indemnified Party by reason of any such use.

In no event may you enter into any settlement or agreement with a third party that affects Apps Ltd's rights or binds Apps Ltd in any way without the prior written consent of Apps Ltd.


8. TERM AND TERMINATION

8.1 Term

The Term of this Agreement shall begin on the day you create an account and register for our product(s) or service(s) and it extends for the life of the Application and or Services provided by Apps Ltd.

8.2 Termination

This Agreement and all rights and licenses granted by Apps Ltd hereunder and any Services provided hereunder will terminate, effective immediately, upon notice from Apps Ltd:

(a) if You or any of Your Authorized Developers fail to comply with any term of this Agreement and fail to curesuch breach within 30 days after becoming aware of or receiving notice of such breach;

(b) in the event of the circumstances described in the subsection entitled "Severability" below;

(c) if You, at any time during the Term, commence an action for patent infringement against Apps Ltd;

(d) if You engage, or encourage others to engage, in any misleading, fraudulent, improper, unlawful, or dishonestact relating to this Agreement, including, but not limited to, misrepresenting the nature of Your Application.

Either party may terminate this Agreement of its convenience, for any reason or no reason, effective 30 daysafter providing the other party with written notice of its intent to terminate. Apps Ltd may also terminatethis Agreement or suspend Your rights to use the Software and/or Services.

8.3 Effect of Termination

Upon the termination of this Agreement for any reason, you agree to immediately cease all use of the Software and related services and erase and destroy all copies, full or partial, of any information pertaining to the services. At Apps Ltd's request, you agree to provide written certification of such destruction to Apps Ltd. After notice of termination of this Agreement, all Applications and Information in Apps Ltd's possession or control can be deleted or destroyed within a reasonable time thereafter, excluding any archival copies required to be maintained by applicable law, rule or regulation.

For the avoidance of doubt, upon any termination of this Agreement, you may not make available any content, functionality, or services through the use of the Software or Services. Apps Ltd will not be liable for compensation, indemnity, or damages of any sort as a result of terminating this Agreement in accordance with its terms, and termination of this Agreement will be without prejudice to any other right or remedy Apps Ltd may have, now or in the future.


9. NO WARRANTY

The Software may contain inaccuracies or errors that could cause failures or loss of data, and it may be incomplete. Apps Ltd, Google, or Apple reserves the right to change, suspend, remove, or disable access to the Software or any Services at any time without notice. In no event will Apps Ltd, Google, nor Apple be liable for the removal of or disabling of access to any such Services or Functionality. Apps Ltd, Google, or Apple may also impose limits on the use of or access to certain Services or Functionality, in any case and without notice or liability.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE, SECURITY SOLUTION, SERVICE-RELATED SOFTWARE, AND ANY SERVICES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE SOFTWARE, SECURITY, SERVICES, SERVICE-RELATED SOFTWARE, AND ANY FUTURE CHANGES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND Apps Ltd HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE, SECURITY, SERVICES, SERVICE-RELATED SOFTWARE, AND ANY FUTURE CHANGES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TIMELINESS, AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. Apps Ltd DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE, SECURITY, SERVICES, SERVICE-RELATED SOFTWARE, AND ANY FUTURE CHANGES, THAT THE SOFTWARE, SECURITY, SERVICES, SERVICE-RELATED SOFTWARE, AND ANY FUTURE CHANGES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE, SECURITY, SERVICES, SERVICE-RELATED SOFTWARE, AND ANY FUTURE CHANGES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS OR ERRORS IN THE SOFTWARE, SECURITY, SERVICES, SERVICE-RELATED SOFTWARE, AND ANY FUTURE CHANGES WILL BE CORRECTED, OR THAT THE SOFTWARE, SECURITY, SERVICES, SERVICE-RELATED SOFTWARE, AND ANY FUTURE CHANGES WILL BE COMPATIBLE WITH FUTURE APPLE AND ANDROID PRODUCTS, SERVICES, OR SOFTWARE, OR THAT ANY INFORMATION STORED OR TRANSMITTED THROUGH ANY SOFTWARE, SECURITY, SERVICES, SERVICE-RELATED SOFTWARE, AND ANY FUTURE CHANGES WILL NOT BE LOST, CORRUPTED, OR DAMAGED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY Apps Ltd OR AN Apps Ltd AUTHORIZED REPRESENTATIVE WILL CREATE A WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SHOULD THE SOFTWARE, SECURITY, SERVICES, SERVICE-RELATED SOFTWARE, AND ANY FUTURE CHANGES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION.

Neither Apple, Google, nor Apps Ltd guarantees the availability, accuracy, completeness, reliability, or timeliness of location data or any other data or information displayed by any service. If requested, Apps Ltd cannot guarantee the approval of any app submission done through our services. Apple and Google will decide if Your Application is allowed on their App Store, and Apps Ltd is just a facilitator in that process. The user will have full responsibility and control over what the app will contain, which will be what Apple and/or Google will be reviewing.


10. LIMITATION OF LIABILITY

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL APPS LTD BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, YOUR USE OR INABILITY TO USE THE SOFTWARE, HOWEVER CAUSED, WHETHER UNDER A THEORY OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, EVEN IF Apps Ltd HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT SHALL Apps Ltd'S LIABILITY TO YOU, UNDER THIS AGREEMENT, FOR ALL DAMAGES SHOULD EXCEED THE AMOUNT OF FIFTY DOLLARS ($50).


11. GENERAL LEGAL TERMS

11.1 Cancellation, No-Refund Policy, and US Currency

You can cancel your Subscription at any time. Please note that You must cancel your Subscription before it renews for a subsequent month in order to avoid being charged for the next month's Subscription fee (or next year’s fee, depending on Your Subscription plan selected). If You cancel your Subscription, the cancellation will become effective at the end of the then-current monthly Subscription period.

REFUNDS WILL NOT BE PROVIDED FOR ANY SUBSCRIPTION. WE DO NOT PROVIDE CREDIT, REFUNDS, OR PRORATED BILLING FOR SUBSCRIPTIONS THAT ARE CANCELLED MID-MONTH or MID-YEAR. In such a circumstance, You will continue to have access to your Subscription until the end of the monthly billing cycle. We reserve the right to offer refunds, discounts, or other consideration in select circumstances at its sole discretion, in case of error admitted by Apps Ltd. Please note that each circumstance is unique and the election to make such an offer in one instance does not create the obligation to do so in another.

All payments shall be made in U.S. currency unless another currency is specified.

11.2 Third Party Notices

Portions of the Software or Services may utilize or include third party software and other copyrighted material. Acknowledgements, licensing terms, and disclaimers for such material are contained in the electronic documentation for the Software and Services, and Your use of such material is governed by the respective terms.

11.3 Consent to Collection and Use of Non-Personal Data

You agree that Apps Ltd may collect, maintain, process, and use diagnostic, technical, usage, and related information, including but not limited to information about Your Applications, device, or operating system that is gathered periodically related to the Software and Apps Ltd services, and to verify compliance with the terms of this Agreement. Apps Ltd may use this information, as long as it is in a form that does not personally identify You, to improve the Software, related services, or technologies to You and our customers.

11.4 Assignment

This Agreement may not be assigned, nor may any of Your obligations under this Agreement be delegated, in whole or in part, by You by operation of law, merger, or any other means without Apps Ltd's express prior written consent, and any attempted assignment without such consent will be null and void.

11.5 Relationship of Parties

This Agreement will not be construed as creating any other agency relationship, partnership, joint venture, fiduciary duty, or any other form of legal association between You and Apps Ltd, and You will not represent to the contrary, whether expressly, by implication, appearance, or otherwise. This Agreement is not for the benefit of any third parties.

11.6 Independent Development

Nothing in this Agreement will impair Apps Ltd's right to develop, acquire, license, market, promote, or distribute products or technologies that perform the same or similar functions as, or otherwise compete with, Applications or any other products or technologies that You may develop, produce, market, or distribute.

11.7 Notices

Any notices relating to this Agreement shall be in writing. Notices will be deemed given by Apps Ltd when sent to You at the email address You provided during the sign-up process. You consent to receive notices by email and agree that any such notices that Apps Ltd sends You electronically will satisfy any legal communication requirements. A party may change its email or mailing address by giving the other written notice as described above.

11.8 Severability

If a court of competent jurisdiction finds any clause of this Agreement to be unenforceable for any reason, that clause of this Agreement shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. However, if applicable law prohibits or restricts You from fully and specifically complying with this Agreement, it will immediately terminate, and You must immediately discontinue any use of the Software as described in the Section entitled "Term and Termination."

11.9 Waiver and Construction

Failure by Apps Ltd to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision. Any laws or regulations that provide that the language of a contract will be construed against the drafter will not apply to this Agreement. Section headings are for convenience only and are not to be considered in construing or interpreting this Agreement.

11.10 Export Control

You may not use, export, re-export, import, sell, or transfer the Software except as authorized by United States law, the laws of the jurisdiction in which You obtained the Software, and any other applicable laws and regulations. In particular, but without limitation, the Software may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By using the Software, You represent and warrant that You are not located in any such country or on any such list. You also agree that You will not use the Software for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of nuclear, missiles, or chemical or biological weapons.

11.11 Government End-users

The Software and any related documentation are "Commercial Items," as defined at 48 C.F.R. ¤2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. ¤12.212 or 48 C.F.R. ¤227.7202, as applicable. Consistent with 48 C.F.R. ¤12.212 or 48 C.F.R. ¤227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end-users (a) only as Commercial Items and (b) with only those rights as are granted to all other end-users pursuant to the terms and conditions herein. Unpublished rights are reserved under the copyright laws of the United States.

11.12 Dispute Resolutions

PLEASE BE ADVISED THAT THESE TERMS OF SERVICE CONTAIN PROVISIONS THAT GOVERN HOW YOU CAN BRING CLAIMS BETWEEN YOU AND APPS LTD, INCLUDING THE ARBITRATION AGREEMENT IN SECTION 2 BELOW. THESE TERMS OF SERVICE OUTLINE HOW SUCH CLAIMS ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE THE EFFECTIVE DATE OF THESE TERMS OF SERVICE. PLEASE REVIEW THE ARBITRATION AGREEMENT IN SECTION 2 CAREFULLY, AS IT REQUIRES YOU TO RESOLVE ALL DISPUTES WITH APPS LTD ON AN INDIVIDUAL BASIS AND, WITH LIMITED EXCEPTIONS, THROUGH FINAL AND BINDING ARBITRATION, YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. BY AGREEING TO THESE TERMS OF SERVICE, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THESE TERMS OF SERVICE AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

By agreeing to these Terms, you agree that you are required to resolve any claim that you may have against Apps Ltd on an individual basis in arbitration as set forth in this Arbitration Agreement, and not as a class, collective, coordinated, consolidated, mass and/or representative action. You and Apps Ltd are each waiving your right to a trial by jury. This Arbitration Agreement will preclude you from bringing any class, collective, coordinated, consolidated, mass and/or representative action against Apps Ltd, and also preclude you from participating in or recovering relief in any current or future class, collective, coordinated, consolidated, mass and/or representative action brought against Apps Ltd by someone else—except as provided below in Section 2(a)(3)(c). Thus, the parties agree that the Arbitrator shall not conduct any form of class, collective, coordinated, consolidated, mass and/or representative arbitration, nor join, coordinate, or consolidate claims of multiple individuals against Apps Ltd in a single proceeding—except as provided below in Section 2(a)(3)(c). For the avoidance of doubt, except as provided below in Section 2(a)(3)(c), this Arbitration Agreement precludes you from bringing or participating in any kind of class, collective, coordinated, consolidated, mass and/or representative or other kind of group, multi-plaintiff or joint action against Apps Ltd, other than participating in a classwide, collective, coordinated, consolidated, mass and/or representative settlement of claims.

(a) Agreement to Binding Arbitration Between You and Apps Ltd

(1) Covered Disputes: Except as expressly provided below in Section 2(b), you and Apps Ltd agree that any dispute, claim, or controversy in any way arising out of or relating to (i) these Terms and prior versions of these Terms, or the existence, breach, termination, enforcement, interpretation, scope, waiver, or validity thereof; (ii) your access to or use of the Services at any time; (iii) incidents or accidents resulting in personal injury to you or anyone else that you allege occurred in connection with your use of the Services (including, but not limited to, your use of the Software), regardless whether the dispute, claim, or controversy occurred or accrued before or after the date you agreed to these Terms, and regardless whether you allege that the personal injury was experienced by you or anyone else; and (iv) your relationship with Apps Ltd, will be settled by binding individual arbitration between you and Apps Ltd, and not in a court of law. This Arbitration Agreement survives after your relationship with Apps Ltd ends.

(2) Class Action Waiver: Any and all disputes, claims, or controversies between the parties shall be resolved only in individual arbitration. The parties expressly waive the right to have any dispute, claim, or controversy brought, heard, administered, resolved, or arbitrated as a class, collective, coordinated, consolidated, and/or representative action, and neither an arbitrator nor an arbitration provider shall have any authority to hear, arbitrate, or administer any class, collective, coordinated, consolidated, and/or representative action, or to award relief to anyone but the individual in arbitration. The parties also expressly waive the right to seek, recover, or obtain any non-individual relief. Notwithstanding anything else in this agreement, this Class Action Waiver does not prevent you or Apps Ltd from participating in a classwide, collective, and/or representative settlement of claims.

The parties further agree that if for any reason a claim does not proceed in arbitration, this Class Action Waiver shall remain in effect, and a court may not preside over any action joining, coordinating, or consolidating the claims of multiple individuals against Apps Ltd in a single proceeding, except that this Class Action Waiver shall not prevent you or Apps Ltd from participating in a classwide, collective, and/or representative settlement of claims. If there is a final judicial determination that any portion of this Class Action Waiver is unenforceable or unlawful for any reason, (i) any class, collective, coordinated, consolidated, and/or representative claims subject to the unenforceable or unlawful portion(s) shall proceed in a court of competent jurisdiction; (ii) the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration; (iii) the unenforceable or unlawful portion(s) shall be severed from this Arbitration Agreement; and (iv) severance of the unenforceable or unlawful portion(s) shall have no impact whatsoever on the enforceability, applicability, or validity of the Arbitration Agreement or the arbitrability of any remaining claims asserted by you or Apps Ltd.

(3) Mass Actions:

a. Mass Action Waiver:

Any and all disputes, claims, or controversies between the parties shall be resolved only in individual arbitration. The parties expressly waive the right to have any dispute, claim, or controversy brought, heard, administered, resolved, or arbitrated as a mass action, and neither an arbitrator nor an arbitration provider shall have any authority to hear, arbitrate, or administer any mass action or to award relief to anyone but the individual in arbitration—except as provided below in Section 2(a)(3)(c). The parties also expressly waive the right to seek, recover, or obtain any non-individual relief. The parties agree that the definition of a “Mass Action” includes, but is not limited to, instances in which you or Apps Ltd are represented by a law firm or collection of law firms that has filed 50 or more arbitration demands of a substantially similar nature against the other party within 180 days of the arbitration demand filed on your or Apps Ltd’s behalf, and the law firm or collection of law firms seeks to simultaneously or collectively administer and/or arbitrate all the arbitration demands in the aggregate. Notwithstanding anything else in this agreement, this Mass Action Waiver does not prevent you or Apps Ltd from participating in a mass settlement of claims.

b. Dispute Procedure:

Notwithstanding any provision to the contrary in the applicable arbitration provider’s rules, the arbitrator shall be empowered to determine whether the party bringing any claim has filed a Mass Action in violation of the Mass Action Waiver. Either party shall raise with the arbitrator or arbitration provider such a dispute within 15 days of its arising. If such a dispute arises before an arbitrator has been appointed, the parties agree that (i) a panel of three arbitrators shall be appointed to resolve only disputes concerning whether the party bringing any claim has filed a Mass Action in violation of the Mass Action Waiver. Each party shall select one arbitrator from the arbitration provider’s roster to serve as a neutral arbitrator, and these arbitrators shall appoint a third neutral arbitrator. If the parties’ arbitrators cannot agree on a third arbitrator, the arbitration provider will select the third arbitrator; (ii) Apps Ltd shall pay any administrative fees or costs incidental to the appointment of Arbitrators under this provision, as well as any fees or costs that would not be incurred in a court proceeding, such as payment of the fees of the arbitrators, as well as room rental; (iii) the arbitrators shall issue a written decision with findings of fact and conclusions of law; and (iv) any further arbitration proceedings or assessment of arbitration-related fees shall be stayed pending the arbitrators’ resolution of the parties’ dispute. If the arbitrator or panel of arbitrators determines that you have violated the Mass Action Waiver, the parties shall have the opportunity to opt out of arbitration within 30 days of the arbitrator’s or panel of arbitrator’s decision. You may opt out of arbitration by providing written notice of your intention to opt out to the arbitration provider and to Apps Ltd Technologies, Inc., Attn: Legal Department, 1515 3rd Street, San Francisco, CA 94158 via USPS Priority Mail or hand delivery. This written notice must be signed by you, and not any attorney, agent, or other representative of yours. Apps Ltd may opt out of arbitration by sending written notice of its intention to opt out to the arbitration provider and to you or your attorney, agent, or representative if you are represented. For the avoidance of doubt, the ability to opt out of arbitration described in this Section 2(a)(3)(b) only applies if the arbitrator or panel of arbitrators determines that you have violated the Mass Action Waiver. If the parties proceed with arbitration, the parties agree that arbitrations will be batched as provided in Section 2(a)(3)(c) below.

c. Batching:

i. To increase efficiency of resolution in the event a Mass Action is filed and neither party exercises its right to opt out of arbitration pursuant to Section 2(a)(3)(b) above, the following procedure shall apply. At the request of either party, an arbitrator shall be selected according to the applicable arbitration provider’s rules to act as a special master (“Special Master”) to resolve threshold disputes regarding the propriety of some or all the arbitration demands submitted in the Mass Action (“Mass Arbitration Demands”). These threshold disputes may include, but are not limited to:

1. Any dispute regarding filing fees owed with respect to the Mass Arbitration Demands, including whether claimants have submitted valid fee waivers;

2. Any dispute regarding whether the applicable arbitration provider has complied with the Arbitration Agreement with respect to processing and administering the Mass Arbitration Demands;

3. Any dispute regarding whether the Mass Arbitration Demands meet the requirements set forth in Section 2(d) below;

4. Whether claimants are barred from proceeding with their claims based on a prior settlement agreement, violation of these Terms, or expiration of the statute of limitations;

5. Any dispute relating to representation of the same claimant by multiple law firms;

6. Any dispute regarding whether the Mass Arbitration Demands were filed with the correct arbitration provider;

7. Any dispute regarding discovery common to all claims; and

8. Any disputes regarding legal or factual issues common to all claims.

Any such request shall be made within 15 days following the expiration of the opt-out period described in Section 2(a)(3)(b), and may be made by providing written notice to the arbitration provider. Upon the request of either party to appoint a Special Master to resolve the foregoing issues, the applicable arbitration provider shall refrain from further processing any of the Mass Arbitration Demands to which a dispute has been raised. No further payment for filing fees, administrative costs, or arbitrator fees shall be deemed due with respect to any of the Mass Arbitration Demands as to which a dispute has been raised until after the dispute(s) has/have been resolved by the Special Master. Apps Ltd shall be responsible for the applicable arbitration provider’s and Special Master’s fees and costs related to the proceedings before the Special Master.

A Special Master appointed pursuant to this procedure shall have no authority to consolidate cases.

ii. After proceedings before the Special Master have concluded, to the extent any of the Mass Arbitration Demands are permitted to proceed, the parties shall group the Mass Arbitration Demands into batches of no more than 100 demands per batch by state of residence, and then alphabetically by last name (plus, to the extent there are less than 100 arbitration demands left over after the batching described above, a final batch consisting of the remaining demands), and shall inform the arbitration provider of the batches and their compositions within 14 days of the conclusion of proceedings before the Special Master. The arbitration provider shall treat each batch of claims as one case, with each case having one demand for arbitration, one appointed arbitrator, and one set of administrative documents and administrative and filing fees per batch. The parties shall randomly assign sequential numbers to each batch, and only one batch shall proceed to arbitration at a time in the order of the random sequential numbers. A separate arbitrator will be appointed to, and administrative and filing fees assessed for, each batch as the batch proceeds to arbitration. You agree to cooperate in good faith with Apps Ltd and the arbitration provider to implement such a batch approach to resolution and fees. Nothing in this provision shall be construed as limiting the right to object that the filing or presentation of multiple arbitration demands by or with the assistance of the same law firm or organization violates any term of this Agreement.

iii. If any Mass Arbitration Demands were originally processed as individual arbitration demands before this batching procedure was commenced, further proceedings, including the assessment of further arbitration filing or administration fees to either party shall be governed by the procedures set forth in this Section 2(a)(3).

(4) Delegation Clause: Only an arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute arising out of or relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including without limitation any claim that all or any part of this Arbitration Agreement is void or voidable. An arbitrator shall also have exclusive authority to resolve all threshold arbitrability issues, including issues relating to whether these Terms are applicable, unconscionable, or illusory and any defense to arbitration, including without limitation waiver, delay, laches, or estoppel. However, only a court of competent jurisdiction, and not an arbitrator, shall have the exclusive authority to resolve any and all disputes arising out of or relating to the Class Action Waiver and Mass Action Waiver, including, but not limited to, any claim that all or part of the Class Action Waiver and/or Mass Action Waiver is unenforceable, unconscionable, illegal, void, or voidable—except that, as stated and pursuant to the procedures provided in Section 2(a)(3)(b), an arbitrator or panel of arbitrators shall have authority to determine whether the party bringing any claim has violated the Mass Action Waiver.

(5) Application to Third Parties: This Arbitration Agreement shall be binding upon, and shall include any claims brought by or against any third parties, including but not limited to your spouses, heirs, third-party beneficiaries and assigns, where their underlying claims arise out of or relate to your use of the Services. To the extent that any third-party beneficiary to this agreement brings claims against the Parties, those claims shall also be subject to this Arbitration Agreement.

(b) Exceptions to Arbitration

Notwithstanding the foregoing, this Arbitration Agreement shall not require arbitration of the following claims:

(i) individual claims brought in small claims court so long as the matter remains in such court and advances only on an individual basis;

(ii) individual claims of sexual assault or sexual harassment occurring in connection with your use of the Services; and/or

(iii) injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

Such claims may be brought and litigated in a court of competent jurisdiction by you on an individual basis only. On an individual basis means that you cannot bring such claims as a class, collective, coordinated, consolidated, mass and/or representative action against Apps Ltd. For the avoidance of doubt, this precludes you from bringing claims as or participating in any kind of any class, collective, coordinated, consolidated, mass and/or representative or other kind of group, multi-plaintiff or joint action against Apps Ltd and no action brought by you may be consolidated or joined in any fashion with any other proceeding. Where your claims are brought and litigated to completion on such an individual basis in a court of competent jurisdiction, Apps Ltd agrees to honor your election.

The parties’ agreement not to require arbitration in these limited instances does not waive the enforceability of this Arbitration Agreement as to any other provision (including, but not limited to, the waivers provided for in Section 2(a), which will continue to apply in court as well as in arbitration), or the enforceability of this Arbitration Agreement as to any other controversy, claim, or dispute.

(c) Rules and Governing Law

For disputes arising in California, the arbitration will be administered by ADR Services, Inc. (“ADR”) in accordance with ADR’s Arbitration Rules (the “ADR Rules”) in effect at the time that the claim is brought, unless the parties agree otherwise in writing. The ADR Rules are available at www.adrservices.com or by searching for “ADR Arbitration Rules” using a service such as www.google.com or www.bing.com. The arbitration shall be heard by one arbitrator (the “Arbitrator”) selected in accordance with the ADR Rules.

For disputes arising outside of California (or for disputes arising in California only if ADR cannot or will not administer the arbitration), the parties shall be required to meet and confer to select a neutral arbitration provider. Such an arbitration provider shall have operations in the state in which the dispute arises. If the parties are unable to mutually agree upon an arbitration provider, then either party may invoke 9 U.S.C. § 5 to request that a court of competent jurisdiction appoint an arbitration provider with operations in the state in which the dispute arises. Any arbitration provider appointed by a court under 9 U.S.C. § 5 shall conduct arbitration solely on an individualized basis as set forth in this Section 2. Once the parties mutually agree upon a neutral arbitration provider, or an arbitrator provider is appointed under 9 U.S.C. § 5, the ensuing arbitration shall commence pursuant to the rules of the designated arbitration provider, except as designated herein.

Notwithstanding any choice of law or other provision in these Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties to be bound by the provisions of the FAA for all purposes, including, but not limited to, interpretation, implementation, enforcement, and administration of this Arbitration Agreement, and that the FAA and the applicable arbitration provider’s rules shall preempt all state laws to the fullest extent permitted by law. All statutes of limitations that would otherwise be applicable will apply to any arbitration proceeding. If the FAA and applicable arbitration provider’s rules are found to not apply to any issue regarding the interpretation or enforcement of this Arbitration Agreement, then that issue shall be resolved under the laws of the state where you reside when you accept these Terms.

Any dispute, claim, or controversy arising out of or relating to incidents or accidents resulting in personal injury (including but not limited to sexual assault or harassment claims) that you allege occurred in connection with your use of the Services, whether before or after the date you agreed to the Terms, shall be governed by and construed in accordance with the laws of the state in which the incident or accident occurred.

(d) Process

Pre-Arbitration Dispute Resolution and Notification. The parties agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost, and mutually beneficial outcome. The parties therefore agree that, before either party demands arbitration against the other, we will personally meet and confer, via telephone or videoconference, in a good-faith effort to resolve informally any claim covered by this Arbitration Agreement. Multiple individuals initiating claims cannot participate in the same informal telephonic dispute resolution conference. If you are represented by counsel, your counsel may participate in the conference, but you shall also fully participate in the conference. The party initiating the claim must give notice to the other party in writing of their intent to initiate an informal dispute resolution conference, which shall occur within 60 days after the other party receives such notice, unless an extension is mutually agreed upon by the parties. To notify Apps Ltd that you intend to initiate an informal dispute resolution conference, write to info@apps.limited, Attn: Legal Department, providing your name, the telephone number(s) associated with your account (if any), the email address(es) associated with your account, and a description of your claim. Engaging in an informal dispute resolution conference is a condition precedent that must be fulfilled before commencing arbitration, and the Arbitrator shall dismiss any arbitration demand filed before completion of an informal dispute resolution conference. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.

Initiating Arbitration. In order to initiate arbitration following the conclusion of the informal dispute resolution process required by this Section, a party must provide the other party with a written demand for arbitration and file the demand with the applicable arbitration provider, as determined by Section 2(c). A party initiating an arbitration against Apps Ltd must send the written demand for arbitration to info@apps.limited, Attn: Legal Department. Additionally, a party initiating arbitration against Apps Ltd must send an electronic version of the demand for arbitration to the Arbitration Provider.

By signing the demand for arbitration, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that (i) the demand for arbitration is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (ii) the claims and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (iii) the factual contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. The Arbitrator shall be authorized to afford any relief or impose any sanctions available under Federal Rule of Civil Procedure 11 or any applicable state law for either party’s violation of this requirement.

(e) Location

The arbitration will be conducted in the United States. Your right to a hearing will be determined by the applicable arbitration provider’s rules. Subject to the applicable arbitration provider’s rules, the Arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

(f) Offers of Judgment

At least 10 days before the date set for the arbitration hearing, any party may serve an offer in writing upon the other party to allow judgment on specified terms. If the offer is accepted, the offer with proof of acceptance shall be submitted to the arbitrator, who shall enter judgment accordingly. If the offer is not accepted prior to the arbitration hearing or within 30 days after it is made, whichever occurs first, it shall be deemed withdrawn, and cannot be given in evidence upon the arbitration. If an offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party shall not recover their post-offer costs and shall pay the offering party’s costs from the time of the offer.

(g) Arbitrator’s Decision

The Arbitrator will render an award within the time frame specified in the applicable arbitration provider’s rules. Judgment on the arbitration award may be entered in any court of competent jurisdiction. The Arbitrator may award

The Arbitrator is not bound by decisions reached in separate arbitrations, and the Arbitrator’s decision shall be binding only upon the parties to the arbitration that are the subject of the decision.

The Arbitrator shall award reasonable costs incurred in the arbitration to the prevailing party in accordance with the law(s) of the state in which arbitration is held.

(h) Fees

With the exception of the provisions governing payment of arbitration costs set forth above, your responsibility to pay any filing, administrative, and arbitrator fees will be solely as set forth in the applicable arbitration provider’s rules and shall be up to the amount you would be required to pay if you filed a claim in court.

Any and all disputes regarding a party’s obligation to pay any arbitration fees or costs that arise after an arbitrator is appointed shall be determined solely by the arbitrator. If such a dispute arises before an arbitrator has been appointed, and if no Special Master has been requested by either party pursuant to Section 2(a)(3)(c)(i) of these Terms, the parties agree that (i) the due date for any disputed fees shall be stayed pending resolution of the parties’ dispute, (ii) a panel of three arbitrators shall be appointed to resolve the parties’ dispute concerning a party’s obligation to pay fees or costs of arbitration, (iii) the panel of arbitrators shall be appointed by each party selecting one arbitrator from the arbitration provider’s roster to serve as neutral arbitrators, and these arbitrators shall appoint a third neutral arbitrator. If the parties’ arbitrators cannot agree on a third arbitrator, the arbitration administrator will select the third arbitrator, (iv) Apps Ltd shall pay any administrative fees or costs incidental to the appointment of a panel of arbitrators under this provision, as well as any fees or costs that would not be incurred in a court proceeding, such as payment of the fees of the arbitrator(s), as well as room rental, and (v) the arbitrator(s) shall issue a written decision with findings of fact and conclusions of law. If two or more fee disputes between a claimant and Apps Ltd arise at or around the same time, the disputes may be consolidated for resolution by a single arbitrator or panel of arbitrators either at the agreement of the parties or the election of the party common to all such disputes.

(i) Severability and Survival

If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (i) the unenforceable or unlawful provision shall be severed from these Terms; (ii) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

11.13 Entire Agreement; Governing Language

This Agreement constitutes the entire agreement between the parties with respect to the use of the Software licensed hereunder and supersedes all prior understandings. This Agreement may be modified only:

(a) By a written amendment signed by both parties, or

(b) To the extent expressly permitted by this Agreement (for example, by Apps Ltd by written or email notice to you).

Any translation of this Agreement is done for local requirements, and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern.



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