1. ACCEPTANCE OF TERMS

1.1. These Terms govern your use of the Nayo mobile application (the “App”) created by TechVine Pte Ltd (the “Developer”, referred also as “we”, “us”, and “our”). The App, together with the Content, tools, transactions and other services available by using the App, are collectively referred to as the “Service”.

1.2. These Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”), and the Developer, concerning your access to and use of the Service. You agree that by accessing the Service, you have read, understood, and agreed to be bound by all of these Terms. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

1.3. We reserve the right, in our sole discretion, to make changes or modifications to these Terms from time to time. We will alert you about any changes by updating the “Last updated” date of these Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by your continued use of the Service after the date such revised Terms are posted.

1.4. The Service is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Service.

2. DISCLAIMERS

2.1. We cannot guarantee that:

2.1.1. The Service will fully meet your specific requirements.

2.1.2. The Service will operate continuously, be entirely free from interruptions, secure, or free of errors.

2.1.3. The results obtained from using the Service will be completely accurate or reliable.

2.1.4. Any products, services, information, or materials acquired through the Service will meet your expectations or provide any guaranteed benefits.

2.1.5. Not all information provided in the App is suitable for every individual. The Service is intended to be a tool that may help you achieve your overall lifestyle goals. You acknowledge that engaging in any activities inspired or encouraged by the Service may entail risks, and you assume full responsibility for your own health, well-being, and that of your family, including children (both born and unborn, as applicable), other people you interact with and all your present and future decisions.

2.1.6. The information provided through our Service is for informational and entertainment purposes only. It is not intended to replace professional advice, including, but not limited to, (A) medical or psychiatric advice, diagnosis, or treatment, (B) financial or investment advice, or (C) legal advice. Never disregard or delay seeking professional medical or other advice. Your reliance on the information provided by the Service is solely at your own discretion. Any decisions made based on this information will be your sole responsibility.

2.1.7. We make no warranties or representations about the accuracy or completeness of the Service’s content or the content of any websites or mobile applications linked to the Service, and we will assume no liability or responsibility for any (1) errors, mistakes, or inaccuracies of content and materials, (2) personal injury or property damage of any nature whatsoever, resulting from your access to and use of the Service, (3) any unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein, (4) any interruption or cessation of transmission to or from the Service, (5) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the Service by any third party, and/or (6) any errors or omissions in any content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via the Service. We do not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Service, any hyperlinked website, or any website or mobile application featured in any banner or other advertising, and we will not be a party to or in any way be responsible for monitoring any transaction between you and any third-party providers of products or services. As with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate.

3. SERVICE

3.1. The information provided when using the Service is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Service from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

3.2. The Service is not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use the Service. You may not use the Service in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

4. INTELLECTUAL PROPERTY RIGHTS

4.1 Our intellectual property

4.1.1. We are the owner or the licensee of all intellectual property rights in our Service, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Service (collectively, the “Content”), as well as the trademarks, service marks, and logos contained therein (the “Marks”).

4.1.2. Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world.

4.1.3. The Content and Marks are provided in or through the Service “AS IS” for your personal, non-commercial use or internal business purpose only.

4.2 Your use of our Service

4.2.1. Subject to your compliance with these Terms, including the “USER REPRESENTATIONS AND PROHIBITED ACTIVITIES” section below, we grant you a non-exclusive, non-transferable, revocable right to access the Service solely for your personal, non-commercial use or internal business purpose.

4.2.2. Except as set out in this section or elsewhere in these Terms, no part of the Service and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

4.2.3. If you wish to make any use of the Service, Content, or Marks other than as set out in this section or elsewhere in our Terms, please address your request to: support@Nayoapp.com. If we ever grant you the permission to post, reproduce, or publicly display any part of our Service or Content, you must identify us as the owners or licensors of the Service, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content.

4.2.4. We reserve all rights not expressly granted to you in and to the Service, Content, and Marks.

Any breach of these Intellectual Property Rights will constitute a material breach of our Terms and your right to use our Service will terminate immediately.

4.3 Your submissions

4.3.1. Please review this section and the “USER REPRESENTATIONS AND PROHIBITED ACTIVITIES” section carefully prior to using our Service to understand the (a) rights you give us and (b) obligations you have when you post or upload any content through the Service.

4.4 Submissions

4.4.1. By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Service (“Submissions”), you agree to assign to us all intellectual property rights in such Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.

5. USER REPRESENTATIONS AND PROHIBITED ACTIVITIES

5.1 By using the Service, you represent and warrant that:

5.1.1. You have the legal capacity and you agree to comply with these Terms.

5.1.2. You are not a minor in the jurisdiction in which you reside.

5.1.3. You will not access the Service through automated or non-human means, whether through a bot, script, or otherwise.

5.1.4. You will not use the Service for any illegal or unauthorized purpose and your use of the Service will not violate any applicable law or regulation.

5.1.5. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).

5.1.6. You may not access or use the Service for any purpose other than that for which we make the Service available.

5.1.7. The Service may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

5.2 As a user of the Service, you agree not to:

5.2.1. Systematically retrieve data or other content from the Service to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.

5.2.1. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.

5.2.3. Circumvent, disable, or otherwise interfere with security-related features of the Service, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Service and/or the Content contained therein.

5.2.4. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Service.

5.2.5. Use any information obtained from the Service in order to harass, abuse, or harm another person.

5.2.6. Make improper use of our support services or submit false reports of abuse or misconduct.

5.2.7. Use the Service in a manner inconsistent with any applicable laws or regulations.

5.2.8. Engage in unauthorized framing of or linking to the Service.

5.2.9. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Service or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Service.

5.2.10. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.

5.2.11. Delete the copyright or other proprietary rights notice from any Content.

5.2.12. Attempt to impersonate another user or person or use the username of another user.

5.2.13. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).

5.2.14. Interfere with, disrupt, or create an undue burden on the Service or the networks or services connected to the Service.

5.2.15. Attempt to bypass any measures of the Service designed to prevent or restrict access to the Service, or any portion of the Service.

5.2.16. Copy or adapt the Service’s software, including but not limited to Flash, PHP, HTML, JavaScript, Dart or other code.

5.2.17. Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Service.

5.2.18. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Service, or use or launch any unauthorized script or other software.

5.2.19. Use a buying agent or purchasing agent to make purchases on the Service.

5.2.20. Make any unauthorized use of the Service, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.

5.2.21. Use the Service as part of any effort to compete with us or otherwise use the Service and/or the Content for any revenue-generating endeavor or commercial enterprise.

6. MOBILE APPLICATION LICENSE

6.1 Use License

6.1.1. If you access the Service via the App, then we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the App on wireless electronic devices owned or controlled by you, and to access and use the App on such devices strictly in accordance with the terms and conditions of this mobile application license contained in these Terms.

6.2 You shall not:

6.2.1. Except as permitted by applicable law, decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the App.

6.2.2. Make any modification, adaptation, improvement, enhancement, translation, or derivative work from the App.

6.2.3. Violate any applicable laws, rules, or regulations in connection with your access or use of the App.

6.2.4. Remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by us or the licensors of the App.

6.2.5. Use the App for any revenue-generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended.

6.2.6. Make the App available over a network or other environment permitting access or use by multiple devices or users at the same time.

6.2.7. Use the App for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the App.

6.2.8. Use the App to send automated queries to any website or to send any unsolicited commercial email or use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the App.

6.3 Apple and Android Devices

The following terms apply when you use the App obtained from either the Apple Store or Google Play (each an “App Distributor”) to access the Service:

6.3.1. The license granted to you for our App is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service.

6.3.2. We are responsible for providing any maintenance and support services with respect to the App as specified in the terms and conditions of this mobile application license contained in these Terms or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the App.

6.3.3. In the event of any failure of the App to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the App, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the App.

6.3.4. You represent and warrant that (i) you are not located in a country that is subject to a US government embargo, or that has been designated by the US government as a “terrorist supporting” country and (ii) you are not listed on any US government list of prohibited or restricted parties.

6.3.5. You must comply with applicable third-party terms of agreement when using the App, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the App and you acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this mobile application license contained in these Terms, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in these Terms against you as a third-party beneficiary thereof.

7. SUBSCRIPTION FEES AND PAYMENT

7.1. The App can be downloaded for free. However, certain features of the Service may be accessed through a subscription fee. You will be responsible for paying the applicable fees, including any related taxes, to the App Store when they are due.

7.2. As allowed by applicable laws, we reserve the right to change subscription fees at any time. If there are any pricing changes, we will provide you with reasonable notice by posting the updated prices on the App and/or sending you an email notification. If you do not wish to pay the new fees, you can cancel the applicable subscription before the changes take effect.

7.3. By signing up for certain subscriptions, you authorize the App Store to charge the applicable fees to the payment card you have provided.

7.4. When subscribing to certain services, you acknowledge that your subscription may be automatically renewed. Unless you cancel your subscription, you authorize the App Store to charge you for the renewal term. The auto-renewal period will be the same as your initial subscription period, unless otherwise disclosed on the Service. The renewal rate will not exceed the rate for the immediately prior subscription period, excluding any promotional and discount pricing, unless we notify you of a rate change before your auto-renewal. Cancellation procedures for specific subscriptions will be disclosed to you. Refunds will not be provided for fees that have accrued to your account, and fees will not be prorated for a canceled subscription.

7.5. A free trial subscription for the Service may be offered. The free trial will grant you access to the Service for a specified period, as detailed during the sign-up process. If you do not cancel before the free trial ends or unless otherwise stated, you will be automatically billed the applicable fees for continued access to the Service. We may send you a reminder before the free trial ends, but we do not guarantee such notifications. It is your responsibility to know when the free trial will end. We reserve the right, at our discretion, to modify or terminate any free trial offer, your access to the Service during the free trial, or any of these terms without prior notice and without liability. We also reserve the right to restrict your ability to take advantage of multiple free trials.

7.6. The Service and your access to it expire at the end of the paid subscription period. If you fail to pay the fees or charges due, we will make reasonable efforts to notify you and address the issue. However, we retain the right to disable or terminate your access to the Service (with or without notice) if payment is not received.

7.7. Subscriptions purchased via an App Store are subject to the refund policies of that particular App Store. As a result, we are unable to grant refunds, and you will need to contact App Store support for any refund requests.

8. ADVERTISERS

8.1. We allow advertisers to display their advertisements and other information in certain areas of the Service, such as sidebar advertisements or banner advertisements. We simply provide the space to place such advertisements, and we have no other relationship with advertisers.

9. SERVICE MANAGEMENT

9.1 We reserve the right, but not the obligation, to:

9.1.1. Monitor the Service for violations of these Terms.

9.1.2. Take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms, including without limitation, reporting such user to law enforcement authorities.

9.1.3. In our sole discretion and without limitation, notice, or liability, to remove from the Service or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems and otherwise manage the Service in a manner designed to protect our rights and property and to facilitate the proper functioning of the Service.

10. TERM AND TERMINATION

10.1. These Terms shall remain in full force and effect while you use the Service. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICE OR DELETE ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

10.2. If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

11. MODIFICATIONS AND INTERRUPTIONS

11.1. We reserve the right to change, modify, or remove the contents of the Service at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Service.

11.2. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Service.

11.3. We cannot guarantee the Service will be available at all times.

11.4. We may experience hardware, software, or other problems or need to perform maintenance related to the Service, resulting in interruptions, delays, or errors.

11.5. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Service at any time or for any reason without notice to you.

11.6. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Service during any downtime or discontinuance of the Service.

11.7. Nothing in these Terms will be construed to obligate us to maintain and support the Service or to supply any corrections, updates, or releases in connection therewith.

12. DISPUTE RESOLUTION

12.1 Informal Negotiations

12.1.1. To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms (each a “Dispute” and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

12.2 Binding Arbitration

12.2.1. PLEASE READ THIS ARBITRATION PROVISION CAREFULLY TO UNDERSTAND YOUR RIGHTS. EXCEPT WHERE PROHIBITED BY LAW, YOU AGREE THAT ANY CLAIM THAT YOU MAY HAVE IN THE FUTURE MUST BE RESOLVED THROUGH FINAL AND BINDING CONFIDENTIAL ARBITRATION. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY. THE RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS DISCOVERY OR THE RIGHT TO APPEAL, MAY BE MORE LIMITED OR MAY NOT EXIST.

12.2.2. Any dispute arising from the relationships between the Parties to these Terms must be determined by one arbitrator who will be chosen in accordance with the Arbitration and Internal Rules of the European Court of Arbitration being part of the European Centre of Arbitration having its seat in Strasbourg, and which are in force at the time the application for arbitration is filed, and of which adoption of this clause constitutes acceptance. The seat of arbitration shall be London, USA. The language of the proceedings shall be English. Applicable rules of substantive law shall be the law of USA and Wales.

12.2.3. You agree to comply with the following rules, which are intended to streamline the arbitration process and reduce the costs and burdens on the parties: (i) the arbitration will be conducted online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration; (ii) the arbitration will not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and (iii) any judgment on the award the arbitrator renders may be entered in any court of competent jurisdiction.

12.2.4. YOU HAVE THE RIGHT TO OPT-OUT OF THIS ARBITRATION PROVISION WITHIN THIRTY (30) DAYS FROM THE DATE THAT YOU FIRST USE, OR ATTEMPT TO USE, THE SERVICE BY CONTACTING US VIA OUR SUPPORT OR TO THE ARBITRATION NOTICE ADDRESS. FOR YOUR OPT-OUT TO BE EFFECTIVE, YOU MUST SUBMIT A SIGNED WRITTEN NOTICE OPTING OUT AND CONTAINING ENOUGH DETAILS ABOUT YOU FOR US TO BE ABLE TO IDENTIFY YOU WITHIN THIRTY (30) DAYS. IF MORE THAN THIRTY (30) DAYS HAVE PASSED, YOU ARE NOT ELIGIBLE TO OPT OUT OF THIS PROVISION AND YOU MUST PURSUE YOUR CLAIM THROUGH BINDING ARBITRATION AS SET FORTH IN THIS AGREEMENT.

12.3 Restrictions

12.3.1. You agree that any arbitration must be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

12.3.2. You further agree that the arbitrator may not consolidate proceedings or claims or otherwise preside over any form of a representative or class proceeding.

12.4 Exceptions to Informal Negotiations and Arbitration

12.4.1. The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction below, and the Parties agree to submit to the personal jurisdiction of that court.

12.4.2. For the avoidance of doubt, you agree that, in the event the Developer or a third party breaches these Terms, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against us, and your only remedy will be for monetary damages, subject to the limitations of liability set forth in these Terms.

13. GOVERNING LAW

13.1. These Terms are governed by and interpreted following the laws of USA and Wales.

13.2. To the extent that any action relating to any dispute hereunder is for whatever reason not submitted to arbitration, each of the parties submits to the exclusive jurisdiction of the courts of USA to settle any disputes which may arise out of or in connection with these Terms, and proceedings must be brought in such courts.

13.3. The parties irrevocably submit to the personal jurisdiction and venue of the courts of USA and waive any defenses of improper venue or forum non-conveniens.

14. LIMITATIONS OF LIABILITY

14.1. In no event will we or our directors, employees, or agents be liable to you or any third party for any direct, indirect, consequential, exemplary, incidental, special, or punitive damages, including lost profit, lost revenue, loss of data, or other damages arising from your use of the Service, even if we have been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, our liability to you for any cause whatsoever and regardless of the form of the action, will at all times be limited to the amount paid, if any, by you to us during the six (6) month period prior to any cause of action arising. Certain US state laws and international laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers or limitations may not apply to you, and you may have additional rights.

15. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of:

15.1. Use of the Service.

15.2. Breach of these Terms.

15.3. Any breach of your representations and warranties set forth in these Terms.

15.4. Your violation of the rights of a third party, including but not limited to intellectual property rights or any overt harmful act toward any other user of the Service with whom you connected via the Service. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims.

15.5. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

16. MISCELLANEOUS

16.1. These Terms and any policies or operating rules posted by us on the Service or in respect to the Service constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control.

16.2. If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

16.3. There is no joint venture, partnership, employment, or agency relationship created between you and us as a result of these Terms or use of the Service. You agree that this Legal All information communicated on the Service is considered an electronic communication.

16.4. When you communicate with us through or on the Service or via other forms of electronic media, such as e-mail, you are communicating with us electronically. You agree that we may communicate electronically with you and that such communications, as well as notices, disclosures, agreements, and other communications that we provide to you electronically, are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by the party sending the communication. You further acknowledge and agree that by clicking on a button labeled “SUBMIT,” “CONTINUE,” “REGISTER,” “I AGREE,” “GET STARTED,” or similar links or buttons, you are submitting a legally binding electronic signature and are entering into a legally binding contract. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by these Terms. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS AND TO THE ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SERVICE.

17. CONTACT US

In order to resolve a complaint regarding the Service or to receive further information regarding the use of the Service, please contact us at:

nayo@thvine.com.