YOUR ORDER OF, USE OF, AND ACCESS TO, THE PRODUCTS, PRODUCT SITES AND CONTENT ARE SUBJECT TO
ALL TERMS AND CONDITIONS
CONTAINED HEREIN AND ALL APPLICABLE LAWS AND REGULATIONS. PLEASE READ THESE TERMS AND
CONDITIONS CAREFULLY. YOUR ORDER
OF, ACCEPTANCE OF, USE OF, AND/OR ACCESS TO, THE PRODUCTS, PRODUCT SITES AND/OR CONTENT
CONSTITUTES YOUR AGREEMENT TO
ABIDE BY EACH OF THE TERMS AND CONDITIONS SET FORTH HEREIN. IF YOU DO NOT AGREE WITH ANY OF
THESE TERMS OR CONDITIONS,
DO NOT ORDER, USE OR ACCESS ANY PRODUCT, PRODUCT SITES OR CONTENT, OR ANY OF THE INFORMATION
WITHIN THE PRODUCT, PRODUCT
SITES, OR CONTENT, AND CONTACT CUSTOMER SUPPORT TO CANCEL YOUR MEMBERSHIP.
HOW TO ACCEPT THIS AGREEMENT
You accept this agreement by:
Agreeing in writing through accepting this Agreement in the Site, via e-mail or otherwise by
executing this Agreement or
activating the Services.
When you accept, you are representing that you are at least 18 years old and are legally
able to enter into a contract.
If you're accepting for an organization, you are representing that you are authorized to
bind that organization, and
where the context requires, 'you' means the organization. By accepting, you are agreeing to
every provision of this
Agreement whether or not you have to read it.
Once you have accepted this Agreement, we will process your acceptance as an offer to
receive Service. We will then
review the offer, including without limitation assessing your identity and authenticity.
Once we are ready to offer
Service for you, we will inform you that your Service has commenced, constituting our
acceptance of your offer.
If we feel unable, or if at our sole discretion, we decide not to provide you with Service,
we will inform you of this
by email and we will not process your order. If you have already paid for the Services, we
will refund you the full
amount as soon as possible in the same method of payment used in the attempted purchase of
HOW TO ACCEPT THIS AGREEMENT
This Agreement establishes the legal terms and conditions of the agreement between us
(collectively this “Agreement”) on
which we sell to you any of the Services (defined below) that are described on our website
For purposes of this Agreement, “you” or “your” refer to the customer agreeing to the terms
and conditions of this
Agreement; “us,” “we,” or “our” refer to LIVIKA LP (Office 29, Clifton House, Fitzwilliam
Street Lower, Dublin 2, D02
XT91, Republic of Ireland, Registration No. LP1755) d/b/a primewealthinvestment.com; “Bitcoin”
to the peer-to-peer internet
commodity further described at www.bitcoin.org and “Bitcoins” refers to individual units of
This Agreement will apply to any Services (defined below). Please read this Agreement
carefully and make sure that you
understand it before ordering any Services from the Site. Please note that by purchasing a
Service, you agree to be
bound by this Agreement and the other documents expressly referred to herein. Please execute
this Agreement by clicking
the button labeled “Register an account” on the Site version. If you refuse to accept the
terms and conditions of this
Agreement, you will not be able to purchase a Services, or to access your portal related to
an existing Services.
You should print a copy of this Agreement or save it for your future reference.
Every time you purchase a Service, please refer to the most current version of this
Agreement made available on the Site
to ensure you understand the terms which will apply at that time. This Agreement was most
recently updated on April 24,
This Agreement is only in the English language.
INFORMATION ABOUT US
1.1. We operate the Site primewealthinvestment.com. To contact us, please see our customer
2.1. Mining Hardware, Services and Pool. Bitcoin mining hardware (“Mining Hardware”)
consists of specialized computing
hardware, computer programs, networking interconnectivity and associated facilities that run
proprietary Bitcoin mining
software (“Software”). We are selling you the specific volume of processing power (the
'Service' or 'Services') of that
Mining Hardware corresponding to an amount of processing power (measured in billions of
Bitcoin calculations per second
or “Gigahashes”) specified in each order for probable, but not guaranteed, opportunity to
earn. We rent all Mining
Hardware to provide Services to you and our other users (“Users”) and which we also use
ourselves for our own account.
2.2. Mining Contracts.
a. When you enter this Agreement to offer us the right to provide you Service, and we accept
your offer by sending you
an order confirmation (an “Order Confirmation”), a contract (a “Mining Contract”) to provide
Service is formed. Upon
commencement of Service, we will allocate a part of Mining Hardware equal to certain amount
of Bitcoin mining computer
computational power (“Mining Contract Capacity”) to you for your use in mining Bitcoins.
b. The types of Mining Contracts potentially available at any time are described in detail
at primewealthinvestment.com. You must
have purchased a Mining Contract to have any right to use Services to obtain any right to
Product (defined below).
c. The types of Mining Contracts potentially available at any time are described in detail
at Customers have two Limit
to use each Investment plan and withdraw profits. Also upgrade to the next plan and continue
to withdraw profits.
Withdrawal of Capital After one month of investment. We grow your capital while we pay
profits instantly as soon as
contract expire .
2.3. Rental of Mining Hardware. We rent the Mining Hardware to provide Services to you and
our other Users, including
customers who have current and valid Mining Contracts and also to use ourselves for our own
account. You acknowledge
that by executing this Agreement and reserving a Mining Contract, and by logging into our
Site and accessing your
account, you are undertaking Bitcoin mining on your behalf only, at your own risk and for
your own benefit. In
allocating to you the Mining Contract Capacity, we will use commercially reasonable efforts
to rent the Mining Hardware
on your behalf, partially on behalf of our other Users, and partially on behalf of
ourselves. We retain for our own
benefit the portion of the total Mining Hardware not allocated through Mining Contracts.
2.4. Mining Product. The Mining Hardware will mine Bitcoins by utilizing Hashing Power. The
Bitcoins produced by the
Mining Hardware (the “Product”) will be centrally collected by us, and we will distribute a
portion of the Product to
Users (“Customer Portion”) based upon the Mining Contract Capacity allocated under valid
Mining Contracts held by Users
during the period of effectiveness of your Mining Contract (the “Term”), with such
distributions subject to Maintenance
2.5. Distribution of Product Portions. Customer Portions will be distributed to your Bitcoin
Wallet (defined below).
2.6. Termination. Any particular Mining Contract Capacity shall be terminated by us (i.e.,
it shall no longer be
effective and will not be reinstated) if for 72 consecutive hours the Customer Portions
related to such Mining Contract
Capacity are less than the maintenance fee for such Mining Contract Capacity. For the
avoidance of doubt, you shall be
permitted to avoid such termination if you make arrangements acceptable to us in advance to
fund the full amount of the
maintenance fee during the period that the Customer Portions are less than the maintenance
3.1. Password. As part of the process of selecting and paying for a Services, you are
required to create an account on
the Site (“Account”) and to provide your email (“User Name”) and password (“Password”). To
protect your Account and to
prevent unauthorized access to it, keep your Password confidential. You are responsible for
any activity that happens on
or through your Account. If you become aware of or suspect any unauthorized use of your
Password or Account, please
change your Password immediately and notify us immediately. If we believe that there has
been unauthorized access to
your Account, we reserve the unilateral right to suspend or discontinue any and all
Services, your Account, in which
event we will endeavor to notify you.
3.2. Bitcoin Wallet. Your “Bitcoin Wallet” is the Bitcoin address that you provide to us
from time to time for the
payment to you of your Customer Portions. You have no ownership interest in any Bitcoin held
by us. We do not operate
your Bitcoin Wallet. By entering Bitcoin Wallet address you acknowledge the ownership of it.
You are solely responsible
for maintaining and controlling your Bitcoin Wallet. Be sure to safeguard the access
credentials to your Bitcoin Wallet.
Any Product is only as secure as your confidential access credentials. If you forget or
misplace your access credentials
to your Bitcoin Wallet or if others gain access to your Bitcoin Wallet, with or without your
authorization, you could
permanently lose your Bitcoins, including any Customer Portions we transfer to your Bitcoin
Wallet. To be clear, we have
no liability for any operation or failure of your Bitcoin Wallet.
USE OF THE SITE
Your use of the Site is governed by this Agreement as posted on the Site from time to time.
Please take the time to read
these and to check regularly for changes, as they include important terms which apply to
USE OF OUR SERVICES
5.1. Access Requirements. Before you can use our Services, you must have a valid Service, we
must approve such Service,
and you must have a valid Account.
5.2. Customer Identification. Because providing Services may entail us undertaking financial
risk on your behalf,
whenever you reserve a Service, we may investigate your personal history in public records
or your credit history or
score. To register as a customer, as well as while being serviced, we may require you to
provide us with identification
or other documentation in order to help us prevent fraud or money laundering. This may
identification and a recent proof of address. We may also undertake our own identity, fraud
and credit checks. You
permit us to share credit information about you with credit reporting agencies and any of
our other affiliated
5.3. Your Due Diligence. In using our Services, you acknowledge and warrant that you have
conducted sufficient due
diligence to understand the risks associated with Bitcoin mining. You acknowledge that due
to the difficulties in
renting Mining Hardware, there may be delays which affect the rate at which we are able to
bring online Mining Hardware.
5.4. Necessary Hardware/Software. Unless otherwise provided, you are responsible for
providing the hardware and software
necessary to access our Services and for ensuring such hardware and software is capable of
accessing the Site and using
our Services, and you will bear all costs associated with the acquisition and maintenance of
such hardware and software.
We do not guarantee the functionality of our Services or the Site on any hardware or
software. We will not be
responsible or liable for any errors or failures from any malfunction of your hardware or
PRICE OF SERVICES
6.1. Prices. Price for Services will be as quoted on the Site from time to time. We take all
reasonable care to ensure
that the prices of the Services are correct at the time when the relevant information was
entered onto the system.
However, if we discover an error in the price of a Service you ordered, your order will be
6.2. Change in Prices. Prices for our Services may change from time to time.
6.3. VAT.Where applicable, the price of a Service includes VAT (value added tax) at the
applicable current rate
chargeable in the Republic of Ireland at the time of the order. However, if the rate of VAT
changes between the date of
your order and the Order Confirmation, we will adjust the VAT you pay, unless you have
already paid for the Services in
full before the change in VAT takes effect.
RESTRICTIONS ON USE
7.1. Restrictions on Use. You will not use our Services or the content or information
delivered through our Services to
conduct any business or activity or solicit the performance of any activity for any illegal,
fraudulent, unauthorized or
improper purpose. You will comply with all applicable constitutions, laws, ordinances,
principles of common law, codes,
regulations, statutes or treaties and all applicable orders, rulings, instructions,
requirements, directives or requests
of any courts, regulators or other governmental authorities (“Law”) in connection with your
use of our Services.
7.2. Your Promises. You agree that you will not attempt to: (a) access any Software or part
of our Services for which
your use has not been authorized; or (b) access or use or attempt to access or use another
User's account; or (c)
interfere in any manner with the provision of our Services or Software, the security of our
Services of Software, or
other Users, or otherwise abuse our Services or Software.
7.3. Our Remedies. If we have reason to believe that you or any entity under your common
ownership or control have
engaged in any of the prohibited or unauthorized activities described in this Agreement,
have otherwise breached your
obligations under this Agreement, have misappropriated our trade secrets or our Confidential
patents or other intellectual property rights, then without demand or prior notice and
without limiting any of its other
available remedies, we may:
a. terminate, suspend or limit your access to or use of your Account or our Services;
b. terminate or suspend this Agreement or any Service;
c. withhold distribution of any Customer Portions to you;
d. notify law enforcement, regulatory authorities, impacted third parties and others as we
e. refuse to provide our Services to you in the future;
f. take legal action against you.
8.1. Definition. “Technology” means our or our Suppliers' computer programs, literary works,
audiovisual works, all
other original works of expression, methods, apparati and processes that we publish,
distribute, use or otherwise
exploit to facilitate your use of our Services, and includes without limitation our
Software, software tools, user
interface designs, and any derivatives, improvements, enhancements or extensions thereof
developed or provided by us or
our Suppliers and used in the provision of our Services.
8.2. Ownership. This Agreement does not transfer to you any ownership or proprietary rights
in the Technology or any
work or any part thereof, and all right, title and interest in and to the Technology will
remain solely with us or our
Suppliers. You are not purchasing title to any Technology. If you are approved to use our
Services, you are permitted to
use Technology only as enabled and attended through your Account at the Site and only during
the Term. That permission
is for the sole purpose of enabling you to use our Services in the manner permitted by this
Agreement. Your rights under
this Agreement are not transferable to any other person absent our prior express written
8.3. Restrictions on Use. You will not copy Technology or use Technology independently other
than as set forth above,
and we grant you no license, whether express or implied, in any copyright, patent or any
other intellectual property
rights embodied in Technology.
HOW WE USE YOUR PERSONAL INFORMATION
When considering your offer to order Service, for our own security we reserve the right to
use any of the information
you have provided in order to research your bona fides, credit and legal history, and any
other information about you in
publicly available sources. You grant us the full permission to research you and your
background before accepting your
CHANGES TO THIS AGREEMENT
10.1. Our Right to Change this Agreement. We may change this Agreement, or otherwise modify
Services, or the Term (all such changes and modifications “Changes”), from time to time,
including but not limited to in
the following circumstances:
a. changes in how we accept payment from you;
b. changes in how we interact or communicate with you;
c. changes in any relevant Law;
d. changes in the financial viability (to be decided at our sole discretion) of the Service;
e. occurrence of an Event Outside Our Control;
f. and changes in Law applicable to the Service.
10.2. Notice of Changes. We will notify you of any Changes in one of the following ways, in
our sole discretion: (a)
sending an email; or (b) providing notice when you log in to your Account or otherwise use
our Services. Notice of any
Changes will be considered to have been given to and received by you on the same day after
such notice was provided or
made available to you.
10.3. Your Consent. Your continued use of our Services or your purchase of any additional
Service after the effective
date of any Changes will constitute your acceptance of any such Changes. As part of any
Changes, you may be required to
affirmatively accept a revised Agreement in order to continue using our Services.
10.4. Application of Changes. Unless otherwise provided by this Agreement or applicable Law,
Changes will only apply
after their effective dates and will not apply retroactively.
10.5. Changes Made for Legal Reasons. Changes made for legal reasons, including but not
limited to Changes to comply
with any relevant Laws, will be effective immediately. We will contact you as soon as
reasonably possible to notify you
of such Changes.
11.1. Your Right to Terminate. You may terminate this Agreement and any Service by giving
notice of termination to us.
You normally will not be entitled to receive any refund of your Service.
11.2. Consequences of Termination. If you terminate any Service, or terminate or otherwise
refuse to accept the terms of
this Agreement, we will cease to provide any Services and you will no longer be obligated to
pay any regularly charged
fee. If you terminate a Service pursuant to this Section, your Service Fee will not be
refunded. If you terminate this
Agreement and your own wrongful activity or violations of this Agreement entitle or
potentially entitle us to damages or
you otherwise have unpaid obligations or potential obligations to us at the time of
termination, in which event we are
permitted to retain any amounts owed to you as a setoff against those damages and other
OUR LIABILITY TO YOU IS LIMITED TO THE SERVICE FEE
12.1. Exclusions. Nothing in this Agreement limits or excludes our liability for:
a. death or personal injury caused by our negligence; or
b. fraud or fraudulent misrepresentation.
12.2. THE COMPANY'S SUPPLIERS
a. We use the Site to resell the hashing power provided by our Suppliers. For the avoidance
of doubt, the Suppliers
retain responsibility to the final users of the hasing power for providing the Services.
b. In some jurisdictions, the claims against our Suppliers may not be enforceable. To the
extent that is the case, the
provisions of this Agreement that limit our liability or disclaim warranties also apply to
12.3. Your Service Fee is at Risk, and There Is No Guarantee That the Service Will Produce
Product. The fact that people
have benefited from Bitcoin mining in the past is no indication that you will benefit from
Bitcoin mining, or from the
Service, in the future. You should view your entire Service Fee as being at risk as you
enter this Agreement. We make no
representation, warranty or guarantee that you will receive Product from the Services.
IN USING OUR SERVICES, YOU ACKNOWLEDGE AND WARRANT THAT YOU HAVE CONDUCTED SUFFICIENT DUE
DILIGENCE TO UNDERSTAND THE
RISKS ASSOCIATED WITH BITCOIN MINING. NOTWITHSTANDING OUR PROVISION OF CONSTANT HASH-RATE
UNDER YOUR MINING CONTRACT,
YOUR MINING CONTRACT MAY NOT RESULT IN THE CONSTANT GENERATION OF NEW BITCOIN DUE TO OTHER
FACTORS, INCLUDING THE
INCREASE IN THE OVERALL NETWORK HASH-RATE, THE INCREASE IN ELECTRICITY COSTS, THE DECREASE
IN PRICE OF BITCOIN, OR THE
DECREASE IN THE COINBASE BLOCK REWARD. YOU ALSO ACKNOWLEDGE AND REPRESENT AND WARRANT THAT
YOU HAVE MADE AN INDEPENDENT
DECISION TO PURCHASE AND USE THE SERVICES FROM US BASED ON THE INFORMATION AVAILABLE TO YOU,
WHICH YOU HAVE DETERMINED
IS ADEQUATE FOR THAT PURPOSE. WE HAVE NOT GIVEN ANY INFORMATION OR INVESTMENT ADVICE OR
RENDERED ANY OPINION TO YOU AS
TO WHETHER THE PURCHASE AND USE OF THE SERVICES IS PRUDENT OR SUITABLE, AND YOU ARE NOT
RELYING ON ANY REPRESENTATION OR
WARRANTY BY US EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT.
12.4. Inability to Perform. Except as otherwise provided by nonwaivable, nondisclaimable
applicable Law or the express
provisions of this Agreement, we will not be liable for our inability to perform our
obligations under this Agreement if
we have taken reasonable precautions and exercised the diligence required by the
circumstances when our inability to
perform is the result of an Event Outside Our Control.
12.5. Other Disclaimers of Liability. Except as otherwise provided by nonwaivable,
nondisclaimable applicable Law or the
express provisions of this Agreement, we will not be liable for any losses or damages caused
by: (a) your misconduct,
errors or negligence, including your failure to comply with the terms of this Agreement; (b)
an act or failure to act of
any person not directly within our control; (c) unauthorized access of your Account or
Bitcoin Wallet or your failure to
report such unauthorized access promptly to us; or (d) your use or misuse of our Services.
12.6. WARRANTY DISCLAIMERS. You understand and agree that your use of the Service is at your
own sole risk.
WE PROVIDE THE SERVICE 'AS IS' AND WITHOUT WARRANTY BY US, OUR DIRECTORS, OFFICERS, AGENTS,
SUBSIDIARIES, AFFILIATES, LICENSORS, MARKETERS ADVERTISERS OR SUPPLIERS (THE 'OTHER
ENTITIES'), AS APPLICABLE, AND, TO
THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, WE AND THE OTHER ENTITIES EXPRESSLY DISCLAIM
ALL WARRANTIES, EXPRESS OR
IMPLIED INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
A PARTICULAR PURPOSE AND
ANY WARRANTY OF NONINFRINGEMENT OF THIRD PARTY RIGHTS. THERE IS NO WARRANTY, WHETHER BY US
OR THE OTHER ENTITIES, THAT
THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT YOUR ACCESS TO THE SAME WILL BE
UNINTERRUPTED OR ERROR-FREE, OR
REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICE OR WITH RESPECT TO PERFORMANCE,
SECURITY CAPABILITY, CURRENTNESS OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE
GIVEN BY ANY PERSON SHALL CREATE
A WARRANTY IN ANY WAY WHATSOEVER RELATING TO US OR THE OTHER ENTITIES, AS APPLICABLE. UNDER
NO CIRCUMSTANCES WILL WE OR
THE OTHER ENTITIES BE LIABLE FOR ANY UNAUTHORIZED USE OF THE SERVICE OR YOUR ACCOUNT.
UNDER NO CIRCUMSTANCES WILL WE OR THE OTHER ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT,
PUNITIVE, OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF GAIN, BUSINESS INTERRUPTION,
LOSS OF YOUR INFORMATION, AND
THE LIKE), WHETHER BASED ON CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR OTHERWISE,
ARISING OUT OF OR RELATED TO
THIS AGREEMENT, THE MARKETING OR PURCHASE OF THE SERVICE OR ANY USE OR INABILITY TO USE THE
SERVICE OR YOUR ACCOUNT,
EVEN IF WE OR THE OTHER ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR
CONSEQUENTIAL OR INCIDENTAL
DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. TO THE EXTENT THAT IN A PARTICULAR
CIRCUMSTANCE ANY DISCLAIMER OR
LIMITATION ON DAMAGES OR LIABILITY SET FORTH HEREIN IS PROHIBITED BY APPLICABLE LAW, THEN WE
AND THE OTHER ENTITIES WILL
BE ENTITLED TO THE MAXIMUM DISCLAIMERS OR LIMITATIONS ON DAMAGES AND LIABILITY AVAILABLE AT
LAW OR IN EQUITY AND IN NO
EVENT WILL THOSE DAMAGES OR LIABILITY EXCEED THE GREATER OF $100.
You agree to indemnify, defend and hold harmless us and the Other Entities, in their
individual capacities or otherwise,
from and against any third party claims, liability, damages or costs (including reasonable
attorneys' fees) arising from
(a) your negligence; (b) any claim by a third party (“Third Party Claim”) alleging that your
use of our Services
violates the rights of any third party, or violates any Law; (c) your failure to comply with
the terms of this
Agreement; (d) your violation of any applicable Law; (e) your violation of any rights of a
third party; or (f) your use
of our Services.
EVENTS OUTSIDE OUR CONTROL
14.1. Definition. An “Event Outside Our Control” means any act or event beyond our
reasonable control, including without
limitation any act of God, strikes, lockouts or other industrial action by third parties,
civil commotion, riot,
invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or
threat or preparation for
war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural
disaster, failure of public or
private telecommunications or power networks, equipment failure, system failure, material
change to Law, or change in
industry self-regulation regarding Bitcoin, Bitcoin mining or associated services.
14.2. Our Liability. We will not be liable or responsible for any failure to perform, or
delay in performance of, any of
our obligations to deliver the Services that is caused by an Event Outside Our Control.
14.3. Effect. If an Event Outside Our Control takes place that affects the performance of
our obligations to deliver
Services, (a) we will contact you as soon as reasonably possible to notify you; and (b) our
obligations to you will be
suspended and the time for performance of our obligations will be extended for the duration
of the Event Outside Our
Control. Where the Event Outside Our Control affects our delivery of Services to you for a
period of greater than six
months (an “Extended Event Outside Our Control”) we shall have sole discretion to cease
provision of the Services to
14.4. Allocation. We are also entitled, during Events Outside Our Control, to allocate the
disruption or harm across a
number of affected Users or Services. You acknowledge that this may reduce your allocated
Services and the Customer
Portion which is distributed to you.
14.5. Regulation. We have the right to redeem the current active mining contracts at the
current one-time allocation
price in order to avoid disputes in connection with entry into force the goverment
regulation (if any) of the Services
with 7 days' notice via internal email.
HOW DO I RESOLVE DISPUTES ABOUT THE SERVICES?
15.1. General. YOU AND WE AGREE TO RESOLVE DISPUTES ARISING UNDER, CONCERNING, OR RELATING
TO THIS AGREEMENT (INCLUDING
ANY SERVICES), ITS INTERPRETATION, ITS VALIDITY (INCLUDING ANY CLAIM THAT ALL OR ANY PART OF
THIS AGREEMENT IS VOID OR
VOIDABLE), ITS TERMINATION, OR ITS SUBJECT MATTER, THE MARKETING OR PURCHASE OF THE SERVICE
OR ANY USE OR INABILITY TO
USE THE SERVICE, WHETHER THEY ARE WITH US OR ANY OF OUR SUPPLIERS (TO THE EXTENT NOT WAIVED,
AS SET FORTH ABOVE) ONLY BY
MANDATORY, FINAL, BINDING ARBITRATION. THAT MEANS YOU ARE WAIVING THE RIGHT TO A TRIAL BY
JUDGE OR JURY, SINCE THERE IS
NONE IN ARBITRATION. IN ARBITRATION, THE PROCEDURES MAY BE DIFFERENT THAN IN COURT, BUT AN
ARBITRATOR CAN AWARD YOU THE
SAME DAMAGES AND RELIEF, AND MUST HONOR THE SAME TERMS IN THIS AGREEMENT, AS A COURT WOULD.
YOU AGREE THAT IN SOME
CASES, THE LAW PERMITS THE PREVAILING PARTY TO BE REIMBURSED FOR ITS ATTORNEYS FEES, AND THE
SAME APPLIES TO DISPUTES
THAT YOU RAISE IN ARBITRATION.
15.2. Arbitration of Disputes. Any controversy, claim, or dispute (“Dispute”) arising under,
concerning, or relating to
this Agreement (including any Services), its interpretation, its validity (including any
claim that all or any part of
this Agreement is void or voidable), its termination, or its subject matter, the marketing
or purchase of the Service or
any use or inability to use the Service, whether the Dispute is with us or any or any
Supplier (to the extent not
waived, as set forth above), whether the Dispute is for breach of contract, tort, or any
other matter can only be
resolved or adjudicated only by mandatory, final, binding arbitration.
15.3. Raising a Dispute. To raise a Dispute, you must give us notice of the Dispute by
sending an e-mail to
email@example.com with the words “RAISING A DISPUTE” in the subject line), along
a written description of
your Dispute, including any documents and information that you believe will help us
understand your Dispute, and your
requested resolution. In order to discuss the Dispute with you, you permit us (or the
Disputed party) to contact you by
phone, text message, email or physical mail through any and all addresses or phone numbers
that you have provided. You
must send us notice of any Dispute within 30 days of your discovering the act or omission
that gave rise to your
Dispute. If you do not so notify us, then you lose your right to raise the Dispute.
15.4. Resolution Offer. Within the first 30 days of your submitting your Dispute, we will
have the right, but no
obligation, to provide you with a proposed resolution of the Dispute (the “Offer”). If you
are unsatisfied with the
Offer, you must reject the Offer by notice to us within 14 days of the Offer. If you do not
reject the Offer within at
14-day period, you will be deemed to have accepted it and forfeit your right to raise the
Dispute. If we do not make the
Offer within 30 days of your submitting your Dispute or if you reject an Offer as set forth
above, either you or we may
commence arbitration of the Dispute as set forth below.
15.5. Place and Language. The arbitration proceeding shall be conducted in the English
language, in the Republic of
Ireland. We shall choose the arbitration service to be used for the Dispute.
15.6. Award. Any award of the arbitrator shall be in writing and shall state the reasons for
the award. Judgment upon an
award may be entered in any court having competent jurisdiction. The decision of the
arbitrator must be based upon this
Agreement and applicable Law. The decision of the arbitrator is final and binding except for
fraud, misconduct, or
errors of law, and judgment upon the decision rendered may be entered in any court having
15.7. Waiver of Rights
IT IS IMPORTANT THAT YOU READ THIS ARBITRATION CLAUSE. IT PROVIDES THAT YOU MAY BE REQUIRED
TO SETTLE ANY CLAIM OR
DISPUTE THROUGH ARBITRATION, EVEN IF YOU WOULD PREFER TO LITIGATE THE CLAIM IN COURT. YOU
ARE GIVING UP THE RIGHTS YOU
MIGHT HAVE TO LITIGATE SUCH CLAIMS BEFORE A JURY, TO ENGAGE IN DISCOVERY, AND TO PARTICIPATE
IN A CLASS ACTION OR
SIMILAR PROCEEDING. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS THE RIGHT
TO APPEAL THE ARBITRATOR'S
AWARD, MAY NOT BE AVAILABLE IN ARBITRATION OR MAY BE MORE LIMITED. YOU SHOULD CONSULT LEGAL
COUNSEL TO DETERMINE WHETHER
THIS ARBITRATION CLAUSE IS APPROPRIATE FOR YOU.
YOU UNDERSTAND AND AGREE THAT ANY DISPUTE WILL BE RESOLVED BY BINDING ARBITRATION.
ARBITRATION REPLACES THE RIGHT TO GO
TO COURT, INCLUDING THE RIGHT TO HAVE A JURY, TO ENGAGE IN DISCOVERY (EXCEPT AS MAY BE
PROVIDED IN THE ARBITRATION
RULES), AND TO PARTICIPATE IN A CLASS ACTION OR SIMILAR PROCEEDING. IN ARBITRATION, A
DISPUTE IS RESOLVED BY AN
ARBITRATOR INSTEAD OF A JUDGE OR JURY. ARBITRATION PROCEDURES ARE SIMPLER AND MORE LIMITED
THAN COURT PROCEDURES. YOU
ALSO AGREE ANY ARBITRATION WILL BE LIMITED TO THE DISPUTE BETWEEN YOU AND THE COMPANY AND
WILL NOT BE PART OF A
CLASS-WIDE OR CONSOLIDATED ARBITRATION PROCEEDING.
15.8. NO CLASS ACTIONS. EVEN IF APPLICABLE LAW, OR THE ARBITRATOR OTHERWISE PERMITS CLASS
ACTIONS OR CLASS ARBITRATIONS,
THE DISPUTE RESOLUTION PROCEDURE SPECIFIED HERE APPLIES AND YOU WAIVE ANY RIGHT TO PURSUE
DISPUTES ON A CLASSWIDE BASIS
– THAT IS – TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR ASSERT A
CLAIM IN A REPRESENTATIVE
CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.
OTHER IMPORTANT TERMS
16.1. Governing Law. Irish law will govern any disputes relating to the Service or these
Terms, notwithstanding the
Irish conflicts of laws rules or any other jurisdiction.
16.2. Entire Agreement. This Agreement (including any Services) constitutes the entire
agreement between you and us. You
acknowledge that you have not relied on any statement, promise or representation made or
given by or on behalf of us
which is not set out in this Agreement.
16.3. Our Assignment. We may transfer or assign our rights and obligations under this
Agreement or a Service to another
entity, but this will not affect your rights or our obligations under this Agreement or the
terms of the Service. We
will endeavor to notify you in writing if this happens.
16.4. Your Assignment. A Service is between you and us, and you may not assign, transfer,
sublease, encumber or subject
to any security interest a Service without written authorization from us. Any attempted
assignment in violation of this
Agreement will be void and of no effect.
16.5. Third Party Beneficiaries. No other person, other than you, shall have any rights to
enforce this Agreement or a
Service, whether under the Contracts or otherwise.
16.6. Severability. If any provision of this Agreement is held to be invalid or
unenforceable, including without
limitation anything regarding the arbitration process, such provision will be struck from
this Agreement only to the
extent it is invalid or unenforceable. Unless otherwise provided, all other terms of this
Agreement will remain in full
force and effect.
16.7. Waiver. If we fail to insist that you perform any of your obligations under this
Agreement, or if we do not
enforce our rights against you, or if we delay in doing so, that will not mean that we have
waived our rights against
you and will not mean that you do not have to comply with those obligations. If we do waive
a default by you, we will
only do so in writing, and that will not mean that we will automatically waive any later
default by you.
16.8. Conflict. If there is a conflict between this Agreement and something stated by any
Other Entity, whether before
or after you enter into this Agreement, the terms of this Agreement will prevail.
16.9. Survival. Any terms of this Agreement which by their nature should survive will
survive the termination of this