TERMS AND CONDITIONS

Last updated October 27, 2024

AGREEMENT TO OUR TERMS AND CONDITIONS

We are Tropcey Technologics (Private) Limited, doing business as Twinbp App ('The Company', 'we', 'us', or 'our'), a company duly incorporated in Sri Lanka (bearing registration No. PV 00282915) having our registered office at 88/1, Wijesinghe Mawatha, Katuwana Road, Homagama, Western Province 10200, Sri Lanka.

We administrate, operate, and maintain the website https://twinbp.com (the 'Site'), the mobile application Twinbp App (the 'App'), and other related products and services (collectively, the 'Services') covered under this Terms and Conditions.

You can contact us by phone at (+94)777 547 548, email at [email protected], or by postal mail to 88/1, Wijesinghe Mawatha, Katuwana Road, Homagama, Western Province 10200, Sri Lanka.

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

We, the Company reserve the right to change or modify these Terms and 7 days prior notice will be provided as and when such changes or revisions take place. You are required to accept the revised Terms and Conditions prior to the changes take effect and fail to accept will result in deactivation of your user privileges until you accept the revised Terms and Conditions.

The Services will only be provided for persons who are above the age of 18 years. Requests for registrations by persons under the age of 18 will not be permitted.

We recommend that you print a copy of these Terms and Conditions for your records.

1. OUR SERVICES

The information provided when using the Services 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 services 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.

2. INTELLECTUAL PROPERTY RIGHTS

Our intellectual property

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

Our Contents and Marks are protected by copyright and trademark laws, other intellectual property rights (including unfair competition laws), and applicable international treaties.

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

Your use of our Services

Subject to your compliance with these Terms and Conditions, including the 'PROHIBITED ACTIVITIES' section below, we grant you a non-exclusive, non-transferable, revocable license to:

• access the services; and
• download or print a copy of any portion of the Content to which you have properly gained access.

solely for your personal, non-commercial use or internal business purpose.

Except as set out in this section or elsewhere in our Terms and Conditions, no part of the services 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 consent.

If you wish to make any use of the services, Content, or Marks other than as set out in this section or elsewhere in our Terms and Conditions, please address your request to: [email protected]

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

Any breach of these Intellectual Property Rights will constitute a material breach of our Terms and Conditions and your right to use our Services will be terminated immediately.

Your submissions

Please review this section and the 'PROHIBITED ACTIVITIES' section carefully prior to using our Services to understand the (a) rights you give us and (b) obligations you have when you post or upload any content through the Services.

Submissions: By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Services ('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.

You are responsible for what you post or upload:

By sending us Submissions through any part of the Services you:

• confirm that you have read and agree with our 'PROHIBITED ACTIVITIES' and will not post, send, publish, upload, or transmit through the Services any Submission that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading;
• to the extent permissible by applicable law, waive any and all moral rights to any such Submission;
• warrant that any such Submission are original to you or that you have the necessary rights and licenses to submit such Submissions and that you have full authority to grant us the above-mentioned rights in relation to your Submissions; and
• warrant and represent that your Submissions do not constitute confidential information.

You are solely responsible for your Submissions and you expressly agree to reimburse us for any damages and losses that may incur to us due to your breach of (a) this section above, (b) any third party's intellectual property rights, or (c) applicable law.

3. USER REPRESENTATIONS

By using the Services, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete to your knowledge; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity to contract and you agree to comply with these Terms and Conditions; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Services for any illegal or unauthorized purpose; and (7) your use of the Services will not violate any applicable law or regulation.

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

4. USER REGISTRATION

You may be required to register to use the Services. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

Acceptance of user registration request is at the sole discretion of the company.

5. PURCHASES AND PAYMENT

We currently accept payments only via bank transfer.

After making a bank transfer, you are required to notify the payment through the application by submitting the relevant payment details. You may also optionally upload a payment receipt as proof of payment to help us process your order more efficiently.

You agree to provide accurate and complete payment information and to ensure all details submitted during payment notification are current and correct. All payments must be made in Sri Lankan Rupees (LKR).

Prices for our products and services may be changed at any time at our discretion. Any applicable taxes will be added to the final amount as required. We reserve the right to correct pricing errors, even after a payment has been notified.

We reserve the right to decline or cancel any order at our discretion. We may limit purchases per customer, per household, or per order if necessary. Orders that appear to be placed by resellers or distributors may also be restricted or declined.

6. POLICY

All sales are final and non-refundable.

7. PROHIBITED ACTIVITIES

You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Services, you agree not to:

• Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without express and explicit prior written consent, approval and permission from us.
• Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
• Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.
• Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
• Use any information obtained from the Services in order to harass, abuse, or harm another person.
• Make improper use of our support services or submit false reports of abuse or misconduct.
• Use the Services in a manner inconsistent with any applicable laws or regulations.
• Engage in unauthorized framing of or linking to the Services.
• Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, malware 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 Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
• 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.
• Delete the copyright or other proprietary rights notice from any Content.
• Attempt to impersonate another user or person or use the username of another user.
• 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').
• Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
• Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
• Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
• Copy or adapt the Services' software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
• 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 Services.
• 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 Services, or use or launch any unauthorized script or other software.
• Use a buying agent or purchasing agent to make purchases on the Services.
• Make any unauthorized use of the Services, including collecting user names and/or email addresses of users by electronic or other means for the purpose of sending unsolicited emails, or creating user accounts by automated means or under false pretenses.
• Use the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any revenue-generating endeavor or commercial enterprise.

8. USER GENERATED CONTRIBUTIONS

The Services does not offer users to submit or post content. We may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Services, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, 'Contributions'). Contributions may be viewable by other users of the Services and through third-party websites. As such, any Contributions you transmit may be treated in accordance with the Services' Privacy Policy. When you create or make available any Contributions, you thereby represent and warrant that:

• The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
• You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Services, and other users of the Services to use your Contributions in any manner contemplated by the Services and these Terms and Conditions.
• You have the explicit written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Services and these Terms and Conditions.
• Your Contributions are not false, inaccurate, or misleading.
• Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
• Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
• Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
• Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
• Your Contributions do not violate any applicable law, regulation, or rule.
• Your Contributions do not violate the privacy or publicity rights of any third party.
• Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
• Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, religion or physical disability.
• Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms and Conditions, or any applicable law or regulation.

Any use of the Services in violation of the foregoing violates these Terms and Conditions and may result in, among other things, termination or suspension of your rights to use the Services.

9. CONTRIBUTION LICENCE

You and Services agree that we may access, store, process, and use any information and personal data that you provide in accordance with the terms of the Privacy Policy and your choices (including settings).

By submitting suggestions or other feedback regarding the Services, you agree that we may use and share such feedback for any purpose, at our discretion, with no obligation to compensate to you.

We do not assert/claim ownership over your Contributions. You retain full ownership of your Contributions and any intellectual property rights or other proprietary rights associated there. We are not liable for any statements or representations made in your Contributions in any area of the Services. You are solely responsible for your Contributions to the Services and expressly agree to indemnify and hold us harmless from any claims, losses, damages or legal action that may arise from your Contributions.

10. GUIDELINES FOR REVIEWS

We may provide you areas on the Services to leave reviews or ratings. When posting a review, you must comply with the following guidelines:

1. Reviews must be based on firsthand experiences with the person or / entity that is being reviewed;
2. Reviews must not contain profanity, or discriminatory language including abusive, racist, offensive, or hateful language or references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability;
3. Reviews must not contain any references to illegal activity;
4. You must refrain from posting negative reviews if you are affiliated with competitors;
5. You must refrain from making any conclusions as to the legality of conduct;
6. You must refrain from posting any false, misleading, defamatory, malicious or harmful statements, regardless of intent;
7. You must refrain from organising and promoting coordinated campaigns that encourage others to post reviews, whether positive or negative.

We retain the sole discretionary right to accept, reject, edit or remove reviews. We hold no responsibility to screen, delete or edit reviews, even if reviews are objectionable or inaccurate in someone's opinion, as reviews represent the opinions of the reviewer and not our own. Reviews will not be endorsed by us, and will not represent our opinions or the views of any of our affiliates or partners. We will not assume liability for any review or for any claims, liabilities, damages or losses resulting from any review.

By posting a review, you will grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully paid, assignable, and sublicensable right and license to reproduce, modify, translate, transmit by any means, display, perform, create derivative works, store and/or distribute all content relating to the review.

11. MOBILE APPLICATION LICENCE

Use License

If you access the Services 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 and Conditions. You must not:

1. except as permitted by applicable law, decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the App;
2. make any modification, adaptation, improvement, enhancement, translation, or derivative work from the App;
3. violate any applicable laws, rules, regulations or Terms and Conditions of use in connection with your access or use of the App;
4. remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by us or the licensors of the App;
5. use the App for any revenue-generating endeavor, commercial enterprises/ activities, or other purpose for which it is not designed or intended;
6. make the App available over a network or other environment permitting access or use by multiple devices or users at the same time;
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;
8. use the App to send automated queries to any website or to send any unsolicited commercial email; or
9. 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.

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 Services:

1. the license granted to you for our App is limited to a non-transferable licence 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;
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 and Conditions 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;
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;
4. you represent and warrant that
   1. 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
   2. you are not listed on any US government list of prohibited or restricted parties;
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
6. 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 Conditions, 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 and Conditions against you as a third-party beneficiary thereof.

12. SERVICES MANAGEMENT

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

1. monitor the Services for violations of these Terms and Conditions;
2. take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms and Conditions, including without limitation, reporting such user to law enforcement authorities;
3. in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof;
4. in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and
5. otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

13. PRIVACY POLICY

We care about data privacy and security. Please review our Privacy Policy: https://twinbp.com/privacy-policy.html. By accepting these Terms and Conditions and using the Services, you agree to be bound by our Privacy Policy, which is incorporated into these Terms and Conditions. Please be advised the Services are hosted in Sri Lanka. If you access the Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in Sri Lanka, then through your continued use of the Services, you are transferring your data to Sri Lanka, and you expressly consent to have your data transferred to and processed in Sri Lanka.

14. TERM AND TERMINATION

These Terms and Conditions shall remain in full force and effect while you use the Services. without limiting any other provision of these terms and conditions, we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the services (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 and conditions or of any applicable law or regulation. we may terminate your use or participation in the services or delete your account and any content or information that you posted at any time, without warning, in our sole discretion.

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.

15. MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We also reserve the right to modify or discontinue all or part of the Services without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Terms and Conditions will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

16. GOVERNING LAW

These Terms and Conditions shall be governed by and construed in accordance with the laws of Sri Lanka. Tropcey Technologics (Private) Limited and yourself irrevocably consent that the courts of Sri Lanka shall have exclusive jurisdiction to resolve any dispute which may arise in connection with these Terms and Conditions.

17. DISPUTE RESOLUTION

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms and Conditions (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. E-mail to [email protected] or a message via 'Contact us' in the website or mobile application will be considered sufficient written notice to us and an e-mail to your registered e-mail address will be considered sufficient written notice to you in this context.

Binding Arbitration

Any dispute arising out of or in connection with these Terms and Conditions, including any question regarding its existence, validity, or termination, shall be referred to three (3) arbitrators. The seat, or legal place of arbitration, shall be Homagama, Sri Lanka. The language of the proceedings shall be English and Sinhala. The governing law of these Terms and Conditions shall be the substantive law of Sri Lanka.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law,

1. no arbitration shall be joined with any other proceeding;
2. there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and
3. 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.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are excluded from the above provisions concerning informal negotiations binding arbitration:

1. any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party;
2. any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and
3. 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 above, and the Parties agree to submit to the personal jurisdiction of that court.

18. CORRECTIONS

There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.

19. DISCLAIMER

the services are provided on an as-is and as-available basis. you agree that your use of the services will be at your sole risk. to the fullest extent permitted by law, we disclaim all warranties, express or implied, in connection with the services and your use thereof, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. we make no warranties or representations about the accuracy or completeness of the services' content or the content of any websites or mobile applications linked to the services 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 services, (3) any unauthorised 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 services, (5) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the services 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 services. we do not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the services, 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 judgement and exercise caution where appropriate.

20. LIMITATIONS OF LIABILITY

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 services, even if we have been advised of the possibility of such damages.

21. 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: (1) use of the Services; (2) breach of these Terms and Conditions; (3) any breach of your representations and warranties set forth in these Terms and Conditions; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Services with whom you connected via the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defence of such claims. 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.

22. USER DATA

We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

23. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. you hereby agree to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and records of transactions initiated or completed by us or via the services. you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

24. MISCELLANEOUS

These Terms and Conditions and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms and Conditions shall not operate as a waiver of such right or provision. These Terms and Conditions 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. If any provision or part of a provision of these Terms and Conditions is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and Conditions and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms and Conditions or use of the Services. You agree that these Terms and Conditions will not be construed against us by virtue of having drafted them. You hereby waive any and all defences you may have based on the electronic form of these Terms and Conditions and the lack of signing by the parties hereto to execute these Terms and Conditions.