In no event shall FRVR be liable for any direct, indirect, special, consequential, economic, exemplary, special, punitive, incidental, or consequential damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, including but not limited to loss or damage directly or indirectly related to (i) the Service, and its operation; (ii) Your use or inability to use the Service; (iii) the Content; (iv) any unauthorized access to or use of Our servers and/or any personal information stored therein; (v) any interruption or cessation of transmission to or from the Service; (vi) any damage to any User´s computer, mobile device, or other equipment or technology, including bugs, viruses, trojan horses, or the like, which may be transmitted to or through the Service by any third party; or (vii) lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, death, personal injury, or computer failure or malfunction.
IN NO EVENT WILL FRVR´S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED 1,000,000.00 EUROS.
XIII. Confidentiality
Except as otherwise provided in these Terms or with the consent of FRVR, You expressly agree that all information you obtain regarding FRVR while using the Services shall remain strictly confidential and secret and shall not be utilized, directly or indirectly by You for any other purpose, except and solely to the extent that any such information is generally known or available to the public through a source or sources other than You. Notwithstanding the foregoing, You are authorized to deliver a copy of any such information to any person pursuant to a subpoena issued by any court or administrative agency, to its accountants, attorneys, or other agents (including employees and investors on a need to know basis) on a confidential basis and otherwise as required by applicable law.
XIV. Indemnity
You will defend, indemnify, and hold harmless us, Our affiliates, and Our personnel, from and against any claims, losses, and expenses (including attorneys’fees) arising from or relating to Your use of the Services, including the Content You develop in connection with the Services, and Your breach of these Terms or violation of applicable law.
XV. Governing Law and Dispute Resolution.
These Terms are governed by and construed in accordance with the laws of Malta, without regard to its conflict of law principles.
The parties will try in good faith to settle any dispute within 30 days after the dispute arises. If the dispute is not resolved within 30 days, it shall be resolved by the arbitration by the Malta Arbitration Centre, whose rules are deemed to be incorporated by reference into this Section. The number of arbitrators shall be one. The seat, or legal place, of arbitration, shall be Malta. The language to be used in the arbitral proceedings shall be English.
The arbitral award will be final and binding on the parties and its execution may be presented in any competent court, including any court with jurisdiction over either party or any of its property.
Either party may apply to any competent court for injunctive relief necessary to protect its rights pending resolution of the arbitration.
Each party will bear its own lawyers' and experts' fees and expenses, regardless of the arbitrator´s final decision regarding the dispute.
XVI. Miscellaneous
a.
Compliance with Applicable Law. You agree to abide by all applicable local, state, national, and foreign laws and regulations, in connection with Your use of the Service. FRVR agrees to abide by all applicable local, state, national, and foreign laws, treaties, and regulations, in connection with its provision of the Service.
b.
Assignment: You may not assign these Terms or any of Your rights under these Terms without FRVR´s consent. FRVR may transfer or assign any of its rights and obligations under these Terms, in whole or in part, at any time with or without notice.
c.
Severability. If a particular provision of these Terms is found to be invalid or unenforceable, it shall not affect the other provisions and the Terms shall be construed in all respects as if that invalid or unenforceable provision had been omitted to the minimum extent necessary.
d.
Waiver. FRVR´s express waiver or failure to enforce any provision of these Terms shall in no way be construed to be a present or future waiver of such provision nor affect FRVR´s ability to enforce any provision thereafter.
e.
No agency. This Agreement does not create any agency, partnership, or joint venture between the parties.
f.
Privacy Policy. Please read Our Privacy Policy carefully for details regarding what information and data We collect from You, and how We use that information internally and, eventually, disclose it to third parties. Our Privacy Policy is incorporated into these Terms by reference.
g.
Entire Agreement. These Terms and the terms and policies referenced herein constitute the entire agreement between You and FRVR with respect to the Service. These Terms supersede any prior representations, agreements, or understandings between You and FRVR, whether written or oral, with respect to the Service including previous versions of the Terms. All terms, conditions, or provisions on a purchase order shall be of no force and effect notwithstanding any acceptance of such purchase order.