TERMS AND CONDITIONS OF SERVICE
AGREEMENT
This Terms and Conditions of Service Agreement ("Agreement")
is a legal document that explains your rights and obligations as a user of
EAGLE Navigator from EAGLE Navigator Sdn. Bhd. (the “Company”).
EAGLE Navigator is an online service offered by the
Company. By accessing or using any website with an authorised link to the
Website and/or the App, registering an account, or accessing or using any
content, information, services, features, or resources available or enabled via
the Website and/or the App (collectively, the "Services"),
clicking on a button or taking another action to signify your acceptance of
this Agreement, you:
(1) agree to be bound by this Agreement and any future
amendments and additions to this Agreement as published through the Services
which may be updated, modified and notified from time to time;
(2) represent you are of legal age in your jurisdiction of residence to
form a binding contract; and
(3) represent that you have the authority to enter into
this Agreement personally and, if applicable, on behalf of any company,
organisation, or other legal entity on whose behalf you use the Services.
Except as otherwise provided herein, if you do not agree to
be bound by this Agreement, you may not access or use the Services.
1. REGISTRATION AS A USER; APPLICATION OF
TERMS TO YOU; YOUR ACCOUNT
You become a user of Services ("User")
by completing the registration of an account for Services (“Account”).
This Agreement takes effect as soon as you indicate your acceptance of these terms.
You may not become a User if you are under the age of 13. Services are not
intended for persons under 13 and the Company will not knowingly collect
personal information from persons under the age of 13.
When registering an Account, you agree to provide only
true, accurate, current, and complete information requested by the registration
form (the "Registration Data") and to promptly update
the Registration Data thereafter as necessary. The Registration Data may
include personally identifiable information such as your email address, name,
phone number, postal address, personal data relating directly or indirectly to
you, practicable for the identity of you, and other information. Your
submission of Registration Data through the Services is governed by Company’s
Privacy Policy (the “Privacy Policy”), which we strongly advise
and require you to read before using the Services.
You represent that you are not barred from using the
Services under any applicable law and that you will be responsible for all activities
that occur under your Account. You agree to monitor your Account to restrict
its use by minors and other unauthorised users and agree not to share your
Account or password with anyone. You further agree to notify the Company
immediately of any unauthorised use of your password or any other breach of the
security of your Account and to exit from your Account at the end of each
session. You agree not to create an Account using a false identity or alias or
if you previously have been banned from using any of the Services. You further
agree that you will not maintain more than one Account for the same Company
service at any given time. The Company reserves the right to remove or reclaim
any usernames at any time and for any reason. You acknowledge and agree that
you have no ownership or other property interest in your Account and that all
rights in and to your Account are owned by and inure to the benefit of the
Company.
A. Contracting Party
For any interaction with Services, your contractual
relationship is with the Company. Except as otherwise indicated at the time of
the transaction, any transactions you make on Services are being made from the
Company.
B. Subscriptions; Content and Services
As a User, you may obtain access to certain services,
software, and content available to Users. The Services service and any other
software, content, and updates you download or access via Services, including
but not limited to the Company or third-party content, and any virtual items
you trade, sell or purchase in Services are referred to in this Agreement as “Content
and Services”; the rights to access and/or use any Contents and
Services accessible through Services are referred to in this Agreement as
"Subscriptions".
Each Subscription allows you to access particular Content
and Services. Some Subscriptions may impose additional terms specific to that
Subscription ("Subscription Terms"). The Subscription
Terms and the Company Privacy Policy are binding on you once you indicate your
acceptance of them or of this Agreement.
C. Your Account
Your Account may also include billing information you
provide to the Company for the purchase of Subscriptions, Content, and
Services, and any physical merchandise offered for purchase through Services (“Product”).
You may not reveal, share or otherwise allow others to use your password or
Account except as otherwise specifically authorised by the Company. You are
responsible for the confidentiality of your login and password and for the
security of your computer system. The Company is not responsible for the use of
your password and Account or for all of the communication and activity on
Services that result from the use of your login name and password by you, by
any person to whom you may have intentionally or by negligence disclosed your
login and/or password in violation of this confidentiality provision. Unless it
results from the Company’s negligence or fault, the Company is not responsible
for the use of your Account by a person who fraudulently used your login and
password without your permission. If you believe that the confidentiality of
your login and/or password may have been compromised, you must notify the
Company via the support form eaglenavigator.hello@gmail.com without
any delay.
Your Account, including any information pertaining to it
(e.g.: contact information, billing information, Account history, and
Subscriptions, etc.), is strictly personal. You may therefore not sell or
charge others for the right to use your Account, or otherwise transfer your
Account, nor may you sell, charge others for the right to use, or transfer any
Subscriptions other than if and as expressly permitted by this Agreement
(including any Subscription Terms) or as otherwise specifically permitted by
the Company.
D. Payment Processing
Payment processing related to Content and Services and/or
physical goods purchased on Services is performed by either the Company
directly or by the Company’s affiliates on behalf of the Company depending on
the type of payment method used. In any case, delivery of Content and Services,
as well as physical goods, is performed by the Company.
2. LICENSES
A. General Content and Services License
Services and your Subscription(s) require the automatic
download and installation of Content and Services onto your computer. The
Company hereby grants, and you accept, a non-exclusive license and right, to
use the Content and Services for your personal, non-commercial use (except
where commercial use is expressly allowed herein or in the applicable
Subscription Terms). This license ends upon termination of (a) this Agreement
or (b) a Subscription that includes the license. The Content and Services are
licensed, not sold. Your license confers no title or ownership in the Content
and Services. To make use of the Content and Services, you must have a Services
Account and you may be required to be running the Services client and
maintaining a connection to the Internet.
For reasons that include, without limitation, system
security and stability, Services may need to automatically update, pre-load,
create new versions of or otherwise enhance the Content and Services and
accordingly, the system requirements to use the Content and Services may change
over time. You consent to such automatic updating. You understand that this
Agreement (including applicable Subscription Terms) does not entitle you to
future updates, new versions or other enhancements of the Content and Services
associated with a particular Subscription, although the Company may choose to
provide such updates, etc. in its sole discretion.
B. License to Use the Company’s Content in
Derivative Work
The Company appreciates the community of Users that creates
secondary and audio-visual works that reference the Company’s content ("Derivative
Work"). You may incorporate content from the Company into your
Derivative Work. Except as otherwise set forth in this Clause or in any
Subscription Terms, you may use, reproduce, publish, perform, display and
distribute Derivative Work that incorporates content from the Company however
you wish, but solely on a non-commercial basis.
If you incorporate any third-party content in any
Derivative Work, you must be sure to obtain all necessary rights from the owner
of that content.
C. Ownership of Content and Services
All title, ownership rights and intellectual property
rights in and to the Content and Services and any and all copies thereof, are
owned by the Company and/or its or its affiliates’ licensors. All rights are
reserved, except as expressly stated herein. The Content and Services are
protected by copyright laws, international copyright treaties and conventions
and other laws. The Content and Services contains certain licensed materials
and the Company’s and its affiliates’ licensors may protect their rights in the
event of any violation of this Agreement.
D. Restrictions on Use of Content and
Services
You may not use the Content and Services for any purpose
other than the permitted access to Services and your Subscriptions, and to make
personal, non-commercial use of your Subscriptions, except as otherwise
permitted by this Agreement or applicable Subscription Terms. Except as
otherwise permitted under this Agreement (including any Subscription Terms or
Rules of Use), or under applicable law notwithstanding these restrictions, you
may not, in whole or in part, copy, photocopy, reproduce, publish, distribute,
translate, reverse engineer, derive source code from, modify, disassemble,
decompile, create derivative works based on, or remove any proprietary notices
or labels from the Content and Services or any software accessed via Services
without the prior consent, in writing, of the Company.
You are entitled to use the Content and Services for your
own personal use, but you are not entitled to: (i) sell, grant a security interest
in or transfer reproductions of the Content and Services to other parties in
any way, nor to rent, lease or license the Content and Services to others
without the prior written consent of the Company, except to the extent
expressly permitted elsewhere in this Agreement (including any Subscription
Terms or Rules of Use); (ii) host or provide services for the Content and
Services or emulate or redirect the communication protocols used by the Company
in any network feature of the Content and Services, through protocol emulation,
tunnelling, modifying or adding components to the Content and Services, use of
a utility program or any other techniques now known or hereafter developed, for
any purpose including, but not limited to network over the Internet, network
utilizing commercial or non-commercial networks or as part of content
aggregation networks, websites or services, without the prior written consent
of the Company; or (iii) exploit the Content and Services or any of its parts
for any commercial purpose, except as expressly permitted elsewhere in this
Agreement (including any Subscription Terms).
3. BILLING, PAYMENT AND OTHER
SUBSCRIPTIONS
You agree to pay all fees or charges to your Account in
accordance with the fees, charges and billing terms in effect at the time a fee
or charge is due and payable. You also agree to pay all applicable taxes. You
must provide the Company with valid payment information in connection with your
orders. By providing the Company with your payment information, you agree that
(i) the Company is authorised to immediately invoice your Account for all fees
and charges due and payable to the Company hereunder, (ii) the Company is
authorized to share any payment information and instructions required to
complete the payment transactions with its third-party payment service
providers (e.g., credit card transaction processing, merchant settlement, and
related services), and (iii) no additional notice or consent is required for
the foregoing authorisations. You agree to immediately notify the Company of
any change in your payment information. The Company reserves the right at any
time to change its prices and billing methods. If payment cannot be charged to
your payment card or your payment is returned for any reason, the Company reserves
the right to either suspend or terminate your access to the paid-for services.
All charges incurred on Services, and all purchases made
with the Services, are payable in advance and final, except as described in the
Services Refund Policy www.eaglenavigator.com/servicerefundpolicy.
A. Payment Authorisation
When you provide payment information to the Company or to
one of its payment processors, you represent to the Company that you are the
authorised user of the card, PIN, key or account associated with that payment,
and you authorise the Company to charge your credit card or to process your
payment with the chosen third-party payment processor for any Subscription,
Product or other fees incurred by you. the Company may require you to provide
your address or other information in order to meet their obligations under
applicable tax law.
For Subscriptions subject to automatic renewal after an
agreed usage period, where recurring payments are made in exchange for
continued use (“Recurring Payment Subscriptions”), by continuing
to use the Recurring Payment Subscription you agree and reaffirm that the
Company is authorised to charge your credit card, or to process your payment
with any other applicable third-party payment processor, for any applicable
recurring payment amounts. If you have purchased any Recurring Payment
Subscriptions, you agree to notify the Company promptly of any changes to your
credit card account number, its expiration date and/or your billing address, or
your PayPal or other payment account number, and you agree to notify the
Company promptly if your credit card or PayPal or other payment account expires
or is cancelled for any reason.
If your use of Services is subject to any type of use or sales tax or VAT, then
the Company may also charge you for those taxes, in addition to the
Subscription or other fees published in the Rules of Use.
The European Union VAT (“VAT”) tax amounts
collected by the Company reflect VAT due on the value of any Content and
Services, Product or Subscription.
You agree that you will not use IP proxying or other methods to disguise the
place of your residence, whether to circumvent geographical restrictions on
content, to purchase at pricing not applicable to your geography, or for any
other purpose. If you do this, the Company may terminate your access to your
Account.
B. Responsibility for Charges Associated
With Your Account
As the Account holder, you are responsible for all charges
incurred, including applicable taxes, and all purchases made by you or anyone that
uses your Account, including your family or friends. If you cancel your
Account, the Company reserves the right to collect fees, surcharges or costs
incurred before cancellation. Any delinquent or unpaid Accounts must be settled
before the Company will allow you to register again.
C. Free Subscriptions
In some cases, the Company may offer a free Subscription to
certain services, software and content. As with all Subscriptions, you are
always responsible for any Internet service provider, telephone, and other
connection fees that you may incur when using Services, even when the Company
offers a free Subscription.
D. Third Party Sites
Services may provide links to other third party sites. Some
of these sites may charge separate fees, which are not included in and are in
addition to any Subscription or other fees that you may pay to the Company.
Services may also provide access to third-party vendors, who provide content,
goods and/or services on Services or the Internet. Any separate charges or
obligations you incur in your dealings with these third parties are your
responsibility. the Company makes no representations or warranties, either
express or implied, regarding any third party site. In particular, the Company
makes no representation or warranty that any service or subscription offered
via third-party vendors will not change or be suspended or terminated.
4. ONLINE CONDUCT AND ILLEGAL BEHAVIOR
Your online conduct and interaction with other Users should
be guided by common sense and basic etiquette. The Company may terminate your
Account or a particular Subscription for any conduct or activity that we deem
as illegal, improper, or otherwise negatively affects the enjoyment of Services
by other Users. You acknowledge that the Company is not required to provide you
notice before terminating your Subscription(s) and/or Account.
5. THIRD PARTY CONTENT
In regard to all Subscriptions, Contents and Services that
are not authored by the Company, the Company does not screen such third party
content available on Services or through other sources. the Company assumes no
responsibility or liability for such third party content. Some third party
application software is capable of being used by businesses for business
purposes - however, you may only acquire such software via Services for private
personal use.
6. USER GENERATED CONTENT
A. General Provisions
Services provide interfaces and tools for you to you may
submit Content, including sharing, requests or comments to generate
content and make it available to other users and/or to the Company at your sole
discretion. "User Content" means any content you make
available through the Services, or otherwise provided to the Company or other
users, whether online or offline and whether or not solicited by the Company,
or to the Company or its affiliates through your use of the Content and
Services or otherwise.
For clarity, you retain all of your ownership rights in
your User Content. However, by submitting User Content to the Company, you
hereby grant the Company a worldwide, non-exclusive, royalty-free,
sub-licensable and transferable license to use, amend, reproduce, distribute,
prepare derivative works of, display, publish, adapt, make available online or
electronically transmit, and perform the User Content in connection with the
Service and the Company's (and its successors' and affiliates') business,
including without limitation for promoting and redistributing part or all of
the Service (and derivative works thereof) in any media formats and through any
media channels. You also hereby grant each Member / user of the Service a
non-exclusive license to access your User Content through the Service, and to
use, reproduce, distribute, display, publish, make available online or
electronically transmit, and perform such User Content as permitted through the
functionality of the Service and under these Terms and Conditions. The above
licenses granted by you in User Content you submit to the Service cannot be
terminated or deleted (save for any personal information submitted, which will
be subject to local privacy law). You understand and agree, however, that the
Company may continue to distribute, or perform, server copies of your User
Content relating to templates and documents. The above licenses granted by you in
user comments you submit are perpetual and irrevocable.
If you provide the Company with any feedback or suggestions
about Services, the Content and Services, or any the Company products or
services, the Company is free to use the feedback or suggestions however it
chooses, without any obligation to account to you.
The Company has no obligation to pre-screen any content.
You use all User Content and interact with other users at your own risk.
Without limiting the foregoing, The Company reserves the right in its sole
discretion to pre-screen, refuse, or remove any content. The Company shall have
the right to remove any content that violates this Agreement or is otherwise
objectionable.
B. Representations and Warranties
You represent and warrant to us that you have sufficient
rights in all User Content to grant the Company and other affected parties the
licenses described under A above. This includes, without limitation, any kind
of intellectual property rights or other proprietary or personal rights
affected by or included in the User Content.
You furthermore represent and warrant that the User
Content, your submission of that Content, and your granting of rights in that
Content does not violate any applicable contract, law or regulation.
C. Feedbacks, Ratings and Reviews
Feedbacks, ratings and reviews posted by users on our
Services are User Content that is not endorsed by the Company and does not
represent the views of the Company. The Company does not assume liability for
ratings and reviews or for any claims for economic loss resulting from such
feedbacks, ratings and reviews. Because we expect users to maintain a high
level of integrity with respect to feedback, ratings and reviews posted through
the Services, you agree: (i) to base any rating or review you post only on your
first-hand experience with the applicable business, product, or service; (ii)
you will not provide feedback, rating or review for any business, product, or
service with respect to which you have a competitive, ownership or other
economic interest, employment relationship or other affiliation; (iii) you will
not submit feedback, rating or review in exchange for payment or other benefits
from any individual or entity; (iv) your review will comply with the terms of
this Agreement; (v) to represent and warrant that you have all rights necessary
to submit the feedback, rating and reviews; and (vi) to grant to the Company
the right to use any feedback, ratings and reviews in any way at any time
without any additional approval or compensation... If we determine, at our sole
discretion, that any rating or review could diminish the integrity of the
feedback, ratings and reviews, we may exclude such User Content without notice.
7. OWNERSHIP OF AND LICENSE TO USE THE
SERVICES
A. Use of the Services
Except with respect to User Content, The Company and its
suppliers own all rights, title and interest in the Services. The Services are
protected by copyright and other intellectual property laws throughout the
world. Subject to this Agreement, the Company grants you a limited license to
use the Services solely for your personal non-commercial purposes. Any future
release, update or other addition to the Services shall be subject to this
Agreement. The Company, its suppliers and service providers reserve all rights
not granted in this Agreement.
B. Trademarks
The Company's stylised name and other related graphics,
logos, service marks and trade names used on or in connection with the Services
are the trademarks of the Company and may not be used without permission in
connection with any third-party products or services. Other trademarks, service
marks and trade names that may appear on or in the Services are the property of
their respective owners. You will not remove, alter or obscure any copyright
notice, trademark, service mark or other proprietary rights notices
incorporated in or accompanying the Services.
C. Restrictions on Use of Services
The rights granted to you in this Agreement are subject to
the following restrictions: (a) you shall not license, sell, rent, lease,
transfer, assign, reproduce, distribute, host or otherwise commercially exploit
the Services or any portion of the Services; (b) you shall not frame or use
framing techniques to enclose any trademark, logo or Services (including
images, text, page layout or form) of the Company; (c) you shall not use any
metatags or other "hidden text" using the Company's name or
trademarks; (d) you shall not modify, translate, adapt, merge, make derivative
works of, disassemble, decompile, reverse compile or reverse engineer any part
of the Services except to the extent the foregoing restrictions are expressly
prohibited by applicable law; (e) you shall not use any manual or automated
software, devices or other processes (including but not limited to spiders,
robots, scrapers, crawlers, avatars, data mining tools or the like) to
"scrape" or download data from the Services (except that we grant the
operators of public search engines revocable permission to use spiders to copy
materials from the Website for the sole purpose of and solely to the extent
necessary for creating publicly available searchable indices of the materials,
but not caches or archives of such materials); (f) you shall not access the
Services to build a similar or competitive website, application or service; (g)
except as expressly stated herein, no part of the Services may be copied,
reproduced, distributed, republished, downloaded, displayed, posted or
transmitted in any form or by any means; (h) you shall not remove or destroy
any copyright notices or other proprietary markings contained on or in the
Services; (i) you shall not interfere with or attempt to interfere with the
proper functioning of the Services or use the Services in any way not expressly
permitted by this Agreement; and (j) you shall not attempt to harm our
Services, including but not limited to, by violating or attempting to violate
any related security features, introducing viruses, worms, or similar harmful
code into the Services, or interfering or attempting to interfere with use of
the Services by any other user, host or network, including by means of
overloading, "flooding," "spamming," "mail
bombing", or "crashing" the Services. Any unauthorised use of
the Services terminates the licenses granted by the Company pursuant to this
Agreement.
D. Third-Party Links
The Services may contain links to third-party services such
as third party websites, applications, or ads ("Third-Party Links").
When you click on such a link, we will not warn you that you have left the Services.
The Company does not control and is not responsible for Third-Party Links. The
Company provides these Third-Party Links only as a convenience and does not
review, approve, monitor, endorse, warrant, or make any representations with
respect to them, or any content, products or services accessible through such
links. Your use of all Third-Party Links is at your own risk.
8. DISCLAIMERS AND LIABILITY PROVISIONS
THIS SECTION 8 DOES NOT APPLY TO EU USERS.
PLEASE NOTE THAT THIS SECTION DOES NOT EXCLUDE ANY GUARANTEE, RIGHT OR REMEDY
THAT CANNOT BE SO EXCLUDED, RESTRICTED OR MODIFIED UNDER LOCAL CONSUMER
PROTECTION LAW.
Prior to acquiring a Subscription, you should consult the
product information made available on Services, including Subscription description,
minimum technical requirements, and user reviews.
A. DISCLAIMERS
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES AND ANY PRODUCTS
OFFERED THROUGH THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES AND ANY
PRODUCTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE"
BASIS, WITH ALL FAULTS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE
COMPANY PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS
OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE, AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICES AND
PRODUCTS. THE COMPANY PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION
THAT: (1) THE SERVICES OR ANY PRODUCTS WILL MEET YOUR REQUIREMENTS OR (2) YOUR
USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE
COMPANY PARTIES SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS OR REVENUE OR FOR
INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, OR
DAMAGES OR COSTS DUE TO LOSS OF DATA, PRODUCTION, OR USE, BUSINESS INTERRUPTION
OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT THE COMPANY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE COMPANY PARTIES ASSUME NO RESPONSIBILITY FOR THE
TIMELINESS, DELETION, MISDELIVERY OR FAILURE TO STORE ANY CONTENT, USER
COMMUNICATIONS OR PERSONALIZATION SETTINGS. WITHOUT LIMITING THE FOREGOING, THE
COMPANY WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF
OR INABILITY TO USE THE SERVICE OR FROM ANY PRODUCTS OR TRANSACTIONS OR
TRANSFERS RELATING TO PRODUCTS, OR FROM ANY THIRD PARTY MATERIALS, INCLUDING
FROM ANY VIRUS THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH, AND INCLUDING
FROM ANY DISPUTE WITH ANY OTHER USER OF THE SERVICE.
B. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER
THE COMPANY, ITS LICENSORS, NOR THEIR AFFILIATES, NOR ANY OF THE COMPANY’S
SERVICE PROVIDERS, SHALL BE LIABLE IN ANY WAY FOR LOSS OR DAMAGE OF ANY KIND
RESULTING FROM THE USE OR INABILITY TO USE THE SERVICES, YOUR ACCOUNT, YOUR
SUBSCRIPTIONS AND THE CONTENT AND SERVICES INCLUDING, BUT NOT LIMITED TO, LOSS
OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL
OTHER COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL THE COMPANY BE LIABLE FOR
ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY
DAMAGES, OR ANY OTHER DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE
SERVICES, THE CONTENT AND SERVICES, THE SUBSCRIPTIONS, AND ANY INFORMATION
AVAILABLE IN CONNECTION THEREWITH, OR THE DELAY OR INABILITY TO USE THE CONTENT
AND SERVICES, SUBSCRIPTIONS OR ANY INFORMATION, EVEN IN THE EVENT OF THE
COMPANY’S OR ITS AFFILIATES’ FAULT, TORT (INCLUDING NEGLIGENCE), STRICT
LIABILITY, OR BREACH OF THE COMPANY’S WARRANTY AND EVEN IF IT HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS AND LIABILITY EXCLUSIONS
APPLY EVEN IF ANY REMEDY FAILS TO PROVIDE ADEQUATE RECOMPENSE.
YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE
SERVICES OR ANY THIRD PARTY MATERIALS IS TO STOP USING THE SERVICES. WITHOUT
LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE AMOUNT
THAT THE COMPANY PARTIES ARE LIABLE TO YOU EXCEED THE GREATER OF (A) THE TOTAL
AMOUNT ACTUALLY PAID TO THE COMPANY BY YOU DURING THE TWELVE MONTH PERIOD PRIOR
TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY, (B) THE
REMEDY OR PENALTY IMPOSED BY THE STATUTE OR REGULATION UNDER WHICH SUCH CLAIM
ARISES, OR (C) USD1000. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO
LIABILITY OF A THE COMPANY PARTY FOR (X) DEATH, TANGIBLE PROPERTY DAMAGE, OR
PERSONAL INJURY CAUSED BY A THE COMPANY PARTY'S GROSS NEGLIGENCE OR FOR (Y) ANY
INJURY CAUSED BY A THE COMPANY PARTY'S FRAUD OR FRAUDULENT MISREPRESENTATION.
C. NO GUARANTEES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER
THE COMPANY NOR ITS AFFILIATES GUARANTEE CONTINUOUS, ERROR-FREE, VIRUS-FREE OR
SECURE OPERATION AND ACCESS TO THE SERVICES, THE CONTENT AND SERVICES, YOUR
ACCOUNT AND/OR YOUR SUBSCRIPTIONS(S) OR ANY INFORMATION AVAILABLE IN CONNECTION
THEREWITH.
D. LIMITED WARRANTY
CERTAIN PRODUCTS PURCHASED FROM THE COMPANY IS SUBJECT TO A
LIMITED WARRANTY, WHICH IS DESCRIBED IN DETAIL WITH THE PRODUCT.
E. INDEMNIFICATION
YOU AGREE TO INDEMNIFY AND HOLD THE COMPANY, ITS CORPORATE
PARENTS, SUBSIDIARIES, AND AFFILIATES, AND THE OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS, REPRESENTATIVES, PARTNERS AND LICENSORS OF EACH (COLLECTIVELY, THE
"COMPANY PARTIES") HARMLESS FROM ANY DAMAGES, LOSSES,
COSTS, LIABILITIES AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) RELATING
TO OR ARISING OUT OF ANY CLAIMS CONCERNING: (A) YOUR CONTENT; (B) YOUR USE /
MISUSE OF THE SERVICES; (C) YOUR VIOLATION OF THIS AGREEMENT; (D) YOUR
VIOLATION OF ANY RIGHTS OF ANOTHER PARTY, INCLUDING ANY USERS; (E) YOUR
VIOLATION OF ANY APPLICABLE LAWS, RULES OR REGULATIONS; (F) THIRD-PARTY CLAIMS
THAT YOU OR SOMEONE USING YOUR PASSWORD DID SOMETHING THAT, IF TRUE, WOULD
VIOLATE ANY OF THESE TERMS, (G) ANY MISREPRESENTATIONS MADE BY YOU, OR (H) A
BREACH OF ANY REPRESENTATIONS OR WARRANTIES YOU’VE MADE TO US. THE COMPANY
RESERVES THE RIGHT, AT ITS OWN COST, TO ASSUME THE EXCLUSIVE DEFENCE AND
CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH
EVENT YOU WILL FULLY COOPERATE WITH THE COMPANY IN ASSERTING ANY AVAILABLE
DEFENCES. THIS PROVISION DOES NOT REQUIRE YOU TO INDEMNIFY ANY OF THE COMPANY
PARTIES FOR ANY UNCONSCIONABLE COMMERCIAL PRACTICE BY SUCH PARTY OR FOR SUCH
PARTY'S NEGLIGENCE, FRAUD, DECEPTION, FALSE PROMISE, MISREPRESENTATION OR
CONCEALMENT, SUPPRESSION OR OMISSION OF ANY MATERIAL FACT. YOU AGREE THAT THE
PROVISIONS IN THIS SECTION WILL SURVIVE ANY TERMINATION OF YOUR ACCOUNT, THIS
AGREEMENT OR YOUR ACCESS TO THE SERVICES.
9. AMENDMENTS TO THIS AGREEMENT
This Agreement may at any time be mutually amended by your
explicit consent to changes proposed by the Company. Furthermore, the Company
may amend this Agreement (including any Subscription Terms or Rules of Use)
unilaterally at any time in its sole discretion. In this case, you will be
notified by e-mail of any amendment to this Agreement made by the Company
within 10 (ten) days before the entry into force of the said amendment. Your
failure to cancel your Account within ten (10) days after the entry into force
of the amendments, will constitute your acceptance of the amended terms. If you
don’t agree to the amendments or to any of the terms in this Agreement, your
only remedy is to cancel your Account or to cease use of the affected
Subscription(s). the Company shall not have any obligation to refund any fees
that may have accrued to your Account before cancellation of your Account or
cessation of use of any Subscription, nor shall the Company have any obligation
to prorate any fees in such circumstances.
10. TERM AND TERMINATION
A. Term
The term of this Agreement (the "Term")
commences on the date you first indicate your acceptance of these terms, and
will continue in effect until otherwise terminated in accordance with this
Agreement.
B. Termination by You
You may cancel your Account at any time. You may cease use
of a Subscription at any time or, if you choose, you may request that the
Company terminate your access to a Subscription. Subscriptions are not
transferable. Access to Subscriptions purchased as a part of a pack or bundle
cannot be terminated individually, termination of access to one product /
service purchased in the pack. Your cancellation of an Account, or your
cessation of use of any Subscription or request that access to a Subscription
be terminated, will not entitle you to any refund, including any Subscription
fees. the Company reserves the right to collect fees, surcharges or costs
incurred prior to the cancellation of your Account or termination of your
access to a particular Subscription. In addition, you are responsible for any
charges incurred to third-party vendors or content providers before your
cancellation.
C. Termination by the Company
The Company may cancel your Account or any particular
Subscription(s) at any time in the event that (a) the Company ceases providing
such Subscriptions to similarly situated Users generally, or (b) you breach any
terms of this Agreement (including any Subscription Terms or Rules of Use). In
the event that your Account or a particular Subscription is terminated or
cancelled by the Company for a violation of this Agreement or improper or
illegal activity, no refund, including any Subscription fees or of any unused
credits in your Services, will be granted.
D. Survival of Terms
Clauses 2, 3, and 5 - 12 will survive any expiration or
termination of this Agreement.
11. APPLICABLE LAW/JURISDICTION
A. Dispute Resolutions
This document is governed by and are to be construed in
accordance with English Law.
All disputes controversy, difference or claim arising out
of or in connection with this document, including any question regarding its
existence, validity or termination, or any dispute regarding non-contractual
obligations shall be finally settled under the arbitration rules of the London
Court of International Arbitration by one or more arbitrators appointed in
accordance with the said rules. The seat of Arbitration shall be London and
proceedings shall be conducted in English.
For EU Customers:
In the event of a dispute relating to the interpretation,
the performance or the validity of the User Agreement, an amicable solution
will be sought before any legal action. You can file your complaint at [insert
link or e-mail]. In case of failure, you may, within one year of the failed
request, file an online complaint on the European Commission’s Online Dispute
Resolution website: https://webgate.ec.europa.eu/odr/main/index.cfm?event=main.home.chooseLanguage, or on the European Consumer
Centre’s website: http://www.europe-consommateurs.eu/index.php?id=2514.
B. Procedure for Making Claims of
Copyright Infringement
If you believe content posted on the Services infringes
your copyright rights, please provide our Copyright Agent with the following
information: (1) an electronic or physical signature of the person authorised
to act on behalf of the owner of the copyright interest; (2) a description of
the copyrighted work that you claim has been infringed; (3) a description of
the location on the Services of the material that you claim is infringing; (4)
your address, telephone number and e-mail address; (5) a written statement that
you have a good faith belief that the disputed use is not authorised by the
copyright owner, its agent or the law; and (6) a statement by you, made under
penalty of perjury, that the above information in your notice is accurate and
that you are the copyright owner or authorised to act on the copyright owner's
behalf. Correspondence to our Copyright Agent regarding notice of claims of
copyright infringement should be addressed to: eaglenavigator.hq@gmail.com, Attention:
Legal Department.
12. MISCELLANEOUS
A. Electronic Communications
The communications between you and the Company use electronic
means, whether you visit the Services or send the Company e-mails, or whether
the Company posts notices on the Services or communicates with you via e-mail.
For contractual purposes, you (1) consent to receive communications from the
Company in an electronic form; and (2) agree that all terms and conditions,
agreements, notices, disclosures, and other communications and documents that
the Company provides to you electronically will have the same legal effect that
such communications or documents would have if they were set forth in
"writing." The foregoing sentence does not affect your statutory
rights.
B. Assignment
This Agreement, and your rights and obligations hereunder,
may not be assigned, subcontracted, delegated or otherwise transferred by you without
the Company's prior written consent, and any attempted assignment, subcontract,
delegation, or transfer in violation of the foregoing will be null and void.
C. Force Majeure
The Company shall not be liable for any delay or failure to
perform resulting from causes outside its reasonable control, including, but
not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or
military authorities, fire, floods, accidents, strikes or shortages of
transportation facilities, fuel, energy, labour or materials.
D. Questions, Complaints, Claims
If you have any questions, complaints or claims with
respect to the Services, please contact our customer service department using
the contact information available on the Services (eaglenavigator.hello@gmail.com).
We will do our best to address your concerns.
E. Notice
Where the Company requires that you provide an e-mail
address, you are responsible for providing the Company with your most current
e-mail address. In the event that the last e-mail address you provided to the
Company is not valid, or for any reason is not capable of delivering to you any
notices required/ permitted by this Agreement, the Company's dispatch of the
e-mail containing such notice will nonetheless constitute effective notice. You
may give notice to the Company at the following email address: eaglenavigator.hq@gmail.com,
Attention: Legal Department. Such notice shall be deemed given when received by
the Company at the above address.
F. Waiver
Any waiver or failure to enforce any provision of this
Agreement on one occasion will not be deemed a waiver of any other provision or
of such provision on any other occasion.
G. Severability
Except as otherwise expressly set forth in this Agreement,
in the event that any provision of this Agreement shall be held by a court or
other tribunal of competent jurisdiction to be unenforceable, such provision
shall be construed in a manner to reflect, as nearly as possible, the original
intention of the parties, and the remaining portions shall remain in full force
and effect.
H. Export Control
You agree to comply with all applicable import/export laws
and regulations. You agree not to export the Content and Services or Product or
allow use of your Account by individuals of any terrorist supporting countries
to which encryption exports are at the time of exportation restricted. You
represent and warrant that you are not located in, under the control of, or a
national or resident of any such prohibited country.
I. Entire Agreement
This Agreement, including any Terms and Conditions, Privacy
Policy, and other policies of the Company, constitutes and contains the entire
agreement between the parties with respect to the subject matter hereof and
supersedes any prior oral or written agreements.
J. Rights of Third Parties
You agree that this Agreement is not intended to confer and
does not confer any rights or remedies upon any person other than the parties
to this Agreement.
K. Complying with Law
The Company’s obligations are subject to existing laws and
legal processes and the Company may comply with law enforcement or regulatory
requests or requirements notwithstanding any contrary term.
L. Revision Date
This Agreement was last updated on 20 August 2022 ("Revision
Date"). We may, at any time and without liability, modify or
discontinue all or part of the Services; charge, modify or waive any fees or
charges required to use the Services; or change the Terms and Conditions of
Services for some or all of our users. If you were a user before the Revision
Date, it replaces your existing agreement with the Company.