Terms and Conditions

Welcome to PICGENERATOR. The following Terms and Conditions govern the relationship between Mojito B.V., Frans Erensstraat 14 A, 5921VG Venlo, The Netherlands (hereinafter "Mojito B.V") and the users and customers of its telemedia Services (hereinafter "User"). They define the conditions under which the use of the Services offered by "PICGENERATOR" takes place.

1. ACCEPTANCE OF THESE TERMS

  1. These are the Terms on which we supply our services to you, as such are described in paragraph 7 below (the "Services"). Please read these Terms carefully before you proceed with accepting them. These Terms tell you who we are, how we will provide our Services to you, how you or we may change or end the contract, what to do if there is a problem and other important information. By accepting these Terms, you explicitly agree to comply and will be bound by these Terms as well as other terms, policies and guidelines incorporated by reference herein.
  2. We recommend that you print a copy of these Terms for future reference.
  3. You further acknowledge and agree that by clicking on any button labelled "SUBMIT", "I ACCEPT", "I AGREE" "REGISTER", "SIGN-UP" or similar links or buttons upon registration or upon any subsequent update of the Terms, you are submitting a legally binding electronic signature.

2. Acceptance of the Contract Concerning the General Terms and Conditions

By creating an PICGENERATOR account, whether with a mobile device, a mobile application or a computer (collectively, the "Service"), the User agrees to the following Terms of Use.

Mojito B.V may make changes to this Agreement and the Service from time to time. We may do this for a variety of reasons, such as to reflect changes in laws or regulations, new functions, or changes in business practices. The most current version is always the valid version. If the changes include significant changes that affect your rights or obligations, we will provide you with reasonable notice of those changes, by way of messages via the Service or by e-mail, for example. If you continue to use the Service after the changes take effect, you agree to the revised Agreement.

3. ELIGIBILITY AND RESTRICTIONS

  1. By accessing and using the Website, you confirm and agree that you:
    1. are legally competent to enter into a binding agreement and that you are at least eighteen (18) years old or have attained the age of majority in the jurisdiction in which you reside;
    2. will not permit any persons who are not of legal age in the jurisdiction in which this Website is being viewed and who are not at least eighteen (18) years of age to view, access or in any way use the Website;
    3. will not authorise others to use your Account (as defined in paragraph 5.1 below) and you will not assign, combine or otherwise transfer your Account to any other person or entity;
    4. have not previously been suspended or removed from the Website;
    5. will use the Website only in accordance with its Terms;
    6. will not violate the rights of any other person, including their privacy rights or rights of publicity, by inter alia, creating an Account for someone other than yourself or uploading Content (as defined in paragraph 9.1 below) of someone other than yourself;
    7. will comply with all applicable laws, rules and regulations when using the Services;
    8. are not a competitor of PICGENERATOR and are not accessing and/or using the Website for reasons that are in competition with us or other than for its intended purpose;
    9. will not cut, copy, distribute, modify, recreate, reverse engineer, distribute, disseminate, post, publish, transfer or sell any information or software obtained from the Services and/or the Website, and
    10. will not use the Services and/or the Website and/or the Content for any fraudulent or unlawful purpose.
  2. Our Website is primarily directed to women.

4. REGISTRATION

  1. In order to be able to use the Website and have access to the Services, you must become a member of the Website for free by following the designated sign-up procedure (the "Registration") through which you will be requested to input certain personal information in order to create an account on the Website (the "Account"), such as your full name, date of birth, email address and password.
  2. The Registration will be completed once you have verified your email address, by clicking on the link sent by us to the email address you have provided.
  3. Once you access the Website and start uploading photos, you will be requested to validate your Account and verify your age and identity, by uploading one of the following government-issued identification documents in accordance with the instructions shown on the Website:
    1. passport;
    2. identity card;
    3. driver's licence; and/or
    4. residence permit.
  4. Your Account will be validated once we have reviewed and confirmed the accuracy and validity of the information and identification documents you have submitted on your Account in accordance with clause 4.3.
  5. Through the Account, you may adjust the details of your profile at any time. You confirm that any information you provide for the purposes of Registration and/or completing or updating your Account is accurate and true and that any changes to this information shall be immediately updated on your Account or communicated to us.
  6. PICGENERATOR reserves the right to reject your Registration and/or revoke your Account if it reasonably considers that the personal information you have provided is incorrect, incomplete, false or otherwise misleading or if it considers that the identification document you have uploaded is or appears to be fake or if such document is not your own.
  7. Each User is entitled to register once. If you attempt to register more than once, PICGENERATOR reserves the right to terminate the contractual relationship immediately with good cause and revoke any earnings obtained in this manner. If you register more than once, the most recent Account will be deleted and any balance of Accrued Earnings connected to such Account will be lost.
  8. Further details in connection to the Registration procedure and the completion and ongoing management of your Account can be found in the Frequently Asked Questions section of the Website.

5. ACCOUNT DETAILS

  1. You must treat your login information, namely your email address and password (the "Account Information") confidential. You must not disclose the Account Information to any third party. We do not encourage you to write down the Account Information, as others could gain access to your Account.
  2. If you know or suspect that anyone other than you, knows your Account Information, you must promptly notify us at Support Contact Form.
  3. We reserve the right to reset your password:
    1. on your request and/or
    2. at our discretion, if we suspect or reasonably believe that your Account has been accessed by a person other than yourself.
  4. We will not be responsible for any loss suffered by you resulting from the unauthorised access or use of your Account where such has resulted from your breach of this paragraph 5.

6. SERVICES AND PAYMENT

  1. Each time you validly upload your Content (as defined in paragraph 7.1) on the Website, in accordance with the guidelines set out in the Website and these Terms, your Account will be credited with the earnings you are entitled to as per the licence fees set out in the Website from time to time (the "Licence Fee").
  2. Each 2nd working day of the week, PICGENERATOR will pay out the amount of accrued earnings corresponding to the Licensee Fees you have earned in the past week (the "Accrued Earnings") either through a direct payment to your bank account or by making an epayment to one of the available e-wallet options, in accordance with the payment method you have selected through your Account settings. Payments will take place provided you have correctly provided your bank account details or e-wallet details in your Account.
  3. You may not make on-demand requests for payment of your Accrued Earnings.
  4. Where you provide your bank account or e-wallet details on your Account, you:
    1. confirm that the bank account or e-wallet details provided are, and shall continue to be, correct and accurate. You must ensure that any change to your bank account or e-wallet details is updated without delay on your Account. PICGENERATOR will not be responsible if any Accrued Earnings have been sent to an incorrect destination as a result of you providing incorrect or outdated account payment details.
  5. Once paid out to you, the amount of credit on your Account will be reduced by the amount of the relevant payment.
  6. We reserve the right to change our Licence Fees or the method or manner by which the Service is charged at any time.
  7. You agree that you are solely responsible for any and all applicable taxes, government fees and/or costs associated with payment of your Accrued Earnings to your bank account or e-wallet.
  8. For the avoidance of doubt, and notwithstanding any other provision contained in these Terms, you agree and acknowledge that in all circumstances, payment of any Accrued Earnings is at PICGENERATOR discretion and PICGENERATOR may withhold or delay any payment of the Accrued Earnings for any reason, including without limitation, due to sublicensee’s delay and/or failure to pay any amounts corresponding to payable Accrued Earnings to PICGENERATOR or due to any system failure and/or error. Where delays to payments of Accrued Earnings occur, PICGENERATOR reserves the right to roll the payment of Accrued Earnings over to the next payment date in accordance with clause 6.2.

7. LICENCE OF YOUR CONTENT

  1. In consideration of payment to you of the Licence Fee you hereby grant to us, our affiliates, licensees and successors an exclusive, irrevocable, worldwide and royalty free licence to use all intellectual property rights in the photographs and/or any audio-visual content (including videos) and/or moving images without sound you have uploaded on the Website (collectively, the “Content”) for the full period of copyright in it including all periods of renewal, extension and revival of the copyright and thereafter in perpetuity and all necessary consents including under the Intellectual Property Right and Neighbouring Rights Law of 1976 as amended from time to time or any enactment that replaces it to enable us to change, publish, distribute, exhibit, use, resell, redistribute, provide access to, share, transfer and otherwise exploit the Content whether alone or incorporated in or in conjunction with other works worldwide and in all media whether now known or hereafter devised for the purpose of creating and/or displaying fictitious or virtual profiles of individuals on dating websites owned by our clients, our affiliates and/or our third-party licensees as well as for promoting, advertising and/or otherwise marketing such dating websites (the “Licensed Rights”). You acknowledge that, in using the Licensed Rights, we will combine the Content you have provided with fictitious data (such as a different name, place of residence, personality traits and hobbies) in order to create fictitious dating profiles that will be visible on our, our affiliates’ and/or our third-party licensees’ dating websites. Users of such dating websites will be able to view and interact with the fictitious dating profiles in exchange for payment. All interactions on the dating websites between real users and fictitious profiles will be moderated by licensed independent contractors who will be responsible for portraying the characters behind the fictitious profiles, including through chatting with real users and/or exchanging photographs or other audio-visual content with them.
  2. You hereby warrant and undertake that:
    1. you are the sole owner of the Licensed Rights and you have the full authority to grant us the licence set out in clause 7.1;
    2. the Content does not incorporate any material that infringes the copyright or any other rights of any third party, including any right of confidentiality or privacy, nor does it contain any obscene, blasphemous or defamatory matter, and its exploitation shall not place any person in contempt of court nor in breach of any provision of any statute;
    3. you are not aware, having made full and reasonable enquiry, of any claim by any third party that the Content or any pre-existing material incorporating the Content or included within the Content, or the exploitation of the Content by us, has infringed or will infringe any rights of any third party and you agree that you shall immediately inform us if you become aware of any such claim; and
    4. you have secured all third-party permissions and releases necessary to grant the Licensed Rights to us and have made or will make in a timely manner all payments due to any such third parties necessary to enable us to exercise the rights granted to us under these Terms. You hereby acknowledge that we shall not be liable for any such payments.

8. GUIDELINES AND RESTRICTIONS IN CONNECTION TO THE CONTENT

  1. When you upload Content on the Website you must comply with the standards set out in this paragraph 8 and any additional guidelines issued by PICGENERATOR on the Website from time to time (jointly, the "Content Guidelines").
  2. You warrant that all of your Content complies with the Content Guidelines and you will be liable to us and indemnify us for any breach of this warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of the aforesaid warranty.
  3. We have the right to review all of the Content you upload on the Website and reject any Content if, in our opinion, it does not comply with the Content Guidelines. In such case, no Licence Fees will be payable in connection to the rejected Content.
  4. The Content must not:
    1. be defamatory of any person, obscene, offensive, hateful or inflammatory;
    2. contain and/or display any private user information, including (non-exhaustively) real name, phone numbers, social media links and postal addresses;
    3. bully, stalk, insult, intimidate or humiliate;
    4. include child sexual abuse material or any other material including or referring to minors;
    5. promote violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, or any other illegal activity;
    6. advertise, market or otherwise promote any goods or services unrelated to the Website and/or the Services;
    7. infringe any copyright, database right, trade mark or any other intellectual property right of any other person;
    8. be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety;
    9. impersonate any person, or misrepresent the identity of the user or his affiliation with any person, and/or
    10. advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse.

9. INTELLECTUAL PROPERTY RIGHTS AND LICENCES GRANTED TO USERS OF THE WEBSITE

  1. Except as otherwise indicated, the Services, and all text, images, marks, logos and other content contained in or communicated when using the Services, including, without limitation, the PICGENERATOR logo and all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement thereof (collectively, the "Website Content") are the property of PICGENERATOR and/or its licensors and are protected by copyright laws. All rights to the Website Content are expressly reserved. Nothing contained in the Services may be construed as granting, by implication, estoppel or otherwise, any licence or right to use any trademark, copyright or other proprietary right of PICGENERATOR or any third party without the prior written permission of PICGENERATOR or such other party that may own such trademark, copyright or other proprietary right(s).
  2. PICGENERATOR, its logo and all other product or service names or slogans displayed on or communicated through the Services are registered and/or are common law trademarks of PICGENERATOR and/or its suppliers or other licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of PICGENERATOR or the applicable trademark holder. In addition, the look and feel of the Services, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of PICGENERATOR and may not be copied, imitated or used, in whole or in part, without the prior written permission of PICGENERATOR. All other trademarks, registered trademarks, product names and company names or logos displayed on or communicated through the Services are the property of their respective owners.
  3. In return for you agreeing to comply with these Terms you may:
    1. view and use the Website and the Services for personal purposes only; and
    2. receive and use any free supplementary software code or update of the Website incorporating "patches" and corrections of errors as we may provide to you.
  4. The licence set out in clause 9.3 is provided to you on a limited, revocable, personal, non-transferable, worldwide, non-exclusive, non-sublicensable basis and will continue until it is terminated by either party in accordance with these Terms.

10. REFERRAL PROGRAMME

  1. From time to time, PICGENERATOR may offer incentives to its Users for referring friends to become new members of the Website (the "Referral Programme"). Such incentives will be subject to the relevant referral programme terms and conditions, as made available to Users on the Website or via email from time to time.
  2. Users shall be prohibited from engaging in any of the following activities and engaging in any of these will be grounds for immediate termination and disqualification from the relevant Referral Programme and may lead to forfeiture of any earned rewards:
    1. spam, bulk distribution of invitations, distribution to strangers or any other promotion of the Referral Programme that would constitute or would appear to constitute unsolicited commercial e-mail or spam under any applicable law or regulation;
    2. fraud, attempted fraud or abuse of the Referral Programme terms and conditions; and/or
    3. selling, trading or bartering, or providing anything of value to any invitee beyond the Referral Programme invitation, or otherwise using the Referral Programme invitations for unauthorised promotional purposes.

11. COMPANY NOTIFICATIONS TO USERS

  1. We may contact you via push notifications or email for Account verification and other purposes related to the Services and/or the Website. We may also contact you in order to inform you about offers, updates and/or provide you with other promotional material, provided that we always give you the option to opt-out of such communications in the future. You may adjust the ways in which you wish to be contacted by PICGENERATOR in your Account settings.
  2. Unless specified otherwise in these Terms, any notice or communication shall be deemed to have been received on the next business day after transmission.
  3. This paragraph 11 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

12. CHANGES AND FUNCTIONING OF THE WEBSITE

  1. We may update and change our Website from time to time to reflect changes to the needs of the User and to our business priorities. We will give you reasonable notice of any material changes. What constitutes a material change will be determined by us at our sole discretion.
  2. We will use reasonable efforts to ensure that the Website is available at all times. We do not guarantee that the Website, or any content on it or any individual feature or function of it, will always be available and/or error free and/or uninterrupted. In particular, the Website may be unavailable in certain periods during which we may suspend or withdraw or restrict the availability of all or any part of our Website for business and operational reasons or during implementations of upgrades or during essential maintenance. We will try to give you reasonable notice of any suspension or withdrawal, where such notice is practicably possible.
  3. In the event that the Website does not function properly, PICGENERATOR shall not be held liable for any loss or damage suffered by Users of the Website caused by its non- proper functionality or its failure to function entirely.

13. MONITORING OF THE WEBSITE AND COMPLIANCE WITH THESE TERMS

  1. For the purposes of ensuring compliance with these Terms, we may at any time:
    1. monitor any of the Accounts; and/or
    2. delete or edit Accounts, and other material that is deemed to be unacceptable and/or that violates these Terms.
    3. If while monitoring the Website, we suspect that for any reason, a person is not entitled or eligible to use the Website and/or the Services, we reserve the right to request additional information from such User in order to verify that the information uploaded on the Website is accurate and refers to the person who created the Account in question.

14. WEBSITE SECURITY

  1. We take all reasonably practicable steps to ensure that the Website is secure, however we are not responsible for possible viruses on our Website and we do not guarantee that our Website will be secure or free from bugs or viruses at all times.
  2. You are responsible for configuring your information technology and computer programmes to access our Website.
  3. You should use your own virus protection software and you are prohibited from doing the following:
    1. misusing our Website by knowingly introducing viruses, trojan horses, worms, logic bombs or other material that is malicious or technologically harmful and that may adversely affect the operation of the Website or of any computer software or hardware;
    2. attempting to gain unauthorised access to our Website, the server on which our Website is stored or any server, computer, network or database connected to our Website; and/or
    3. attacking our Website via a DOS attack or a DDOS attack.
  4. In the event that you breach any of the provisions of this paragraph 14, your right to use our Website will cease immediately. Such a breach may be reported to the relevant law enforcement authorities with which we may be required to co-operate by disclosing your identity to them.
  5. In order to protect the integrity of the Website, we reserve the right at any time in our sole discretion, to block Users from certain IP addresses from accessing the Website.
  6. By agreeing to these Terms, you are deemed to agree and understand that whenever you use the Website and/or the Services, you do so at your own risk.

15. WARRANTY DISCLAIMER

Except as expressly provided to the contrary herein, the Website and the Services are provided on an "as is" and "as available" basis without any representations, warranties or conditions of any kind, either express or implied. PICGENERATOR expressly disclaims all representations, warranties and conditions, either express or implied, including without limitation, implied warranties of merchantability and fitness for a particular purpose with respect to the performance of the Services under these Terms, to the extent permissible by law. PICGENERATOR does not represent or warrant that material in the Services is accurate, complete, reliable, current or error-free.

16. LIMITATION OF LIABILITY

  1. Nothing in these Terms shall operate to exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for (a) death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors, (b) fraud or fraudulent misrepresentation, or (c) any other liability for which it would be illegal for us to exclude, or attempt to exclude its liability.
  2. To the fullest extent permitted by law, we expressly exclude:
    1. all conditions, warranties and other terms that might otherwise be implied by law into these Terms; and
    2. any and all liability to you, whether arising under these Terms or otherwise in connection with your use of the Website.
  3. Without prejudice to paragraph 16.2 and to any other exclusions of liability set out in these Terms, and to the fullest extent permitted by law, neither we nor our affiliated companies and/or contractors shall be liable for:
    1. any interruptions to your internet access and/or any other technical issues you may experience when using the Website and/or the Services, including any issues that may prevent you from uploading Content;
    2. the content of any of the Content;
    3. any misrepresentation of information by you, whether through information you input on your Account or through any information you provide directly to us (such as for example through email correspondence);
    4. any Account that violates any applicable legislation; and/or
    5. any loss or damage (whether direct, indirect or consequential and whether economic or not), suffered by you via the use of our Website, including without limitation loss of income, revenue or profit, loss of business or business opportunity, emotional distress, trade secret misappropriation, intellectual property infringement, loss of data or programs, loss of goodwill and loss of anticipated savings.
  4. In as far as our liability is limited or excluded, such limitations or exclusions shall also apply for the personal liability of PICGENERATOR' employees, legal representatives, agents and subcontractors.
  5. Except as otherwise provided in the Terms, and especially clause 16.1, our liability shall be limited to an amount equal to the amount of the Licence Fees you have accumulated in the six (6) month period preceding the breach of the Terms.

17. BREACH OF THESE TERMS

  1. When we consider that a breach of these Terms has occurred, we may take such corrective action as we deem appropriate. Failure to comply with these Terms constitutes a material breach of the Terms and may result in our taking all or any of the following actions:
    1. immediate, temporary or permanent suspension of your Account and your right to use our Website and the Services;
    2. issue of a warning to you;
    3. legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
    4. further legal action against you;
    5. disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law, and
    6. claim damages for any loss sustained by your breach.
  2. The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate under the circumstances.
  3. If you feel or suspect that there has been a breach, of any kind, of your Account and/or the information displayed on your profile you should:
    1. to notify us as soon as possible by contacting us at our e-mail address; and
    2. change your password as soon as possible after a suspected breach.

18. INDEMNITY

  1. Without prejudice to any other indemnity provisions set out in these Terms, to the fullest extent permitted by law, you expressly agree to indemnify, defend and hold PICGENERATOR, its affiliates and their respective directors, officers, employees and agents, harmless against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by PICGENERATOR arising out of or in connection with:
    1. your breach of these Terms and/or any warranties and/or undertakings under these Terms;
    2. any third-party claim made against PICGENERATOR for an actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Content, and
    3. your violation of any applicable laws, rules or regulations.

19. TERMINATION

  1. You may request to cancel your Account at any time by following the designated deletion steps in your Account or by emailing PICGENERATOR at support@PICGENERATOR.com with a request to delete your Account. Your Account will be deactivated within 2 business days of PICGENERATOR receipt of the relevant cancellation email. Any balance of Accrued Earnings remaining in your Account will be paid to you within ten (10) business days from receipt of the relevant cancellation email in accordance with your preferred payment method and you will not thereafter be entitled to receive any payments whatsoever in connection to such Account.
  2. Notwithstanding any other legal remedies that may be available to it, PICGENERATOR may, in its sole discretion, without cause and with no liability to you, and by providing five (5) days' notice to you when reasonably feasible, terminate and/or suspend and/or deactivate your Account and/or your access and use of the Website or limit your access to your Account and/or the Services.
  3. In the event that you have not accessed your Account for a consecutive period of 365 days, your Account may be deactivated. In such case, any outstanding balance of Accrued Earnings will be forfeited and the Content corresponding to such balance will be deleted.
  4. Notwithstanding paragraph 19.2 and any other termination rights in these Terms, PICGENERATOR may immediately suspend and/or deactivate and/or terminate your Account without being required to provide notice or cause if:
    1. you breach any of the Terms;
    2. you have provided false, inaccurate, incomplete or incorrect personal or other information to PICGENERATOR;
    3. your actions may cause or have caused damage or loss to PICGENERATOR, its affiliates, agents and/or subcontractors, or
    4. we reasonably believe, suspect or become aware that you are a minor.
  5. Where PICGENERATOR terminates your Account for any reason where you are not at fault, including where PICGENERATOR ceases to provide the Services to the Users entirely, PICGENERATOR will transfer the outstanding balance of any Accrued Earnings to your bank account or e-wallet (as applicable) prior to or upon termination of your Account.
  6. Where PICGENERATOR terminates your Account pursuant to clause 19.4:
    1. PICGENERATOR will not be liable for any termination of your access to the Website and/or your Account;
    2. any outstanding balance of Accrued Earnings will be forfeited and the Content corresponding to such balance will be deleted; and
    3. you shall be prohibited from creating a new Account without our prior written permission, and
    4. all provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, all provisions relevant to the licensing of your Content to PICGENERATOR, warranty disclaimers, indemnity and limitations of liability.

20. INFORMATION ABOUT US

  1. When communicating with our customer support team, you agree to not be abusive, obscene, profane, offensive, sexist, threatening, harassing, racially offensive, and to not otherwise behave inappropriately. If we feel that your behaviour towards any of our customer support team or other employees is at any time not in compliance with the aforementioned requirements, we reserve the right to immediately terminate your Account.

21. FORCE MAJEURE

We shall not be responsible for any delay in performing or failure to perform any of our obligations under the Terms if such delay or failure results from unforeseen circumstances or causes beyond our reasonable control, including but not limited to: acts of God such as fire, flood, earthquakes, hurricanes, tropical storms or other natural disasters, pandemics, war, riot, arson, embargoes, acts of civil or military authority, or terrorism, strikes, or shortages in transportation, facilities, fuel, energy, labour or materials, failure of the telecommunications or information services infrastructure; hacking, spam, or any failure of a computer, server or software, for so long as such event continues to delay the Website's performance.

22. ASSIGNMENT

  1. PICGENERATOR may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under these Terms and you hereby give us consent to proceed with any of the abovementioned actions.
  2. You shall not assign, transfer, subcontract, declare a trust over or deal in any other manner with any or all of your rights and obligations under these Terms.

23. NO WAIVER

  1. A waiver of any right or remedy under the Terms or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
  2. A failure or delay by a party to exercise any right or remedy provided under the Terms or by law shall not constitute a waiver of that or any other right or remedy, not shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Terms or by law shall prevent or restrict the further exercise of that or any other right or remedy.

24. SEVERANCE

If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision shall not affect the validity and enforceability of the rest of the Terms.

25. ENTIRE AGREEMENT

These Terms as well as all other terms, policies and guidelines incorporated by reference herein form the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

26. SURVIVAL

Notwithstanding clause 19.6.4, any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after the termination of these Terms shall remain in full force and effect.

27. GOVERNING LAW

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the Republic of Cyprus.

28. JURISDICTION

Each party irrevocably agrees that the courts of the Republic of Cyprus shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).