Posa
Terms and Conditions of Use
This service includes subscriptions that automatically renew.
Please read these terms and conditions of use carefully (in particular,
section 6 “subscription fees and payment”) before starting a
trial or completing a purchase for our app’s auto-renewing
subscription service. To avoid being charged you must affirmatively cancel your subscription
before the end of the trial or then-current subscription period.
If you are unsure how to cancel a subscription or a free trial, please
visit the Apple support website, Google Play help
(or any other app stores support pages), or our website depending on
where you have purchased your subscription. Deleting the app does not
cancel your subscriptions and trials. We also aim to provide information
about our subscription policies at or near the point of purchase. For
your convenience, we also provide detailed information on how to cancel
and how subscriptions work in our Subscription Policy. Please review these policies prior to making purchases. You may wish
to make a printscreen of this information for your reference.
ACCEPTANCE OF TERMS
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The provisions of these terms and conditions of use (the "Terms")
govern the relationship between you and Imperium Labs, a limited
liability company ("we", "us", "our" or the "Company") regarding your
use of the Company’s mobile applications, websites and related
services (the “App” or "Service"), including all
information, text, graphics, software, and services, available for
your use (the “Content”).
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These Terms establish a legally binding contractual relationship
between you and the Company. For this reason, PLEASE READ THE TERMS
CAREFULLY BEFORE USING THE SERVICE.
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Please review also our Privacy Policy. The terms of the Privacy Policy and other supplemental terms,
policies or documents that may be posted on the Service from time to
time are hereby expressly incorporated herein by reference. We reserve
the right, in our sole discretion, to make changes or modifications to
these Terms at any time and for any reason.
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Any translation from English version is provided for your convenience
only. In the event of any difference in meaning or interpretation
between the English language version of these Terms available at www.posa.app/terms-of-use
, and any translation, the English language version will prevail. The
original English text shall be the sole legally binding version
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Unless otherwise expressly provided herein, we will alert you about
any changes by updating the "Last updated" date of these Terms and you
waive any right to receive specific notice of each such change.
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THESE TERMS CONTAIN IMPORTANT DISCLAIMERS (SECTION 2), DISCLAIMER OF
WARRANTIES (SECTION 8), LIMITATION OF LIABILITY (SECTION 9), AS WELL
AS PROVISIONS THAT WAIVE YOUR RIGHT TO A JURY TRIAL, RIGHT TO A COURT
HEARING AND RIGHT TO PARTICIPATE IN A CLASS ACTION (ARBITRATION AND
CLASS ACTION WAIVER IN SECTION 12). UNLESS YOU OPT OUT WITHIN 30 DAYS
OF FIRST USE OF OUR SERVICE AS PROVIDED FOR IN SECTION 12, ARBITRATION
IS THE EXCLUSIVE REMEDY FOR ANY AND ALL DISPUTES AND IS MANDATORY
EXCEPT AS SPECIFIED BELOW IN SECTION 12.
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IF YOU DO NOT AGREE WITH ANY PART OF THESE TERMS, OR IF YOU ARE NOT
ELIGIBLE OR AUTHORIZED TO BE BOUND BY THESE TERMS, THEN DO NOT
DOWNLOAD THE APP OR OTHERWISE ACCESS OR USE THE SERVICE.
IMPORTANT DISCLAIMERS
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THE COMPANY DOES NOT OFFER OR PROVIDE ANY KIND OF MEDICAL ADVICE,
HEALTH INSURANCE OR OTHER HEALTHCARE SERVICE, INCLUDING WITHOUT
LIMITATION, ANY COUNSELING, TESTING, EVALUATION, PRESCRIPTION,
PROCEDURE OR THERAPY RELATED TO EXERCISE, NUTRITION, WEIGHT LOSS OR
WELLNESS OR RELATED TO THE AVOIDANCE, PREVENTION, DIAGNOSIS OR
TREATMENT OF ANY INJURY, ILLNESS, DISEASE OR CONDITION.
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THIS SERVICE IS NOT INTENDED FOR THE PROVISION OF CLINICAL DIAGNOSIS
REQUIRING AN IN-PERSON EVALUATION AND YOU SHOULD NOT USE IT IF YOU
NEED ANY OFFICIAL DOCUMENTATION OR APPROVALS FOR PURPOSES SUCH AS, BUT
NOT LIMITED TO, COURT-ORDERED COUNSELING OR EMOTIONAL SERVICE
CERTIFICATION.
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YOUR USE OF THE SERVICE DOES NOT CONSTITUTE OR CREATE A
DOCTOR-PATIENT, THERAPIST-PATIENT OR OTHER HEALTHCARE PROFESSIONAL
RELATIONSHIP BETWEEN YOU AND THE COMPANY.
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THE COMPANY DOES NOT ASSUME ANY LIABILITY FOR INACCURACIES OR
MISSTATEMENTS ABOUT FOOD RECIPES, EXERCICES OR OTHER CONTENT ON THE
SERVICE. YOU SHOULD CAREFULLY READ ALL INFORMATION PROVIDED BY THE
MANUFACTURERS OF THE FOOD PRODUCTS, WHETHER ONLINE OR ON THE ACTUAL
PRODUCT PACKAGING AND LABELS, INCLUDING NUTRIENT CONTENT, INGREDIENTS,
FOOD ALLERGEN AND CONTACT INFORMATION, AND HEALTH CLAIMS, BEFORE USING
OR CONSUMING A PRODUCT. FOR ADDITIONAL INFORMATION ABOUT A FOOD
PRODUCT, PLEASE CONTACT THE MANUFACTURER DIRECTLY.
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WE MAKE NO GUARANTEES CONCERNING THE LEVEL OF SUCCESS YOU MAY
EXPERIENCE, AND YOU ACCEPT THE RISK THAT RESULTS WILL DIFFER FOR EACH
INDIVIDUAL. THE TESTIMONIALS AND EXAMPLES THAT MAY BE PROVIDED ON THE
SERVICE ARE EXCEPTIONAL RESULTS, WHICH DO NOT APPLY TO AN AVERAGE
PERSON, AND ARE NOT INTENDED TO REPRESENT OR GUARANTEE THAT ANYONE
WILL ACHIEVE THE SAME OR SIMILAR RESULTS.
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IN ADDITION TO ALL OTHER LIMITATIONS AND DISCLAIMERS IN THESE TERMS,
THE COMPANY DISCLAIMS ANY LIABILITY OR LOSS IN CONNECTION WITH THE
CONTENT PROVIDED ON THE SERVICE. YOU ARE ENCOURAGED TO CONSULT WITH
YOUR DOCTOR AND OTHER RELEVANT PROFESSIONALS WITH REGARD TO THE
INFORMATION CONTAINED ON OR ACCESSED THROUGH THE SERVICE.
PROFILE REGISTRATION
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In order to use certain features of the Service, you may need to
register your profile ("Profile") and provide certain information
about yourself as prompted by the registration form.
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If you register the Profile, you represent and warrant to the Company
that: (i) all required registration information you submit is truthful
and accurate; (ii) you will maintain the accuracy of such information;
and (iii) your use of the Service does not violate any applicable law
or regulation or these Terms. Otherwise, the Service may not operate
correctly, and we may not be able to contact you with important
notices.
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The Service is not intended to be used by individuals under age of
16. You hereby represent and warrant to the Company that you meet the
foregoing qualification. All users who are minors in the jurisdiction
in which they reside (generally under the age of 18) must have the
permission of, and be directly supervised by, their parent or guardian
to use the Service. If you are a minor, you must have your parent or
guardian read and agree to these Terms prior to you using the
Service.
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The Company reserves the right to suspend or terminate your Profile,
or your access to the Service, with or without notice to you, in the
event that you breach these Terms.
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You are responsible for maintaining the confidentiality of your
Profile login information and are fully responsible for all activities
that occur under your Profile. You agree to immediately notify the
Company of any unauthorized use, or suspected unauthorized use of your
Profile or any other breach of security. The Company cannot and will
not be liable for any loss or damage arising from your failure to
comply with the above requirements.
SERVICE
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You acknowledge that all the text, images, marks, logos, compilations
(meaning the collection, arrangement and assembly of information),
data, other content, software and materials displayed on the Service
or used by the Company to operate the Service (including the App and
the Content and excluding any User Content (as defined below)) is
proprietary to us or to third parties.
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The Company expressly reserves all rights, including all intellectual
property rights, in all of the foregoing, and except as expressly
permitted by these Terms, any use, redistribution, sale,
decompilation, reverse engineering, disassembly, translation or other
exploitation of them is strictly prohibited. The provision of the
Service does not transfer to you or any third party any rights, title
or interest in or to such intellectual property rights.
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The information you submit to us as part of your registration, and
any data, text and other material that you may submit or post to the
App ("User Content") remain your intellectual property, and the
Company does not claim any ownership of the copyright or other
proprietary rights in such registration information and the User
Content. Notwithstanding the foregoing, you agree that the Company may
retain copies of all registration information and the User Content and
use such information and the User Content as reasonably necessary for
or incidental to its operation of the Service and as described in
these Terms and the Privacy Policy.
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You grant the Company the non-exclusive, worldwide, transferable,
perpetual, irrevocable right to publish, distribute, publicly display
and perform the User Content in connection with the Service.
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Subject to these Terms, the Company grants you a non-transferable,
non-exclusive, license (without the right to sublicense) to (i) use
the Service solely for your personal, non-commercial purposes, and (b)
install and use the App, solely on your own handheld mobile device
(e.g., iPhone, Android, etc. as applicable) and solely for your
personal, non-commercial purposes.
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You agree, and represent and warrant, that your use of the Service,
or any portion thereof, will be consistent with the foregoing license,
covenants and restrictions and will neither infringe nor violate the
rights of any other party or breach any contract or legal duty to any
other parties. In addition, you agree that you will comply with all
applicable laws, regulations and ordinances relating to the Service or
your use of it, and you will be solely responsible for your own
individual violations of any such laws.
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You are solely responsible for obtaining the equipment and
telecommunication services necessary to access the Service, and all
fees associated therewith (such as computing devices and Internet
service provider and airtime charges).
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We retain the right to implement any changes to the Service (whether
to free or paid features) at any time, with or without notice. You
acknowledge that a variety of Company's actions may impair or prevent
you from accessing the Service at certain times and/or in the same
way, for limited periods or permanently, and agree that the Company
has no responsibility or liability as a result of any such actions or
results, including, without limitation, for the deletion of, or
failure to make available to you, any content or services.
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Your access to and use of the Service is at your own risk. The
Company will have no responsibility for any harm to your computing
system, loss of data, or other harm to you or any third party,
including, without limitation, any bodily harm, that results from your
access to or use of the Service, or reliance on any information or
advice.
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The Company has no obligation to provide you with customer support of
any kind. However, the Company may provide you with customer support
from time to time, at the Company's sole discretion.
APP STORES, THIRD PARTY ADS, OTHER USERS
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You acknowledge and agree that the availability of the App is
dependent on the third party from which you received the App, e.g.,
the Apple App Store, and/or other app stores (collectively, "App
Stores" and each, an "App Store").
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You agree to pay all fees charged by the App Stores in connection
with the App. You agree to comply with, and your license to use the
App is conditioned upon your compliance with, all applicable
agreements, terms of use/service, and other policies of the App
Stores. You acknowledge that the App Stores (and their subsidiaries)
are a third party beneficiary of these Terms and will have the right
to enforce these Terms.
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The Service may contain links to third party websites or resources
and advertisements for third parties (collectively, "Third Party
Ads"). Such Third Party Ads are not under the control of the Company
and the Company is not responsible for any Third Party Ads. The
Company provides these Third Party Ads only as a convenience and does
not review, approve, monitor, endorse, warrant, or make any
representations with respect to Third Party Ads. Advertisements and
other information provided by Third Party Sites Ads may not be wholly
accurate. You acknowledge sole responsibility for and assume all risk
arising from your use of any such websites or resources. When you link
to a third party site, the applicable service provider's terms and
policies, including privacy and data gathering practices govern. You
should make whatever investigation you feel necessary or appropriate
before proceeding with any transaction with any third party. Your
transactions and other dealings with Third Party Ads that are found on
or through the App, including payment and delivery of related goods or
services, are solely between you and such merchant or
advertiser.
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Each user of the Service is solely responsible for any and all his or
her User Content. Because we do not control the User Content, you
acknowledge and agree that we are not responsible for any User Content
and we make no guarantees regarding the accuracy, currency,
suitability, or quality of any User Content, and we assume no
responsibility for any User Content. Your interactions with other
Service users are solely between you and such user. You agree that the
Company will not be responsible for any loss or damage incurred as the
result of any such interactions. If there is a dispute between you and
any Service user, we are under no obligation to become involved.
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You hereby release us, our officers, employees, agents and successors
from claims, demands any and all losses, damages, rights, claims, and
actions of any kind including personal injuries, death, and property
damage, that is either directly or indirectly related to or arises
from any interactions with or conduct of any App Store, any other
Service users, or any Third Party Ads.
SUBSCRIPTION FEES AND PAYMENT
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Certain features of the Service may be offered on a subscription
basis for a fee. You may purchase a subscription directly from the
Company or through an App Store either by (1) paying a subscription
fee in advance on a recurring interval disclosed to you prior to your
purchase; or (2) pre-payment giving you access to the Service for a
specific time period (together or separately
“Purchase”).
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To the maximum extent permitted by applicable laws, we may change
Purchase fees at any time. We will give you reasonable notice of any
such pricing changes by posting the new prices on or through the App
and/or by sending you an e-mail notification, or in other prominent
way. If you do not wish to pay the new fees, you can cancel the
applicable subscription prior to the change going into effect or/and
abstain from pre-paying for access to the Service.
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You authorize us and the App Stores to charge the applicable fees to
the payment card that you submit.
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By signing up for certain subscriptions, you agree that your
subscription may be automatically renewed. Unless you cancel your
subscription you authorize us and the App Stores to charge you for the
renewal term. The period of auto-renewal will be the same as your
initial subscription period unless otherwise disclosed to you on the
Service. The renewal rate will be no more than the rate for the
immediately prior subscription period, excluding any promotional and
discount pricing, or unless we notify you of a rate change prior to
your auto-renewal. You must cancel your subscription in accordance
with the cancellation procedures disclosed to you for the particular
subscription. We will not refund fees that may have accrued to your
account and will not prorate fees for a cancelled subscription.
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We may offer a trial subscription for the Service. Trial provides you
access to the Service for a period of time, with details specified
when you sign up for the offer. Unless you cancel before the end of
the free trial, or unless otherwise stated, your access to the Service
will automatically continue and you will be billed the applicable fees
for the Service. It is ultimately your responsibility to know when the
free trial will end. We reserve the right, in our absolute discretion,
to modify or terminate any free trial offer, your access to the
Service during the free trial, or any of these terms without notice
and with no liability. We reserve the right to limit your ability to
take advantage of multiple free trials.
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The Service and your rights to use it expire at the end of the paid
period of your subscription. If you do not pay the fees or charges
due, we may make reasonable efforts to notify you and resolve the
issue; however, we reserve the right to disable or terminate your
access to the Service (and may do so without notice).
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Subscriptions purchased via an App Store are subject to such App
Store's refund policies. This means we cannot grant refunds. You will
have to contact an App Store support.
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You agree that the Purchase is final, that Company will not refund
any transaction once it has been made and that the Purchase cannot be
cancelled. When you make the Purchase, you acknowledge and agree that
all Purchases are non-refundable or exchangeable. Since the Service is
of a digital nature, we cannot accept any request for refunds and
therefore your right of withdrawal is lost at this point. The Company
may provide refunds at its own discretion and subject to our policies
that may be published from time to time.
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We may post clear and conspicuous subscription terms from time to
time on our websites and within the Apps.
USER REPRESENTATIONS AND RESTRICTIONS
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By using the Service, you represent and warrant that:
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you have the legal capacity and you agree to comply with these
Terms;
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you are not under the age of 16;
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you will not access the Service through automated or non-human means,
whether through a bot, script or otherwise;
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you will not use the Service for any illegal or unauthorized
purpose;
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you are not located in a country that is subject to a U.S. government
embargo, or that has been designated by the U.S. government as a
"terrorist supporting" country;
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you are not listed on any U.S. government list of prohibited or
restricted parties; and
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your use of the Service will not violate any applicable law or
regulation.
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If you provide any information that is untrue, inaccurate, not
current, or incomplete, we have the right to refuse any and all
current or future use of the Service (or any portion thereof).
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You may not access or use the Service for any purpose other than that
for which we make the Service available. The Service may not be used
in connection with any commercial endeavors except those that are
specifically endorsed or approved by us.
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As a user of the Service, you agree not to:
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systematically retrieve data or other content from the Service to
create or compile, directly or indirectly, a collection, compilation,
database, or directory without written permission from us;
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make any unauthorized use of the Service;
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make any modification, adaptation, improvement, enhancement,
translation, or derivative work from the Service;
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use the Service for any revenue generating endeavor, commercial
enterprise, or other purpose for which it is not designed or
intended;
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make the Service available over a network or other environment
permitting access or use by multiple devices or users at the same
time;
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use the Service for creating a product, service, or software that is,
directly or indirectly, competitive with or in any way a substitute
for the Service;
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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 Service;
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circumvent, disable, or otherwise interfere with security-related
features of the Service;
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engage in unauthorized framing of or linking to the Service;
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interfere with, disrupt, or create an undue burden on the Service or
the networks or services connected to the Service;
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decipher, decompile, disassemble, or reverse engineer any of the
software comprising or in any way making up a part of the
Service;
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attempt to bypass any measures of the Service designed to prevent or
restrict access to the Service, or any portion of the Service;
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upload or distribute in any way files that contain viruses, worms,
trojans, corrupted files, or any other similar software or programs
that may damage the operation of another's computer;
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use, launch, develop, or distribute any automated system, including
without limitation, any spider, robot, cheat utility, scraper, or
offline reader that accesses the Service, or using or launching any
unauthorized script or other software;
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use the Service to send automated queries to any website or to send
any unsolicited commercial e-mail;
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disparage, tarnish, or otherwise harm, in our opinion, us and/or the
Service;
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use the Service in a manner inconsistent with any applicable laws or
regulations; or
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otherwise infringe these Terms.
ADDITIONAL DISCLAIMER OF WARRANTIES
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Basic Disclaimers of Warranties
Except where otherwise inapplicable or prohibited by law to the fullest
extent permitted by law, you expressly understand and agree that your
use of the Service is at your sole risk, and the Service is provided on
an "as is" and "as available" basis.
The Company or its affiliates, officers, employees, agents, partners,
and licensors expressly disclaim all warranties of any kind, whether
express or implied, including, but not limited to, implied warranties of
merchantability, fitness for a particular purpose, and non-infringement
as well as any and all warranties as to products or services offered by
businesses listed on the service. The released parties make no, and
expressly disclaim any warranty that:
(i) the Service will meet your requirements,
(ii) the Service will be uninterrupted, timely, secure, or
error-free,
(iii) the results that may be obtained from the use of the Service,
including data, will be accurate or reliable,
(iv) the quality of any data or service available on the Service will
meet your expectations, and
(v) any errors in the service will be corrected.
Any material obtained through the use of the Service is accessed at
your own discretion and risk, and you will be solely responsible for any
damage to your computer system or mobile device or loss of data that
results from the use of any such material.
We cannot guarantee and do no promise any specific results from use of
the App and/or the Service. You agree also to take the risks of
interruption of the Service for any technical reasons.
- Absence of Any Advice on the Service
Any statement that may be posted on the Service is for informational
and entertainment purposes only and is not intended to replace or
substitute for any professional financial, medical, legal, or other
advice.
The Company makes no representations or warranties and, to the fullest
extent permitted by law, expressly disclaims any and all liability
relating to your reliance on the statements or other information offered
or provided within or through the Service. If you have specific concerns
or a situation arises in which you require professional or medical
advice, you should consult with an appropriately trained and qualified
specialist.
- Change of Website Information and Service
We may change all the information provided on the Service at our sole
discretion without notice.
We may at any time modify or discontinue, temporarily or permanently,
the Service (or any part thereof) at our sole discretion with or without
notice. You agree that we shall not be liable to you or any third party
for any modification, suspension or discontinuance of the Service.
LIMITATION OF LIABILITY
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IN NO EVENT SHALL WE (AND OUR AFFILIATES) BE LIABLE TO YOU OR ANY
THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL,
EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THESE
TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SERVICE (INCLUDING THE
APP OR CONTENT), OR THIRD PARTY ADS, EVEN IF WE HAVE BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICE
(INCLUDING THE APP, CONTENT AND USER CONTENT), AND THIRD PARTY ADS ARE
AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE
FOR ANY DAMAGE TO YOUR COMPUTING SYSTEM OR LOSS OF DATA RESULTING
THEREFROM.
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NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, YOU AGREE
THAT THE AGGREGATE LIABILITY OF THE COMPANY TO YOU FOR ANY AND ALL
CLAIMS ARISING FROM THE USE OF THE APP, CONTENT OR SERVICE IS LIMITED
TO THE AMOUNTS YOU HAVE PAID TO THE COMPANY FOR ACCESS TO AND USE OF
THE SERVICE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE
FUNDAMENTAL ELEMENTS OF THE BASIS OF THE TERMS BETWEEN THE COMPANY AND
YOU.
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SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF
LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE
LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE
OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
INDEMNITY
You agree to indemnify and hold the Company, its successors,
subsidiaries, affiliates, any related companies, its suppliers,
licensors and partners, and the officers, directors, employees, agents
and representatives of each of them harmless, including costs and
attorneys' fees, from any claim or demand made by any third party due to
or arising out of (i) your use of the Service, (ii) your User Content,
or (ii) your violation of these Terms.
The Company reserves the right, at your expense, to assume the
exclusive defense and control of any matter for which you are required
to indemnify us and you agree to cooperate with our defense of these
claims. You agree not to settle any matter without the prior written
consent of the Company. The Company will use reasonable efforts to
notify you of any such claim, action or proceeding upon becoming aware
of it.
- INTERNATIONAL USE
The Company makes no representation that the Service is accessible,
appropriate or legally available for use in your jurisdiction, and
accessing and using the Service is prohibited from territories where
doing so would be illegal. You access the Service at your own initiative
and are responsible for compliance with local laws.
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MANDATORY BINDING ARBITRATION AND CLASS ACTION WAIVER
Please read this arbitration provision carefully to understand your
rights.
(a) All claims must be resolved through binding arbitration by a
neutral arbitrator;
(b) You are waiving the right to a trial by jury; the rights that you
would have if you went to court, such as discovery or the right to
appeal, may be more limited or may not exist;
(c) You may only bring a claim in your individual capacity and not as a
plaintiff (lead or otherwise) or class member in any purported class or
representative proceeding;
(d) The arbitrator may not consolidate proceedings or claims or
otherwise preside over any form of a representative or class
proceeding.
- Mandatory Arbitration
This arbitration agreement provides that all disputes must be resolved
through BINDING ARBITRATION whenever you or we choose to submit or refer
a dispute to arbitration. You and the Company, and each of our
respective agents, corporate parents, subsidiaries, affiliates,
predecessors in interest, successors, and assigns, agree to BINDING
ARBITRATION (except for matters that may be taken to small claims
court), as the exclusive form of dispute resolution except as provided
for below, for all disputes and claims arising out of or relating to
these Terms (including the Privacy Policy) or the Service, unless you
are located in a jurisdiction that prohibits the exclusive use of
arbitration for dispute resolution. YOU AGREE THAT, BY ENTERING INTO
THESE Terms, you and we are each waiving the right to a trial by jury or
to participate in a class action.
- Waiver of Class Action and Collective Relief
There shall be no right or authority for any claims to be arbitrated or
litigated on a class action, joint or consolidated basis or on bases
involving claims brought in a purported representative capacity on
behalf of the general public, other users of the Services, or any other
persons. The arbitrator may award relief only in favor of the individual
party seeking relief and only to the extent necessary to provide relief
warranted by that individual party’s claim. The arbitrator may not
award relief for or against anyone who is not a party. The arbitrator
may not consolidate more than one person’s claims, and may not
otherwise preside over any form of a representative or class proceeding.
This waiver of class actions and collective relief is an essential part
of this arbitration provision and cannot be severed from it.
- Arbitration Procedures.
Any disputes arising out of or in connection with these Terms,
including any questions regarding its existence, validity, or
termination, shall be referred to and finally resolved by BINDING
ARBITRATION under the London Court of International Arbitration
(“LCIA”) Rules in force when the Notice of Arbitration is
submitted, which Rules are deemed to be incorporated by reference into
this clause.
- Overview. Arbitration is an alternative to litigation where a neutral person
(the arbitrator) hears and decides the parties’ dispute.
Arbitration proceedings are designed to provide parties with a fair
hearing in a manner that is faster and less formal than court
proceedings. The following procedures (the “Arbitration
Procedures”) are applicable to all arbitration proceedings
involving you and us.
- Pre-Arbitration Dispute Resolution. We are always interested in resolving disputes amicably and
efficiently. Therefore, before you commence an arbitration, we suggest
that you contact us to explain your complaint, as we may be able to
resolve it without the need for arbitration. You may contact us online
at email address indicate in Section 15.
- Administrator. The administrator for the arbitration is the LCIA, a non-profit
organization that is not affiliated with us. The arbitrator who will
hear and decide your dispute will be appointed by the LCIA in accordance
with its rules. Information about the LCIA’s rules and fees can be
found at:
https://www.lcia.org//Dispute_Resolution_Services/lcia-arbitration-rules-2014.aspx.
- Seat of Arbitration. The seat of the arbitration shall be London, United Kingdom.
- Choice of Law. The governing law applicable to the arbitration agreement and the
arbitration shall be the laws of England and Wales (also known as
English Law), without regard to English Law’s conflict of laws
rules.
- Language. The language of the arbitration shall be English.
- Applicable Rules. The arbitration will be governed by the LCIA’s Arbitration
Rules (“LCIA Rules”), as modified by these Arbitration
Procedures. If there is any inconsistency between the LCIA’s Rules
and these Arbitration Procedures, the Arbitration Procedures will
control. However, if the arbitrator determines that strict application
of the Arbitration Procedures would not result in a fundamentally fair
arbitration, the arbitrator may make any order necessary to provide a
fundamentally fair arbitration that is consistent with the LCIA
Rules.
- Commencing an Arbitration. To commence an arbitration against us, you must complete a written
request for arbitration, submit it to the LCIA, and send a copy to us at
email address indicate in Section 15. To learn more about commencing an
arbitration and to obtain a form to institute arbitration, see the
LCIA’s online filing page,
https://onlinefiling.lcia.org/. You may represent yourself in the arbitration or have a lawyer (or
some other representative) act on your behalf. Upon receipt of an
arbitration claim, we may assert any counterclaims it may have against
the complaining party.
- Fees. You are responsible for paying your portion of the fees set forth in
the LCIA’s Schedule of LCIA Arbitration Costs and as determined by
the Arbitral Tribunal under LCIA Rules. We will pay all remaining fees.
If your claim against us is for less than USD1,000, we will pay all
fees. You may hire an attorney to represent you in arbitration. You are
responsible for your attorneys’ fees and additional costs.
Notwithstanding anything in this Arbitration Provision to the contrary,
we will pay all fees and costs that we are required by law to pay.
- Selection of the Arbitrator. The arbitrator who will hear and decide your dispute will be
appointed by the LCIA in accordance with its rules.
- Discovery. Each party may (a) request relevant, non-privileged documents from
the other party; and (b) request that the other party provide the
particulars of its claims or defenses. Any such discovery requests must
be served on the other party within 10 days after the arbitrator’s
appointment. The responding party shall provide the requesting party
with all responsive, non-privileged documents, the requested
particulars, and/or any objections to the requests within 15 days after
receipt of the requests. Any disputes about discovery or requests for
extensions shall be submitted promptly to the arbitrator for prompt
resolution. In ruling on any discovery dispute or extension request, the
arbitrator shall take into consideration the nature, amount, and scope
of the underlying arbitration claim, the cost and other effort what
would be involved in providing the requested discovery, the case
schedule, and whether the requested discovery is necessary for the
adequate preparation of a claim or defense.
- Communications with the Arbitrator. Whenever communicating with the arbitrator, the parties must include
each other – for example, by including the other party on a
telephone conference call and copying the other party on any written
submissions, such as letters or emails. To the extent practicable,
conferences with the arbitrator will take place by telephone conference
call or email. Ex parte communications are not permitted with any
arbitrator.
- Confidentiality. Upon either party’s request, the arbitrator will issue an order
requiring that confidential information of either party disclosed during
the arbitration (whether in documents or orally) may not be used or
disclosed except in connection with the arbitration or a proceeding to
enforce the arbitration award and that any permitted filing of
confidential information must be done under seal.
- Arbitration Award. The arbitrator will render a written decision within 14 days after
the hearing or, if no hearing was held, within 30 days after any
rebuttal or supplemental statements are due. The decision must clearly
specify the relief, if any, awarded and contain a brief statement of the
reasons for the award.
- Waiver of Appeal. The parties waive any right to refer any question of law and any
right of appeal on the law and/or the merits to any court.
- Survivability. This arbitration provision shall survive termination of this
Terms.
- GOVERNING LAW
-
These Terms shall be governed in accordance with the laws of England
and Wales (excluding its body of law governing conflicts of
law).
-
To the extent that any action relating to any dispute hereunder is
for whatever reason not submitted to arbitration, each of the parties
submits to the exclusive jurisdiction to the courts of England and
Wales to settle any disputes which may arise out of or in connection
with this Terms and that accordingly proceedings must be brought in
such courts.
-
The parties irrevocably submit to the personal jurisdiction and venue
of the courts of England and waive any defenses of improper venue or
forum non conveniens.
-
MISCELLANEOUS PROVISIONS
-
No delay or omission by us in exercising any of our rights occurring
upon any noncompliance or default by you with respect to these Terms
will impair any such right or be construed to be a waiver thereof, and
a waiver by the Company of any of the covenants, conditions or
agreements to be performed by you will not be construed to be a waiver
of any succeeding breach thereof or of any other covenant, condition
or agreement hereof contained.
-
Subject to Section 12, if any provision of these Terms is found to be
invalid or unenforceable, then these Terms will remain in full force
and effect and will be reformed to be valid and enforceable while
reflecting the intent of the parties to the greatest extent permitted
by law.
-
Except as otherwise expressly provided herein, these Terms set forth
the entire agreement between you and the Company regarding its subject
matter, and supersede all prior promises, agreements or
representations, whether written or oral, regarding such subject
matter.
-
The Company may transfer or assign any and all of its rights and
obligations under these Terms to any other person, by any way,
including by novation, and by accepting these Terms you give the
Company consent to any such assignment and transfer. You confirm that
placing on the Service of a version of these Terms indicating another
person as a party to the Terms shall constitute valid notice to you of
the transfer of Company's rights and obligations under the Terms
(unless otherwise is expressly indicated).
-
All information communicated on the Service is considered an
electronic communication. When you communicate with us through or on
the Service or via other forms of electronic media, such as e-mail,
you are communicating with us electronically. You agree that we may
communicate electronically with you and that such communications, as
well as notices, disclosures, agreements, and other communications
that we provide to you electronically, are equivalent to
communications in writing and shall have the same force and effect as
if they were in writing and signed by the party sending the
communication. You further acknowledge and agree that by clicking on a
button labelled "SUBMIT", "CONTINUE", "REGISTER", "I AGREE" or similar
links or buttons, you are submitting a legally binding electronic
signature and are entering into a legally binding contract. You
acknowledge that your electronic submissions constitute your agreement
and intent to be bound by these Terms. 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 THROUGH THE SERVICE.
-
In no event shall the Company be liable for any failure to comply
with these Terms to the extent that such failure arises from factors
outside the Company's reasonable control.
CONTACT
If you want to send any notice under these Terms or have any questions
regarding the Service, you may contact us at: admin@posa.app
I HAVE READ THESE TERMS AND AGREE TO ALL OF THE PROVISIONS CONTAINED
ABOVE.
Last Updated: 10.11.2022