Terms & Conditions

Terms & Conditions

1. AGREEMENT TO TERMS 

These Terms and Conditions constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Xily Ltd. ("Company", “we”, “us”, or “our”), concerning your access to and use of the http://www.rejoy.app website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). We are registered in the United Kingdom and have our registered office at 89-90 Paul Street 3rd floor, London EC2A 4NE. You agree that by accessing the Site, you have read, understood, and agree to be bound by all of these Terms and Conditions

. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS AND CONDITIONS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY. 

Supplemental terms and conditions or documents that may be posted on the Site 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 and Conditions from time to time. We will alert you about any changes by updating the “Last updated” date of these Terms and Conditions, and you waive any right to receive specific notice of each such change. Please ensure that you check the applicable Terms every time you use our Site so that you understand which Terms apply. You will be subject to, and will be deemed to have been made aware of and to  have accepted, the changes in any revised Terms and Conditions by your continueduse of the Site after the date such revised Terms and Conditions are posted.

The information provided on the Site is not intended for distribution to or use by anyperson or entity in any jurisdiction or country where such distribution or use would becontrary to law or regulation or which would subject us to any registrationrequirement within such jurisdiction or country. Accordingly, those persons whochoose to access the Site from other locations do so on their own initiative and aresolely responsible for compliance with local laws, if and to the extent local laws areapplicable.

The Site is not tailored to comply with industry-specific regulations (Health InsurancePortability and Accountability Act (HIPAA), Federal Information Security ManagementAct (FISMA), etc.), so if your interactions would be subjected to such laws, you maynot use this Site. You may not use the Site in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

All users who are minors in the jurisdiction in which they reside (generally under theage of 18) must have the permission of, and be directly supervised by, their parent orguardian to use the Site. If you are a minor, you must have your parent or guardianread and agree to these Terms and Conditions prior to you using the Site.

2. INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Site is our proprietary property and all source code,databases, functionality, software, website designs, audio, video, text, photographs,and graphics on the Site (collectively, the “Content”) and the trademarks, servicemarks, and logos contained therein (the “Marks”) are owned or controlled by us orlicensed to us, and are protected by copyright and trademark laws and various otherintellectual property rights and unfair competition laws of the United States,international copyright laws, and international conventions. The Content and theMarks are provided on the Site “AS IS” for your information and personal use only.Except as expressly provided in these Terms and Conditions, no part of the Site andno Content or Marks may be copied, reproduced,aggregated, republished, uploaded,posted, publicly displayed, encoded,translated, transmitted, distributed, sold,licensed, or otherwise exploitedfor any commercial purpose whatsoever, without ourexpress prior writtenpermission.

Provided that youare eligible to use the Site, you are granted a limited license toaccess anduse the Site and to download or print a copy of any portion of the Contenttowhich you have properly gained access solely for your personal, non-commercialuse. We reserve all rights not expressly granted to you in and to the Site, the Contentand the Marks.

3. USER REPRESENTATIONS

By using the Site, you represent and warrant that: 

(1) you have the legal capacity andyou agree to comply with these Terms and Conditions; (2) you are not aminor in thejurisdiction in which you reside

, or if a minor, you havereceived parental permissionto use the Site; (3) you will not access the Sitethrough automated or non-humanmeans, whether through a bot, script orotherwise; (4) you will not use the Site forany illegal or unauthorizedpurpose; and (5) your use of the Sitewill not violate anyapplicable law or regulation.

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

4. FEES AND PAYMENT

We accept the following forms of payment:

You may be required to purchase or pay a fee to access some of our services. Youagree to provide current, complete, and accurate purchase and account informationfor all purchases made via the Site. You further agree to promptly update accountand payment information, including email address, payment method, and paymentcard expiration date, so that we can complete your transactions and contact you asneeded. We bill you through an online billing account for purchases made via theSite. Sales tax will be added to the price of purchases as deemed required by us. Wemay change prices at any time. All payments shall be in Currency of the app storethrough which the app's subscription has been purchased.

You agree to pay all charges or fees at the prices then in effect for your purchases,and you authorize us to charge your chosen payment provider for any such amountsupon making your purchase. 

If your purchase is subject to recurring charges, thenyou consent to our charging your payment method on a recurring basis withoutrequiring your prior approval for each recurring charge, until you notify us of yourcancellation.

We reserve the right to correct any errors or mistakes inpricing, even if we havealready requested or received payment. We also reservethe right to refuse any orderplaced through the Site.

5. CANCELLATION

All purchases are non-refundable. You can cancel your subscription at any time 

bylogging into your account

. Your cancellation will take effect at the end of the currentpaid term.

If you are unsatisfied with our services, please email us at info@xily.app.

6. SOFTWARE

We may include software for use in connection with our services. If such software isaccompanied by an end user license agreement (“EULA”), the terms of the EULA willgovern your use of the software. If such software is not accompanied by a EULA,then we grant to you a non-exclusive, revocable, personal, and non-transferablelicense to use such software solely in connection with our services and in accordancewith these Terms and Conditions. Any Software and any related documentation isprovided “as is” without warranty of any kind, either express or implied, including,without limitation, the implied warranties of merchantability, fitness for a particularpurpose, or non-infringement. You accept any and all risk arising out of use orperformance of any Software. You may not reproduce or redistribute any softwareexcept in accordance with the EULA or these Terms and Conditions.

7. PROHIBITED ACTIVITIES

You may not access or use the Site for any purpose other than that for which wemake the Site available. The Site may not be used in connection with anycommercial endeavors except those that are specifically endorsed or approved byus.

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

Systematically retrieve data or other content from the Site to create or compile,directly or indirectly, a collection, compilation, database, or directory withoutwritten permission from us.

Trick, defraud, or mislead us and other users, especially in any attempt to learnsensitive account information such as user passwords.

Circumvent, disable, or otherwise interfere with security-related features of theSite, including features that prevent or restrict the use or copying of anyContent or enforce limitations on the use of the Site and/or the Contentcontained therein.

Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.

Use any information obtained from the Site in order to harass, abuse, or harmanother person.

Make improper use of our support services or submit false reports of abuse ormisconduct.

Use the Site in a manner inconsistent with any applicable laws or regulations.

Engage in unauthorized framing of or linking to the Site.

Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses,or other material, including excessive use of capital letters and spamming(continuous posting of repetitive text), that interferes with any party’suninterrupted use and enjoyment of the Site or modifies, impairs, disrupts,alters, or interferes with the use, features, functions, operation, or maintenanceof the Site.

Engage in any automated use of the system, such as using scripts to sendcomments or messages, or using any data mining, robots, or similar datagathering and extraction tools.

Delete the copyright or other proprietary rights notice from any Content.

Attempt to impersonate another user or person or use the username ofanother user.

Upload or transmit (or attempt to upload or to transmit) any material that actsas a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1pixels, web bugs, cookies, or other similar devices (sometimes referred to as“spyware” or “passive collection mechanisms” or “pcms”).

Interfere with, disrupt, or create an undue burden on the Site or the networksor services connected to the Site.

Harass, annoy, intimidate, or threaten any of our employees or agentsengaged in providing any portion of the Site to you.

Attempt to bypass any measures of the Site designed to prevent or restrictaccess to the Site, or any portion of the Site.

Copy or adapt the Site’s software, including but not limited to Flash, PHP,HTML, JavaScript, or other code.

Except as permitted by applicable law, decipher, decompile, disassemble, orreverse engineer any of the software comprising or in any way making up apart of the Site.

Except as may be the result of standard search engine or Internet browserusage, use, launch, develop, or distribute any automated system, includingwithout limitation, any spider, robot, cheat utility, scraper, or offline reader thataccesses the Site, or using or launching any unauthorized script or othersoftware.

Use a buying agent or purchasing agent to make purchases on the Site.

Make any unauthorized use of the Site, including collecting usernames and/oremail addresses of users by electronic or other means for the purpose ofsending unsolicited email, or creating user accounts by automated means orunder false pretenses.

Use the Site as part of any effort to compete with us or otherwise use the Siteand/or the Content for any revenue-generating endeavor or commercialenterprise.

Use the Site to advertise or offer to sell goods and services.

Sell or otherwise transfer your profile.

8. USER GENERATED CONTRIBUTIONS

The Site may invite you to chat, contribute to, or participate in blogs, messageboards, online forums, and other functionality, and may provide you with theopportunity to create, submit, post, display, transmit, perform, publish, distribute, orbroadcast content and materials to us or on the Site, including but not limited to text,writings, video, audio, photographs, graphics, comments, suggestions, or personalinformation or other material (collectively, "Contributions"). Contributions may beviewable by other users of the Site and through third-party websites. As such, anyContributions you transmit may be treated as non-confidential and non-proprietary.When you create or make available any Contributions, you thereby represent andwarrant that:

The creation, distribution, transmission, public display, or performance, and theaccessing, downloading, or copying of your Contributions do not and will notinfringe the proprietary rights, including but not limited to the copyright, patent,trademark, trade secret, or moral rights of any third party.

You are the creator and owner of or have the necessary licenses, rights,consents, releases, and permissions to use and to authorize us, the Site, andother users of the Site to use your Contributions in any manner contemplatedby the Site and these Terms and Conditions.

You have the written consent, release, and/or permission of each and everyidentifiable individual person in your Contributions to use the name or likenessof each and every such identifiable individual person to enable inclusion anduse of your Contributions in any manner contemplated by the Site and theseTerms and Conditions.

Your Contributions are not false, inaccurate, or misleading.

Your Contributions are not unsolicited or unauthorized advertising, promotionalmaterials, pyramid schemes, chain letters, spam, mass mailings, or otherforms of solicitation.

Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing,libelous, slanderous, or otherwise objectionable (as determined by us).

Your Contributions do not ridicule, mock, disparage, intimidate, or abuseanyone.

Your Contributions are not used to harass or threaten (in the legal sense ofthose terms) any other person and to promote violence against a specificperson or class of people.

Your Contributions do not violate any applicable law, regulation, or rule.

Your Contributions do not violate the privacy or publicity rights of any thirdparty.

Your Contributions do not violate any applicable law concerning childpornography, or otherwise intended to protect the health or well-being ofminors.

Your Contributions do not include any offensive comments that are connectedto race, national origin, gender, sexual preference, or physical handicap.

Your Contributions do not otherwise violate, or link to material that violates, anyprovision of these Terms and Conditions, or any applicable law or regulation.

Any use of the Site in violation of the foregoing violates these Terms and Conditionsand may result in, among other things, termination or suspension of your rights touse the Site.

9. CONTRIBUTION LICENSE

By posting yourContributions to any part of the Site, you automatically grant, andyou represent and warrant that you have the right to grant, to us an unrestricted,unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid,worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell,publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display,reformat, translate, transmit, excerpt (in whole or in part), and distribute suchContributions (including, without limitation, your image and voice) for any purpose,commercial, advertising, or otherwise, and to prepare derivative works of, orincorporate into other works, such Contributions, and grant and authorizesublicenses of the foregoing. The use and distribution may occur in any mediaformats and through any media channels.

This license will apply to any form, media, or technology now known or hereafterdeveloped, and includes our use of your name, company name, and franchise name,as applicable, and any of the trademarks, service marks, trade names, logos, andpersonal and commercial images you provide. You waive all moral rights in yourContributions, and you warrant that moral rights have not otherwise been asserted inyour Contributions. 

We do not assert any ownership over your Contributions. You retain full ownership ofall of your Contributions and any intellectual property rights or other proprietary rightsassociated with your Contributions. We are not liable for any statements orrepresentations in your Contributions provided by you in any area on the Site. Youare solely responsible for your Contributions to the Site and you expressly agree toexonerate us from any and all responsibility and to refrain from any legal actionagainst us regarding your Contributions.

We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwisechange any Contributions; (2) to re-categorize any Contributions to place them inmore appropriate locations on the Site; and (3) to pre-screen or delete anyContributions at any time and for any reason, without notice. We have no obligationto monitor your Contributions.

10. MOBILE APPLICATION LICENSE

UseLicense

If you access the Site via a mobile application, then we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the mobile application onwireless electronic devices owned or controlled by you, and to access and use themobile application on such devices strictly in accordance with the terms andconditions of this mobile application license contained in these Terms and Conditions.You shall not: (1) except as permitted by applicable law, decompile, reverse engineer,disassemble, attempt to derivethe source code of, or decrypt the application; (2)make any modification,adaptation, improvement, enhancement, translation, orderivative work from theapplication; (3) violate any applicable laws, rules, orregulations inconnection with your access or use of the application; (4) remove, alter,orobscure any proprietary notice (including any notice of copyright or trademark)posted by us or the licensors of the application; (5) use the application foranyrevenue generating endeavor, commercial enterprise, or other purpose forwhich it isnot designed or intended; (6) make the application available over anetwork or otherenvironment permitting access or use by multiple devices orusers at the same time;(7) use the application for creating a product,service, or software that is, directly orindirectly, competitive with or inany way a substitute for the application; (8) use theapplication to sendautomated queries to any website or to send any unsolicitedcommercial e-mail;or (9) use any proprietary information or any of our interfaces orour otherintellectual property in the design, development, manufacture, licensing, ordistribution of any applications, accessories, or devices for use with theapplication.

Apple and Android Devices

The following terms apply when you use a mobile application obtained from either theApple Store or Google Play (each an “App Distributor”) to access the Site: (1) the license granted to you for our mobile application is limited to a non-transferablelicense to use the application on a device that utilizes the Apple iOS or Androidoperating systems, as applicable, and in accordance with the usage rules set forth inthe applicable App Distributor’s terms of service; (2) we are responsible for providingany maintenance and support services with respect to the mobile application asspecified in the terms and conditions of this mobile application license contained inthese Terms and Conditions or as otherwise required under applicable law, and youacknowledge that each App Distributor has no obligation whatsoever to furnish anymaintenance and support services with respect to the mobile application; (3) in theevent of any failure of the mobile application to conform to any applicable warranty,you may notify the applicable App Distributor, and the App Distributor, in accordancewith its terms and policies, may refund the purchase price, if any, paid for the mobileapplication, and to the maximum extent permitted by applicable law, the AppDistributor will have no other warranty obligation whatsoever with respect to themobile application; (4) you represent and warrant that (i) you are not located in acountry that is subject to a U.S. government embargo, or that has been designatedby the U.S. government as a “terrorist supporting” country and (ii) you are not listedon any U.S. government list of prohibited or restricted parties; (5) you must complywith applicable third-party terms of agreement when using the mobile application,e.g., if you have a VoIP application, then you must not be in violation of their wirelessdata service agreement when using the mobile application; and (6) you acknowledgeand agree that the App Distributors are third-party beneficiaries of the terms andconditions in this mobile application license contained in these Terms and Conditions,and that each App Distributor will have the right (and will be deemed to haveaccepted the right) to enforce the terms and conditions in this mobile applicationlicense contained in these Terms and Conditions against you as a third-partybeneficiary thereof.

11. SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas,feedback, or other information regarding the Site ("Submissions") provided by you tous are non-confidential and shall become our sole property. We shall own exclusiverights, including all intellectual property rights, and shall be entitled to the unrestricteduse and dissemination of these Submissions for any lawful purpose, commercial orotherwise, without acknowledgment or compensation to you. You hereby waive allmoral rights to any such Submissions, and you hereby warrant that any suchSubmissions are original with you or that you have the right to submit suchSubmissions. You agree there shall be no recourse against us for any alleged oractual infringement or misappropriation of any proprietary right in your Submissions.

12. U.S. GOVERNMENT RIGHTS

Our services are “commercial items” as defined in Federal Acquisition Regulation(“FAR”) 2.101. If our services are acquired by or on behalf of any agency not withinthe Department of Defense (“DOD”), our services are subject to the terms of theseTerms and Conditions in accordance with FAR 12.212 (for computer software) andFAR 12.211 (for technical data). If our services are acquired by or on behalf of anyagency within the Department of Defense, our services are subject to the terms ofthese Terms and Conditions in accordance with Defense Federal AcquisitionRegulation (“DFARS”) 227.7202-3. In addition, DFARS 252.227-7015 applies totechnical data acquired by the DOD. This U.S. Government Rights clause is in lieuof, and supersedes, any other FAR, DFARS, or other clause or provision thataddresses government rights in computer software or technical data under theseTerms and Conditions.

13. SITE MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Site for violations ofthese Terms and Conditions; (2) take appropriate legal action against anyone who, inour sole discretion, violates the law or these Terms and Conditions, including withoutlimitation, reporting such user to law enforcement authorities; (3) in our solediscretion and without limitation, refuse, restrict access to, limit theavailability of, ordisable (to the extent technologically feasible) any ofyour Contributions or anyportion thereof; (4) in our sole discretion andwithout limitation, notice, or liability, toremove from the Site or otherwisedisable all files and content that are excessive insize or are in any wayburdensome to our systems; and (5) otherwise manage theSite in a mannerdesigned to protect our rights and property and to facilitate theproperfunctioning of the Site.

14. COPYRIGHT INFRINGEMENTS

We respect the intellectual property rights of others. If you believe that any materialavailable on or through the Site infringes upon any copyright you own or control,please immediately notify us using the contact information provided below (a“Notification”). A copy of your Notification will be sent to the person who posted orstored the material addressed in the Notification. Please be advised that pursuant toapplicable law you may be held liable for damages if you make materialmisrepresentations in a Notification. Thus, if you are not sure that material located onor linked to by the Site infringes your copyright, you should consider first contactingan attorney.

15. TERM ANDTERMINATION

These Terms and Conditions shall remain in full force and effect while you use theSite. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS ANDCONDITIONS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION ANDWITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE(INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANYREASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FORBREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINEDIN THESE TERMS AND CONDITIONS OR OF ANY APPLICABLE LAW ORREGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THESITE OR DELETE 

ANY CONTENT OR INFORMATION THAT YOU POSTED ATANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminateor suspend your account for any reason, you are prohibited fromregistering andcreating a new account under your name, a fake or borrowed name,or the name ofany third party, even if you may be acting on behalf of the third party.Inaddition to terminating or suspending your account, we reserve the right totakeappropriate legal action, including without limitation pursuing civil,criminal, andinjunctive redress.

16. MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Site at anytime or for any reason at our sole discretion without notice. However, we have noobligation to update any information on our Site. We also reserve the right to modifyor discontinue all or part of the Site without notice at any time. We will not be liable toyou or any third party for any modification, price change, suspension, ordiscontinuance of the Site.

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

17. GOVERNING LAW

These conditions are governed by and interpreted following the laws of the UnitedKingdom, and the use of the United Nations Convention of Contracts for theInternational Sale of Goods is expressly excluded. If your habitual residence is in theEU, and you are a consumer, you additionally possess the protection provided to youby obligatory provisions of the law of your country of residence. Xily Ltd. and yourselfboth agree to submit to the non-exclusive jurisdiction of the courts of __________,which means that you may make a claim to defend your consumer protection rightsin regards to these Conditions of Use in the United Kingdom, or in the EU country inwhich you reside.

18. DISPUTE RESOLUTION

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claimrelated to these Terms and Conditions (each "Dispute" and collectively, the“Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except thoseDisputes expressly provided below) informally for at least __________ days beforeinitiating arbitration. Such informal negotiations commence upon written notice fromone Party to the other Party.

Binding Arbitration

Any dispute arising out of or in connection with this contract, including any questionregarding its existence, validity, or termination, shall be referred to and finallyresolved by the International Commercial Arbitration Court under the EuropeanArbitration Chamber (Belgium, Brussels, Avenue Louise, 146) according to the Rulesof this ICAC, which, as a result of referring to it, is considered as the part of thisclause. The number of arbitrators shall be __________. The seat, or legal place, ofarbitration shall be __________. The language to be used in the arbitral proceedingsshall be __________. The governing law of the contract shall be the substantive lawof __________.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between theParties individually. To the full extent permitted by law, (a) no arbitration shall bejoined with any other proceeding; (b) there is no right or authority for any Dispute tobe arbitrated on a class-action basis or to utilize class action procedures; and (c)there is no right or authority for any Dispute to be brought in a purportedrepresentative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisionsconcerning informal negotiations and binding arbitration: (a) any Disputes seeking toenforce or protect, or concerning the validity of, any of the intellectual property rightsof a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy,invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If thisprovision is found to be illegal or unenforceable, then neither Party will elect toarbitrate any Dispute falling within that portion of this provision found to be illegal orunenforceable and such Dispute shall be decided by a court of competent jurisdictionwithin the courts listed for jurisdiction above, and the Parties agree to submit to thepersonal jurisdiction of that court.

19. CORRECTIONS

There may be information on the Site that contains typographical errors,inaccuracies, or omissions, including descriptions, pricing, availability, and variousother information. We reserve the right to correct any errors, inaccuracies, oromissions and to change or update the information on the Site at any time, withoutprior notice.

20. DISCLAIMER

THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREETHAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLERISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALLWARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE ANDYOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIEDWARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES ORREPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THESITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITEAND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1)ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2)PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER,RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANYUNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/ORANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATIONSTORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OFTRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJANHORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THESITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANYCONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KINDINCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED,TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOTWARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANYPRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTYTHROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING,AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FORMONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTYPROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF APRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT,YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHEREAPPROPRIATE.

21. LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BELIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT,CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVEDAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OROTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVEBEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING 

ANYTHING TO THE CONTRARY CONTAINED HEREIN,OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESSOF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THEAMOUNT PAID, IF ANY, BY YOU TO US DURING THE TWO (2) MONTH PERIODPRIOR TO ANY CAUSE OF ACTION ARISING. 

CERTAIN US STATE LAWS ANDINTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIEDWARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IFTHESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS ORLIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONALRIGHTS.

22. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries,affiliates, and all of our respective officers, agents, partners, and employees, fromand against any loss, damage, liability, claim, or demand, including reasonableattorneys’ fees and expenses, made by any third party due to or arising out of: (1)your Contributions; (2) use of the Site; (3) breach of these Terms and Conditions; (4)any breach of your representations and warranties set forth in these Terms andConditions; (5) your violation of the rights of a third party, including but not limited tointellectual property rights; or (6) any overt harmful act toward any other user of theSite with whom you connected via the Site. Notwithstanding the foregoing, wereserve the right, at your expense, to assume the exclusive defense and control ofany matter for which you are required to indemnify us, and you agree to cooperate, atyour expense, with our defense of such claims. We will use reasonable efforts tonotify you of any such claim, action, or proceeding which is subject to thisindemnification upon becoming aware of it.

23. USER DATA

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

24. ELECTRONIC COMMUNICATIONS, TRANSACTIONS,AND SIGNATURES

Visiting the Site, sending us emails, and completing online forms constitute electroniccommunications. You consent to receive electronic communications, and you agreethat all agreements, notices, disclosures, and other communications we provide toyou electronically, via email and on the Site, satisfy any legal requirement that suchcommunication be in writing. YOU HEREBY AGREE TO THE USE OFELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS,AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OFTRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. Youhereby waive any rights or requirements under any statutes, regulations, rules,ordinances, or other laws in any jurisdiction which require an original signature ordelivery or retention of non-electronic records, or to payments or the granting ofcredits by any means other than electronic means.

25. CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the ComplaintAssistance Unit of the Division of Consumer Services of the California Department ofConsumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento,California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

26. MISCELLANEOUS

These Terms and Conditions and any policies or operating rules posted by us on theSite or in respect to the Site constitute the entire agreement and understandingbetween you and us. Our failure to exercise or enforce any right or provision of theseTerms and Conditions shall not operate as a waiver of such right or provision. TheseTerms and Conditions operate to the fullest extent permissible by law. We may assignany or all of our rights and obligations to others at any time. We shall not beresponsible or liable for any loss, damage, delay, or failure to act caused by anycause beyond our reasonable control. If any provision or part of a provision of theseTerms and Conditions is determined to be unlawful, void, or unenforceable, thatprovision or part of the provision is deemed severable from these Terms andConditions and does not affect the validity and enforceability of any remainingprovisions. There is no joint venture, partnership, employment or agency relationshipcreated between you and us as a result of these Terms and Conditions or use of theSite. You agree that these Terms and Conditions will not be construed against us byvirtue of having drafted them. You hereby waive any and all defenses you may havebased on the electronic form of these Terms and Conditions and the lack of signingby the parties hereto to execute these Terms and Conditions.

27. CONTACT US

In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at:

Xily Ltd.

89-90 Paul Street 3rd floor

London EC2A 4NE

United Kingdom

info@rejoy.app

1. AGREEMENT TO TERMS 

These Terms and Conditions constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Xily Ltd. ("Company", “we”, “us”, or “our”), concerning your access to and use of the http://www.rejoy.app website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). We are registered in the United Kingdom and have our registered office at 89-90 Paul Street 3rd floor, London EC2A 4NE. You agree that by accessing the Site, you have read, understood, and agree to be bound by all of these Terms and Conditions

. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS AND CONDITIONS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY. 

Supplemental terms and conditions or documents that may be posted on the Site 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 and Conditions from time to time. We will alert you about any changes by updating the “Last updated” date of these Terms and Conditions, and you waive any right to receive specific notice of each such change. Please ensure that you check the applicable Terms every time you use our Site so that you understand which Terms apply. You will be subject to, and will be deemed to have been made aware of and to  have accepted, the changes in any revised Terms and Conditions by your continueduse of the Site after the date such revised Terms and Conditions are posted.

The information provided on the Site is not intended for distribution to or use by anyperson or entity in any jurisdiction or country where such distribution or use would becontrary to law or regulation or which would subject us to any registrationrequirement within such jurisdiction or country. Accordingly, those persons whochoose to access the Site from other locations do so on their own initiative and aresolely responsible for compliance with local laws, if and to the extent local laws areapplicable.

The Site is not tailored to comply with industry-specific regulations (Health InsurancePortability and Accountability Act (HIPAA), Federal Information Security ManagementAct (FISMA), etc.), so if your interactions would be subjected to such laws, you maynot use this Site. You may not use the Site in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

All users who are minors in the jurisdiction in which they reside (generally under theage of 18) must have the permission of, and be directly supervised by, their parent orguardian to use the Site. If you are a minor, you must have your parent or guardianread and agree to these Terms and Conditions prior to you using the Site.

2. INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Site is our proprietary property and all source code,databases, functionality, software, website designs, audio, video, text, photographs,and graphics on the Site (collectively, the “Content”) and the trademarks, servicemarks, and logos contained therein (the “Marks”) are owned or controlled by us orlicensed to us, and are protected by copyright and trademark laws and various otherintellectual property rights and unfair competition laws of the United States,international copyright laws, and international conventions. The Content and theMarks are provided on the Site “AS IS” for your information and personal use only.Except as expressly provided in these Terms and Conditions, no part of the Site andno Content or Marks may be copied, reproduced,aggregated, republished, uploaded,posted, publicly displayed, encoded,translated, transmitted, distributed, sold,licensed, or otherwise exploitedfor any commercial purpose whatsoever, without ourexpress prior writtenpermission.

Provided that youare eligible to use the Site, you are granted a limited license toaccess anduse the Site and to download or print a copy of any portion of the Contenttowhich you have properly gained access solely for your personal, non-commercialuse. We reserve all rights not expressly granted to you in and to the Site, the Contentand the Marks.

3. USER REPRESENTATIONS

By using the Site, you represent and warrant that: 

(1) you have the legal capacity andyou agree to comply with these Terms and Conditions; (2) you are not aminor in thejurisdiction in which you reside

, or if a minor, you havereceived parental permissionto use the Site; (3) you will not access the Sitethrough automated or non-humanmeans, whether through a bot, script orotherwise; (4) you will not use the Site forany illegal or unauthorizedpurpose; and (5) your use of the Sitewill not violate anyapplicable law or regulation.

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

4. FEES AND PAYMENT

We accept the following forms of payment:

You may be required to purchase or pay a fee to access some of our services. Youagree to provide current, complete, and accurate purchase and account informationfor all purchases made via the Site. You further agree to promptly update accountand payment information, including email address, payment method, and paymentcard expiration date, so that we can complete your transactions and contact you asneeded. We bill you through an online billing account for purchases made via theSite. Sales tax will be added to the price of purchases as deemed required by us. Wemay change prices at any time. All payments shall be in Currency of the app storethrough which the app's subscription has been purchased.

You agree to pay all charges or fees at the prices then in effect for your purchases,and you authorize us to charge your chosen payment provider for any such amountsupon making your purchase. 

If your purchase is subject to recurring charges, thenyou consent to our charging your payment method on a recurring basis withoutrequiring your prior approval for each recurring charge, until you notify us of yourcancellation.

We reserve the right to correct any errors or mistakes inpricing, even if we havealready requested or received payment. We also reservethe right to refuse any orderplaced through the Site.

5. CANCELLATION

All purchases are non-refundable. You can cancel your subscription at any time 

bylogging into your account

. Your cancellation will take effect at the end of the currentpaid term.

If you are unsatisfied with our services, please email us at info@xily.app.

6. SOFTWARE

We may include software for use in connection with our services. If such software isaccompanied by an end user license agreement (“EULA”), the terms of the EULA willgovern your use of the software. If such software is not accompanied by a EULA,then we grant to you a non-exclusive, revocable, personal, and non-transferablelicense to use such software solely in connection with our services and in accordancewith these Terms and Conditions. Any Software and any related documentation isprovided “as is” without warranty of any kind, either express or implied, including,without limitation, the implied warranties of merchantability, fitness for a particularpurpose, or non-infringement. You accept any and all risk arising out of use orperformance of any Software. You may not reproduce or redistribute any softwareexcept in accordance with the EULA or these Terms and Conditions.

7. PROHIBITED ACTIVITIES

You may not access or use the Site for any purpose other than that for which wemake the Site available. The Site may not be used in connection with anycommercial endeavors except those that are specifically endorsed or approved byus.

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

Systematically retrieve data or other content from the Site to create or compile,directly or indirectly, a collection, compilation, database, or directory withoutwritten permission from us.

Trick, defraud, or mislead us and other users, especially in any attempt to learnsensitive account information such as user passwords.

Circumvent, disable, or otherwise interfere with security-related features of theSite, including features that prevent or restrict the use or copying of anyContent or enforce limitations on the use of the Site and/or the Contentcontained therein.

Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.

Use any information obtained from the Site in order to harass, abuse, or harmanother person.

Make improper use of our support services or submit false reports of abuse ormisconduct.

Use the Site in a manner inconsistent with any applicable laws or regulations.

Engage in unauthorized framing of or linking to the Site.

Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses,or other material, including excessive use of capital letters and spamming(continuous posting of repetitive text), that interferes with any party’suninterrupted use and enjoyment of the Site or modifies, impairs, disrupts,alters, or interferes with the use, features, functions, operation, or maintenanceof the Site.

Engage in any automated use of the system, such as using scripts to sendcomments or messages, or using any data mining, robots, or similar datagathering and extraction tools.

Delete the copyright or other proprietary rights notice from any Content.

Attempt to impersonate another user or person or use the username ofanother user.

Upload or transmit (or attempt to upload or to transmit) any material that actsas a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1pixels, web bugs, cookies, or other similar devices (sometimes referred to as“spyware” or “passive collection mechanisms” or “pcms”).

Interfere with, disrupt, or create an undue burden on the Site or the networksor services connected to the Site.

Harass, annoy, intimidate, or threaten any of our employees or agentsengaged in providing any portion of the Site to you.

Attempt to bypass any measures of the Site designed to prevent or restrictaccess to the Site, or any portion of the Site.

Copy or adapt the Site’s software, including but not limited to Flash, PHP,HTML, JavaScript, or other code.

Except as permitted by applicable law, decipher, decompile, disassemble, orreverse engineer any of the software comprising or in any way making up apart of the Site.

Except as may be the result of standard search engine or Internet browserusage, use, launch, develop, or distribute any automated system, includingwithout limitation, any spider, robot, cheat utility, scraper, or offline reader thataccesses the Site, or using or launching any unauthorized script or othersoftware.

Use a buying agent or purchasing agent to make purchases on the Site.

Make any unauthorized use of the Site, including collecting usernames and/oremail addresses of users by electronic or other means for the purpose ofsending unsolicited email, or creating user accounts by automated means orunder false pretenses.

Use the Site as part of any effort to compete with us or otherwise use the Siteand/or the Content for any revenue-generating endeavor or commercialenterprise.

Use the Site to advertise or offer to sell goods and services.

Sell or otherwise transfer your profile.

8. USER GENERATED CONTRIBUTIONS

The Site may invite you to chat, contribute to, or participate in blogs, messageboards, online forums, and other functionality, and may provide you with theopportunity to create, submit, post, display, transmit, perform, publish, distribute, orbroadcast content and materials to us or on the Site, including but not limited to text,writings, video, audio, photographs, graphics, comments, suggestions, or personalinformation or other material (collectively, "Contributions"). Contributions may beviewable by other users of the Site and through third-party websites. As such, anyContributions you transmit may be treated as non-confidential and non-proprietary.When you create or make available any Contributions, you thereby represent andwarrant that:

The creation, distribution, transmission, public display, or performance, and theaccessing, downloading, or copying of your Contributions do not and will notinfringe the proprietary rights, including but not limited to the copyright, patent,trademark, trade secret, or moral rights of any third party.

You are the creator and owner of or have the necessary licenses, rights,consents, releases, and permissions to use and to authorize us, the Site, andother users of the Site to use your Contributions in any manner contemplatedby the Site and these Terms and Conditions.

You have the written consent, release, and/or permission of each and everyidentifiable individual person in your Contributions to use the name or likenessof each and every such identifiable individual person to enable inclusion anduse of your Contributions in any manner contemplated by the Site and theseTerms and Conditions.

Your Contributions are not false, inaccurate, or misleading.

Your Contributions are not unsolicited or unauthorized advertising, promotionalmaterials, pyramid schemes, chain letters, spam, mass mailings, or otherforms of solicitation.

Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing,libelous, slanderous, or otherwise objectionable (as determined by us).

Your Contributions do not ridicule, mock, disparage, intimidate, or abuseanyone.

Your Contributions are not used to harass or threaten (in the legal sense ofthose terms) any other person and to promote violence against a specificperson or class of people.

Your Contributions do not violate any applicable law, regulation, or rule.

Your Contributions do not violate the privacy or publicity rights of any thirdparty.

Your Contributions do not violate any applicable law concerning childpornography, or otherwise intended to protect the health or well-being ofminors.

Your Contributions do not include any offensive comments that are connectedto race, national origin, gender, sexual preference, or physical handicap.

Your Contributions do not otherwise violate, or link to material that violates, anyprovision of these Terms and Conditions, or any applicable law or regulation.

Any use of the Site in violation of the foregoing violates these Terms and Conditionsand may result in, among other things, termination or suspension of your rights touse the Site.

9. CONTRIBUTION LICENSE

By posting yourContributions to any part of the Site, you automatically grant, andyou represent and warrant that you have the right to grant, to us an unrestricted,unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid,worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell,publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display,reformat, translate, transmit, excerpt (in whole or in part), and distribute suchContributions (including, without limitation, your image and voice) for any purpose,commercial, advertising, or otherwise, and to prepare derivative works of, orincorporate into other works, such Contributions, and grant and authorizesublicenses of the foregoing. The use and distribution may occur in any mediaformats and through any media channels.

This license will apply to any form, media, or technology now known or hereafterdeveloped, and includes our use of your name, company name, and franchise name,as applicable, and any of the trademarks, service marks, trade names, logos, andpersonal and commercial images you provide. You waive all moral rights in yourContributions, and you warrant that moral rights have not otherwise been asserted inyour Contributions. 

We do not assert any ownership over your Contributions. You retain full ownership ofall of your Contributions and any intellectual property rights or other proprietary rightsassociated with your Contributions. We are not liable for any statements orrepresentations in your Contributions provided by you in any area on the Site. Youare solely responsible for your Contributions to the Site and you expressly agree toexonerate us from any and all responsibility and to refrain from any legal actionagainst us regarding your Contributions.

We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwisechange any Contributions; (2) to re-categorize any Contributions to place them inmore appropriate locations on the Site; and (3) to pre-screen or delete anyContributions at any time and for any reason, without notice. We have no obligationto monitor your Contributions.

10. MOBILE APPLICATION LICENSE

UseLicense

If you access the Site via a mobile application, then we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the mobile application onwireless electronic devices owned or controlled by you, and to access and use themobile application on such devices strictly in accordance with the terms andconditions of this mobile application license contained in these Terms and Conditions.You shall not: (1) except as permitted by applicable law, decompile, reverse engineer,disassemble, attempt to derivethe source code of, or decrypt the application; (2)make any modification,adaptation, improvement, enhancement, translation, orderivative work from theapplication; (3) violate any applicable laws, rules, orregulations inconnection with your access or use of the application; (4) remove, alter,orobscure any proprietary notice (including any notice of copyright or trademark)posted by us or the licensors of the application; (5) use the application foranyrevenue generating endeavor, commercial enterprise, or other purpose forwhich it isnot designed or intended; (6) make the application available over anetwork or otherenvironment permitting access or use by multiple devices orusers at the same time;(7) use the application for creating a product,service, or software that is, directly orindirectly, competitive with or inany way a substitute for the application; (8) use theapplication to sendautomated queries to any website or to send any unsolicitedcommercial e-mail;or (9) use any proprietary information or any of our interfaces orour otherintellectual property in the design, development, manufacture, licensing, ordistribution of any applications, accessories, or devices for use with theapplication.

Apple and Android Devices

The following terms apply when you use a mobile application obtained from either theApple Store or Google Play (each an “App Distributor”) to access the Site: (1) the license granted to you for our mobile application is limited to a non-transferablelicense to use the application on a device that utilizes the Apple iOS or Androidoperating systems, as applicable, and in accordance with the usage rules set forth inthe applicable App Distributor’s terms of service; (2) we are responsible for providingany maintenance and support services with respect to the mobile application asspecified in the terms and conditions of this mobile application license contained inthese Terms and Conditions or as otherwise required under applicable law, and youacknowledge that each App Distributor has no obligation whatsoever to furnish anymaintenance and support services with respect to the mobile application; (3) in theevent of any failure of the mobile application to conform to any applicable warranty,you may notify the applicable App Distributor, and the App Distributor, in accordancewith its terms and policies, may refund the purchase price, if any, paid for the mobileapplication, and to the maximum extent permitted by applicable law, the AppDistributor will have no other warranty obligation whatsoever with respect to themobile application; (4) you represent and warrant that (i) you are not located in acountry that is subject to a U.S. government embargo, or that has been designatedby the U.S. government as a “terrorist supporting” country and (ii) you are not listedon any U.S. government list of prohibited or restricted parties; (5) you must complywith applicable third-party terms of agreement when using the mobile application,e.g., if you have a VoIP application, then you must not be in violation of their wirelessdata service agreement when using the mobile application; and (6) you acknowledgeand agree that the App Distributors are third-party beneficiaries of the terms andconditions in this mobile application license contained in these Terms and Conditions,and that each App Distributor will have the right (and will be deemed to haveaccepted the right) to enforce the terms and conditions in this mobile applicationlicense contained in these Terms and Conditions against you as a third-partybeneficiary thereof.

11. SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas,feedback, or other information regarding the Site ("Submissions") provided by you tous are non-confidential and shall become our sole property. We shall own exclusiverights, including all intellectual property rights, and shall be entitled to the unrestricteduse and dissemination of these Submissions for any lawful purpose, commercial orotherwise, without acknowledgment or compensation to you. You hereby waive allmoral rights to any such Submissions, and you hereby warrant that any suchSubmissions are original with you or that you have the right to submit suchSubmissions. You agree there shall be no recourse against us for any alleged oractual infringement or misappropriation of any proprietary right in your Submissions.

12. U.S. GOVERNMENT RIGHTS

Our services are “commercial items” as defined in Federal Acquisition Regulation(“FAR”) 2.101. If our services are acquired by or on behalf of any agency not withinthe Department of Defense (“DOD”), our services are subject to the terms of theseTerms and Conditions in accordance with FAR 12.212 (for computer software) andFAR 12.211 (for technical data). If our services are acquired by or on behalf of anyagency within the Department of Defense, our services are subject to the terms ofthese Terms and Conditions in accordance with Defense Federal AcquisitionRegulation (“DFARS”) 227.7202-3. In addition, DFARS 252.227-7015 applies totechnical data acquired by the DOD. This U.S. Government Rights clause is in lieuof, and supersedes, any other FAR, DFARS, or other clause or provision thataddresses government rights in computer software or technical data under theseTerms and Conditions.

13. SITE MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Site for violations ofthese Terms and Conditions; (2) take appropriate legal action against anyone who, inour sole discretion, violates the law or these Terms and Conditions, including withoutlimitation, reporting such user to law enforcement authorities; (3) in our solediscretion and without limitation, refuse, restrict access to, limit theavailability of, ordisable (to the extent technologically feasible) any ofyour Contributions or anyportion thereof; (4) in our sole discretion andwithout limitation, notice, or liability, toremove from the Site or otherwisedisable all files and content that are excessive insize or are in any wayburdensome to our systems; and (5) otherwise manage theSite in a mannerdesigned to protect our rights and property and to facilitate theproperfunctioning of the Site.

14. COPYRIGHT INFRINGEMENTS

We respect the intellectual property rights of others. If you believe that any materialavailable on or through the Site infringes upon any copyright you own or control,please immediately notify us using the contact information provided below (a“Notification”). A copy of your Notification will be sent to the person who posted orstored the material addressed in the Notification. Please be advised that pursuant toapplicable law you may be held liable for damages if you make materialmisrepresentations in a Notification. Thus, if you are not sure that material located onor linked to by the Site infringes your copyright, you should consider first contactingan attorney.

15. TERM ANDTERMINATION

These Terms and Conditions shall remain in full force and effect while you use theSite. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS ANDCONDITIONS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION ANDWITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE(INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANYREASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FORBREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINEDIN THESE TERMS AND CONDITIONS OR OF ANY APPLICABLE LAW ORREGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THESITE OR DELETE 

ANY CONTENT OR INFORMATION THAT YOU POSTED ATANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminateor suspend your account for any reason, you are prohibited fromregistering andcreating a new account under your name, a fake or borrowed name,or the name ofany third party, even if you may be acting on behalf of the third party.Inaddition to terminating or suspending your account, we reserve the right totakeappropriate legal action, including without limitation pursuing civil,criminal, andinjunctive redress.

16. MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Site at anytime or for any reason at our sole discretion without notice. However, we have noobligation to update any information on our Site. We also reserve the right to modifyor discontinue all or part of the Site without notice at any time. We will not be liable toyou or any third party for any modification, price change, suspension, ordiscontinuance of the Site.

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

17. GOVERNING LAW

These conditions are governed by and interpreted following the laws of the UnitedKingdom, and the use of the United Nations Convention of Contracts for theInternational Sale of Goods is expressly excluded. If your habitual residence is in theEU, and you are a consumer, you additionally possess the protection provided to youby obligatory provisions of the law of your country of residence. Xily Ltd. and yourselfboth agree to submit to the non-exclusive jurisdiction of the courts of __________,which means that you may make a claim to defend your consumer protection rightsin regards to these Conditions of Use in the United Kingdom, or in the EU country inwhich you reside.

18. DISPUTE RESOLUTION

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claimrelated to these Terms and Conditions (each "Dispute" and collectively, the“Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except thoseDisputes expressly provided below) informally for at least __________ days beforeinitiating arbitration. Such informal negotiations commence upon written notice fromone Party to the other Party.

Binding Arbitration

Any dispute arising out of or in connection with this contract, including any questionregarding its existence, validity, or termination, shall be referred to and finallyresolved by the International Commercial Arbitration Court under the EuropeanArbitration Chamber (Belgium, Brussels, Avenue Louise, 146) according to the Rulesof this ICAC, which, as a result of referring to it, is considered as the part of thisclause. The number of arbitrators shall be __________. The seat, or legal place, ofarbitration shall be __________. The language to be used in the arbitral proceedingsshall be __________. The governing law of the contract shall be the substantive lawof __________.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between theParties individually. To the full extent permitted by law, (a) no arbitration shall bejoined with any other proceeding; (b) there is no right or authority for any Dispute tobe arbitrated on a class-action basis or to utilize class action procedures; and (c)there is no right or authority for any Dispute to be brought in a purportedrepresentative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisionsconcerning informal negotiations and binding arbitration: (a) any Disputes seeking toenforce or protect, or concerning the validity of, any of the intellectual property rightsof a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy,invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If thisprovision is found to be illegal or unenforceable, then neither Party will elect toarbitrate any Dispute falling within that portion of this provision found to be illegal orunenforceable and such Dispute shall be decided by a court of competent jurisdictionwithin the courts listed for jurisdiction above, and the Parties agree to submit to thepersonal jurisdiction of that court.

19. CORRECTIONS

There may be information on the Site that contains typographical errors,inaccuracies, or omissions, including descriptions, pricing, availability, and variousother information. We reserve the right to correct any errors, inaccuracies, oromissions and to change or update the information on the Site at any time, withoutprior notice.

20. DISCLAIMER

THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREETHAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLERISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALLWARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE ANDYOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIEDWARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES ORREPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THESITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITEAND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1)ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2)PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER,RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANYUNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/ORANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATIONSTORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OFTRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJANHORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THESITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANYCONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KINDINCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED,TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOTWARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANYPRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTYTHROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING,AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FORMONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTYPROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF APRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT,YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHEREAPPROPRIATE.

21. LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BELIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT,CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVEDAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OROTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVEBEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING 

ANYTHING TO THE CONTRARY CONTAINED HEREIN,OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESSOF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THEAMOUNT PAID, IF ANY, BY YOU TO US DURING THE TWO (2) MONTH PERIODPRIOR TO ANY CAUSE OF ACTION ARISING. 

CERTAIN US STATE LAWS ANDINTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIEDWARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IFTHESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS ORLIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONALRIGHTS.

22. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries,affiliates, and all of our respective officers, agents, partners, and employees, fromand against any loss, damage, liability, claim, or demand, including reasonableattorneys’ fees and expenses, made by any third party due to or arising out of: (1)your Contributions; (2) use of the Site; (3) breach of these Terms and Conditions; (4)any breach of your representations and warranties set forth in these Terms andConditions; (5) your violation of the rights of a third party, including but not limited tointellectual property rights; or (6) any overt harmful act toward any other user of theSite with whom you connected via the Site. Notwithstanding the foregoing, wereserve the right, at your expense, to assume the exclusive defense and control ofany matter for which you are required to indemnify us, and you agree to cooperate, atyour expense, with our defense of such claims. We will use reasonable efforts tonotify you of any such claim, action, or proceeding which is subject to thisindemnification upon becoming aware of it.

23. USER DATA

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

24. ELECTRONIC COMMUNICATIONS, TRANSACTIONS,AND SIGNATURES

Visiting the Site, sending us emails, and completing online forms constitute electroniccommunications. You consent to receive electronic communications, and you agreethat all agreements, notices, disclosures, and other communications we provide toyou electronically, via email and on the Site, satisfy any legal requirement that suchcommunication be in writing. YOU HEREBY AGREE TO THE USE OFELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS,AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OFTRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. Youhereby waive any rights or requirements under any statutes, regulations, rules,ordinances, or other laws in any jurisdiction which require an original signature ordelivery or retention of non-electronic records, or to payments or the granting ofcredits by any means other than electronic means.

25. CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the ComplaintAssistance Unit of the Division of Consumer Services of the California Department ofConsumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento,California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

26. MISCELLANEOUS

These Terms and Conditions and any policies or operating rules posted by us on theSite or in respect to the Site constitute the entire agreement and understandingbetween you and us. Our failure to exercise or enforce any right or provision of theseTerms and Conditions shall not operate as a waiver of such right or provision. TheseTerms and Conditions operate to the fullest extent permissible by law. We may assignany or all of our rights and obligations to others at any time. We shall not beresponsible or liable for any loss, damage, delay, or failure to act caused by anycause beyond our reasonable control. If any provision or part of a provision of theseTerms and Conditions is determined to be unlawful, void, or unenforceable, thatprovision or part of the provision is deemed severable from these Terms andConditions and does not affect the validity and enforceability of any remainingprovisions. There is no joint venture, partnership, employment or agency relationshipcreated between you and us as a result of these Terms and Conditions or use of theSite. You agree that these Terms and Conditions will not be construed against us byvirtue of having drafted them. You hereby waive any and all defenses you may havebased on the electronic form of these Terms and Conditions and the lack of signingby the parties hereto to execute these Terms and Conditions.

27. CONTACT US

In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at:

Xily Ltd.

89-90 Paul Street 3rd floor

London EC2A 4NE

United Kingdom

info@rejoy.app