SERPZILLA LTD SERVICE TERMS & CONDITIONS

PLEASE READ THIS OPTIMIZER / PUBLISHER/ AFFILIATE AGREEMENT ("AGREEMENT") CAREFULLY BEFORE USING THE SERVICES OFFERED BY SERPZILLA LIMITED ("SERPZILLA"). BY CLICKING ON THE "I ACCEPT" BUTTON, YOU AGREE TO BECOME BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK ON THE "CANCEL" BUTTON AND YOU WILL NOT HAVE ANY RIGHT TO USE THE SERVICES OFFERED BY SERPZILLA. SERPZILLA'S ACCEPTANCE IS CONDITIONAL UPON YOUR AGREEMENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS.

The following terms and conditions apply to businesses and individuals who subscribe to the Serpzilla Service. Only registered subscribers may use the Serpzilla Service.

1. 1. DEFINITIONS
1. 1.1 In these terms and conditions:

   "Account" means the Customer account for use of the Service.

   "Information materials" means an Information materials (consisting of text, links, images and any other information or materials) submitted by an Optimizer for publication on the websites of Publishers for the purpose of increasing the Citation level of the Optimizer’ Internet resource via the Service.

   "Optimizer" means a Customer who uses the Service to publish Information materials on the websites of Publishers and/or the Internet resource Citation promotion and/or other services provided through the System.

   "Agreement" means these terms and conditions, terms and conditions published on https://serpzilla.com/ and any other documents expressly incorporated by reference into these terms and conditions or any other documents published on https://serpzilla.com/

   "Charge" means the charge payable by an Optimizer for provision of the Service.

   "Citation" means the mention frequency index for the Internet resource serving for its accounting by automatic systems. In this respect traffic attraction and/or user clicks (including those through the Links) are not provided and thus the System does not control and rate possible clicks to Web resources through the Links.

   "Commission" means the fee payable by us to an Affiliate.

   "Compensation" means the fee payable by us to a Publisher.

   "Content" means the Information materials and any other information provided to us by an Optimize in connection with their business (including but not limited contact details , hypertext link’s text, any images etc.) to be published on a Publisher's website and/or Internet resource Citation promotion and/or providing other services through the System.

   "Customer" means a registered user of the Service, who may act as an Optimizer and/or a Publisher from time to time, and/or who may choose to participate in the Affiliate Program.

   "Database” means the database of Information materials and Publishers' details maintained by us in order to provide the Service, through which Optimizer make Publication Requests and Publishers select Information materials which they wish to publish.

   "Intellectual Property Rights" means all intellectual property rights and rights of a similar nature in any part of the world whether registered or not, including but not limited to copyright, trademarks, service marks, registered designs, design rights, database rights, patents, utility models, inventions, trade secrets and other confidential information, data, know-how, business or trade names and domain names, and including the right to apply for and to sue for past infringements of any of the foregoing rights.

   "Internet resource" means internet website operated by Optimizer including all sub-domains.

   "Malware" means viruses, worms, Trojans or other malicious or harmful computer code.

   "Affiliate" means a Customer who promotes the Service pursuant to an Affiliate Program.

   "Affiliate Program" means the arrangement concluded between Affiliate and Serpzilla.

   "Publication Request" means a request to publish an Information materials on a Publisher's website via the Service.

   "Publisher" means a Customer who publishes Information materials on its website.

   "Customer" means a Customer referred to the Service by an Affiliate.

   "Representatives" means any of our officers, employees, partners, affiliates, suppliers, successors and assigns, agents or representatives

   "Service" means the software, the Website and other technology used by us to provide the Service.

   "System" means the software, the Website and other technology used by us to provide the Service.

   "Technical Control Check" means the System's automatic checking mechanisms used to confirm publication of an Information materials.

   "we", "us" and "our" means Serpzilla Ltd (incorporated in Cyprus with number HE 272015), whose registered office is at Menandrou, 3 Glafkos Tower, Flat/Office 501, 1066, Nicosia, Cyprus.

   "Website" means the internet website operated by us which is currently located at URL serpzilla.com, including all sub-domains and any replacement website from time to time.

   "you" and "your" means the person or company or other organization who subscribes to the Service.

2. 1.2 Unless otherwise expressly stated, any reference to a communication needing to be made “in writing” includes communication via email, or via any communication facility made available by us on the Website for direct communication with Customers.
3. 1.3 Any reference to a discretion to be exercised by us is reference to our absolute discretion, which is not subject to challenge by or explanation to any Customer.
2. 2. REGISTRATION
1. 2.1 In order to use the Service, you must register for the Service on the Website.
2. 2.2 You will be required to provide a password in order to access your Account. You shall ensure that such password is kept confidential and secure and you shall immediately notify us if you have any reason to believe that the password has been disclosed to any third party, or if it is being used or is likely to be used in an unauthorized manner. You accept all responsibility for any and all activities that occur through your Account (whether or not authorized).
3. 3. THE SERVICE
1. 3.1 We will provide the Service with reasonable skill and care.
2. 3.2 You must use the Service in accordance with the Agreement solely for the purposes for which it is provided.
3. 3.3 If you are a Publisher, you must provide us with and thereafter keep updated from time to time the following information in order to use the Service:
1. 3.3.1 the URLs for internet sites on which Information materials will be published;
2. 3.3.2 a list of web pages where Information materials will be published; and
3. 3.3.3 relevant rates for publishing Information materials in relevant currency for each internet site.
4. 3.4 If you are an Optimizer:
1. 3.4.1 you shall be responsible for ensuring that the Content meets your requirements and complies with the provisions of these terms and conditions and we shall not be responsible for making any amendments to the Content;
2. 3.4.2 you may submit Publication Requests for the publication of Information materials by specified Publishers up to the limit of funds held on your Account from time to time; and
3. 3.4.3 being authorized in the System you may cancel your Information materials publications using web-interface and/or
4. 3.4.4. you may order other services using the System that we may provide for your Internet resource, including but not limited to:
• SEO automation with the function of forming a promotion strategy, which allows you to automate Internet resource promotion in search engines, as well as through the integrated use of machine learning and Big Data, to form and implement an individual dynamic SEO strategy, taking into account the peculiarities of ranking algorithms in the region and their changes and other related services;
• architecture and text optimization audit;
• link optimization audit;
• audit of third-party optimizers;
• basic optimization;
• correction of errors in technical analysis and other software improvements;
• integrated promotion;
• linkbuilder: rental links;
• linkbuilder: perpetual + rental;
• linkbuilder: Perpetual Links;
• page Indexing Module;
• writing texts;
• primary scanning for a second search engine;
• primary scanning for one search engine;
• personal manager PRO;
• personal Manager Lite;
• rescanning for a second search engine;
• rescanning for the same search engine;
• indexing check (subscription);
• promotion to the TOP;
• creating a project for online stores with an assistant
• create a project with a helper;
• position monitoring;
• technical analysis. Primary scanning for a second search engine;
• technical analysis for users. Primary scanning for one search engine;
• technical and search audit;
• usability audit
5. 3.4.5. you shall be responsible for Internet resources, websites, goods and service you promote and make available through the System including but not limited to:
1. (a) you shall comply with all applicable privacy laws, rules, regulations, and sanctioned programs, including without limitation all applicable intellectual property rights of any third party and Internet industry guidelines;
2. (b) shall not endanger the security of the System or its users, or make a call to a service which endangers the security of the System or its users;
5. 3.5 Upon receipt of a Publication Request, we reserve the right in our sole discretion (but shall not be under any obligation) to:
1. 3.5.1 (if you are an Optimizer) request any additional information from you as may be necessary to determine that the Content complies with all relevant laws and regulations; and
2. 3.5.2 refuse to post the Information materials on the Website or any Publisher's website at any time.
3. 3.5.3. refuse and/or at any time cancel the provision of other services ordered by you through the System.
6. 3.6 You acknowledge that:
1. 3.6.1 the Service only provides for publication in the formats specified by Serpzilla;
2. 3.6.2 all search engine rankings and similar parameters or information that appear on the Website are indicative only, and we are not responsible for ensuring their accuracy;
3. 3.6.3 we cannot guarantee any particular results through your use of the Service.
4. 3.6.4 we have no control over the internet and accordingly access to the Website or any Publisher’s website may not be error free or uninterrupted; and
5. 3.6.5 occasional periods of downtime may be required for repair, maintenance and upgrading of the Website. Where such downtime is within our control, we will take reasonable steps to keep any periods of interruption to a minimum.
7. 3.7 If you are a Publisher, you have the right to refuse to publish any Information materials at your discretion. You will receive Compensation for any Information materials you choose to publish.
8. 3.8 You may become an Affiliate by participating in an Affiliate Program.
9. 3.9 We may temporarily suspend or withdraw the Service at any time for any reason.
4. 4. YOUR ACCOUNT
1. 4.1 Each Customer shall be entitled to open one or more Accounts in accordance with this clause 4. Optimizers’ Accounts shall be used to hold funds for the purpose of paying Charges, and Publishers’ Accounts shall be used for the purpose of receiving Compensation for the publication of Information materials. Affiliates’ Accounts shall be used for the purpose of receiving Commission for participating in Affiliate Program. Funds may be transmitted to or from Customer Accounts in accordance with clause 6. All funds in a Customer Account remain the property of the Customer until spent in accordance with the Agreement.
2. 4.2 If you are an Optimizer, you may open one Account at the time of registration, at which time you will designate the relevant currency. Your Account will then be fixed and the relevant currency cannot be changed.
3. 4.3. If you are a Publisher, two accounts will be opened for you at the time of registration with different relevant currencies designated for each Account, in order to receive Compensation in the relevant currency chosen by the Optimizer.
4. 4.4 If you decide to participate in Affiliate Program, two more Affiliate Accounts will be opened for you with different relevant currencies designated for each Account, in order to receive Commission in these currencies.
5. 4.5 If you are a Customer acting as both an Optimizer and a Publisher, you may open up to three Accounts, in accordance with clauses 4.2 and 4.3. If you are a Customer acting simultaneously as an Optimizer, Publisher and Affiliate, you may open up to five Accounts, in accordance with clauses 4.2, 4.3. and 4.4. The funds in your respective Accounts should only be used for the purpose for which the particular Account was established ( in your capacity as Optimizer or Publisher or Affiliate), and funds from each Account should not be co-mingled with funds from another Account.
6. 4.6 Your Optimizer Account must always maintain a minimum balance as specified by Serpzilla. You may top up your Account at any time using any of the payment methods set out by Serpzilla.
7. 4.7 You may withdraw funds from your Account at any time using any of the methods permitted by Serpzilla. We may set a minimum amount for withdrawals.
8. 4.8 Your right to withdraw funds will be temporarily suspended for any period in which the complaints procedure is invoked, or a matter relating to the provision of the Service or these terms and conditions is referred to arbitration or the courts, and will only be reinstated once the matter is resolved.
5. 5. TERM AND TERMINATION
1. 5.1 Either party may terminate the Account and this Agreement on 30 days written notice, including e-mail.
2. 5.2 In addition, we shall be entitled to terminate your Account and this Agreement immediately at any time (by sending a notification by e-mail (the notification is considered to be sent at the time it is sent from our mail server) provided during registration in the following cases:
1. 5.2.1 you are in breach of any these terms and conditions you become bankrupt or insolvent or a receiver, examiner or administrator is appointed over the whole or any part of your assets or you are struck off (without the ability to be reinstated) the Register of Companies (or similar register) in the jurisdiction where you were incorporated or an order is made or a resolution passed for your winding up;
2. 5.2.2 we are unable to perform our obligations under these terms and conditions due to any cause beyond our reasonable control, including but not limited to acts of God, explosions, floods, fire or accident, war or threat of war, sabotage, civil disturbance, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, import or export regulations or embargoes or industrial actions or trade disputes; or
3. 5.2.3 there is any change in any law which has a material adverse effect on our provision of the Website or the Service.
3. 5.3 Without prejudice to clause 5.2, we may terminate your Account at any time and without notice where:
1. 5.3.1 we have reasonable grounds to believe that you are in breach of any of your obligations under the Agreement; or
2. 5.3.2 we are aware of any unlawful activity or information arising from or relating to the publishing of the Content on the Publisher's website.
3. 5.3.3 we are aware of any unlawful activity or information arising from or relating to the Internet resource Citation promotion.
4. 5.4 If you are an Optimizer, on termination of your Account (for whatever reason) we shall be under no obligation to retain or to return or to delete copies of the Content.
5. 5.5 Termination of your Account shall not affect our or your respective accrued rights and obligations that may have arisen on or before the date of termination or expiry or are intended to survive after the date of termination.
6. 6. PAYMENT
1. 6.1 If you are an Optimizer, you shall be liable to pay any Charge. The applicable Charges will be determined by Serpzilla, and will be notified to you by the issuance of an electronic invoice by us.
2. 6.2 We will pay Compensation and/or Commission (as applicable) in accordance with the Agreement.
3. 6.3 Payment of any applicable Charge shall be made automatically by deduction of funds held on your Account once the System has confirmed via the Technical Control Check that an Information materials has been published on the relevant Publisher's website and/or other services provided to you. If you are a Publisher, corresponding Compensation will be credited to your Account. You acknowledge and agree that the Technical Control Check is conclusive for the purpose of calculating Charges and Compensation and cannot be contested by you.
4. 6.4 You can pay an advance payment on the basis of the account to replenish the balance of your Account in the relevant currency using:
1. 6.4.1 debit or credit card; or
2. 6.4.2 such other method as we may set out on our Website from time to time
5. 6.5. If you are an Optimizer, then invoices for payment, including all transactions for the month, will be issued to you at the end of the reporting month.
6. 6.6. You also are liable for administrative costs incurred by us for remitting funds into your Account, or receiving funds from you.
7. 6.7.We may offset any amount payable to you by us under this Agreement against any other amount payable to us by you.
8. 6.8.You may request detail of the matters to which an invoice relates. You acknowledge that we are not obliged to comply with the request and we may at our sole discretion decide whether such detail will be provided. If we decide to comply with your request, we will provide you with the relevant information within 30 days of receipt of the request.
9. 6.9. On occasion we may apply a discount to the Charge owed by you. The decision to do this will be at our sole discretion, and any such discount may be varied or withdrawn by us at any time. You must promptly notify us of any changes to your billing information (such as a change in billing address or credit or debit card number or expiry date).
10. 6.10. Customer will pay all taxes or any other levies, duties or governmental fees that are due or payable in connection with this Agreement.
11. 6.11. You agree to be bound by the policies, charges including chargeback fees and terms and conditions of any gateway such as PayPal and of any credit card provider(s) you propose to use for accepting or making payment over the Website.
7. 7. INTELLECTUAL PROPERTY RIGHTS
1. 7.1 If you act as Optimizer you grant us the non-exclusive right to use and to permit Publishers to use your name, trade marks and such other of your (and your licensors') Intellectual Property Rights in the Content or otherwise as may be necessary or desirable to enable us to perform our obligations and Publishers to publish Information materials in accordance with this Agreement.
8. 8. YOUR RESPONSIBILITIES
1. 8.1 You warrant, represent and undertake that:
1. 8.1.1 you have full legal right, power and authority to register for the Service and to perform your obligations under these terms and conditions;
2. 8.1.2 if you use the Service on behalf of a legal entity, you represent and warrant that you have the right and authority to enter into this Agreement on that entity’s behalf and bind it to this Agreement;
3. 8.1.3 you have complied with and will comply with all applicable law and regulatory provisions, and any relevant standards and codes of practice including without limitation the Consolidated ICC Code on Advertising and Marketing Communications Practice (as updated or varied from time to time) and any other relevant standard or codes of practice issued by any other regulatory authority or self-regulatory industry body in connection with publication of the Information materials and/or the Internet resource Citation promotion;
4. 8.1.4 you are using the Service for business purposes only; and
5. 8.1.5 you will not at any time during use of the Service use any proxy-servers, anonymizers or any other such similar technical tools that may impede or make impossible confirmation of your location for tax purposes.
2. 8.2. If you are an Optimizer you warrant, represent and undertake that:
1. 8.2.1 you are the owner of all Intellectual Property Rights in any Content you provide to us, or you are, and will be at all times during the term of your Account, duly authorized to use, and to permit us and any Publisher to use, all such Intellectual Property Rights in connection with the provision of the Service and the publication of the Information materials;
2. 8.2.2 you have obtained all rights, consents, licenses, clearances and approvals required for publication of the Information materials and other Content on the Publisher's website, and will provide us with all documentation required to substantiate this claim within a reasonable period of time after receiving a request from us;
3. 8.2.3 you are entitled to increase the Сitation level of the Internet resource you are increase;
4. 8.2.4. you have the right to promote Citation of the Internet resource that you are promoting;
5. 8.2.5 any electronic files you provide to us or any Publisher will not infringe the rights of any third party and are free from Malware and will not cause an adverse effect on the operation of the Website, the System or the Database, or the Publisher's website.
3. 8.3 If you are an Optimizer you further warrant, represent and undertake that the Content:
1. 8.3.1 is not and will not be misleading or offensive, threatening, abusive, indecent, defamatory, obscene, degrading or menacing;
2. 8.3.2 without prejudice to clause 8.3.1, complies with all applicable law and regulatory provisions and is suitable for display;
3. 8.3.3 is not and will not be prejudicial to our reputation, or that of any of our Representatives, or likely to cause us, or any of or Representatives, embarrassment.
4. 8.4 If you are a Publisher, you warrant, represent and undertake that:
1. 8.4.1 you are the owner of all Intellectual Property Rights in your website or you are, and will be at all times during the term of your Account, duly authorized to use, and to permit us to use, all such Intellectual Property Rights in connection with the provision of the Service;
2. 8.4.2 any electronic files you provide to us will not infringe the rights of any third party and are free from Malware and will not cause an advert effect on the operation of the Website;
3. 8.4.3 you will independently review the Content and be responsible ensuring that the Content complies with all applicable law and regulatory provisions and is suitable for display on your website;
4. 8.4.4 you will not perform any act aimed at restricting access to any Information materials.
9. 9. CHANGES TO THE SERVICE
1. 9.1 We reserve the right to amend:
1. 9.1.1 the Service and any other service we may offer from time to time, without prior notice to you;
2. 9.1.2 the Agreement; and
3. 9.1.3 the amount of, and payment mechanism for, the Charges.
2. 9.2 Subject to clause 9.3, any change to the Service, the Agreement or the Charges shall come into effect immediately at the time at which the revised terms and conditions, the Agreement or Charges are posted on the Website. You acknowledge that it is your responsibility to check the Website for any such changes each time you use the Service, and we are under no obligation to notify you further.
3. 9.3 Without prejudice to clause 9.2, we may choose to post a Website notification of any change to the Service or the Agreement that we in our sole discretion deem a significant change.
4. 9.4 If you do not accept an amendment made by us you may terminate your Account and shall be entitled to receive reimbursement of any unspent funds in your Account within 30 days of confirmation of termination. Any reimbursement received in accordance with this clause may be reduced by an amount to cover administrative costs incurred by us in connection with the termination of your Account.
5. 9.5 If you continue to use your Account following any amendments to these terms and conditions by us, you will be deemed to have accepted such amendments.
10. 10. DATA PROTECTION
1. 10.1 You acknowledge that in order to provide the Service, we and our service providers may need to process personal data which you provide. In doing so, we will comply with our privacy policy, as varied from time to time.
2. 10.2 You hereby consent to our use of cookies for the purposes of the provision of the Service including monitoring the publication and placement of Information materials and/or the Internet resource Citation promotion.
3. 10.3 You are responsible for:
1. 10.3.1 ensuring that you have obtained consent from any relevant individual for the use of any personal data which you provide to us for use in accordance with this Agreement; and
2. 10.3.2 where applicable, ensuring that you have obtained consent from any relevant individual for the use of personal data in connection with Information materials which you publish or cause to be published via the Service and/or the Internet resource Citation promotion including (if applicable) any use of cookies by you in connection with any Information materials.
4. 10.4. You warrant during the term of this Agreement, you shall comply with all applicable rules and regulations (including but not limited to laws governing privacy, and data protection, in particular but not limited to GDPR requirements when applicable).
11. 11. LIMITATION OF LIABILITY
1. 11.1 Except as set out in this agreement, all conditions, warranties and representations applicable to our provision of the Service, whether expressed or implied by statute, common law or otherwise, are excluded to the maximum extent permitted by law.
2. 11.2 Neither we, nor any of our Representatives, will be liable to you for:
1. 11.2.1 any consequential, incidental, indirect, special or punitive damage, loss or expenses (including but not limited to any loss of business, contracts, revenue, or profits, any business interruption, loss of data or software, loss of goodwill or reputation), even if we or any of our Representatives have been advised of their possible existence; nor
2. 11.2.2 any direct damage, loss or expenses arising from loss of customers, loss of profits, loss of anticipated profits or loss of savings.
3. 11.3 Without prejudice to clause 11.2, and subject to our obligations under clause 3, neither we nor any of our Representatives shall be liable to you for any direct or indirect damage, loss or expenses suffered by you as a result of:
1. 11.3.1 any Content published on the Publisher's website;
2. 11.3.2 any Content published on the Internet resource and/or in connection with the Internet resource Citation promotion of the Internet resource;
3. 11.3.2 any termination of your Account pursuant to clauses 5.2 or 5.3;
4. 11.3.3 any inaccuracies or errors in or omissions from any materials published on the Publisher's website, including the Content;
5. 11.3.4 any damage to or unauthorized transfer, reproduction or exploitation of the Content or any of your property outside of our reasonable control, including but not limited to as a result of any Malware on or hacking of the Website;
6. 11.3.5 any fault, inaccuracy, omission, delay or any other failure in the Website caused by your computer equipment or arising from your use of the Website on such equipment; or
7. 11.3.6 any delays, technical downtime, interruptions or errors in the transmission or delivery of the Website.
4. 11.4 Nothing in this agreement shall operate to exclude or restrict our liability for death or personal injury resulting from negligence or any liability for fraud.
5. 11.5 To the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under this clause 11 the exclusions set out in clauses 11.1, 11.2 and 11.3 shall be limited in accordance with such restrictions; however, any exclusions of liability that are not affected by such restrictions shall remain in full force and effect.
6. 11.6 Without prejudice to the foregoing limitations of liability provisions, our total aggregate liability in case of Optimizer arising from or in connection with the Agreement and your use of the Service shall be limited to 10% of the net amount of Charges you have paid to us in the 12 months immediately preceding the date that the right to take action first arises.
7. 11.7 Without prejudice to the foregoing limitations of liability provisions, our total aggregate liability in case of Publisher arising from or in connection with the Agreement and your use of the Service shall be limited to 10% of the net amount of Compensation, in the 12 months immediately preceding the date that the right to take action first arises.
8. 11.8. Without prejudice to the foregoing limitations of liability provisions, our total aggregate liability in case of Affiliate arising from or in connection with the Agreement and your use of the Service shall be limited to 10% of the net amount of Commission, in the 12 months immediately preceding the date that the right to take action first arises.
9. 11.9. Party will not be liable for failing to perform under these Agreement by the occurrence of any event beyond its reasonable control, including, without limitation, a labor disturbance, an internet outage or interruption of service, a communication outage, a failure by a service provider to Serpzilla to perform, fire, threatened or actual act of terrorism, natural disaster or war.
12. 12. INDEMNITY
    You agree to hold us and our Representatives harmless and shall fully indemnify us and our Representatives and keep us and our Representatives fully indemnified from and against all loss, damage, actions, proceedings, claims, demands, liability and legal fees and costs incurred by us or our Representatives arising in connection with entry into this agreement or as a result of any breach, non-performance or non-observance by you (or your employees, agents or other representatives) of any warranties, representations, or obligations under these terms and conditions.
13. 13. COMPLAINTS
    If you are dissatisfied with any matter connected to the provision of the Service, before referring the matter to arbitration pursuant to clause 20 you shall invoke the complaints procedure, specified by Serpzilla.
14. 14. MINORS
    Our services are not available to unsupervised persons under eighteen (18) years or twenty one (21) years where eighteen years is not the legal age of majority (“the age of majority”). You must leave the Website now if you have not reached the age of majority and are not using the Website in conjunction with and under the supervision of your parents or guardians.
15. 15. ASSIGNMENT
    If any provision of these terms and conditions (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of these terms and conditions, and the validity and enforceability of the other provisions of the terms and conditions shall not be affected
16. 16. SEVERANCE
    No failure or delay by a party to exercise any right or remedy provided under these terms and conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these terms and conditions shall preclude or restrict the further exercise of that or any other right or remedy.
17. 17. WAIVER
    These terms and conditions and any terms referred to in these terms and conditions constitute the entire understanding and agreement between you and us relating to their subject matter and supersede all previous understandings, agreements, negotiations and discussions between the you and us relating to such subject matter.
18. 18. ENTIRE AGREEMENT
    These terms and conditions and any terms referred to in these terms and conditions constitute the entire understanding and agreement between you and us relating to their subject matter and supersede all previous understandings, agreements, negotiations and discussions between the you and us relating to such subject matter.
19. 19. NO AGENCY
    No agency, partnership, joint venture or employment is created as a result of this agreement and you do not have the authority to bind us, or our Representatives, in any way.
20. 20. ARBITRATION
    Unless otherwise required by any mandatory provision of applicable law, all differences of any nature that may arise in relation to this Agreement between the contracting parties which have not been resolved through the Complaints Procedure shall be referred to arbitration by a single Arbitrator in accordance with the provisions of the Arbitration Law of Cyprus, Cap 4. The Arbitrator will be proposed by the Arbitration Service of the Cyprus Chamber of Commerce and Industry and must be approved by the contracting parties. In case of disagreement between the contracting parties on the proposed Arbitrator, the Arbitrator will be appointed in accordance with the provisions of the Arbitration Law of Cyprus, Cap 4.
21. 21. GOVERNING LAW
    These terms and conditions and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Cyprus.