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USAGE TERMS OF USE

Last updated on July 2, 2019 (the “Effective Date”).

Welcome to Usage! These terms of use (the “ToU”) are between HAAWK, Inc., a Delaware corporation, d/b/a “Usage”, and its related companies (collectively, “Usage”, “we”, “us”, or “our”) and You ("you" or "your"). These ToU govern your use of the website, www.Identifyy.com (the “Site”), all related services, and any other services we provide in connection with the Site (collectively, the “Services”). Please read these ToU carefully because they constitute a binding legal agreement between you and us. These ToU are divided into the following 18 sections:

  1. INTRODUCTION.
  2. ACCOUNT REGISTRATION.
  3. DESCRIPTION OF THE SERVICES.
  4. PRICES AND PAYMENT.
  5. LICENSE TO USE THE SERVICES.
  6. YOUR CONTENT.
  7. YOUR CONDUCT; COMMUNITY GUIDELINES.
  8. REPRESENTATIONS AND WARRANTIES.
  9. COPYRIGHT; TRADEMARKS.
  10. PRIVACY.
  11. LINKS AND THIRD PARTY MATERIALS.
  12. EXPORT CONTROL.
  13. TERM AND TERMINATION.
  14. DISCLAIMERS.
  15. LIMITATION OF OUR LIABILITY.
  16. INDEMNITY.
  17. NOTICES; CONTACTING US; BREACH; CURE; RELATIONSHIP OF THE PARTIES.
  18. GENERAL.

1. INTRODUCTION.

1.1. ACCEPTANCE. By accessing or using the Services in any way, (a) you represent that you have read and understood these ToU, and (b) you agree to be bound by these ToU. If you do not agree with these ToU, then please do not use the Services. You should print or otherwise save a copy of these ToU for your records.

1.2. ELIGIBILITY. To access, use, and/or register for the Services you must (a) be eighteen (18) years of age or older, and (b) have the power to enter a binding contract with us and are not barred from doing so under any applicable laws. You also represent and warrant that any registration information that you submit to us is accurate, true, and complete, and that you will keep it that way at all times.

1.3. CHANGES. 1.3.1. We may change these ToU at any time. If we make any changes, we will change the Effective Date above, and where appropriate, may notify you via e-mail or announcement on the Site. You understand and agree that by using the Services after the ToU are changed, that your continued use of the Services constitutes your acceptance of the ToU as revised. We encourage you to periodically review our current ToU. 1.3.2. To the extent Usage expands its Services to services and websites other than YouTube (including, but not limited to, Facebook, Instagram, Vimeo, SoundCloud, and any other similar websites and/or applications), these ToU shall additionally apply to any such websites and/or applications. 1.3.3. Notwithstanding the foregoing, with respect to any material changes to these ToU with respect to the Term (as defined below), Territory (as defined below), or sums due to you (as described below), we may unilaterally make changes to these ToU upon thirty (30) days written notice to you (email notice to your email in your account with the Services shall suffice), advising you of the change(s) and the effective date thereof. Such changes will be effective if you do not notify us that you object within thirty (30) days after the notice is sent. If you do provide notice to us of objection, then we may either continue under the terms of these ToU without such change(s), elect to end the Term, or agree to negotiate the proposed changes in good faith with you. We agree and acknowledge that any unilateral change to any term of these ToU will be exercised with good faith and fair dealing. You agree and acknowledge that you may not change these ToU in any way without first obtaining our written signature and consent.

2. ACCOUNT REGISTRATION.

2.1. ACCOUNT REGISTRATION. You must register and create an account with us in order to use most of the Services. When you register to use the Services, you will be required to provide certain information (e.g. (a) email address, (b) a password for your account, or (c) your Facebook public profile).

2.2. YOUR EMAIL AND PASSWORD. You agree to (a) maintain the confidentiality and security of your email and password, and (b) remain responsible for all uses of your email and password, and all activity emanating from your account, whether or not such activity was authorized by you. If your email or password is lost or stolen, or if you believe that your account has been accessed by unauthorized third parties, you are advised to notify us promptly in writing, and should change your password at the earliest possible opportunity. Usage shall not be liable in any way whatsoever for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be liable to us for losses incurred by us or another party due to someone else using your account. You may not use anyone else’s account at any time, without the prior written permission of the account holder.

2.3. TYPES OF ACCOUNTS. We currently offer one (1) type of account.

3. DESCRIPTION OF THE SERVICES.

3.1 THE SERVICES. Usage provides copyright enforcement and monetization services to enable the identification of claims against unauthorized individuals and/or entities who are using and/or exploiting content on YouTube, Facebook, and Instagram. The Services are currently available only while connected to the Internet.

3.2. CHANGING THE SERVICES. We may modify, suspend, or stop the Services, in whole or part, either temporarily or permanently, at any time, with or without prior notice to you. You agree that we shall not be liable to you or any third party for any modification or cessation of the Services. You acknowledge that we have no express or implied obligation to provide, or continue to provide, the Services, or any part thereof, now or in the future. Any new services and features will be subject to these ToU, as well as any additional terms of use that we may release for those specific services or features.

3.3. “AS IS” NOTICE. You understand and acknowledge that the Services are being provided and are made available on an “AS IS” basis. The Services may contain errors or inaccuracies that could cause failures, corruption, or loss of your information. We strongly encourage you to back‐up all data and information on your devices prior to using the Services in any way. YOU ASSUME ALL RISKS AND COSTS WHATSOEVER ASSOCIATED WITH YOUR USE OF THE SERVICES. Additionally, we are not obligated to provide any maintenance, technical, or other support for the Services.

3.4. FEEDBACK. As part of using the Services, we may provide you with the opportunity to submit comments, suggestions, or other feedback regarding your use of the Services. You agree that in the absence of a separate written agreement to the contrary, we will be free to use any feedback you provide for any purpose without any compensation to you.

4. PRICES AND PAYMENT.

4.1. FEES. An account currently does not require a payment from you to us. We reserve the right, in our sole discretion, to modify the fees and/or institute additional charges for use of the Services. In such a case, we will notify you of the fees involved and you will not be charged without your prior consent. You are responsible for all taxes or other government fees and charges, if any, which are assessed based on the Services. To the fullest extent permitted by law, all payments to us are nonrefundable. Nothing in these ToU obligates us to extend credit to any party.

4.2. PAYMENTS. Usage will pay you seventy percent (70%) of all Net Sums that we actually receive for all uses of your User Content. Notwithstanding the foregoing, Usage may decide to pay you a different percent of Net Sums, to be negotiated in good faith with you, provided any such different percent of Net Sums is evidenced by written notice from Usage to you (email notice to your email in your account with the Services shall suffice). “Net Sums” shall mean gross monies that we earn, collect, and actually receive from YouTube, Facebook, and Instagram, less any YouTube Content ID and Facebook Rights Manager fees and any taxes, tariffs, or similar amounts that we may be legally obliged to withhold or pay. Usage shall have the right to rely on accounting, usage, and any other statements received from our sub-licensees (including without limitation, YouTube and Facebook Analytics and Earnings Reports) for all purposes hereunder. You will be responsible for payment of all taxes assessed to you, and for all payments due to third parties (e.g., co-writers of compositions if applicable, artists, producers, engineers or others who performed services in connection with recordings), and hereby agree to indemnify and hold us harmless from and against any sums for which you are responsible. If Usage, YouTube, Facebook, Instagram, you, or any of our sub-licensees receives a claim, copyright strike, or otherwise reasonably suspects that any of your User Content violates any applicable law or terms of service, or that video views or other activity related to your channels, pages, profiles, or your account with us is attributable to misrepresentation, manipulation, misconduct, or similar deceptive or fraudulent practices (automated or otherwise), then in addition to any other available rights and remedies we may withhold all Net Sums payable to you until any and all claims or other conduct are favorably resolved to our reasonable satisfaction, in our sole discretion. You will forfeit all amounts that we, YouTube, Facebook, Instagram, and/or our other sub-licensees reasonably determine in our sole discretion are the result of any of the foregoing activity, or if so determined by a court or administrative body. Additionally, if Usage in its reasonable discretion engages any outside attorney(s), accountants(s), or consultant(s) in connection with the evaluation, investigation, enforcement, or defense of any such matter, then Usage shall be entitled to offset its resulting expenses by any such reasonable attorney’s, accountant's, or consultant's fees from your account with us (whether currently or in the future available) or charging any such reasonable attorney’s fees (or any balance not deducted from your account) to any payment method then on file with us (e.g., PayPal, Payoneer, credit or debit card). In addition to any other rights or remedies, we may in our discretion deduct or set-off any amounts that you owe to us from any monies otherwise payable to you.

4.3. ACCOUNTING. Usage will provide you statements as to Net Sums payable to you within one hundred and twenty (120) days after the end of each calendar quarter during the Term (the “Statement Date”). Within thirty (30) days of the Statement Date, Usage will provide you with payment of any Net Sums due to you for the calendar quarter. The statements may be provided to you by email or otherwise made accessible through your account on the Site. Unless you provide a specific objection to the statement within sixty (60) days from the Statement Date, such statements shall be binding and you waive any objections to the validity and accuracy of such statement. You will be required to provide us with a PayPal, Payoneer, or other account information to allow us to automatically remit payment to your account. Notwithstanding the foregoing, you may not be entitled to any accounting until total accumulated payments due to you exceeds one hundred US dollars ($100 USD).

5. LICENSE TO USE THE SERVICES.

5.1. OUR PROPRIETARY RIGHTS. You agree and acknowledge that Usage and/or our licensors own all legal right, title, and interest in and to the Services, and any related software, including any content we provide to you as a part of and/or in connection with the Services, including all intellectual property rights that exist therein, whether registered or not, and wherever in the world they may exist (collectively, the “Software”). You further agree and acknowledge that the Software contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Using the Software does not give you any rights of ownership in them.

5.2. LICENSE TO USE THE SERVICES. Subject to your strict compliance with these ToU, we grant you a limited, personal, non­exclusive, revocable, non­ transferable, and non-assignable license to use the Software as we provide to you as part of the Services.

5.3. LIMITATIONS ON USE. 5.3.1. You agree to use the Services only for purposes as permitted by these ToU and any applicable laws or regulations. We reserve the right to modify or impose any limitations on the use of the Services at any time, with or without notice to you. All rights that are not expressly granted by us in these ToU are reserved. 5.3.2. You agree to not, or to permit anyone else to, reproduce, copy, duplicate, modify, create a derivative work of, reverse engineer, decompile, scrape, or otherwise attempt to discover the source code (unless expressly permitted or required by law), sell, resell, rent, trade, lease, sublicense, assign, grant a security interest in, or otherwise transfer any right in the Software, except as may be expressly permitted in these ToU.

6. YOUR CONTENT.

6.1. USER CONTENT. 6.1.1. “User Content” shall mean any information that you post, upload, contribute, store, transmit, submit, exchange, or make available to or via the Services (e.g. music and/or other works of authorship that you upload/submit/deliver to the Site). 6.1.2. You agree and acknowledge that (a) all User Content whether publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such User Content originated, and (b) you are solely responsible for any User Content you upload, download, post, email, transmit, store, or otherwise make available through your use of the Services. 6.1.3. You understand that by using the Service you may encounter User Content that you may find offensive or objectionable, and that you may expose others to User Content that they may find objectionable. We do not (a) control the User Content posted via the Services, (b) guarantee the accuracy, integrity, or quality of such User Content, or (c) endorse any opinion contained in User Content. You understand and agree that your use of the Services and any User Content is solely at your own risk.

6.2. OWNERSHIP OF USER CONTENT. User Content is owned solely by the person or entity from whom such User Content originated. We do not claim any ownership rights in your User Content.

6.3. LICENSE FROM YOU. The “Term” of this Agreement shall consist of an Initial Period and Renewal Periods (if any). The “Initial Period” shall begin as on the date that you registered and created an account with us and shall remain in effect for a duration of three (3) years. Upon expiration of the Initial Period, these ToU shall automatically renew for successive three (3) year periods (the “Renewal Periods”). The Term shall end upon the expiration of the Initial Period or the Renewal Period then in effect if either party provides not more than one hundred and twenty (120) and not less than sixty (60) days written notice of termination prior to the expiration of the then current Initial Term or the then current Renewal Period. The rights granted in these ToU are for the Universe (the “Territory”), unless (a) we allow you to specify otherwise, and (b) you specify otherwise during the submission process. You hereby grant to Usage the sole and exclusive right during the Term and in the Territory to administer, collect, and otherwise exploit one hundred percent (100%) of your worldwide right, title, and interest in and to your User Content on YouTube, Facebook, and Instagram. After registering and creating your account, you will have the ability to upload/submit/deliver and thereby opt in to Usage’s service offering to make claims against unauthorized individuals and/or entities who are using and/or exploiting your User Content on YouTube, Facebook, and Instagram (“YouTube, Facebook, and Instagram Claims”). By opting in to this service, You agree and authorize Usage to negotiate and enter into settlements and/or agreements to license and/or otherwise monetize those YouTube, Facebook, and Instagram Claims (or to refrain from doing so) with such individuals and/or entities on your behalf on such terms as we may elect in our sole discretion. These ToU and any rights conveyed by you to us under these ToU are limited solely to the use of User Content on YouTube, Facebook, and Instagram and solely to content on YouTube that was not uploaded by you or someone on your behalf.

7. YOUR CONDUCT; COMMUNITY GUIDELINES.

You agree that you will NOT use the Services to do any of the following (the “Prohibited Conduct”): (a) Upload, download, embed, post, email, transmit, store, or otherwise make available anything that infringes any copyright, patent, trademark, trade secret, right of publicity, confidential information, or any other rights of any person or entity; (b) Upload, download, copy, embed, post, email, transmit, store or otherwise make available any User Content that is unlawful, harassing, threatening, harmful, tortuous, defamatory, libelous, abusive, promotes violence, obscene, vulgar, promotes pornography, invasive of another’s privacy, hateful, inflammatory, racially or ethnically offensive, attacks an individual or group, incites hatred on grounds of race, gender, religion or sexual orientation, promotes drug use, or is otherwise objectionable in our sole discretion; (c) Stalk, harass, abuse, threaten, or harm another; (d) Mislead any user as to the origin of any User Content, deceive any person, or misrepresent your identity or affiliation with any person or entity; (e) Post, send, transmit, or otherwise make available any unsolicited or unauthorized email or other messages, advertising, promotional materials, junk mail, spam, or chain letters; (f) Use or attempt to use another user’s account, password, or other information, unless you have express permission from that other user; (g) Upload, download, copy, embed, post, email, transmit, store, or otherwise make available anything that contains viruses, scrappers, or any other computer code, files or programs designed to harm, interfere, copy, or limit the normal operation of the Services, or any other computer software or hardware, or which does or might restrict or inhibit any other user’s use and enjoyment of the Services; (h) Commit or engage in, or encourage, induce, solicit, or promote, any conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any law or regulation; (i) Use any User Content (other than your own) in any way that is designed to create a separate content service or that replicates any part of the Services; (j) Sell or transfer, or offer to sell or transfer, your account to any third party without the prior written approval from us; and/or (k) Collect, attempt to collect, scrape, and/or store personal information on any other users of the Services to be used in connection with any of the foregoing prohibited activities.

8. REPRESENTATIONS AND WARRANTIES.

Without limiting any other representations and warranties contained herein, you represent and warrant to us as follows: (a) All of your User Content is an original work by you, or you have obtained all rights, licenses, consents, and permissions necessary in order to use, and (if and where relevant) to authorize us to use, your User Content pursuant to these ToU; (b) All your User Content does not and will not violate the rights of any third party in any way whatsoever; (c) Your User Content, including any comments that you may post, is not and will not be unlawful, offensive, abusive, libelous, defamatory, obscene, racist, sexually explicit, ethnically or culturally offensive, indecent, will not promote violence, terrorism, or illegal acts, or incite hatred on grounds of race, gender, religion or sexual orientation; (d) Your User Content does not and will not create any liability on the part of us, our subsidiaries, affiliates, successors, and assigns, and their respective employees, agents, directors, officers and/or shareholders; (e) You are eighteen (18) years of age or older, legally permitted to enter into these ToU and to grant us all the rights granted in these ToU; (f) No rights in or to any of your User Content have been assigned or otherwise provided to any third party that obtained exclusive rights; (g) No fees or payments of any kind shall be payable by us to any third party for the use of your User Content as contemplated by these ToU; (h) You may only submit User Content that you own or control the worldwide rights to, and only to the extent of your own interest; (i) All User Content that you submit to us is eligible for participation in the Services as outlined in our FAQ; (j) You have commercially released all sound recordings which you provide to us; and (k) Unless otherwise specified herein, you shall obtain and pay for any necessary clearances and licenses in the Territory for all your User Content.

9. COPYRIGHT; TRADEMARKS.

9.1. COPYRIGHT. We respect the rights of copyright owners. For details on our copyright policy, please click the Copyright Policy link at the bottom of the usage.com website homepage (the terms of which are hereby incorporated herein).

9.2. TRADEMARKS. All Usage trademarks, service marks, trade names, logos, graphics, and domain names used in connection with the Services are trademarks or registered trademarks of Usage in the United States and/or other countries. Any other trademarks, service marks, graphics, and logos used in connection with the Services may be the trademarks of their respective owners. You are not granted any right or license to use any of the above trademarks, whether for commercial or non-commercial use, and further agree that you shall not remove, obscure, or alter any proprietary notices (including trademark and copyright notices) that may be affixed to or contained within the Services. If you believe that any of your trademarks have been infringed by anyone using the Services, please contact us via email at support[at]identifyy.com.

10. PRIVACY.

All personal data that you provide to us in connection with your use of the Services is collected, stored, used, and disclosed by us in accordance with our Privacy Policy (the terms of which are hereby incorporated herein). You acknowledge and agree that by accepting these ToU, you also accept the terms of our Privacy Policy.

11. LINKS AND THIRD PARTY MATERIALS.

Certain content, components, and/or features of the Services may include materials from third parties and/or hyperlinks to other web sites, resources, or content. You acknowledge and agree that because we may have no control over such third party sites and/or materials, we are not responsible for the availability of such sites or resources, and do not endorse or warrant the accuracy of any such sites or resources, and shall in no way be liable or responsible for any content, advertising, products, or materials on or available from such sites or resources.

12. EXPORT CONTROL.

Use of the Services may be subject to the export and import laws of the United States and other countries. You agree to comply with all applicable export and import laws and regulations. In particular, but without limitation, the Services may not be exported or re‐exported (a) into any U.S. embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of specially designated nationals or the U.S. Department of Commerce denied person’s list or entity list. By using the Services, you represent and warrant that you are not located in any such country or on any such list.

13. GENERAL TERM AND TERMINATION.

These ToU will continue to apply to you as described above. You agree and acknowledge that we may terminate these ToU or suspend your access to the Services at any time, for any reason, with or without prior notice or explanation, including in the event of your actual or suspected unauthorized use of the Services or non-compliance with these ToU, in our sole discretion. We will also suspend or terminate your account without warning if ordered to do so by a court, and/or in other appropriate circumstances, as determined by us, in our sole discretion.

14. DISCLAIMERS.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS. WE AND OUR AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‐INFRINGEMENT.

15. LIMITATION OF OUR LIABILITY.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAWS, USAGE AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHATSOEVER. YOU EXPRESSLY AGREE THAT AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES SHALL NOT BE MORE THAN THE COMPENSATION DUE TO YOU HEREUNDER. Nothing in these ToU removes or limits our liability for fraud, fraudulent misrepresentation, personal injury, or death caused by our negligence.

16. INDEMNITY.

You agree to defend, indemnify, and hold us, our affiliates, subsidiaries, directors, officers, employees, agents, partners, and licensors harmless from any claim or demand, (including attorneys’ fees, expert fees, expenses, and court costs), whether or not an action is actually commenced, made by a third party, relating to or arising from any of the following: (a) any User Content you submit, post, transmit, or otherwise make available through the Services; (b) your use of the Services; (c) any violation by you of these ToU; or (d) your violation of any rights of another. This obligation shall survive the termination or expiration of these ToU and/or your use of the Services.

17. NOTICES; CONTACTING US; BREACH; CURE; RELATIONSHIP OF THE PARTIES.

We may provide you with notices regarding the Services, including changes to these ToU as described above, via email, regular mail, or postings on the Site and/or the Services. If you have any questions about these ToU, please contact us via email at support[at]identifyy.com. Usage shall not be deemed to be in breach of any of its obligations hereunder unless we receive specific written notice from you of an alleged breach and such alleged breach is not corrected within sixty (60) days from and after our receipt of such notice, or, if such alleged breach is not reasonably capable of being cured by us within such sixty (60) day period, we do not commence to cure such breach within such sixty (60) day period and proceed with reasonable diligence to complete the curing of such breach thereafter. Such written notice must be deposited with a nationally recognized overnight carrier, or mailed by certified mail, return receipt requested, postage prepaid, in each case, to: HAAWK, Inc., attention: Legal, 12400 Ventura Blvd., #122, Studio City, CA 91604 (or such other address as we may subsequently provide to you). Nothing herein shall be deemed to create any association, partnership, or joint venture between you and us.

18. GENERAL.

18.1. ENTIRE AGREEMENT. These ToU, together with the Copyright Policy , Privacy Policy , and FAQ contain the entire understanding between you and us regarding your use of the Services, and supersedes all prior agreements, representations, and understandings between you and us relating to the subject matter hereof.

18.2. SEVERABILITY. If any provision of these ToU is held in whole or in part to be unenforceable for any reason, the remainder of that provision and of the entire ToU will be severable and remain in effect.

18.3. WAIVER. Any failure by us to enforce your strict performance of any provision of these ToU will not constitute a waiver of our right to subsequently enforce such provision or any other provision of these ToU.

18.4. CHOICE OF LAW. The validity, construction, and performance of this Agreement shall be governed and construed in accordance with the laws of the State of California, without giving effect to any conflict of laws provisions.

18.5. MANDATORY ARBITRATION. If a dispute arises out of or relating to any aspect of this Agreement, all of the parties agree to try and settle the dispute quickly and fairly through discussion. If the dispute cannot be settled through discussion, all parties agree to first try in good faith to settle the dispute by private mediation before resorting to arbitration. If a dispute cannot be resolved with either discussion or mediation, then the dispute shall be submitted for binding arbitration to ADR Services, Inc. in Los Angeles County, California under ADR Services’ arbitration rules. In the event of an arbitration (or any other court proceeding), the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs related to such action, suit, or proceeding. You and Usage thus KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION IN CONNECTION WITH THESE TOU. FURTHER, YOU AND USAGE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A CLASS MEMBER OR IN ANY REPRESENTATIVE CAPACITY OR PROCEEDING.

18.6. ASSIGNMENT. We shall have the right to assign or delegate any of our rights or obligations of these ToU, in whole or in part, at any time, with or without prior notice to you. You may not assign these ToU in any way.

18.7. NO THIRD PARTY BENEFICIARIES. Except as otherwise expressly provided in these ToU, you agree that there shall be no third‐party beneficiaries to these ToU.

18.8. LANGUAGE; TRANSLATIONS. Any translation of these ToU is done for local requirements. In the event of a dispute between the English and any non-English versions, the English version of these ToU shall govern.

18.9. STATUTE OF LIMITATIONS. You agree that any claim or cause of action arising out of or related to these ToU or the use of the Services must be filed within one (1) year after the cause of action arose or is forever barred.

18.10. CLAUSE HEADINGS. Headings within these ToU are for convenient reference only and have no effect in limiting or extending the language of the provisions to which they refer.