Last updated on October 25, 2021

1. USE OF OUR SERVICES.

A. Eligibility. You may use the Platform and the related Services only if You can form a binding contract with PARKLU or its affiliates, and only in compliance with the General Terms and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Platform by anyone under 13 is strictly prohibited and in violation of these Terms.

B. PARKLU Services. Subject to your compliance with the terms and conditions of these General Terms and applicable law, You are hereby granted a term subscription, software as a service (‘SaaS’), non-exclusive, non-transferable, revocable license to use the Platform and the Services. your license(s) shall remain in effect until and unless terminated by You or PARKLU per the Agreement. The version(s) of the Services available at your renewal date may be different from the version(s) available when You originally contracted with us. You agree that your decision to use our Services is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding future functionality or features.

The extent of the Services to which You may have access to may be dependent on the relevant terms of the Agreement and respective and timely payment of Fees or Subscription Fees to PARKLU.

The PARKLU software applications (“Mobile Software”) are not sold or transferred to You, and PARKLU retains ownership of all copies of the PARKLU software applications even after installation on your mobile device or tablets and/or other devices (“Devices”).

C. PARKLU Accounts. To use our Services, You must first create an account (“Account”). Your Account gives You access to the Platform and functionality that we provide and maintain. We may maintain different types of accounts for different types of Users.

By connecting to the Platform with a third-party service, You give us permission to access and use your information from that service and as permitted by that service. You should not use another User’s Account without permission. When creating your Account, You must provide accurate and complete information. You are solely responsible for the activity that occurs on Your Account, and You must keep your Account password secure. We encourage You to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your Account. You must notify PARKLU immediately of any breach of security or unauthorized use of your Account. PARKLU will not be liable for any losses caused by any unauthorized use of your Account. You may control your User privileges by changing the settings in your Account page.

By providing PARKLU your email address You consent to our using the email address to send You Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send You other messages, such as changes to features of the Services, reports requested when logged-in to some Service and any communication by our Marketing team regarding the Services. If You do not want to receive such email messages, You may opt out directly through those emails.

2. SERVICE RULES.

A. User Guidelines. You agree not to engage in any of the following prohibited activities: (a) modifying, copying, translating, disassembling, decompiling, adapting, combining, creating derivative works based on, or creating or attempting to create, by reverse engineering or otherwise, the Services or any component thereof, or use any other means to attempt to discover the source code, algorithms or trade secrets underlying the Services (except and only to the extent these restrictions are expressly prohibited by applicable law); (b) not interfere with or disrupt the integrity or performance of the Services or the data contained therein by (i) compromising the system integrity or security or attempting to gain unauthorized access to the Services or its related systems or networks, or (ii) knowingly, recklessly or negligently sending or storing any User Content or other material containing any technical defects, software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (c) not use any of PARKLU’s Confidential Information (defined below) and PARKLU Intellectual Property Rights (defined below) to create any service, software or other documentation that performs similar functionality, feature and graphic to that of the Services; and (d) not access or attempt to access information concerning (i) other customers of PARKLU or (ii) proprietary information of PARKLUnot related to these General Terms or another agreement currently in force between User and PARKLU.

You acknowledge and agree that PARKLU may monitor and track usage of the Services to verify compliance with the use and access rights granted hereunder and compliance with these Terms.

B. User Content. Some areas of the Platform may allow Users to provide us with content or information, including without limitation text, photos, images, data, information, fonts or any other materials (“User Content”). We claim no ownership rights over User Content created by You, except for the limited rights that enable us to provide, improve, promote and protect the Services.

C. User Content License Grant. You expressly grant to PARKLU a nonexclusive, royalty-free, worldwide, sublicensable, right and license to access, host, store, digitally transmit, process and use User Content, solely for the purpose of providing the Services and as otherwise set forth in these Terms and the Agreement. Users shall retain ownership of all User Content, subject to the rights and licenses granted herein.

D. Platform. PARKLU reserves the right to remove any messages which breach the terms of these General Terms or which bring PARKLU or its name or reputation into disrepute without notice. PARKLU is not obligated to monitor the messages sent and received via its own Platform and shall not be liable to the Brand owner whether in contract, tort ( including negligence ), wrongful act or otherwise for any messages sent or received via the Platform, but shall take down any publicly visible messages as the User may reasonably request.

E. Collaborations

● The User shall only be permitted to submit, upload or publish Collaborations on the Platform for the Brand and no other person or entity.

● The Collaboration will be published on the Platform until the date on which the posting or publication of a Collaboration expires as specified on an Order and confirmed by PARKLU(the “Expiration Date”), unless in any case where the Collaboration is removed, suspended or terminated by PARKLU in accordance with its rights under these General Terms. User understands and agrees that PARKLU has no control over any site other than the Platform and shall not in any event be responsible or held liable for any expired Collaborations which appears on any site other than the Platform.

● At any time before the Collaboration, the User is required to pay for the Charges to be incurred in relation to the Collaboration. PARKLU is also entitled to in its absolute discretion vary its requirement for the Charges under this Clause 8(c) at any time.

● The Company is entitled to a credit of the Charges if the invitation request from the Company has been sent out to the selected Influencer(s) and the Collaboration request is cancelled at least seven (7) calendar days prior to the commencement of the Collaboration, the said Charges will be credited to the Company’s Account.

● Notwithstanding Clause 8(d), if the Influencer(s) have accepted the invitation request from the Company, the Company is not entitled to make any cancellation and the Charges will not be refundable.

● In the event that no payment for the Charges received from the Company and the Company cancels the Collaboration request in less than seven (7) days prior to the commencement of the Collaboration, the Company’s Subscription will be automatically suspended.

● If the Influencer(s) fail to complete the requested Collaboration partly or fully, the Charges paid by the Company may be partially or fully credited to the Company’s Account.

● Full payment of the Collaboration has to be paid prior to the commencement of the Collaboration. Late payment of more than 30 days will be charge a late fee of 5% of the total outstanding amount after 10 days each until payment is settled.

● The Company undertakes to ensure that its Collaboration(s) complies with all applicable laws, regulations, guidelines or policies.

● Without limiting the generality of Clause 8(i), the Company shall ensure, represent and warrant that:

⚬ all information contained in a Collaboration is true, complete, accurate and not misleading in any manner whatsoever;

⚬ the contents of any Collaboration, including any Company trade mark or logo or graphics or other materials included in the Collaboration, does not infringe or violate any applicable laws and regulations, the intellectual property rights or proprietary rights of a third party; and

⚬ any links included in its Collaboration(s) leads to its website and that it will not include any links to third party websites in its Collaboration.

● By submitting, uploading or publishing a Collaboration on the Site, the Company warrants and agrees that:

⚬ it is authorized to submit, upload and publish the Collaboration(s) on the Site, and that it has obtained and will maintain all necessary approvals, licences and consents required for the submission, uploading and publication of the Collaboration(s) on the Site;

⚬ all information, materials and attachments submitted through the Site or otherwise provided to PARKLU shall be in compliance with all applicable laws and regulations;

⚬ all information, materials and attachments submitted through the Site or otherwise provided to PARKLU is free from any Virus;

⚬ it will not use the Site or Services in a manner or for any purpose that is illegal, immoral or offensive;

⚬ it complies with and will continue to comply with all the terms set out in these Conditions, including Clauses 8(a), 8(i) and 8(j); and

⚬ it is authorized to use its Company logo and that the Company logo does not infringe or violate any applicable laws and regulations, the intellectual property right or proprietary rights of a third party.

● In the event that the Company is in breach of Clauses 8(a), 8(i), 8(j), or 8(k), PARKLU shall be entitled to remove or amend the Collaboration from the Site based on its sole discretion and without any obligation to deliver a prior notice or obtain consent from the Company and/or may require the Company to amend any part of such Collaboration in accordance with its directions in order to comply with the Conditions before it permits the re-publication of the Collaboration on the Site. For the avoidance of doubt, PARKLU shall have no liability for the removal or maintenance of such Collaboration and shall not be obliged to extend the publication period of such Collaboration on the Site.

● PARKLU reserves the right to suspend, reject, remove or cancel any Collaboration at its discretion without liability or refund, including where:

⚬ the Company uses a Company name and logo in the Collaboration, which PARKLU believes does not belong to the Company;

⚬ the Company includes a URL or hyperlink on its Collaboration which leads or otherwise re-directs the user to a third party website;

⚬ the Collaboration is discriminatory, offensive or misleading;

⚬ the Collaboration otherwise in breach of any provisions of Clause 8(i), Clause 8(j) and Clause 8(k).

● In the case that if the Company lend any of their properties to Influencer(s) for the use of the Collaboration, the Company shall at all times, at its own risk and its responsibility to take all protective measures to guard its own properties. PARKLU is not responsible for any loss or damage whatsoever caused or of any kind incurred as a result of the use of the properties.

F. Mobile Software.。

● Mobile Software. We may make available software to access some Services via a mobile device (“Mobile Software”). To use the Mobile Software You must have a mobile device that is compatible with the Mobile Software. PARKLU does not warrant that the Mobile Software will be compatible with your mobile device. PARKLU hereby grants You a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Software for one PARKLU account on any mobile device owned or leased solely by You, for your personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Software, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Software to any third party or use the Mobile Software to provide time sharing or similar services for any third party; (iii) make any copies of the Mobile Software; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Software, features that prevent or restrict use or copying of any content accessible through the Mobile Software, or features that enforce limitations on use of the Mobile Software; or (v) delete the copyright and other proprietary rights notices on the Mobile Software. You acknowledge that PARKLU may from time to time issue upgraded versions of the Mobile Software, and may automatically electronically upgrade the version of the Mobile Software that You are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of the General Terms will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Software is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Software or any copy thereof, and PARKLU or its third party partners or suppliers retain all right, title, and interest in the Mobile Software (and any copy thereof). Any attempt by You to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in these General Terms, is void. PARKLU reserves all rights not expressly granted under this Agreement. (US only) If the Mobile Software is being acquired on behalf of the United States Government, then the following provision applies. Use, duplication, or disclosure of the Mobile Software by the U.S. Government is subject to restrictions set forth in this Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (OCT 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14 (ALT III), as applicable. The Mobile Software originates in the United States, and is subject to United States export laws and regulations. The Mobile Software may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Mobile Software may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Mobile Software and the Services.

● Mobile Software from the App Store. The following applies to any Mobile Software You acquire from the App Store (“App Store-Sourced Software”): You acknowledge and agree that these General Terms are solely between You and PARKLU, not Apple, and that Apple has no responsibility for the App Store-Sourced Software or content thereof. your use of the App Store-Sourced Software must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store-Sourced Software. In the event of any failure of the App Store-Sourced Software to conform to any applicable warranty, You may notify Apple, and Apple will refund the purchase price for the App Store-Sourced Software to You; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these General Terms and any law applicable to PARKLU as provider of the software. You acknowledge that Apple is not responsible for addressing any claims of You or any third party relating to the App Store-Sourced Software or your possession and/or use of the App Store-Sourced Software, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by these General Terms and Conditions and any law applicable to PARKLU as provider of the software. You acknowledge that, in the event of any third party claim that the App Store-Sourced Software or your possession and use of that App Store-Sourced Software infringes that third party’s intellectual property rights, PARKLU, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these General Terms. You and PARKLU acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these General Terms as relates to your license of the App Store-Sourced Software, and that, upon your acceptance of the terms and conditions of these General Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these General Terms as relates to your license of the App Store-Sourced Software against You as a third party beneficiary thereof.

G. Fees and Payment. 。

● Currency. Unless otherwise stated on the Platform, all prices for Service(s) and Subscription(s) shown are in Chinese Renminbi and all payout for the final Order(s) to PARKLU shall be made in Chinese Renminbi or in Hong Kong Dollars. If a credit card used to pay for the Subscription or Service is based on a different currency, the final price charged will be subject to exchange rate calculated by your issuing bank on the day of payment made.

● Payment. Unless otherwise agreed by PARKLU in writing, payment for the Services shall be made by the Company in full via the valid Online Payment service and in accordance with the Order. The Company is responsible to pay in full amount of the Subscription and is non-refundable in whole or in part in the event of cancellation or termination for any reason that is not caused by PARKLU.

● PARKLU shall not be liable for any errors in the pricing or specification of Services ordered by the Company that may appear at the Platform.

● “Payment Processing Company” means the applicable payment or card processing entity ( including any banking institution ) for the relevant Online Payment mode.

● The Charges do not include any duties, taxes or similar imposts. The Company shall pay for any all applicable duties, taxes or similar imposts which may from time to time be imposed on, or in relation to, the Service, any payment for the Service. If at any time an applicable law obliges the Company to make a deduction, withholding or payment in respect of taxes from any payment in relation to the Service, any payment for the Service, the Company shall indemnify and keep PARKLU fully and effectively indemnified from and against such deduction, withholding or payment by paying PARKLU at the time that payment to PARKLU is due.

● All Online Payments are subject to processing by PARKLU’s payment service provider, the approval of the Payment Processing Company and the relevant paying/issuing bank. PARKLU shall not be liable in any way if the payment service provider, Payment Processing Company or the paying/issuing bank refuses to process or accept any Online Payment particulars for any reason.

● The Company agrees to submit such Online Payment or card information and other information as may be reasonably required by PARKLU or its payment service provider to process the Order including payment for the Order(s), and to arrange for invoicing. All card information will be received and processed directly by the payment service provider of the Company, and PARKLU will not retain any card information. All information received and accessed by PARKLU shall be subject to PARKLU’s Privacy Statement. The Company agrees that PARKLU shall not be liable for any loss, damage, or liability in the event of any unauthorized disclosure of such information by its payment service provider.

● PARKLU reserves the right to exercise its lawful remedies if a dispute or issue arises over Online Payments, or if it does not receive full payment for an Order. In particular, but without limitation to any other remedies, if the Payment Processing Company or the paying bank rejects or reverses payment for an Order, or if PARKLU does not receive full payment for an Order. PARKLU shall have the right in its sole discretion to:

i.　reject such Order;

ii.　suspend or terminate the provision of Services specified in such Order;

iii.　debt recovery claim against the Company for the full amount of the Order .

● The Company agrees that PARKLU shall be entitled ( without any obligation to deliver prior notice to or obtain consent from the Company ) to set-off and deduct from any amounts due to the Company in a Service Package or Subscription, all sums owed by the Company to PARKLU under any and all Contracts and any other agreements.

3. OUR PROPRIETARY RIGHTS.

A. PARKLU Content. Except for your User Content, the Platform, Services and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, (the “PARKLU Content”), and all Intellectual Property Rights related thereto, are the exclusive property of PARKLU and its licensors. Except as explicitly provided herein, nothing in these General Terms shall be deemed to great any rights to, or create a license in or under, any such Intellectual Property Rights, and You agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any PARKLU Content. Use of the PARKLU Content for any purpose not expressly permitted by these General Terms is strictly prohibited.

B. Feedback. You may choose to or we may invite You to submit suggestions, enhancement, request, recommandation, correction or other feedback about the Services or the Platform, including without limitation about how to improve the Platform and the related Services (“Feedback”). By submitting any Feedback, You agree that your disclosure is gratuitous, unsolicited and without restriction and will not place PARKLU under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to You, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, PARKLU does not waive any rights to use similar or related enhancements previously known to PARKLU, or developed by its employees, or obtained from sources other than You.

C. Aggregate Data. You agree that PARKLU or Launchmetrics may create, extract, compile, analyze and share statistics, benchmarks, studies, reports and other information (“Analyses”) based upon Aggregated Data for any business purpose during or after the term of the Agreement (including without limitation to develop and improve the Services and to create and distribute reports and other materials). “Aggregated Data” means usage data that is: (i) anonymized and not identifiable to any person or entity; (ii) combined with the data of other users or customers or additional data sources; and (iii) presented in a way which does not reveal User’s, Customer’s or Visitor’s identity. PARKLU owns and has the exclusive right to use Aggregate Data and Analyses for any purpose. For clarity, PARKLU will only disclose Aggregate Data externally in a form that does not identify any Users, Customers or Visitors. Users are not responsible for PARKLU’s use of the Aggregate Data.

4. DMCA NOTICE.

We respect the Intellectual Property Rights of others, and we expect our Users to do the same. We will respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”). If You believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Platform, please notify PARKLU’s copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, You must provide the following information in writing: 1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner; 2. Identification of the copyrighted work that You claim has been infringed; 3. Identification of the material that is claimed to be infringing and where it is located on the Services or the Platform; 4. Information reasonably sufficient to permit PARKLU to contact You, such as your address, telephone number, and e-mail address; 5. A statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and 6. A statement, made under penalty of perjury, that the above information is accurate, and that You are the copyright owner or are authorized to act on behalf of the owner. The above information must be submitted to legal@launchmetrics.com or at: Copyright Legal - 115 E 23rd Street, Floor 6, New York, NY 10010, USA.

If You file a DMCA notice when there is no infringing use, You could be liable for costs and attorneys’ fees. The preceding requirements are intended to comply with PARKLU’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws. In accordance with the DMCA and other applicable law, PARKLU has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. PARKLU may also at its sole discretion limit access to the Platform or a specific and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

5. CONFIDENTIAL INFORMATION.

Under these Terms, “Confidential Information” means all information disclosed by one Party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with the Agreement and the Services, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure and whether deliberately or unintentionally disclosed to the Receiving Party that has not been in the public domain. Each Party may share the other Party’s Confidential Information with its affiliates, employees, agents or contractors having a legitimate need to know, provided that the Receiving Party remains responsible for any recipient’s compliance with this paragraph and that these recipients are bound to confidentiality obligations no less protective than this paragraph.

6. PRIVACY.

We process and use Personal Information and Customer Data to deliver, analyze, support and improve the Platform and the Services and as otherwise permitted in these Terms, and the Privacy Policy. PARKLU will maintain appropriate administrative, physical and technical safeguards, which are designed to protect the security, and confidentiality of the Personal Information and Customer Information processed by PARKLU. You understand that by using the Platform your Personal Information may be collected, used, transferred to and processed in the United States and in the EEA.

7. SECURITY.

PARKLU cares about the integrity and security of your Personal Information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your Personal Information for improper purposes. You acknowledge that You provide your Personal Information at your own risk.

8. THIRD-PARTY LINKS.

Some of our Services may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by PARKLU. PARKLU does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If You access a third party website from one of our Services, You do so at your own risk, and You understand that the Terms do not apply to your use of such sites. You expressly relieve PARKLU from any and all liability arising from your use of any third-party website, service, or content.

9. INDEMNITY.

A. Our Indemnification Obligations. PARKLU shall indemnify, defend and hold You harmless from and against any third-party claims, costs, expenses, demands, causes of action, losses or liability (collectively “Claims”, including reasonable attorneys’ fees and disbursements) arising out of our violation of a third party’s Intellectual Property Rights directly arising out of your use of the Services in accordance with the terms of these General Terms, and in the Processing Agreement attached to the Agreement. The foregoing indemnity constitutes Service Provider’s sole liability and Customer’s sole remedy in the event of any third-party Claim relating to the Services.

B. Your Indemnification Obligations. You agree to indemnify, defend and hold harmless PARKLU, Launchmetrics, its members, shareholders, directors, officers, employees, and agents from and against any from and against any Claims arising out of : (i) your use of and access to the Platform or Services, including any Data or Content transmitted or received by You; (ii) your violation of any term of these General Terms, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) any claim or damages that arise as a result of any of your User Content or any that is submitted via your Account; or (vi) any other party’s access and use of the Services with your unique username, password or other appropriate security code.

10. NO WARRANTY.

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES ARE AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, IN FACT OR BY LAW OR ARISING BY REASON OF CUSTOM OR USAGE IN THE TRADE OR BY COURSE OF DEALING, INCLUDING, BUT NOT LIMITED TO, REPRESENTATIONS, OBLIGATIONS AND WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PARKLU OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, PARKLU AND LAUNCHMETRICS DO NOT WARRANT THAT THE SERVICES ARE ACCURATE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE OR ERROR-FREE, NOR THAT ANY PARTICULAR SOFTWARE OR HARDWARE, WILL BE COMPATIBLE WITH THE SERVICE. PARKLU AND LAUNCHMETRICS DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, AND PARKLU OR LAUNCHMETRICS WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW EXCLUSIONS AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

11. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PARKLU OR LAUNCHMETRICS, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR THE FOLLOWING, REGARDLESS OF THE THEORY OF LIABILITY OR WHETHER RELATING TO OR ARISING OUT OF THESE GENERAL TERMS, THE AGREEMENT, THE SERVICES OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES: (I) INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, (II) DAMAGES FOR LOSS OF BUSINESS, GOODWILL, ANTICIPATED SALES OR SAVINGS, PROFITS, DATA, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR ANY OTHER PECUNIARY LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICES AND THE PLATFORM.

UNDER NO CIRCUMSTANCES WILL PARKLU OR LAUNCHMETRICS BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PARKLU OR LAUNCHMETRICS ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL PARKLU OR LAUNCHMETRICS, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO PARKLU PURSUANT TO THE AGREEMENT DURING THE TWELVE (12) MONTH PERIOD BEFORE THE APPLICABLE CLAIM OCCURRED.

The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. Nothing in these General Terms removes or limits PARKLU or Launchmetrics’ liability for fraud, fraudulent misrepresentation, death, or personal injury caused by its negligence, and, if required by applicable law, gross negligence. Some countries do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to You. the disclaimers, exclusions, and limitations of liability under these General Terms will not apply to the extent prohibited by applicable law.

12. GOVERNING LAW, VENUE AND JURISDICTION SPECIFIC TERMS.

A. Rules. Unless otherwise indicated in your Agreement or unless your Agreement is with one of our European affiliate companies, these Terms shall be governed by the laws of the State of New York, without reference to conflict of laws principles. Any dispute or difference shall be finally resolved before a single arbitrator in accordance with the Rules of the American Arbitration Association, in the State, New York County and City New York. The award of the arbitrator shall include a written explanation of his decision and be limited to remedies otherwise available under these Terms and shall be binding upon the Parties and enforceable in any court of competent jurisdiction. Otherwise You hereby expressly agree to submit to the exclusive personal jurisdiction of the jurisdiction indicated in the Agreement for the purpose of resolving any dispute relating to these Terms or access to or use of the Services by You.

B. No Class Actions. You may only resolve disputes with us on an individual basis, and You may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.

13. GENERAL.

A. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by PARKLU without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

B. Third-Party Beneficiaries. These Terms do not grant any benefits to any third party unless it expressly states otherwise.

C. Notification Procedures and Changes to the Terms. PARKLU may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to You via email notice, written or hard copy notice, or through posting of such notice on the Platform, as determined by PARKLU in our sole discretion. PARKLUreserves the right to determine the form and means of providing notifications to our Users, provided that You may opt out of certain means of notification as described in these Terms. PARKLU is not responsible for any automatic filtering You or your network provider may apply to email notifications we send to the email address You provide us. PARKLUmay, in its sole discretion, modify or update these Terms from time to time, and so You should review this page periodically. When we change the Terms in a material manner, we will update the ‘last modified’ date at the bottom of this page. Your continued use of the Platform after any such change constitutes your acceptance of the new Terms. If You do not agree to any of these terms or any future Terms, we advise not to use or access (or continue to access) the Platform.

D. Entire Agreement/Severability. These Terms, together with any amendments and any additional agreements You may enter into with PARKLU in connection with the Launchmetrics Cloud and any of the Services, shall constitute the entire agreement between You and PARKLU concerning the Platform and the respective Services. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.

E. No Waiver. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and PARKLU’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

F. Force Majeure. Except for payment obligations, neither Party will be responsible for failure of performance due to an event beyond the an affected Party’s reasonable control, including acts of God, acts or regulation of government or any government agency, severe weather events, fire, natural disasters, pandemics or epidemics, civil unrest, acts of terror, strikes or other labor problems not involving an affected Party’s employees, computer or telecommunications failures or delays involving hardware or software not within such affected Party’s possession or reasonable control, failure of any internet service provider, and network intrusions or denial of service attacks, in so far as such an event prevents or delays the affected Party from fulfilling its obligations and such party is not able to prevent or remove the Force Majeure at reasonable cost.

G. Trademarks. Launchmetrics, PARKLU and the Services are trademarks or registered trademarks of Launchmetrics and/or its affiliates in the United States and other countries.

H. Contact. Please contact us at legal@launchmetrics.com with any questions regarding these Terms.

I. English Version. These General Terms were originally written in English. The English version of the Terms will be the version used when interpreting or construing the Terms except where prohibited by applicable law.