Azylo reserves the right, at its sole discretion, to modify or replace the Terms at any time. If the alterations constitute a material change to the Terms, Azylo will notify you by posting an announcement on the Site. What constitutes a material change will be determined at Azylo’s sole discretion. You are responsible for reviewing and becoming familiar with any such modifications. Using any Service or viewing any Content constitutes your acceptance of the Terms as modified.
In addition, when using particular features of the Services, you are subject to any posted guidelines, terms or rules applicable to such Services.
Your access to and use of the Site and our Services may be interrupted from time to time as a result of equipment malfunction, updating, maintenance or repair of the Site or any other reason within or outside of our control. Azylo reserves the right to suspend or discontinue the availability of the Site, any Service, and to remove any Content at any time at its sole discretion and without prior notice. Azylo may also impose limits on certain features and Services or restrict your access to parts of or all of the Site and the Services without notice or liability. The Site should not be used or relied upon for storage of your Content and you are directed to retain your own copies of all Content posted on the Site.
You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar, or obscene.
You are responsible for maintaining the confidentiality of your password and are solely responsible for all activities resulting from the use of your password and conducted through your Azylo account.
Services are available to authorized representatives of legal entities and to individuals who are either (i) at least 18 years old to license Content through Azylo, or (ii) at least 14 years old, and who are authorized to access the Site by a parent or legal guardian. If you have authorized a minor to use the Site, you are responsible for the online conduct of such minor, and the consequences of any misuse of the Site by the minor. Parents 7 and legal guardians are warned that the Site may display Content containing nudity and violence that may be offensive to some.
The Services are for use by a) individuals who own Content; and b) entities that represent owners of Content including, but not limited to, galleries, agents, representatives, distributors, and other market intermediaries. We are currently not accepting video content to upload on the Site. If you are the owner of the Content, but not the creator, you are not allowed to upload content for the purposes of self-advertising.
All Content posted or otherwise submitted to the Site, and any comments, or other communications (“Communications”, with Content and Communications collectively referred to as “Content”) is the sole responsibility of the account holder from which such Communications originate. You acknowledge and agree that you, and not Azylo, are entirely responsible for all Content that you post, or otherwise submit to the Site, including via messages exchanged through Azylo’s messenger service. Azylo does not control user submitted Content and, as such, does not guarantee the accuracy, integrity, or quality of such Content. You understand that by using the Site, you may be exposed to Content that is offensive, indecent, or objectionable.
As a condition of use, you promise to abide by our Content Guidelines and not to use the Services for any purpose that is unlawful or prohibited by these Terms, or any other purpose not reasonably intended by Azylo. By way of example, and not as a limitation, you agree not to use the Services:
1) To abuse, harass, threaten, impersonate, or intimidate any person;
2) To post or transmit, or cause to be posted or transmitted, any Content that is libelous, defamatory, obscene, pornographic, abusive, offensive, profane, or that infringes any copyright or other right of any person;
3) To communicate with Azylo representatives or other users in an abusive or offensive manner;
4) For any purpose (including posting or viewing Content) that is not permitted under the laws of the jurisdiction where you use the Services;
5) To post or transmit, or cause to be posted or transmitted, any Communication designed or intended to obtain password, account, or private information from any Azylo user;
6) To create or transmit unwanted ‘spam’ to any person or any URL;
7) To create multiple accounts for the purpose of voting for users’ Content;
8) To post copyrighted Content that does not belong to you;
9) With the exception of accessing RSS feeds, you agree not to use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; or (iii) bypass any measures we may use to prevent or restrict access to the Site;
10) To artificially inflate or alter vote counts, comments, or any other Service or for the purpose of giving or receiving money or other compensation in exchange for votes and/or in an attempt to alter the result of any contest or promotion, or for participating in any other organized effort that in any way artificially alters the results of Services;
11) To advertise to, or solicit, any user to buy or sell any third party products or services, or to use any information obtained from the Services in order to contact, advertise to, solicit, or sell to any user without their prior explicit consent;
12) To promote or sell Content of another person unless you are expressly authorized to do so; or
13) To sell, assign, or otherwise transfer your Profile or account. To report a suspected abuse of the Site or a breach of the Terms (other than relating to copyright infringement which is addressed under “COPYRIGHT COMPLAINTS” below), please send written notice to azylo at email: [email protected]
You are solely responsible for your interactions with other users of the Site. Azylo reserves the right, but has no obligation, to review disputes between you and other users. This includes the right to review messages exchanged through Azylo’s messenger service, based on any reports that Azylo receives alleging the violation of these Terms through the use of Azylo’s messenger service, including without limitation, reports regarding alleged harassment, indecency, and offensive messages.
If the Services or Site are used in a manner that violates the Terms in any way, Azylo may at its sole discretion, but is not required to, suspend or terminate your account, disable your access to the Site and/or take any steps that it deems appropriate to address the situation.
Azylo maintains a fair storage policy to ensure stable and fast service to all users. The storage limits set forth in the Terms may be changed from time to time without notice and you are responsible for complying with such changes.
Accounts are limited to a maximum of 10 new stories per week and 2,000 photographs/images in total (approximately 60Gb of storage). Any additional storage may result in restrictions on your account including limited access to your Content if the limit is exceeded for several months.
This section of the Terms addresses the licensing and distribution of Content by Azylo, which apply if you have designated your Content for licensing.
Please read this section carefully before posting, uploading, or otherwise submitting any Content to Azylo Licensing. In consideration of azylo’s agreement to allow you to use the Services, you acknowledge and agree that:
1) By submitting Content to Azylo Licensing, you grant to Azylo a non-exclusive or exclusive, transferable, fully paid, worldwide license to use, sublicense, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content in connection with the Services. This license will exist for the period during which the Content is posted on the Site and will automatically terminate upon the removal of the Content from the Site, subject to the terms of any license granted by Azylo or through our authorized distributors and these Terms;
2) The license granted to Azylo includes the right to use Content fully or partially for promotional reasons and to distribute and redistribute Content to other parties, websites, authorized agents, applications, and other entities, provided such Content is attributed in accordance with the required credits (i.e. username, profile picture, title, descriptions, tags, and other accompanying information) if any and as appropriate, as submitted to Azylo, and subject to any credit requirements governing the licensing of Content (notwithstanding the foregoing, no inadvertent failure to provide appropriate attribution shall be considered a breach of these Terms);
3) When you submit to Azylo Licensing, you waive any moral rights (and any similar rights) with respect to the Content to the extent permitted by law, and if no waiver is permitted, you agree not to enforce the right against Azylo or our distributors or clients;
4) Azylo and our distributors have the right to modify, alter and amend texts, photo titles, descriptions, tags, metadata and other accompanying information for any Content submitted to Azylo Licensing and the right to submit this Content to other parties and authorized agents for the purpose of creating tags for Content;
5) Azylo and our distributors shall have complete and sole discretion regarding the terms, conditions, and pricing of Content licensed to clients without your approval or consultation. Azylo and our distributors may also enter into licensing arrangements for a quantity of Content (that may include non-azylo content) and may need to calculate royalties based on a ratio of your Content licensed to the total number of Content licensed;
6) Azylo uses industry recognized software and measures to restrict the ability of users and visitors to the Site to make high resolution copies of Content posted on the Site. Notwithstanding the foregoing, Azylo makes no representation and warranty that Content posted on the Site will not be unlawfully copied without your consent. Azylo does not restrict the ability of users and visitors to the Site to make low resolution or ‘thumbnail’ copies of Content posted on the Site and you hereby expressly authorize Azylo to permit users and visitors to the Site to make such low resolution copies of the Content; Subject to the foregoing terms, ownership or other rights in the Content including any intellectual property rights or other proprietary rights associated with the Content are retained by you or the Content owner represented by you, unless reflected otherwise in a separate agreement with Azylo. Azylo owns all right, title and interest, including all copyrights that arise apart from the copyright in Content, to all types of derivative works created by or for Azylo or our distributors that contain more than one work of Content and/or other content; and
7) While Azylo takes commercially reasonable steps to ensure that your rights are not
violated, Azylo has no obligation to pursue legal action against any alleged infringer of
any rights in and to any Content.
You further represent and warrant that:
1) You are the sole and exclusive owner, or you are the authorized representative of the owner(s) of all rights, including all copyrights in and to all Content you submit to the Site;
2) You have the full and complete authority and right to enter into this agreement and to grant to Azylo the rights in the Content that you have granted, and that no further permissions from, or payments to, any other party are required;
3) You are not violating or breaching any agreement with any other party by submitting Content to Azylo;
4) The Content is original and it does not infringe the copyright of any third party, and will not contain any matter which violates any applicable law, rule or regulation and will not defame, violate the right or privacy or publicity, or infringe the trademark, intellectual property rights or proprietary rights, of any third party;
5) The Content does not include any material that would be considered to be obscene or pornographic;
6) You have not granted to any third party any rights or interest in any Content that conflicts with any of the rights granted to Azylo under these Terms, including without limitation, allowing any other party to license or distribute Content designated for exclusive licensing by Azylo;
7) Any caption information, keywords, metadata, copyright management information or other information submitted with the Content is relevant, accurate, and complete, and does not contain false or misleading information, and it complies with Azylo’s applicable submission guidelines;
8) A valid release, either model/and or property, has been obtained where necessary and appropriate for any Content and Azylo may use such Content without obtaining any additional consents or permissions or the payment of additional fees to any third parties; and
9) The Content does not contain any viruses, spyware, Trojan horses, time bombs, or other similar harmful or deleterious programming routines or code.
You do not have any right to terminate the permissions granted herein, nor to seek, obtain, or enforce any injunctive or other equitable relief against Azylo, all of which such rights are hereby expressly and irrevocably waived by you in favor of Azylo.
1) If your Content is designated for licensing, Azylo may elect to license and/or distribute the Content for licensing at our sole discretion. Azylo may provide (and update from time to time) Content submission requirements and you agree to comply with Azylo’s then current submission guidelines.
2) You may be asked to electronically submit model or property releases (collectively, “Releases”) associated with the Content. Model releases are required if the Content depicts recognizable people, either by face or other identifying attributes and property releases are required if the Content depicts distinctive real or personal property. Releases must contain substantially the same terms as the sample releases that can be downloaded from azylo at these links: https://azylo.com/docs/ModelReleaseForm.pdf and https://azylo.com/docs/LocationReleaseForm.pdf.
Azylo may provide redacted releases to its clients, distributors, or third parties, in response to any threatened or asserted legal claim, or otherwise required by law. Please seek independent legal advice if you have any questions about whether releases are required for your Content.
3) Azylo will comply with your written request to remove Content for licensing and distribution within 180 days of receiving such a request. Such a request must be accompanied by an electronic list (in a format acceptable to Azylo) of the Azylo content code(s) for the respective Content to enable us to delete the respective work from our licensing platforms and distribution network. If you request an expedited removal of Content in writing because of legal concerns, we will make a reasonable effort to comply with such a request. Azylo will request any distributor remove such Content, but Azylo shall not be responsible if a distributor fails to remove Content after receiving written notice from Azylo requesting removal.
a. Nothing herein will require Azylo to cancel or amend any license in any Content that was issued prior to receiving a notice of removal from you or before such Content is removed. Moreover, Azylo shall have the right to continue licensing any such Content and using it for marketing, advertising, or promotional purposes for a further period of ninety (90) days following the effective termination/removal date for such work, subject to these Terms, unless you have requested removal of the Content due to legal concerns. Azylo will notify you if we or any distributor issued any exclusive
licenses for Content that you wish to remove and you (or your representatives and agents) must not issue any licenses that conflict with the terms of such exclusive licenses.
b. Azylo may remove Content based on marketability, failing to comply with submission guidelines, or for any reason at our sole discretion. Any license granted prior to removal or termination of these Terms shall remain valid in accordance with the terms of our or our distributor’s applicable license agreement
1) Subject to these Terms, you grant Azylo either an exclusive or a non-exclusive license to market, sell, and distribute Content throughout the world, either ourselves or through our distributors, and to reproduce, distribute, publish, transmit, broadcast, display, exhibit, adapt, crop, modify, recast, or enhance, any Content, alone or in combination with any other material, in any media or embodiment, now known or later developed, for any lawful purpose, including the right to distribute and sell consumer products (i.e., images reproduced on products such as posters, calendars, stationery, gift items, merchandise, etc.).
2) In the event you elect to submit Content to Azylo on an exclusive basis, you agree not to license or distribute the Content or any Similars (i.e., a set of images or text that is identical or substantially similar to the Content) to any other party unless the exclusivity expires. You may use such exclusive Content or Similars solely for personal, non-commercial purposes, such as in your portfolio, exhibition, personal website, and self-promotion, but you must refer any licensing requests for exclusive Content or Similars to Azylo.
3) You grant Azylo and our distributors, the right, but not the obligation, to use your name, trademarks, and trade names, and the right to reproduce, display, transmit, broadcast, and adapt any Content to promote, advertise, and market Azylo, and our distributors; and you agree that no compensation or further consent is required for such use. Marketing may include the use of Content on social media sites. Additionally, the rights granted herein will include the right to use Content as necessary to test or evaluate any technologies, systems, or processes that Azylo or our distributors may use to fulfill obligations and exercise any rights granted under these Terms.
4) Right to Commence Legal Action. Provided you have elected to grant us exclusive rights in Content, you grant Azylo and our distributors the exclusive right, at our or our distributors’ sole expense, to determine in its/their sole and reasonable discretion, without obligation, if and when any legal action shall be pursued with regard to the Content, and to defend claims and counterclaims related to the Content. Azylo and/or
our distributors shall have complete discretion regarding their choice of attorney in any legal actions. Any settlement or resolution of a legal action shall not be subject to your prior approval; however we shall not enter into any settlement or resolution that shall impair your ownership or copyright in the Content without your prior written consent. You agree to cooperate in any legal action by all reasonable assistance upon request. If we decline to bring a legal action, you retain the right to bring an action in your own name at your own expense.
1) On a monthly basis, azylo shall remit to you the following percentages of Net License Fees Azylo receives from the licensing of Contributor’s Content: a. For Content submitted for exclusive licensing, Azylo shall remit to you (i) Seventy Percent (70%) of Net License Fees Azylo receives from the licensing of your Content. b. For Content submitted for non-exclusive licensing, Azylo shall remit to you Fourty Percent (40%) of Net License Fees Azylo receives from the licensing of your Content. c. For the purposes of these Terms, Net License Fees means the gross license fees received by Azylo after deduction of currency conversion costs, sales tax, use tax, or any other taxes or duties, bank transfer fees, and distributor royalties and commission, if applicable; and similar expenses.
2) All payments to you shall be made in EUR. Azylo will use commercially reasonable efforts to pay you by no later than fifteen (15) business days following the end of the reporting month in which your account has accrued a minimum balance of EUR 30.00. Contributor may elect to receive payments through an online payment processor. Azylo’s payment to such processor shall fulfill its obligation to make payments to you.
3) Azylo shall provide your statement of Net License Fees in your password-protected account. Azylo and our distributors may offer license models and price agreements that make Content available for use by clients on a high-volume basis and the frequency and methodology for reporting and paying Net License Fees may vary in order to facilitate such high-volume licensing. You are solely responsible for maintaining updated contact information with Azylo. In the event Azylo is unable to contact you or remit Net License Fees to you for a period of twelve (12) months, Azylo may, in its sole discretion, terminate your registration and remove your Content.
4) In the event that a refund of payment received or accrued from a third party is required, Azylo is specifically authorized to deduct your share of this overpayment from any subsequent amount due to you.
5) You are solely responsible for completing any necessary forms in order to receive payment. Azylo shall deduct any amounts from the compensation that it is legally required to deduct.
Azylo reserves the right to remove any Content that allegedly infringes another person’s copyright. In appropriate circumstances, Azylo will terminate the accounts of users who infringe copyright. Notices to Azylo regarding any alleged copyright infringement should be directed to Azylo via email at: [email protected]
If you believe in good faith that your work has been copied in a way that constitutes copyright infringement, please provide us (either directly or through your authorized representative) with a written notice containing the following information:
a. Your name, address, telephone number, and email address (if any);
b. A description of the copyrighted work that you claim has been infringed;
c. A description of where on the Site the material that you claim is infringing may be found, sufficient for Azylo to locate the material (e.g., the URL);
d. A statement that you have a good faith belief that the use of the copyrighted work is not authorized by you, your agents, or the law and is not a fair use;
e. A statement by you UNDER PENALTY OF PERJURY that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and
f. Your electronic or physical signature.
If we remove or disable access to Content in response to a notice of Infringement, we will make reasonable attempts to contact the user who posted the affected Content. If you feel that your Content is not infringing, you may provide Azylo with a counter notice in writing to the attention of “Copyright Infringement Counter Notification” at [email protected] You must include in your counter notice sufficient information to enable Azylo to make a reasonable determination. Please note that you may be held accountable for damages (including costs and attorneys’ fees) if you materially misrepresent that your Content is not infringing the copyrights of others.
If you believe that your material has been removed by mistake or misidentification, please provide Azylo with a written counter-notification containing the following information:
a. Your name, address, telephone number, and email address (if any);
b. A description of the material that was removed and the location on the Website (e.g., the URL) where it previously appeared;
c. A statement UNDER PENALTY OF PERJURY that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification;
d. A statement that you consent to the jurisdiction of the District Court for the judicial district in which your address is located, or any jurisdiction in which you may be properly served, and that you will accept service of process from the person who filed the original notice or an agent of that person; and
e. Your electronic or physical signature.
If you have any questions about copyright infringement or the notification and counternotification process under the Digital Millennium Copyright Act (the “DMCA”), we recommend that you speak with an attorney
The Services may provide, or third parties may provide, links to other sites or resources. Because Azylo has no control over such sites and resources, you acknowledge and agree that Azylo is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Azylo shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such site or resource.
You hereby expressly and irrevocably release and forever discharge Azylo, its affiliated and associated companies and its authorized distributors, and their respective directors, officers, employees, agents, representatives, independent and dependent contractors, licensees, successors and assigns of and from any and all actions, causes of action, suits, proceedings, liability, debts, judgments, claims, and demands whatsoever in law or equity which you ever had, now have, or hereafter can, shall or may have, for or by reason of, or arising directly or indirectly out of your use of the Site and the Services.
You hereby agree to indemnify and hold harmless Azylo, its affiliated and associated companies and its authorized distributors, and their respective directors, officers, employees, agents, representatives, independent and dependent contractors, licensees, successors and assigns from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary, and indirect damages), and reasonable attorneys’ fees, resulting from or arising out of (i) a breach of these Terms, (ii) Content posted on the Site, (iii) the use of the Services, by you or any person using your account or Azylo Username and password, (iv) the licensing, distribution, or use of your Content, or (v) any violation of any rights of a third party. Azylo reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.
Azylo, azylo, azylo.com, and other Azylo graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks, or trade dress of Azylo. Azylo’s trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Azylo.
Azylo may terminate or suspend any and all Services and/or your Azylo account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms. Upon termination of your account, your right to use the Services will immediately cease. If you wish to terminate your Azylo account, you must do so in writing and it will result in the removal of your Content from the Site pursuant to these Terms. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership and rights provisions and warranties, your entitlement to the payment of royalties, warranty disclaimers, indemnity and limitations of liability.
Upon termination (by Azylo or you), Azylo will remove your Content from licensing within 180 days and will inform all distributors that the Content should be removed during that time period, provided however that Azylo (and our distributors) may retain digital copies of Content for archival and record-keeping purposes. Azylo will continue to make payments due to you after termination in accordance with these Terms. Azylo shall not be responsible for distributors who do not comply with Azylo instructions to remove Content in a timely manner.
It is your responsibility to retain copies of your Content because Azylo will automatically remove and delete Content from your account prior to termination.
YOUR USE OF THE SITE AND THE SERVICES IS AT YOUR OWN RISK. THE SITE AND THE SERVICES ARE PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS. AZYLO EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. AZYLO DISCLAIMS ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATED TO (A) ANY ERRORS IN OR OMISSIONS FROM THIS SITE AND THE SERVICES, INCLUDING, BUT NOT LIMITED TO, TECHNICAL INACCURACIES AND TYPOGRAPHICAL ERRORS, (B) THIRD PARTY COMMUNICATIONS, (C) ANY THIRD PARTY WEBSITES OR CONTENT DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS IN THE SITE, INCLUDING BUT NOT LIMITED TO ANY ERRORS OR OMISSIONS, (D) THE UNAVAILABILITY OF ALL OR ANY PART OF THE SITE OR THE SERVICES, (E) YOUR USE OF THE SITE OR THE SERVICES, OR (F) YOUR USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THE SITE OR THE SERVICES.
EXCEPT AS OTHERWISE PROVIDED BY LAW, NEITHER AZYLO NOR ANY OF ITS AFFILIATES, PARENTS, SUBSIDIARIES, AUTHORIZED DISTRIBUTORS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CLIENTS, OR AGENTS SHALL BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM YOUR USE OF THE SITE, ANY FACTS OR OPINIONS APPEARING THEREON, OR THE SERVICES. AZYLO SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SITE OR SERVICES. TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS PROHIBITED OR FAILS OF ITS ESSENTIAL PURPOSE, AZYLO’S SOLE OBLIGATION TO YOU FOR DAMAGES SHALL BE LIMITED TO (A) EUR100.00 IF THE CLAIM IS UNRELATED TO THE LICENSING OF CONTENT; OR (B) THE TOTAL FEES COLLECTED BY AZYLO FOR THE CONTENT THAT IS THE SUBJECT MATTER OF THE CLAIM IF THE CLAIM IS RELATED TO THE LICENSING OF CONTENT, WITH THE UNDERSTANDING THAT AZYLO IS NOT RESPONSIBLE FOR THE MISUSE OF CONTENT BY DISTRIBUTORS OR ANY OTHER THIRD PARTY UNDER ANY CIRCUMSTANCES.
YOU AND AZYLO AGREE THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE ARISING HEREUNDER WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND THAT YOU WILL NOT SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, A REPRESENTATIVE ACTION, A COLLECTIVE ACTION, A PRIVATE ATTORNEY-GENERAL ACTION, OR IN ANY PROCEEDING IN WHICH YOU ACT OR PROPOSE TO ACT IN A REPRESENTATIVE CAPACITY. YOU FURTHER AGREE THAT NO PROCEEDING WILL BE JOINED, CONSOLIDATED, OR COMBINED WITH ANOTHER PROCEEDING WITHOUT THE PRIOR WRITTEN CONSENT OF AZYLO AND ALL PARTIES TO ANY SUCH PROCEEDING.
1) Controlling Law. The Terms shall be governed by and construed in accordance with the laws of the Slovak republic and European Union, as applicable, without regard to conflicts of laws principles. The United Nations Convention on the International Sale of Goods does not apply and is expressly excluded.
2) Disputes and Arbitration. Any controversies or disputes arising out of or relating to these Terms shall be resolved by binding arbitration in accordance with the then current Commercial Arbitration Rules of the International Center for Dispute Resolution to be held in the following jurisdiction: Liptovsky Mikulas, Zilinsky kraj, Slovak republic, European Union. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of these Terms. The arbitration proceeding shall be conducted in Slovak and all documentation shall be presented and filed in Slovak. The arbitrator shall not have the authority to modify any provision of these Terms or to award punitive damages. The arbitrator shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. The prevailing party shall be entitled to recover its reasonable legal costs relating to that aspect of its claim or defense on which it prevails, and any opposing costs awards shall be offset. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under these Terms. The parties agree that, notwithstanding any otherwise applicable statute(s) of limitation, any arbitration proceeding shall be commenced within two years of the acts, events, or occurrences giving rise to the claim.
3) Confidentiality Obligation. For as long as either party possesses any confidential information, each party agrees to not disclose any Confidential Information of the other party to any third party or use any of the Confidential Information except as necessary to perform that party’s obligations under these Terms. Confidential information includes without limitation information concerning marketing plans, financial results, pricing schedules, product lines, product plans, proprietary technology, research information, practices, trade secrets, and any and all other information as deemed confidential by the disclosing party which is not generally known to the public.
4) Assignment. These Terms shall be binding upon and shall inure to the benefit of the parties’ heirs, executors, administrators, successors, and permitted assigns. Azylo may assign its rights and obligations under these Terms, including without limitation, any assignment resulting from any corporate reorganization, merger, sale of substantially all the assets to which these Terms relate. Your obligations under these Terms are personal and may be assigned only with Azylo’s prior written consent; however, your right to receive payment may be assigned without Azylo’s prior consent.
5) Relationship of the Parties. Nothing in these Terms will constitute the relationship of an employer and employee, a principal-agent, partnership, or a joint venture between the parties. You are responsible for obtaining and maintaining all applicable business licenses and insurance, and for timely payment of all income, payroll, and employment-related taxes, including without limitation all unemployment, workers compensation, income tax withholding, social security, and any other taxes of any nature.
6) Notices. Notices to be served in accordance with these Terms may be served by email, or by mail, at the election of Azylo. However, email shall be the predominant source of communication. You agree to notify Azylo of any change in your email or mail address for the purpose of notification pursuant to this Agreement.
7) Severability. In the event that any provision of these Terms shall be unenforceable or invalid under any applicable law, or so held by applicable court decision, such enforceability or invalidity shall not render these Terms unenforceable or invalid as a whole, and in such event such provision shall be changed and interpreted so as to best accomplish the objectives of such provision.
8) Entire Agreement. These Terms incorporate the entire understanding of the parties concerning the subject matter contained herein and merges and/or supersedes all prior and contemporaneous communications and/or agreements. No action of Azylo, other than the express or written waiver or amendment, may be construed as a waiver or amendment of these Terms.
Last updated: March 1, 2022