Terms of Service
Last Updated On: 01 November 2023
Before using our Services (as defined below) please read these Terms of Service carefully. By clicking “accepted and agreed to,” You agree to these terms and conditions.
1.1. These Terms of Service (“Terms of Service”) constitute an agreement by and between EX UNO PLURES LLC ("EX UNO PLURES", “us” or “we”), a corporation whose principal place of business is 20 East 68th Street NEW YORK, NY, 10065, carrying on business as EX UNO PLURES and the other business entity executing this agreement (“Client” or “you”). This agreement is effective as of the date Client clicks “accepted and agreed to” (the “Effective Date”).
1.2. These Terms of Service describes the terms and conditions that govern your access and use of certain EX UNO PLURES products or services, including https://www.exunoplures.hu/ website offered by EX UNO PLURES. In addition, when you use any current or future EX UNO PLURES services, content or other materials, you also will be subject to the EX UNO PLURES Subscription Agreement or other agreement governing your use of our services (the “Agreement”).
1.3. In addition, EX UNO PLURES reserves the right to terminate access to the Websites or the Services for any reason, and to take any other actions that EX UNO PLURES, in its sole discretion, believes to be in the interest of the company and some or all of its users and customers. EX UNO PLURES reserves the right to modify these disclaimers, terms, and conditions of access, without advance notice.
1.4. IMPORTANT NOTICE - CLASS ACTION WAIVER: BY AGREEING TO BE BOUND BY THE TERMS OF SERVICE, YOU AGREE THAT ALL DISPUTES BETWEEN US, WHETHER IN COURT OR IN ARBITRATION, WILL BE BROUGHT ONLY ON AN INDIVIDUAL BASIS AND YOU ARE WAIVING YOUR RIGHT TO BRING OR PARTICIPATE IN A CLASS ARBITRATION OR CLASS ACTION. PLEASE READ SECTION 18 OF THIS AGREEMENT FOR FURTHER DETAILS.
1.6. Whether you want to use EX UNO PLURES’s Services, you’ll need to accept these Terms of Service so that it’s clear what your and our legal rights and obligations are. Your access and use of our Services is, at all times, conditional on you agreeing to these Terms of Service. Accordingly, if at any time you do not agree, or cannot comply, with these Terms of Service, you must not access or use any of our Services.
1.7. Each party acknowledges that it has read these Terms of Service, understands it, and agrees to be bound by its terms, and that the person signing on its behalf has been authorized to do so. The person executing these Terms of Service or any Agreement on Client’s behalf represents that he or she has the authority to bind Client to these terms and conditions.
2.1. “Account” means a dedicated profile created by or on behalf of the Client as a service area for the Client for the purposes of subsequent provision of Services and invoicing.
2.2. “Affiliate” means in respect of a party, any entity that from time-to-time, directly or indirectly, Controls, is Controlled by, or is under common Control with that party, and any other entity agreed in writing by the parties as being an Affiliate in respect of either party.
2.3. “Authorized User” means the person that Client allows to access and use the Services on its behalf designated in writing to EX UNO PLURES to use and access the Services.
2.4. “Claim” means an IPR Claim or a third-party claim against EX UNO PLURES where Client has indemnity obligations under these Terms of Service.
2.5. “Client” has the meaning defined under Section 1.1. The Website and the Services are intended for use solely by businesses.
2.6. “Client Data” means all data and information that Client provides to EX UNO PLURES in relation to the Services.
2.7. “Confidential Information” means any and all information or data, in whatever form or storage medium, whether tangible or intangible, and whether disclosed directly or indirectly before or after the conclusion of these Terms of Service by or on behalf of the Discloser to the Recipient in writing, orally, through visual means, or by the Recipient's evaluation, observation, analysis, inspection or other study of such information, data or knowledge, which is now or at any time after the conclusion of these Terms of Service owned or controlled by the Discloser. Confidential Information shall also include any information which, by its nature, would reasonably be considered to be of a confidential nature either intrinsically or due to the context and circumstances in which it was disclosed.
2.8. “Control” means the ownership of, or power to vote in respect of, at least 50% of the voting stock, shares or interests of an entity.
2.9. “Data Protection Legislation” means any and all international, federal, state, provincial and local data privacy laws applicable to Client, such as, by way of example, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation, “GDPR”), the UK Data Protection Act 2018, the California Consumer Privacy Act of 2018 and other relating laws, rules, regulations, directives and governmental requirements currently in effect and as they become effective.
2.10. “Discloser” means a party disclosing its Confidential Information to the Recipient.
2.11. “Fees” mean the fees paid or payable by Client as set forth in the Subscription Agreement.
2.12. “Intellectual Property Rights” mean
2.12.1. all registered or unregistered rights in patents, inventions, designs, copyright and related rights, rights in software, database rights, knowhow and Confidential Information, trademarks and related goodwill, trade names and rights to apply for registration in related to these;
2.12.2. all other rights of similar nature or having an equivalent effect anywhere in the world that currently exist or are recognized in the future;
2.12.3. all applications, extensions, continuations and renewals in relation to any such rights.
2.13. “IPR Claim” means any claim or action made or threatened by a third party against Client that (i) arises directly and solely from the access and use of the Services by Client or Authorized Users (excluding Client Data), (ii) is valid and enforceable in the legal jurisdiction in which the IPR Claim is commenced, and (iii) asserts the infringement of the Intellectual Property Rights of that third party.
2.14. “Permitted Third-Party Recipients” mean Recipient’s and its Affiliates’ owners, employees, agents, contractors, financial, legal and other professional advisors who need access to the Confidential Information for the purposes of exercising the Recipient’s rights or carrying out its obligations specified in these Terms of Service.
2.15. “Personal Data” means personal data as defined under applicable Data Protection Legislation.
2.16. “Recipient” means a party receiving Confidential Information from the Discloser.
2.17. “Sanctions Regime” means all applicable laws and regulations with regards to anti-bribery, anti-corruption, prevention of money laundering and financing of terrorism, economic sanctions, export controls, import regulations and trade embargoes, (targeted) asset freeze and prohibition to make funds available, travel restrictions, prohibition to satisfy claims, financial measures and restrictions on a variety of financial markets and services, investment restrictions, directions to cease business and other restrictions.
2.18. “Services” means the services that EX UNO PLURES directly offers from time-to-time through the Website, including the use of the Website itself. The specific details of the Services offered are outlined in the Subscription Agreement or any custom agreement entered into between EX UNO PLURES and the Client.
2.19. “Subscription Agreement” means the agreement for providing the Services that was individually negotiated and duly executed by EX UNO PLURES and Client.
2.20. “Subscription Term” means the period of time Client and its Authorized Users are entitled to access and use the Services.
2.21. “Third-Party Services” means any service that is offered by a third party other than EX UNO PLURES that is related to the provision of the Services in any way.
2.22. “Website” means https://www.exunoplures.hu/
3. GENERAL CONDITIONS
3.1. If you choose to use certain EX UNO PLURES products or services displaying or otherwise governed by these Terms of Service, including https://www.exunoplures.hu (the “Website”), any of the features of the Site, or you choose to subscribe to the available research reports (the “Research Reports”) as well as ordering interactions such as meetings and conference calls with the author of the Research Reports (throughout these Terms of Service, Research Reports and interactions are collectively referred to as the “Services”), you will be agreeing to abide by all of the terms and conditions of these Terms of Service between you and EX UNO PLURES.
3.2. We may change, add or remove portions of these Terms of Service at any time by notifying you of the change in writing (including by email or by updating the date above after “Last Updated On”). Such changes shall become effective immediately upon posting. It is your responsibility to review these Terms of Service prior to each use of the Site.
3.3. If any of the terms and conditions of these Terms of Service, or any future changes, are unacceptable to you, you may (I) cancel your account (see Section 16. regarding termination of Service) and/or (ii) discontinue your use of the Services. Your continued use of the Services now, or following the posting of updated Terms of Service, will indicate acceptance by you of such Terms of Service, changes, or modifications.
3.4. We may change, suspend or discontinue any aspect of the Services at any time, including the availability of any Services feature, database, or content. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability.
3.5. No consumers. Client may not use the Website and the Services in a consumer capacity. The Website and the Services are intended for use by businesses.
3.6. To get access to EX UNO PLURES’s Services, Client needs to claim an Account on EX UNO PLURES’s Website.
4. EX UNO PLURES SERVICES
4.1. EX UNO PLURES grants to the Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable and terminable license for the number of Authorised Users designated in writing to EX UNO PLURES to use and access EX UNO PLURES’s Services on the terms and subject to the conditions of these Term of Services. EX UNO PLURES grants no other rights, implied or otherwise. In case the Client elects to change the number or identity of the Authorised Users during the then-current Subscription Term, the Client will inform EX UNO PLURES accordingly. The charges to the Client will be increased as deemed appropriate by EX UNO PLURES.
4.2. The contents of the Services, including the Site, are intended for the Client’s internal proprietary business purposes. All materials published or available on the Services (including, but not limited to text, photographs, images, illustrations, designs, audio clips, video clips, “look and feel,” metadata, data, or compilations, all also known as the "Content") are protected by copyright, and owned or controlled by EX UNO PLURES or the party credited as the provider of the Content. EX UNO PLURES also owns copyright in the selection, coordination, compilation, and enhancement of such Content (“Arrangement”). You shall abide by all additional copyright notices, information, or restrictions contained in any Content accessed through the Service.
4.3. The Services and Content are protected by copyrights, trademarks, patents, trade secrets, database rights, sui generis rights and other intellectual or proprietary rights therein pursuant to U.S. and international laws. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create new works from, distribute, perform, display (including framing and inline linking), communicate to the public or in any way exploit, any of the Content (or its Arrangement) or the Services in whole or in part.
4.4. The information provided in the Research Reports is password protected and is strictly intended for the exclusive use of current subscribers. Authorised Users will be provided with one-time password (OTP) tokens each time they want to access the Research Reports. The Client agrees that the tokens provided to the Authorised Users will remain in the sole and exclusive province of those Authorised Users. The Client will notify the EX UNO PLURES of any unauthorized use of the tokens.
4.5. The Client agrees to keep the Services confidential from entities or persons other than staff of the Client and its Affiliates. Consequently, the Client will not disclose, copy, publish, distribute, participate in the transfer or sale of, communicate to the public or transmit any of the information distributed through the Research Reports, in or through any media including by e-mail, to any entities or persons other than such employees, without the prior written consent of EX UNO PLURES. The Client acknowledges and EX UNO PLURES confirms that EX UNO PLURES owns all rights to the Services provided, including all copyrights. The Client will not contest such rights of EX UNO PLURES.
5. REGISTRATION AND ACCOUNT SECURITY
5.1. As part of the registration or account creation process, Client will create login credentials for the Authorised Users by selecting a password and providing an e-mail address. Client also can be requested to provide certain registration information, which must be accurate and updated.
5.2. Client shall ensure that the Account login credentials are managed in accordance with industry-standard password management requirements.
5.3. Each registration is for a single user only. You are not allowed to share your registration login credentials or give your login credentials to anyone else. EX UNO PLURES may cancel or suspend your access to the Services if you share your login credentials. You are responsible for maintaining the confidentiality of your password, which you will not have to reveal to any representative or agent of EX UNO PLURES.
5.4. If your access to any Service has been provided by or through a third party (for example, your employer) (the“Client”), the Client may have provided us with information about you to enable us to provide you with access to the Services and distinguish you from other subscribers (such as your IP address, email address or name).
6. CLIENT OBLIGATIONS
6.1. Client will ensure that all information provided to EX UNO PLURES via the Website (e.g., information provided in connection with the registration for the Services) is accurate, complete, and not misleading.
6.2. All Client obligations under these Terms of Service shall apply fully to the Authorised Users. Client is solely responsible to ensure that the Authorised Users access and use the Services in full compliance with these Terms of Service. Client is solely responsible for all conduct and activities of Authorised Users and any other person who accesses and uses the Services using Client’s or Authorised User’s login credentials and Client assumes all liability towards EX UNO PLURES therefore. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your Account, at our sole discretion, and we may refer you to appropriate law-enforcement agencies.
6.3. Client shall notify EX UNO PLURES without delay at of any known or suspected unauthorized use(s) of your Account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of password or credit card information.
6.4. Client represents, covenants, and warrants that Client and the Authorized Users will use the Services only in compliance with the terms and conditions of these Terms of Service and all applicable laws and regulations. Client hereby agrees to indemnify and hold harmless EX UNO PLURES against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from violation of the foregoing or otherwise from Client’s or Authorised User’s use of Services. Although EX UNO PLURES has no obligation to monitor Client’s use of the Services, EX UNO PLURES may do so and may prohibit any use of the Services it reasonably suspects may be in violation of the foregoing.
7. ACCEPTABLE USE POLICY
7.1. Client may use the Website and the Services for lawful purposes only. You may not access or use, or attempt to access or use the Services to take any action that could harm EX UNO PLURES or a third party. You may not use the Services in violation of applicable laws or in violation of our or any third party’s intellectual property or other proprietary or legal rights. You further agree that you shall not attempt (or encourage or support anyone else's attempt) to circumvent, decrypt, reverse engineer, or otherwise alter or interfere with the Services, or any content thereof, or make any unauthorized use thereof. Without EX UNO PLURES’s prior written consent, you shall not:
7.1.1. access any part of the Services, Content, data or information you do not have permission or authorization to access or for which EX UNO PLURES has revoked your access;
7.1.2. use robots, service, spiders, scripts, software or any manual or automatic device, tools, or process designed to data mine or scrape the Content, data or information from the Services, or otherwise access or collect the Content, data or information from the Services using automated means;
7.1.3. use services, tools, software or any manual or automatic device, or process designed to circumvent any restriction, condition, or technological measure that controls access to the Services in any way, including overriding any security feature or bypassing or circumventing any access controls or use limits of the Services;
7.1.4. remove any copyright, trademark or other proprietary rights notices contained in the Website, the Services or in any commercial materials;
7.1.5. introduce or upload anything to our Website, or Services that includes a virus or other malicious code;
7.1.6. take action that imposes an unreasonable or disproportionately large load on our network or infrastructure; and
7.1.7. do anything that could damage, disable or change the functioning or appearance of the Website or Services, including the presentation of advertising (if any).
7.2. No one is allowed to collect or harvest any personal data from the Website or any Service. Client may only use the Website and the Services for internal business purposes, unless otherwise authorized by EX UNO PLURES in writing. Client may not distribute any part of, or parts of the Website or the Service, including but not limited to any data or content featured on the Website, in any medium without EX UNO PLURES 's prior written authorization.
7.3. Sanctions Regimes
7.3.1. Client, any individual or any legal entity (and their Affiliates, and their executive officers, employees, owners and ultimate beneficiaries), that are subject to any restrictions under the Sanctions Regimes, are expressly prohibited from accessing and using the Website and the Services. Accordingly, accessing or using the Website and the Services from a location where EX UNO PLURES is unable to provide the Services due to export control laws or economic or other sanctions laws to which EX UNO PLURES is subject is expressly prohibited.
7.3.2. EX UNO PLURES reserves the right, but does not assume the obligation, to investigate any violation of this Policy or misuse of the Services. EX UNO PLURES may report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Such reporting may include disclosing applicable Client Data. EX UNO PLURES also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of this Policy.
7.4. Engaging in a prohibited use of the Services may result in civil, criminal, and/or administrative penalties, fines, or sanctions against the user and those assisting the user.
8. REPRESENTATIONS AND WARRANTIES
8.1. Client acknowledges that all of the Research Reports are for informational purposes only. It is not intended as an offer to buy or sell any investment or security nor as advice or recommendation to participate in any particular trading or investment strategy. The Research Reports are based on or derived from information generally available to the public from sources believed to be reliable. No representation or warranty, express or implied, is made as to the accuracy, timeliness, completeness or continued availability of the Research Reports. Past performance is not an indication or guarantee of future performance, and no representation is made regarding future performance. Opinions expressed in the Research Reports may be changed without notice and may be inconsistent with, and reach different conclusions from, prior or subsequent Research Reports. Research Reports may not be reproduced or redistributed to any other person, in whole or in part, without the prior and express written consent of EX UNO PLURES. Without limitation on the foregoing, the license grant in Section 4.1. above does not include a right to modify, adapt or create derivative works of any material owned by EX UNO PLURES or to use any of EX UNO PLURES’s intellectual property rights in any way not expressly permitted by us.
8.2. Client acknowledges that the information presented during meetings and conference calls are for informational purposes only. The information presented during such interactions is not intended as offers to buy or sell any investment or security nor as advice or recommendation to participate in any particular trade or investment strategy. The purpose of discussing any trade ideas during meetings and conference calls between EX UNO PLURES and the Client is solely to promote discussion and the exchange and testing of ideas. EX UNO PLURES makes no representation or warranty, express or implied as to the accuracy or completeness of the material being presented during meetings and conference calls with the Client.
8.3. Client acknowledges that all information provided by EX UNO PLURES to clients is generalized economic, financial, market, and trading information that is provided to all of EX UNO PLURES’s clients in a similar fashion. The information provided by EX UNO PLURES is not personalized or tailored in any way to suit the needs of the Client’s portfolios or the Client’s trading strategies. Client further acknowledges that EX UNO PLURES will not advise the Client personally concerning the nature, potential, value or suitability of any particular investment, portfolio of investments, transaction, investment strategy or other matter. To the extent any of the content provided as part of the Services may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person. As such, EX UNO PLURES makes no representations and takes no responsibility concerning the suitability of its information or recommendations for particular clients. Information provided by EX UNO PLURES through its Services is intended for sophisticated or accredited institutional investor clients who understand the risks attendant with various investments, trading positions, and trading strategies.
The Client acknowledges that EX UNO PLURES has not priced the Fees in consideration of accepting the risk of any substantial liability to the Client under these Terms of Service or the applicable Subscription Agreement and, therefore, any of EX UNO PLURES’s Services will be provided to the Client on an “as is” basis. Consequently, EX UNO PLURES expressly disclaims any express or implied representations or warranties with respect to any advice, information, predictions, opinions or other content provided as part of the Services. While EX UNO PLURES will make every effort to ensure that the Services are always available, up-to-date and correct, EX UNO PLURES does not warrant that the Services will be uninterrupted or error-free. There may be delays, omissions, interruptions, and inaccuracies in the content or other material made available through the Services. Furthermore, EX UNO PLURES will not have any liability or responsibility to the Client (whether under contract, tort or other theories of recovery) for the Client’s use of or reliance on EX UNO PLURES’s Services, including without limitation for any investment decision the Client may make based on any Services provided by EX UNO PLURES, excluding, for the avoidance of doubt, with respect IPR Claims. Nothing contained in the Services shall be construed as investment advice. EX UNO PLURES is not a registered broker-dealer or investment advisor and does not give investment advice or recommend one product over another. The Client acknowledges that the use of the Services is at its sole risk.
10. LIMITATION OF LIABILITY
EX UNO PLURES and its officers, affiliates, representatives, contractors and employees shall not be responsible or liable with respect to any subject matter of these Terms of Service under any contract, negligence, strict liability or other theory: (a) for any indirect, exemplary, incidental, special or consequential damages (including damages for loss of profits, revenues, customers, opportunities, goodwill, use, or data, collectively, the "Excluded Damages"); (b) for any matter beyond EX UNO PLURES’s reasonable control; or (c) for any amounts that, together with amounts associated with all other claims, exceed the fees paid by Client to EX UNO PLURES for the services under this agreement in the 12 months prior to the act that gave rise to the liability, in each case. These limitations apply even if EX UNO PLURES, or any of its officers, affiliates, representatives, contractors or employees have been advised of the possibility of or could have foreseen any of the excluded damages, and irrespective of any failure of an essential purpose of a limited remedy. If any applicable authority holds any portion of this section to be unenforceable, then the limitations in this Section 10 apply only to the maximum extent permitted by applicable law.
11.1. Client agrees to defend, indemnify, and hold harmless EX UNO PLURES, its affiliates, licensors, and each of their respective employees, officers, directors, and representatives from any and all claims, damages, losses, costs (including reasonable attorneys' fees), and other expenses that arise directly or indirectly out of or from the following: (a) Client’s or any Authorised Users’ use of the Services (including any activities under your EX UNO PLURES account and use by your employees and personnel); (b) breach of these Terms of Service or the applicable Subscription Agreement or violation of applicable law by you or Authorised Users; or (c) a dispute between you and any Authorised User; (d) any allegation that any user activity infringes or otherwise violates the copyright, trademark, trade secret, or other intellectual property or rights of any third party.
11.2. In the event an action is brought against the Client claiming the Client’s use of the Services infringes a third party intellectual property right (the “IPR Claim”), EX UNO PLURES will indemnify, defend and hold harmless the Client, at EX UNO PLURES’s expense, and pay any damages and reasonable costs awarded against the Client in a final, non-appealable judicial decision arising directly from such IPR Claim or that EX UNO PLURES agrees to pay in any settlement of the infringement action provided that (i) Client notifies EX UNO PLURES promptly on becoming aware of an infringement action, (ii) EX UNO PLURES has sole control over the defense of the claim and any negotiation for its settlement or compromise, and (iii) the Client provides reasonable cooperation to EX UNO PLURES, at EX UNO PLURES’s expense, in the defense of the claim. Any settlement shall include a written release for the Client and shall not impose any monetary obligation on the Client without the Client’s prior written consent.
12. TEMPORARY SUSPENSION
12.1. EX UNO PLURES may suspend Client’s or any Authorised User’s right to access or use any portion or all of the Services immediately upon notice to you if we determine:
12.1.1. Client’s or an Authorised User’s use of the Services (i) poses a security risk to the Services or any third party, (ii) could adversely impact our systems, the Services or the systems or Content of any other EX UNO PLURES’s client, (iii) could subject us, our affiliates, or any third party to liability, or (iv) could be fraudulent;
12.1.2. Client is, or any Authorised User is, in breach of these Terms of Service or the applicable Subscription Agreement;
12.1.3. Client is in breach of payment obligations under Section 14; or
12.1.4. Client has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
12.2. If EX UNO PLURES suspends your right to access or use any portion or all of the Services you remain responsible for all fees and charges you incur during the period of suspension.
13.1. Subscription Term. Subscription Term, as specified in the Subscription Agreement is a definite period of time with start date and end date. The Initial Term and any Renewal Terms are together referred to herein as the “Subscription Term”. Most subscriptions with definite subscription period run for 12 months, but the specific duration of the Subscription Term will be listed in the commercial materials that are issued or presented to Client when Client agrees to purchase that subscription.
13.2. Subscriptions. EX UNO PLURES offers to Client access to the Services by way of subscriptions. The subscription pricing may vary by region. The price and any other terms that are specific to the actual subscription are set out in the Subscription Agreement that Client accepts when agrees to purchase that subscription. If Client and EX UNO PLURES have agreed to make changes to the scope of the actual subscription during the subscription period (for example, adding additional services or additional Authorised Users), EX UNO PLURES may ask Client to sign or accept updated commercial materials and in such a case, EX UNO PLURES reserves the right to increase the price accordingly.
14. FEES AND PAYMENTS
14.1. Client will pay all Fees specified in the applicable Subscription Agreement. Except as otherwise specified herein or in the applicable Subscription Agreement, (i) Fees with respect “Search Reports” are based on Services subscriptions purchased and not actual usage, (ii) payment obligations are non- cancellable and Fees paid are non-refundable, (iii) Fees are payable in full and in advance of the start date of the subscription period and (iv) quantities purchased cannot be decreased during the relevant subscription term.
14.2. Client shall pay the Fees via a valid and approved payment method (e.g.: invoicing payment method and via wire transfer) and in the currency as indicated in the applicable Subscription Agreement.
14.3. In case of renewal, the annual fees due for each renewal term will be invoiced to Client by EX UNO PLURES no later than thirty (30) days prior to the commencement of such renewal term and will be due and will be paid to EX UNO PLURES by Client no later than the commencement of such renewal term.
14.4. EX UNO PLURES will issue invoices as required in accordance with applicable laws.
14.5. All Fees stated in the applicable Subscription Agreement or in any marketing material are net of any applicable taxes. Client is solely responsible for, and will pay all applicable taxes associated with any payment made to EX UNO PLURES.
14.6. EX UNO PLURES reserves the right at any time to change the Fees for access to portions of the Services or the Services as a whole and will inform Client at least forty-five (45) days before the next renewal date of the subscription period, which is when the new price will take effect.
14.7. In cases of late payment for any unpaid amounts, EX UNO PLURES reserves the right to charge you interest on outstanding amounts, and you will also be responsible for any costs reasonably incurred by us in collecting such amounts, including collection costs and legal fees.
15. THIRD-PARTY CONTENT AND LINKS TO THIRD-PARTY WEBSITES
The Services may contain links to third-party websites, resources, and advertisers (collectively, “Linked Content”). EX UNO PLURES does not control, endorse, sponsor, recommend or otherwise accept responsibility for any of this Linked Content. Because we are not responsible for the availability of these outside resources, or their contents or privacy practices, you should direct any concerns regarding any Linked Content to such site. EX UNO PLURES also makes no representations and warranties as to any Linked Content and EX UNO PLURES has no liability or responsibility with respect to your use of such sites.
16. TERMINATION, SURVIVAL
16.1. EX UNO PLURES may, in its sole discretion, terminate or suspend your access to all or part of the Services for any reason, including, without limitation, breach or assignment of these Terms of Service.
16.2. EX UNO PLURES may terminate this agreement immediately and without notice at any time, provided that, upon termination, EX UNO PLURES will refund the charges prepaid by the Client on a pro rata basis up to the date of termination.
16.3. Client may terminate the Account in writing with immediate effect if EX UNO PLURES materially breaches any of the terms or conditions of this agreement, and the breach is irremediable, or, provided that such breach is remediable, if EX UNO PLURES fails to remedy that breach within a period of thirty (30) days after Client’s written notification to EX UNO PLURES. The terms and conditions of this agreement with respect to the Services provided by EX UNO PLURES to the Client or, conversely, any materials or other information provided by the Client to EX UNO PLURES shall survive the expiration or early termination of this agreement for any reason.
16.4. All provisions of these Terms of Service shall survive the termination of Client’s Account or access to all or part of the Services.
17. GOVERNING LAW
These Terms of Service have been made and shall be construed and enforced in accordance with the laws of the United States of America and the State of New York as an agreement wholly performed therein without regard to their conflict of law provisions. Any action to enforce these Terms of Service shall be brought in the federal or state courts located in New York City. You agree that any cause of action or claim that you may have with respect to your use of the Website or the Services must be commenced within one year after the act or omission giving rise to the claim or cause of action arose.
18. WAIVER OF CLASS ACTIONS
You and EX UNO PLURES agree that each party may bring disputes relating to both covered claims and excluded claims against the other party only in an individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, including, without limitation, a federal or state class action lawsuit or a class arbitration.
19.1. Nothing in these Terms of Service is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, appoint either party as the agent of the other party, or authorize either party to make or enter into any commitments for or on behalf of the other party. The sole relationship of the parties hereto is that of independent contractors.
19.3. Confidential information. While using EX UNO PLURES’s Services, you may share confidential information with us, and you may become aware of confidential information about EX UNO PLURES. You and we both agree to take reasonable steps to protect the other party’s confidential information from being accessed by unauthorised individuals, entities or other third-parties. You or we may share each other’s confidential information with legal, governmental or regulatory authorities if required to do so, or if required by law. We may also share your information on a similar confidential basis with our affiliates, our advisers, auditors and financiers, and any third parties carrying out due diligence on our business. Information will not be considered confidential if the recipient of the information already knew the information and it was not subject to confidential treatment, or the information is publicly available (but not as a result of a breach of this confidentiality section).
19.4.1 Client shall not, without the prior written consent of EX UNO PLURES (which shall not be unreasonably withheld or delayed), assign, transfer, sublicense its rights or obligations under these Terms of Service. Any attempt by Client to so assign, transfer or sublicense all or any of its rights or obligations under these Terms of Service without such consent shall be void.
19.4.2 EX UNO PLURES may freely assign, transfer, or delegate any or all of its rights or obligations under this Agreement, in whole or in part, to any third party without the need for consent or approval from the Client. The Client acknowledges and agrees that the EX UNO PLURES may delegate or subcontract any of its obligations under this Agreement to third parties.
19.4.3 Upon assignment, the assignee shall assume all rights and obligations of the EX UNO PLURES under this Agreement, and the EX UNO PLURES shall be released from all its obligations herein, provided that the assignee agrees in writing to be bound by the terms and conditions of this Agreement.
19.4.4 This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.
19.4.5 Nothing in this Agreement shall prevent the EX UNO PLURES from changing the entity through which it operates, and this Agreement shall be binding upon and inure to the benefit of any successor entity without the requirement for consent or approval from the Client.
19.5. Force Majeure. Unless otherwise stated in these Terms of Service, EX UNO PLURES shall not be deemed in breach of these Terms of Service and shall have no liability to Client under these Terms of Service if it is prevented from, limited from or delayed in performing its obligations under these Terms of Service, or from carrying on its business, by or through acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of EX UNO PLURES or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, communicable disease, epidemic or pandemic (including the consequences of the COVID-19 pandemic), compliance with any law or governmental order, rule, regulation or direction, action, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors. EX UNO PLURES shall notify Client of such event and its expected duration.
19.6. Severability. If any court or relevant authority determines that any provision of these Terms of Service is unlawful or unenforceable, all remaining provisions will remain in full force and effect, and the provision at issue shall be deemed modified to the maximum extent permissible under law to effect its original intent. EX UNO PLURES shall have the right to terminate in accordance with Section 16. in the event of any such determination that renders a material provision of these Terms of Service unlawful or unenforceable.
19.7. No waiver. If either party fails to insist that the other party performs any of its obligations under these Terms of Service, or if either party does not enforce its rights against the other party, or if either party delays in doing so, that shall not be deemed that the party has waived its rights against the other party and that the other party does not have to comply with those obligations. If either party does waive a default by the other party, the party will only do so in writing, and that will not mean that this party has waived any later default by the other party. Except as expressly set forth in these Terms of Service, the exercise by either party of any of its remedies under these Terms of Service will be without prejudice to its other remedies under these Terms of Service or otherwise.
19.8. Entire Agreement. These Terms of Service, the Subscription Agreement (if applicable) and other documents referenced herein constitute the entire and exclusive understanding and agreement between EX UNO PLURES and Client in relation to the access and use of the Website and the Services and supersede and replace all prior and contemporaneous oral or written understandings or agreements between EX UNO PLURES and Client regarding the access and use of the Website and the Services. In case of conflict, the order of precedence of the documents is as follows, each listed document superseding in the event of any conflicting provision in a later listed document: (i) Subscription Agreement (if applicable) (ii) Terms of Service. Except as expressly stated in these Terms of Service, or Subscription Agreement, EX UNO PLURES does not undertake commitments or obligations to Client. All conflicting terms in any purchase order or other business form employed by Client or any additional or amended terms sent to EX UNO PLURES at any time by Client are hereby rejected expressly by EX UNO PLURES and shall be null and void ab initio. Unless otherwise provided expressly in these Terms of Service, any incidental customs which the parties have agreed to apply in their previous business relationship, practices established between the parties and customs widely known and regularly used in the given industry by parties to similar contracts shall not become part of these Terms of Service.
19.9. These Terms of Service shall be deemed existing, valid and effective binding agreement between the parties if concluded pursuant Section 1.1. without regard to applicable statutory provisions to the maximum extent permitted by applicable laws.
19.10. Any correspondence you send to EX UNO PLURES must be sent to . Unless we say otherwise in these Terms of Service, official notifications are accepted as in writing if they are sent by e-mail to the email address provided by the Parties in the Subscription Agreement under the Party Identification section and the sender and the recipient of the email may by verified. If any changes to the email addresses occur, we shall promptly inform each other of the updated email address to ensure effective communication.
19.11. You agree to report any violations of the Terms of Service to EX UNO PLURES as soon as you become aware of them.
19.12. Our failure to enforce any provision of these Terms of Service or to respond to a breach by you or other parties shall not in any way constitute a waiver of our right to enforce subsequently any terms or conditions of these Terms of Service or to act with respect to similar breaches.
19.13. If a provision of these Terms of Service is held invalid or unenforceable for any reason, that provision will be deemed severable and shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the intention of the parties. The validity and enforceability of any remaining provisions will not be affected and such provisions shall remain in full force and effect.
19.14. Entire Agreement. These Terms of Service, the Subscription Agreement (if applicable) and other documents referenced herein constitute the entire and exclusive understanding and agreement between EX UNO PLURES and Client in relation to the access and use of the Website and the Services and supersede and replace all prior and contemporaneous oral or written understandings or agreements between EX UNO PLURES and Client regarding the access and use of the Website and the Services. In case of conflict, the order of precedence of the documents is as follows, each listed document superseding in the event of any conflicting provision in a later listed document: (i) Subscription Agreement (if applicable) (ii) Terms of Service. Except as expressly stated in these Terms of Service, or Subscription Agreement, EX UNO PLURES does not undertake commitments or obligations to Client. All conflicting terms in any purchase order or other business form employed by Client or any additional or amended terms sent to EX UNO PLURES at any time by Client are hereby rejected expressly by EX UNO PLURES and shall be null and void ab initio. Unless otherwise provided expressly in these Terms of Service, any incidental customs which the parties have agreed to apply in their previous business relationship, practices established between the parties and customs widely known and regularly used in the given industry by parties to similar contracts shall not become part of these Terms of Service.