PLEASE READ THIS AGREEMENT CAREFULLY, AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS, INCLUDING AN AGREEMENT TO ARBITRATE IF YOU ARE LOCATED IN THE UNITED STATES. IF YOU ARE LOCATED IN THE UNITED STATES, THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST FACEAPP ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW. WHILE ALL OF THE PROVISIONS IN THIS AGREEMENT ARE IMPORTANT, YOU SHOULD PAY PARTICULAR ATTENTION TO THE DISCLAIMERS AND OUR LIABILITY TO YOU, IN SECTIONS 10 AND 9, AND THE COMPENSATION PROVISIONS IN SECTION 8.
See Section 19 below for more information on how this Agreement may be modified.
If you breach any of the terms or conditions of this Agreement, we have the right to terminate your access to the Services immediately without notice.
If you have any questions about this Agreement or our Services, please contact us firstname.lastname@example.org .
You must be at least 13 years of age to access or use the Services. In certain cases, this age may be higher due to local regulatory requirements or Distribution Channels (as defined in section 13 below) requirements. The Services are not addressed to people under the age of 13.
If you are under 18 years of age (or the age of legal majority where you live), but over 13 years of age, you may only access or use our Services with the consent and under the supervision of a parent or legal guardian who agrees to be bound by this Agreement. If you are a parent or legal guardian of a user under the age of 18 (or the age of legal majority where you reside), you agree to be fully responsible for the acts or omissions of such user in connection with access to and use of the Services.
If you are accessing or using our Services on behalf of another person, you represent that you are authorized to accept this Agreement on behalf of that person and that the person agrees to be responsible to us if you or the other person violates this Agreement.
Our Services are designed to meet personal users' needs and not intended for any entrepreneurial, commercial, or business purposes; if you are a legal entity, or an individual accessing or using these Services on behalf of a legal entity, please opt out of this Agreement and do not use the Services. If you are an individual, you may use our Services solely for your own personal use.
You are responsible for making all arrangements necessary to access and use the Services. You are responsible for all use of the Services via your account.
3. USER CONTENT
You acknowledge that some of the Services are supported by advertising revenue and may display sponsored advertisements and promotions, and you hereby agree that FaceApp may place such sponsored advertising and promotions on the Services or as watermark on Transformed Content. The manner, mode and extent of such advertising and promotions are subject to change without specific notice to you. Unless you are located in the UK or the EU, you acknowledge that we may not always identify sponsored content, or commercial communications as such. If you are located in the UK or the EU you acknowledge and agree that all advertisements and promotions are recognized as sponsored content or commercial communications by default.
You are solely responsible for User Content that you upload to the Services or otherwise make available to us or others through the Services, including by selecting, posting, publishing, or displaying via the Services or by texting, emailing or otherwise making available to us or others. You represent and warrant that: (i) you own or otherwise have the right to use the User Content; (ii) you agree to pay for all royalties, fees, and any other monies owed by reason of User Content; and (iii) you have the legal right and capacity to enter into this Agreement in your jurisdiction.
FaceApp is not a backup service, and you agree that you will not rely on the Services for the purposes of User Content backup or storage. You may not edit, save, post, share or transform any User Content or Transformed Content that violates this Agreement or for which you do not have all the rights necessary to grant us the license described above. To the fullest extent permitted by law, we have no obligation or ability to screen, edit or monitor User Content, and you are solely responsible for all User Content and Transformed Content that you edit, save, post, share or transform through the Service. Notwithstanding the foregoing, FaceApp reserves the right to investigate and take appropriate legal action against anyone who, in FaceApp's sole discretion, violates this provision, including without limitation, suspending or terminating the subscription of such violators, and reporting the violator to the law enforcement authorities. To the extent permitted by law, FaceApp will not be liable to you for any modification, suspension, or discontinuation of the Services, the loss of any User Content or Transformed Content.
You will comply with all relevant laws, regulations and policies applicable in your jurisdiction when transferring your User Content or Transformed Content to FaceApp, including but not limited to applicable intellectual property rights and data protection and privacy laws.
You understand that the technical processing and transmission of the Services, including your User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
4. PROHIBITED CONDUCT AND CONTENT
You must not violate any applicable law, breach any contract, infringe any intellectual property rights or other third-party right, or commit a tort, and you are solely responsible for your conduct while accessing or using our Services. You agree to strictly abide by the content of this Agreement and with relevant national laws, regulations and rules. When accessing or using the Services you must not:
- engage in any harassing, threatening, intimidating, predatory or stalking conduct or in any illegal/criminal activities such as money laundering;
- transmit or publish speech that incites resistance or undermines the implementation of the EU (or your local jurisdiction) constitution, laws and administrative regulations, speech that harms the public interest of the country and involves national security, speech that incites to subvert state power, speech that undermines national unity; incites ethnic hatred, ethnic discrimination and undermines national religious policies;
- use the Services for any commercial purpose or the benefit of any third party or in any manner not permitted by this Agreement;
- incite or instigate others to engage in behavior prohibited by this Agreement;
- use our Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services or the networks connected to our Services in any manner;
- reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of the Services;
- attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Services that you are not authorized to access;
- develop or use any third-party applications that interact with our Services without our prior written consent, including any scripts designed to scrape or extract data from our Services;
- display, mirror or frame our Services, or any individual element within our Services, the company's name, any companies trademark, logo or other proprietary information without our express written consent;
- delete logos and watermarks, trademarks or any other protected marks;
- further edit any photos or videos with the FaceApp logos and watermarks, trademarks or any other protected marks using your own or any other third party editing tools;
- circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in or geographic restrictions on any content available on or through the Services, including through the use of virtual private networks;
- attempt to gain unauthorised access to the Services, the server on which the Services are hosted, or any server, computer or database connected to the Site or the Services.
- attack the Services via a denial of service attack or a distributed denial of service attack;
- knowingly introduce to the Services any viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful;
- use the Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates this Agreement;
- carry out unauthorized access to subscriptions to the Services, provide third parties with the possibility of unauthorized access to subscriptions to the Services (for example, by transferring access), or use any other method of bypassing payment systems to use subscriptions;
- transfer subscriptions to the Services purchased in the relevant application store for a certain type of compatible devices to devices of another type; or
- encourage, assist, or enable any other party to do any of the foregoing.
You may also only save, disclose, upload, transform or share User Content or Transformed Content that is non-confidential and you have all necessary rights to disclose, save, upload, transform or share. You may not upload, share, select, edit, or transform any User Content, or Transformed Content, that:
- is unlawful, libelous, defamatory, obscene, pornographic, indecent, vulgar, lewd, suggestive, harmful, abusive, harassing, threatening, tortious, discriminatory, excessively violent, invasive of privacy or publicity rights, abusive, inflammatory or fraudulent;
- would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;
- does or may infringe, misappropriate or violate any patent, trademark, trade secret, copyright or other intellectual or proprietary right (including likeness) of any party;
- contains or depicts any statements, remarks or claims that do not reflect your honest views and experiences;
- constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, "junk mail," "spam," "chain letters," "pyramid schemes," "contests," "sweepstakes," or any other form of solicitation;
- impersonates, or misrepresents your affiliation with, any person or entity;
- contains any unsolicited promotions, political campaigning, advertising or solicitations;
- contains any private or personal information of a third party without such third party's consent;
- contains any viruses or any other computer code, files or programs, corrupted data or other harmful, disruptive or destructive files or content designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; or
- is, in our sole judgment, objectionable or that restricts or inhibits any other person from using or enjoying our Services, or that may expose FaceApp or others to any harm or liability of any type.
5. LIMITED LICENSE; COPYRIGHT AND TRADEMARK
Our Services and the text, graphics, images, photographs, videos, illustrations, trademarks, trade names, page headers, button icons, scripts, service marks, logos, slogans, filters and other content contained therein (collectively, the "FaceApp Content") are owned by or licensed to FaceApp and are protected under the laws of the Republic of Cyprus, the Europe Union, and other international and foreign laws. Except as explicitly stated in this Agreement, FaceApp and our licensors reserve all rights in and to our Services and the FaceApp Content. You are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services and FaceApp Content solely for your own personal use during the term of this Agreement; however, such license is subject to this Agreement and does not include any right to: (a) sell, resell or commercially use our Services or FaceApp Content; (b) copy, reproduce, distribute, publicly perform or publicly display FaceApp Content, except as is expressly permitted by us or our licensors; (c) modify the FaceApp Content (except as permitted in the Services), remove any proprietary rights notices or markings, or otherwise make any derivative uses of our Services or FaceApp Content, except as expressly set forth in this Agreement; (d) use any data mining, robots or similar data gathering or extraction methods; or (e) use our Services or FaceApp Content other than as expressly permitted in this Agreement. Any use of our Services or FaceApp Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will result in automatic termination of the licenses granted under this Agreement. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the FaceApp Content and/or Transformed Content.
You are responsible for keeping the installed App on your device, and your User Content and Transformed Content, secure and for maintaining the confidentiality of any password and account details for the App or the Services. You are also responsible for any and all activities that occur under your password or account or on the App as installed on your device. You agree to immediately notify FaceApp of any unauthorised use of the App or your account or any other breach of security. To the extent permitted by law, FaceApp will not be liable for any loss or damage arising from your failure to comply with this Section. You can delete the App or re-install the App at any time.
FaceApp is constantly improving its Services. Some features or functionality are provided temporarily or for beta testing purposes - to analyze the use of the Services and improve the user experience. FaceApp reserves the right to modify, discontinue, replace or remove any Services (including but not limited to beta Services) temporarily or permanently at any time in FaceApp's sole discretion, with or without notice. You agree that FaceApp will not be liable to you or to a third party for any modification, discontinuance, replacement or removal of any Services.
Subscriptions to the Services can only be purchased via third-party marketplaces (e.g., through the Apple App Store or Google Play Store). FACEAPP DOES NOT SELL ANY PAID SUBSCRIPTIONS DIRECTLY, DISTRIBUTE ANY PAID CONTENT AND/OR PROCESS PAYMENT FOR ANY SERVICES OR PURCHASING DIRECTLY. BY AGREEING TO THIS AGREEMENT, USERS THAT PURCHASE SUBSCRIPTIONS TO, OR OTHERWISE PAY FOR, THE SERVICES AGREE TO BE BOUND BY THE TERMS AND CONTITIONS AND/OR END USER LICENSE AGREEMENTS (OTHER LEGAL AGREEMENTS) WITH THE RELEVANT THIRD-PARTY MARKETPLACES (APPLE APP STORE, GOOGLE PLAY STORE, ETС) WITH RESPECT TO SUCH SUBSCRIPTIONS OR OTHER PAYMENTS. PLEASE CONTACT THE RELEVANT THIRD-PARTY MARKETPLACES FOR MORE INFORMATION. FACEAPP ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY PAYMENTS YOU MAKE THROUGH SUCH THIRD-PARTY MARKETPLACES.
If you purchase any subscription through a mobile purchase or third-party marketplace (e.g., through the Apple App Store or Google Play Store), the refund policy applicable to that third-party marketplace will apply. The third-party marketplace will be solely responsible for making refunds under its refund policy, and FaceApp will have no refund obligations. FaceApp disclaims any responsibility or liability related to any third-party marketplace's refund policy or the third party's compliance or noncompliance with such policy.
The Services are not created and are not intended for commercial use. Please note that no licenses or permissions to use FaceApp Content or Services, nor your subscription are transferable to anyone else, and the functionality provided by your subscription and the Services is only for personal use and cannot be used for commercial purposes. For clarity, commercial use entails any use of the Services involving a financial transaction or contributing to financial gain. For example, it is forbidden to edit photos and videos using the Services to provide any services for third parties.
FaceApp's name and logos are trademarks and service marks of FaceApp (collectively the"FaceApp Trademarks"). Other company, product, and service names and logos used and displayed via the Services may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to FaceApp. Nothing in this Agreement or the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the FaceApp Trademarks displayed on or through the Services, without our prior written permission in each instance. All goodwill generated from the use of FaceApp Trademarks will inure to our exclusive benefit and you agree to sign any documents assigning such goodwill to us on request.
Any questions, comments, suggestions, ideas, original or creative materials or other information you submit about FaceApp or our products or Services (collectively,"Feedback"), is non-confidential and we have no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You hereby grant to FaceApp a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Services and/or FaceApp's business or for any other purpose at FaceApp's sole discretion.
7. COPYRIGHT COMPLAINTS
FaceApp respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify FaceApp of your infringement claim in accordance with the procedure set forth below. FaceApp will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA"), the EU Digital Copyright Directive and other applicable intellectual property laws with respect to any alleged or actual infringement.
If you believe that the Services have copied or used your work in a way that constitutes copyright infringement, please provide our Copyright Agent (whose contact details are below) with all of the following information (in writing): (a) an electronic or physical signature of a person authorized to act on behalf of the owner of the copyright interest that is allegedly infringed; (b) identification of the copyrighted work that you claim has been infringed, or, if multiple copyrighted works or other intellectual property are covered by a single notification, a representative list of such works or other intellectual property; (c) identification of the content that is claimed to be infringing or to be the subject of infringing activity, and a description of the location on the Services of the material that you claim is infringing, with enough detail that we may find it on the Service; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you that the above information in your notice is accurate and (made under penalty of perjury to the extent the DCMA applies to you), that you are the copyright owner or authorized to act on behalf of the owner of the copyright that is allegedly infringed. To be effective, the notification must be in writing and contain the information set forth above.
Contact information for FaceApp's Copyright Agent for notice of claims of infringement is as follows: Designated DMCA Copyright Agent ("Copyright Agent"), FaceApp Technologies Ltd., 28th October 319a, Office 801A, 3105, Limassol, Cyprus (email@example.com ).
To the extent permitted by law, FaceApp will not be responsible for User Content that is used and transformed by users of the Services. In cases of violations of your copyrights or other protected rights by User Content or Transformed Content, you should contact particular users, as well as Internet resources for posting this content. FaceApp does not collect or store user data that can provide assistance in finding such violators.
To the fullest extent permitted by applicable law, you agree to compensate, reimburse, defend, and hold harmless FaceApp, its beneficiaries, affiliates, and each of their respective officers, directors, agents, partners and employees (individually and collectively, the"FaceApp Parties") from and against any loss, liability, claim, demand, damages, expenses or costs ("Claims") arising out of or related to (a) your access to or use of our Services otherwise than as permitted under this Agreement; (b) your User Content or Transformed Content or Feedback; or (c) your violation of this Agreement or applicable law; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights). You agree to promptly notify FaceApp Parties of any such third-party Claims, cooperate with FaceApp Parties in defending such Claims and, to the fullest extent permitted by law, pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, reasonable attorneys' fees). You also agree that the FaceApp Parties will have control of the defense or settlement of any third-party Claims. Your obligations under this Section are in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and FaceApp or the other FaceApp Parties.
Consumers have certain rights under law and nothing in this Agreement can, or is intended to, limit or remove these rights. We don't exclude or limit our responsibility to you for loss or damage where it would be unlawful to do so.
We do not control, endorse, or take responsibility for any User Content or third-party content available on or linked to by our Services.
WE HAVE TAKEN EVERY REASONABLE CARE IN THE PROVISION OF THE SERVICES. HOWEVER, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOUR USE OF OUR SERVICES IS AT YOUR SOLE RISK AND OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. In addition, while FaceApp does its best to avoid interruptions or unavailability of the Services, to the fullest extent permitted by law, FaceApp does not represent or warrant that our Services are accurate, complete, reliable, uninterrupted, secure, current or error-free or that the service will meet your requirements. While FaceApp attempts to make your access to and use of our Services safe, we cannot and do not represent or warrant that our Services or servers are free of viruses, trojans, worms, logic bombs or other materials which are malicious or technologically harmful. You assume the entire risk as to the quality and performance of the Services.
The speed, volume, size and duration of photo and video content for processing are not unlimited and are within the technical capabilities of the Services, and within our safeguarding measures to protect against abuse. In addition, the availability and characteristics of the Services may vary depending on your device, software and data networks. We are constantly improving the functionality of the Services, stay tuned for updates.
10. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, FACEAPP AND THE OTHER FACEAPP PARTIES WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY—WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY, STRICT LIABILITY, WARRANTY, OR OTHERWISE— FOR ANY: (A) INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES; OR (B) LOST PROFITS, LOSS OF BUSINESS OR REVENUE, LOSS OF CONTRACTS, USE, OPPORTUNITY OR ANTICIPATED SAVINGS, OR LOSS OF OR DAMAGE TO GOODWILL, DATA OR SOFTWARE (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF FACEAPP OR THE OTHER FACEAPP PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
FURTHER, FACEAPP AND THE OTHER FACEAPP PARTIES WILL NOT BE LIABLE FOR ANY FAILURE OR DELAY RESULTING FROM ANY CONDITION BEYOND OUR REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO GOVERNMENTAL ACTION OR ACTS OF TERRORISM, PANDEMICS, EPIDEMICS, EARTHQUAKE, FIRE, FLOOD OR OTHER ACTS OF GOD, LABOR CONDITIONS, POWER FAILURES, AND INTERNET DISTURBANCES.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF FACEAPP AND THE OTHER FACEAPP PARTIES, FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR OUR SERVICES, REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO ACCESS OR USE OUR SERVICES, OR IF GREATER, ONE HUNDRED EURO (€ 100).
The limitations set forth in this section will not limit or exclude liability for fraud or fraudulent misrepresentation, death or personal injury caused by our gross negligence of FaceApp or the other FaceApp Parties, or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.
To the fullest extent permitted by law, under no circumstances will FaceApp be liable in any way for any content or materials of any third parties (including users), including for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. FaceApp excludes all warranties, undertakings and representations (express and implied) related to any such content to the fullest extent permitted by law. You acknowledge and agree that to the fullest extent permitted by law, FaceApp does not pre-screen content, but that FaceApp and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Services. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
The Services may provide links or other access to other sites and resources on the Internet. FaceApp has no control over such sites and resources and FaceApp is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that FaceApp will 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 content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the Services are between you and the third party, and you agree that FaceApp is not liable for any loss or claim that you may have against any such third party.
To the fullest extent permitted by applicable law, you release FaceApp and the other FaceApp Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties.You expressly waive any rights you may have under California Civil Code § 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor", as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
12. DISPUTE RESOLUTION
12A. BINDING ARBITRATION AGREEMENT – UNITED STATES USERS
IF YOU ARE LOCATED IN THE UNITED STATES, THIS SECTION 12A OF THE AGREEMENT CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY DISPUTES THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEVE AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
IF YOU ARE LOCATED IN THE UK OR THE EU, THIS SECTION 12A DOES NOT APPLY TO YOU, AND DISPUTES YOU AND WE HAVE AGAINST EACH OTHER WILL BE RESOLVED IN ACCORDANCE WITH SECTION 12B BELOW.
IF YOU ARE LOCATED OUTSIDE OF THE US, THE UK OR THE EU, THIS SECTION 12A DOES NOT APPLY TO YOU, AND DISPUTES YOU AND WE HAVE AGAINST EACH OTHER WILL BE RESOLVED IN ACCORDANCE WITH SECTION 12C BELOW.
ANY DISPUTE, CLAIM OR REQUEST FOR RELIEF RELATING IN ANY WAY TO YOUR USE OF THE SITE WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE REPUBLIC OF CYPRUS, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THE AGREEMENT.
Please read the following section carefully because it requires users to arbitrate certain disputes and claims with FaceApp and limits the manner in which you can seek relief from us.
. Except for small claims disputes in which you or FaceApp seek to bring an individual action in small claims court located in the county of your billing address or disputes in which you or FaceApp seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and FaceApp waive your rights to a jury trial and to have any dispute arising out of or related to this Agreement or our Services resolved in court. This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.
. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief firstname.lastname@example.org. The arbitration will be resolved through confidential binding arbitration by the Judicial Arbitration and Mediation Services ("JAMS"), an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or requests for relief under 250,000 EURO, not inclusive of attorneys' fees and interest, shall be subject to JAMS's most current version of the Streamlined Arbitration Rules and procedures available; all other disputes shall be subject to JAMS's most current version of the Comprehensive Arbitration Rules and Procedures, available athttps://www.jamsadr.com/adr-rules-procedures/. JAMS's rules are also available atwww.jamsadr.com or by calling JAMS at 1-800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS's filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, FaceApp will pay them for you. In addition, we will reimburse all such JAMS's filing, administrative, hearing and/or other fees for disputes, claims, or requests for relief totaling less than 10,000 Euro unless the arbitrator determines the claims are frivolous.
You may choose to have the arbitration conducted by telephone, based on written submissions or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and FaceApp. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum's rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
. YOU AND FACEAPP HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and FaceApp are instead electing that all disputes, claims or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
. ALL DISPUTES, CLAIMS AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection's limitations as to a given dispute, claim or request for relief, then such aspect must be severed from the arbitration and brought into the courts of the Republic of Cyprus. All other disputes, claims, or requests for relief shall be arbitrated.
. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt-out to:email@example.com, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
You and FaceApp agree that the courts of the Republic of Cyprus have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
. Except as provided in this Section 12A, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed, and the remainder of the Arbitration Agreement shall continue in full force and effect.
. This Arbitration Agreement will survive the termination of your relationship with FaceApp.
, any provision in this Agreement to the contrary, we agree that if FaceApp makes any future material change to this Arbitration Agreement you may reject that change within thirty (30) days of such change becoming effective by writing FaceApp at the following address:firstname.lastname@example.org.
12B. DISPUTE RESOLUTION – EU AND UK USERS
If you are located in the Republic of Cyprus, both you and FaceApp can bring legal proceedings in relation to the Services or this Agreement in the courts of the Republic of Cyprus. If you live outside of the Republic of Cyprus, but within the EU or the UK, then both you and FaceApp can bring legal proceedings in respect of the Services or this Agreement in either your local courts or the courts of the Republic of Cyprus.
12.C DISPUTE RESOLUTION – OTHER JURISDICTIONS
If you are not located in the US, the EU or the UK then, to the fullest extent permitted by law, both you and we irrevocably submit to the exclusive jurisdiction of the courts of the Republic of Cyprus in relation to the Services or this Agreement.
13. GOVERNING LAW
This Agreement and any disputes, claim or request for relief (including non-contractual disputes) arising out of or in connection with this Agreement and your access to and use of our Services will be governed by and construed and enforced in accordance with the laws of the Republic of Cyprus, without regard to conflict of law rules or principles (whether of the Republic of Cyprus or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.
Complaints will be handled in accordance with our complaints handling policy found here.
14. ELECTRONIC COMMUNICATIONS
By accessing or using the Services, you also consent to receive electronic communications from FaceApp (e.g., responses to your requests, questions and feedback, announcements, updates, and security alerts through a push notification or by posting notices on the Services). You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing.
15. TERMINATION; MODIFICATION
We reserve the right, without notice and in our sole discretion, to terminate your right to access or use the Services, in whole or in part. We are not responsible for any loss or harm related to your inability to access or use the Services.
We reserve the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that FaceApp will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
Upon any termination of your access to or use of the Services, all licences granted to you hereunder shall terminate automatically, your right to use the Services shall cease and your User Content will no longer be available to you through the Services and all sections of this Agreement that, by their nature, should survive termination will survive termination, including the sections entitled User Content, Compensation, Disclaimers, and Limitation of Liability, Release, Dispute Resolution, and Severability.
If any provision or part of a provision of this Agreement is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.
17. ADDITIONAL TERMS APPLICABLE TO MOBILE SERVICES
The Services include certain services that are available via a mobile device, including (i) the ability to upload content to the Services via a mobile device, (ii) the ability to browse the Services and the Site from a mobile device, and (iii) the ability to access certain features and content through Mobile Apps (collectively, the"Mobile Services"). To the extent you access the Services through a mobile device, your wireless service carrier's standard charges, data rates, and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices.
Subject to this Agreement, FaceApp hereby grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to (a) install the Apps on one mobile device at a given time and (b) use the Apps for your own personal use solely to access and use the Services. To be clear, if you choose to replace your device for use, the foregoing does not prevent you from installing the Apps on a new device on which you also agreed to this Agreement, but this may be prohibited or restricted under the terms of the Distribution Channels. Each instance of the Agreement that you agree to in connection with downloading the Apps grants you the aforementioned rights in connection with the installation and use of the Apps on one device.
The technology and software underlying the Services or distributed in connection therewith are the property of FaceApp, its affiliates, and its licensors (including the Apps, collectively the"Software"). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by FaceApp.
We offer Software that may be made available through the Apple App Store, the Google Play Store, or other distribution channels ("Distribution Channels"). If you obtain such Software through a Distribution Channel, you may be subject to additional terms of the Distribution Channel. This Agreement is between you and us only, and not with the Distribution Channel. To the extent that you utilize any other third-party products and services in connection with your use of the Services, you agree to comply with all applicable terms of any agreement for such third-party products and services.
With respect to Apps that are made available for your use in connection with an Apple-branded product (the"Apple-Enabled Software"), the following terms and conditions apply:
- . You acknowledge that this Agreement is concluded solely between us, and not with Apple Inc. ("Apple"), and FaceApp, not Apple, is solely responsible for the App and the content thereof. You further acknowledge that the usage rules for the App are subject to any additional restrictions set forth in the Usage Rules for the Apple Media Terms and Conditions as of the date you download the App, and in the event of any conflict, the Usage Rules in the Apple App Store shall govern if they are more restrictive. You acknowledge and agree that you have had the opportunity to review and agree to be bound by the Usage Rules and the Apple Media Services Terms and Conditions.
- . The license granted to you is limited to a non-transferable license to use the Apps on any Apple-Enabled Software that you own or control as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions.
- . You and FaceApp acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apps.
- . You acknowledge that Apple is not responsible for any product warranties, whether express or implied by law, with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, paid to Apple for the Apps by you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apps. The parties acknowledge that to the extent that there are any applicable warranties, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any such applicable warranty would be the sole responsibility of FaceApp. However, you understand and agree that in accordance with this Agreement, FaceApp has disclaimed all warranties of any kind with respect to the Apps, and therefore, there are no warranties applicable to the Apps.
- . You and FaceApp acknowledge that as between Apple and FaceApp, FaceApp, not Apple, is responsible for addressing any claims relating to the Apps or your possession and/or use of the Apps, including, but not limited to (a) product liability claims, (b) any claim that the Apps fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection, privacy, or similar legislation.
- . The parties acknowledge that, in the event of any third party claim that the Apps or your possession and use of the Apps infringe that third party's intellectual property rights, FaceApp, and not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required under this Agreement.
- . You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
- . Any questions, complaints or claims with respect to the Apps should be directed to:
FaceApp Technology Limited
28th October Ave 319a
8th Floor - Office 801A
- . You agree to comply with any applicable third-party terms when using the Services.
- . The parties acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of this Agreement, and that, upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof.
The following applies to any App you download from the Google Play Store ("Google-Sourced Software"):
- You acknowledge that this Agreement is between you and FaceApp only, and not with Google, Inc. ("Google").
- Your use of Google-Sourced Software must comply with Google's then-current Google Play Terms of Service.
- Google is only a provider of Google Play where you obtained the Google-Sourced Software.
- FaceApp, and not Google, is solely responsible for FaceApp's Google-Sourced Software.
- Google has no obligation or liability to you with respect to Google-Sourced Software or this Agreement.
- You acknowledge and agree that Google is a third-party beneficiary to This Agreement as it relates to FaceApp's Google-Sourced Software.
The Services may be subject to U.S. economic sanctions regulations administered by the Office of Foreign Assets Control ("OFAC"), U.S. Department of the Treasury. You agree to comply strictly with all such laws and regulations as they relate to the Services. Without limiting the foregoing, you agree that (1) you are not established or located in, nor will you provide, export, reexport, or transfer the Service to any country or region subject to comprehensive economic sanctions; and (2) you are not, nor will you provide, export, reexport, or transfer the Service to: (i) the government of a country subject to comprehensive sanctions, wherever located; (ii) a person or entity identified on OFAC's List of Specially Designated Nationals or Consolidated Sanctions List; or (iii) a person with knowledge or reason to know that they will provide, export, reexport, or transfer the Service other than in compliance with the foregoing restrictions.
The Services are subject to Cyprus and EU, UK and other international and foreign export control and economic sanctions laws and regulations. You agree to comply strictly with all such laws and regulations as they relate to the Services. Without limiting the foregoing, you agree that (1) you are not established or located in, nor will you provide, export, reexport, or transfer the Service to any country or region subject to comprehensive economic sanctions; and (2) you are not, nor will you provide, export, reexport, or transfer the Service to: (i) the government of a country subject to comprehensive sanctions, wherever located; (ii) a person or entity identified on Cyprus, UK or EU sanctions list or (iii) a person with knowledge or reason to know that they will provide, export, reexport, or transfer the Service other than in compliance with the foregoing restrictions.
The Services may be subject to other restrictions in accordance with other sanctions, prohibitions or restrictions in force in your location. Also, the availability of the Services may be affected by restrictions, prohibitions or other actions (inaction) of other parties within their capabilities, including telecom operators, Distribution Channels, software operating systems of your devices.
PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY FACEAPP IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, we will make a new copy of the Agreement available at our website and within our mobile application. We will also update the "Last Updated" date at the top of the Agreement. If we make any material changes, we will also send push notification or show a pop-up to you via the Apps or otherwise in the Services.
Any changes to the Agreement will be effective immediately for new users of the Services and will be effective fourteen (14) days after posting notice of such changes on the website for existing users, provided that any material changes shall be effective for existing users upon the earlier of fourteen (14) days after posting notice of such changes on the website or fourteen (14) days after dispatch of the push notification of such changes. We may require you to provide consent to the updated Agreement in a specified manner before further use of the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Services, including the website and the mobile application. Otherwise, your continued use of the Services, including the website and the mobile application, constitutes your acceptance of such changes. PLEASE CHECK THE WEBSITE REGULARLY TO VIEW THE THEN-CURRENT AGREEMENT.
This Agreement constitutes the entire agreement between you and FaceApp relating to your access to and use of the Services.