Terms and conditions of use

Last updated: 28.06.2024

PREAMBULE

These Terms and сonditions of use (hereinafter – Terms) govern the relationship between you and expla (hereinafter – we, us, our or the Company) regarding your use of the Company’s website available at https://expla.com/ (hereinafter – Website), including all textual, graphic, video, software and other content available through the Website (hereinafter – Content).

Your access and use of the Website constitutes your expressly agreement to be bound by these Terms, establishing a legally binding contractual relationship between you and the Company. For this reason, PLEASE READ THE TERMS CAREFULLY BEFORE USING THE WEBSITE.

In addition, please review also our Privacy Policy. The terms of the Privacy Policy and other supplemental terms (if necessary), policies, or documents that may be posted on the Website from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason.

Unless otherwise expressly stated in these Terms, we will notify you of any modifications to these Terms by updating the “Last updated” date of these Terms. You expressly waive any right to receive specific notice of each change to these Terms.

THESE TERMS ALSO CONTAIN PROVISIONS THAT EXPRESSLY WAIVE YOUR RIGHT TO A JURY TRIAL, RIGHT TO A COURT HEARING, AND RIGHT TO PARTICIPATE IN A CLASS ACTION (ARBITRATION AND CLASS ACTION WAIVER).

IF YOU DO NOT AGREE WITH ANY PART OF THESE TERMS, OR IF YOU ARE NOT ELIGIBLE OR AUTHORIZED TO BE BOUND BY THESE TERMS, THEN IN ANY WAY DO NOT ACCESS OR USE THE WEBSITE.

1. DISCLAIMER. DISCLAIMER OF WARRANTIES

WE MAKE NO GUARANTEES THAT (I) THE WEBSITE WILL MEET YOUR REQUIREMENTS, (II) THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE WEBSITE WILL MEET YOUR EXPECTATIONS OR WILL PROVIDE ANY BENEFIT.

THE WEBSITE, CONTENT AND OTHER ASPECTS OF THE WEBSITE ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE WEBSITE, CONTENT AND OTHER ASPECTS OF THE WEBSITE ARE PROVIDED WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, INTEGRATION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. THE COMPANY AND ITS AFFILIATES, LICENSORS AND SUPPLIERS DO NOT WARRANT THAT: (I) THE WEBSITE, CONTENT OR OTHER INFORMATION WILL BE TIMELY, ACCURATE, RELIABLE OR

CORRECT; (II) THE WEBSITE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR PLACE; (III) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (IV) THE WEBSITE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (V) ANY RESULT OR OUTCOME CAN BE ACHIEVED.

2. USE OF WEBSITE

2.1. If you visit and/or use the Website, you expressly represent and warrant to the Company that: (i) all required information you submit is truthful and accurate; (ii) your use of the Website does not violate any applicable law or regulation or these Terms.

2.2. The Company reserves the right to suspend and/or terminate your use of Website, or your access to the Website, with or without notice to you, in the event that you breach these Terms or any applicable law or regulation.

2.3. The Website may be modified, updated, interrupted or suspended at any time without notice to you or our liability.

2.4. You are solely responsible for obtaining the equipment and telecommunication services necessary to access the Website, as well as all fees associated with it (such as computing devices and Internet service provider and airtime charges)

2.5. Your access to and use of the Website is at your own risk. To the extent permitted by law, the Company will have no responsibility for any harm to your computing system, loss of data, or other harm to you or any third party.

3. INTELLECTUAL PROPERTY

3.1. According to the provisions of these Terms, the Company grants you a non-transferable, non-exclusive, revocable license (without the right to sublicense) to use the Website solely for your personal, non-commercial purposes.

3.2. You expressly agree, represent, and warrant that your use of the Website, or any portion thereof, will be consistent with the foregoing license, covenants, and restrictions and will neither infringe nor violate the rights of any other party or breach any contract or legal duty to any other parties. In addition, you expressly agree that you will comply with all applicable laws, regulations, and ordinances relating to the Website or your use of it, and you will be solely responsible for your own individual violations of any such laws.

3.3. You expressly agree and warrant that all the text, images, marks, logos, compilations (meaning the collection, arrangement, and assembly of information), data, other content, software, and materials displayed on the Website or used by the Company to operate the Website is proprietary to us or to the third parties.

3.4. We expressly reserves all rights, including all intellectual property rights, in all of the foregoing, and except as expressly permitted by these Terms, any use, redistribution, sale, decompilation, reverse engineering, disassembly, translation or other exploitation of them is strictly prohibited. The usage of the Website does not transfer to you or any third party any rights, title or interest in or to such intellectual property rights.

4. REPRESENTATIONS, WARRANTIES OF USERS AND LIMITATIONS

4.1. By visiting and/or using the Website, you expressly represent and warrant that:

you have the legal capacity and you agree to comply with these Terms;
you are not under the age of 16;
you will not access the Website through automated or non-human means, whether through a bot, script, or otherwise;
you will not use the Website for any illegal, unauthorized or any other purpose that violates these Terms or any applicable law;
your use of the Website will not violate any applicable law or regulation.

4.2. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to refuse any and all current or future use of the Website (or any portion thereof).

4.3. You may not access or use the Website for any purpose other than that for which we make the Website available. The Website may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

4.4. You are not allowed:

systematically retrieve data or other content from the Website to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us;
make any unauthorized use of the Website;
make any modification, adaptation, improvement, enhancement, translation, or derivative work from the Website;
use the Website for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended;
make the Website available over a network or other environment permitting access or use by multiple devices or users at the same time;
use the Website for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the Website;
use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the Website;
circumvent, disable, or otherwise interfere with security-related features of the Website;
interfere with, disrupt or overburden the Website or the networks or services connected to the Website;
decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Website;
attempt to bypass any measures of the Website designed to prevent or restrict access to the Website, or any portion of the Website
upload or distribute in any way files that contain viruses, worms, trojans, corrupted files, or any other similar software or programs that may damage the operation of another’s computer;
use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Website, or using or launching any unauthorized script or other software;
use the Website to send automated queries to any website or to send any unsolicited commercial e-mail;
disparage, tarnish, or otherwise harm, in our opinion, us and/or the Website;
use the Website in a manner inconsistent with any applicable laws or regulations; or
otherwise infringe these Terms or any applicable law.

5. LIMITATION OF LIABILITY

5.1. IN NO EVENT SHALL WE (AND OUR AFFILIATES) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE WEBSITE (INCLUDING THE CONTENT), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE WEBSITE (INCLUDING THE CONTENT), ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTING SYSTEM OR LOSS OF DATA RESULTING THEREFROM.

5.2. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, YOU AGREE THAT THE AGGREGATE LIABILITY OF THE COMPANY TO YOU FOR ANY AND ALL CLAIMS ARISING FROM THE USE OF THE WEBSITE OR CONTENT IS LIMITED TO THE AMOUNTS YOU HAVE PAID TO THE COMPANY. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE TERMS BETWEEN THE COMPANY AND YOU.

5.3. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

6. INDEMNIFICATION

You expressly agree to indemnify and hold the Company, its successors, subsidiaries, affiliates, any related companies, its suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (i) your use of the Website, or (ii) your violation of these Terms. The Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these

claims. You agree not to settle any matter without the prior written consent of the Company. The Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

7. INTERNATIONAL USE

The Company makes no representation that the Website is accessible, appropriate or legally available for use in your jurisdiction, and accessing and using the Website is prohibited from territories where doing so would be illegal. You access the Website at your own initiative and are responsible for compliance with local laws.

8. CLASS ACTION WAIVER

YOU AGREE THAT YOU MAY ONLY BRING A CLAIM IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF (LEAD OR OTHERWISE) OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

9. APPLICABLE LAW AND ARBITRATION

9.1. These Terms and your use of the Website shall be governed by the laws of England and Wales, excluding its conflict of law principles.

9.2. As a consumer, you will still benefit from any mandatory provisions of the country where you have your habitual residence. Nothing in these Terms affects your rights to rely on such mandatory provisions of the local law.

9.3. To the extent that any action relating to any dispute hereunder is permitted to be brought in a court of law, such action will be subject to the exclusive jurisdiction of:

the courts of your habitual residence – if you have a habitual residence in one of the EU Member States, the United Kingdom, Switzerland, Norway or Iceland; or
the courts of Nicosia, Cyprus – if you are not a resident of any country mentioned in this Section;

and you hereby irrevocably submit to personal jurisdiction and venue in such courts, and waive any defense of improper venue or inconvenient forum.

10. MISCELLANEOUS PROVISIONS

10.1. No delay or omission by us in exercising any of our rights occurring upon any noncompliance or default by you with respect to these Terms will impair any such right or be construed to be a waiver thereof, and a waiver by the Company of any of the covenants, conditions or agreements to be performed by you will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement hereof contained.

10.2. If any provision of these Terms is found to be invalid or unenforceable, then these Terms will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law.

10.3. Except as otherwise expressly provided herein, these Terms set forth the entire agreement between you and the Company regarding its subject matter, and supersede all prior promises, agreements or representations, whether written or oral, regarding such subject matter.

10.4. We may transfer or assign any and all of its rights and obligations under these Terms to any other person, by any way, including by novation, and by accepting these Terms you give the Company consent to any such assignment and transfer. You confirm that placing on the Website of a version of these Terms indicating another person as a party to the Terms shall constitute valid notice to you of the transfer of Company’s rights and obligations under the Agreement (unless otherwise is expressly indicated).

10.5. All information communicated on the Website is considered an electronic communication. When you communicate with us through or on the Website or via other forms of electronic media, such as e-mail, you are communicating with us electronically. You agree that we may communicate electronically with you and that such communications, as well as notices, disclosures, agreements, and other communications that we provide to you electronically, are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by the party sending the communication. You further acknowledge and agree that by clicking on a button labeled “SUBMIT”, “CONTINUE”, or similar links or buttons, you are submitting a legally binding electronic signature and are entering into a legally binding contract. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by these Terms. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE WEBSITE.

10.6. In no event shall the Company be liable for any failure to comply with these Terms to the extent that such failure arises from factors outside the Company’s reasonable control.

11. COMMUNICATION WITH US

If you wish to send any notice under these Terms or have any questions regarding the Website, you may contact us at [email protected].