Last updated: December 14, 2022
1. Legally Binding Agreement; Amendments
The mobile application AlphaNovel (the “App“), the website available at: https://alphanovel.io (the “Website“) and content available via the App and the Website or our emails (“Content“) are distributed by Brailion Ventures Limited, a legal entity incorporated under the laws of Cyprus under registration number HE 424776, having its registered office at Spyrou Kyprianou, 79, Protopapas Bldg 2nd floor, Flat/Office 201, 3076, Limassol, Cyprus (“we“ “us“ “our“ or the “Company“). The App, the Website, together with the Content, tools, transactions and other services available by using the Website or the App, are collectively referred to as the “Service“ or “AlphaNovel“.
Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.
THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION IN SECTION 17 THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS WITH RESPECT TO ALL SERVICE(S). THE ARBITRATION PROVISION REQUIRES THAT DISPUTES BE RESOLVED IN ARBITRATION ON AN INDIVIDUAL BASIS. IN ARBITRATION, THERE IS NO JUDGE OR JURY AND THERE IS LESS APPELLATE REVIEW THAN IN COURT. FURTHERMORE, THESE TERMS CONTAIN DISCLAIMERS OF WARRANTIES, LIMITATION OF LIABILITY AND A CLASS ACTION WAIVER.
We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason. We will alert you about any changes by updating the “Last updated“ date of these Terms and you waive any right to receive specific notice of each such change.
It is your responsibility to periodically review these Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by your continued use of the Service after the date such revised Terms are posted.
2. Use of Service
AlphaNovel is an online literature platform which provides online reading services to the Users.
To use the Service, you shall be at least 18 years old (or of the reciprocal age of majority in your state or jurisdiction) and able to form legally binding contracts. We do not knowingly collect personal information from children under 18 years of age. All Users who are minors in the jurisdiction in which they reside (generally under the age of 18) must not use or access the service at any time or in any manner.
By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years of age; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with all applicable laws and regulations.
You use the Service at your own risk and responsibility and you are solely and exclusively responsible for the use of the Service. We will not be liable for any of your actions done using the Service.
The Service may be modified, updated, interrupted or suspended at any time without notice or liability to you.
3. Accounts and Registration
You can access and use the Service without registration. You may also create your personal account on the Service. During the registration you may be required to provide us with some information about yourself, such as your email address or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times.
You are responsible for maintaining the confidentiality of the username and password that you designate during the registration, and you are fully responsible for all purchases and other activities that occur under your username and password.
You agree to immediately notify us of any unauthorized use of your username or password or any other breach of security. We shall not be liable for any loss or damage arising from your failure to comply with this provision. You should use particular caution when accessing your account from a public or shared device so that others are not able to view or record your password or other personal information. You are solely responsible for complying with any and all rules and restrictions governing the use of any public or shared device, and we shall not be liable for any violations by you of such rules and restrictions. Additionally, by using the Service, you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send to the Service may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted or otherwise protected or secured. We shall not be liable for any loss or damage arising from unauthorized use of your credentials. You may not authorize others to use your account and you may not assign or otherwise transfer your account to any other person or entity.
4. Payments, Subscriptions and Refunds
4.1. Payments and Billing
You may access paid features on the Service only by spending our virtual currency called “Coins”. You may purchase Coins in separate packages. Such purchases function as an “in-app“ purchase option.
AlphaNovel reserves the right to determine pricing for the Service. AlphaNovel will make reasonable efforts to keep pricing information published on the Service up to date. We encourage you to check our Service periodically for current pricing information.
You authorize AlphaNovel to charge all sums for orders that you make and any level of Service you select as described in these Terms. Payments for the purchases (regardless of the value and quantity) will be processed by the third-party service through which the purchase is made (e.g., Google Play / Apple App Store). You may access the applicable “in-app“ purchase rules and policies directly on Google Play / Apple App Store.
In case you are not registered on the Service and/or did not log in into your account, you will lose your Coins after you reset your device. Please do not reset your device if you are not registered and/or logged into your account to avoid losing your coins.
You may be able to purchase the following types of subscriptions:
- Web subscription or
- App subscription
Once you subscribe, we (or our third-party payment processor) will automatically charge your Subscription fee on each renewal date. The subscription renews automatically at the end of each period (each month, 3 months, 6 months, or otherwise, depending on the option selected by you at the time of purchase) until you cancel your Subscription or until we terminate your access to or use of the App or Subscription in accordance with the Terms.
Payment will be charged to the payment method you submitted at the time of purchase at confirmation of purchase. You authorize us to charge the applicable subscription fees to the payment method that you submit.
By purchasing the Subscription, you agree to an initial and recurring Subscription fee at the then-current Subscription rate, and you accept responsibility for all recurring charges until you cancel your Subscription.
4.2.1. Web Subscription
You can purchase the Web Subscription on our Website. The Web Subscription allows you to access all content on the App for free.
4.2.2. App Subscription
You can purchase the App Subscription in our App available on App Store or on Google Play. The App Subscription allows you to receive double gifts, premium customer support and to mark your profile as a premium user.
4.2.3. Subscription Cancellation
You can cancel your Subscription at any time. Deleting the App does not cancel your subscriptions.
If you purchased a subscription on our Website: You can cancel your Subscription at any time by contacting our customer support team via email at [email protected].
If you purchased a Subscription on App Store: You can cancel your Subscription at any time by turning-off autorenewal through your Apple ID account settings. To avoid being charged, cancel the Subscription in your Apple ID account settings at least 24 hours before the end of the then-current Subscription period. You alone can manage your subscriptions. Learn more about managing subscriptions (and how to cancel them) on Apple Support Page.
If you purchased a subscription on Google Play: You can cancel your Subscription at any time by turning off auto-renewal through your Google Play account settings. To avoid being charged, cancel the Subscription in your account settings at least 24 hours before the end of the then-current subscription period. You alone can manage your subscriptions. Learn more about managing subscriptions (and how to cancel them) on Google Support Page.
If you cancel your Subscription, you will still have the right to use the App until the end of your then-current subscription period. We may cancel your Subscription if you fail to pay for your Subscription, violate the Terms, or for any other reason in our sole discretion.
4.2.4. Change of Subscription fee
To the maximum extent permitted by applicable laws, we may change Subscription fee at any time. We will give you reasonable notice of any such pricing changes by posting the new prices on or through the App and/or by sending you an e-mail notification, or in other prominent way. If you do not wish to pay the new Subscription fee, you can cancel your Subscription prior to the change going into effect.
4.3. No Refunds
All purchases on the Service are final and non-refundable and/or non-exchangeable unless otherwise is required by applicable law. If you made a purchase using your Apple ID, refunds are handled by Apple, not by us. Your purchase will be subject to Apple’s applicable payment policy, which also may not provide for refunds.
If you cancel your Subscription in the middle of the Subscription period you will not receive a refund of any portion of the Subscription fee paid for the then-current Subscription period at the time of cancellation.
If you made a purchase using your Apple ID, refunds are handled by Apple, not by us. Your purchase will be subject to Apple’s applicable payment policy, which also may not provide for refunds.
4.3. Special Offers
AlphaNovel may make promotional offers with different features and different pricing to any of AlphaNovel Users. These may be limited, at AlphaNovel’s sole discretion, to defined and limited Users or non-Users. Any promotional monies or coins placed into User accounts by AlphaNovel for use on the Service remain the property of AlphaNovel (they never become the property of Users and never become refundable to the User), and unless otherwise stated on the Service or in an email to a User, will be usable only for thirty (30) days.
5. User Representations
By using the Service, you represent and warrant that:
- you have the proper legal capacity and you agree to comply with these Terms;
- you are not under the age of 18;
- you will not access the Service through automated or non-human means, whether through a bot, script or otherwise;
- you will not use the Service for any illegal or unauthorized purpose;
- you are not subject to sanctions imposed by the United Nations Security Council, the United States of America, the United Kingdom, the European Union, and/or the country of your citizenship or nationality and you are not located in a country that is subject to any such sanctions or in a country or territory that has been designated as a terrorist supporting country by the United Nations, the United States of America, the United Kingdom and/or the European Union; and
- your use of the Service will not violate any applicable law or regulation.
If you are under 18 years of age you are not permitted to use the service.
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 Service (or any portion thereof).
6. User Content
Certain features on the Service may permit Users to upload content to the Service, including original literary works, suggestions, messages, comments, reviews, photos, video, images, data, text, and other types of works (“User Content”) and to publish User Content on the Service. You retain copyright and any other proprietary rights that you may hold in the User Content that you post to the Service.
You are solely responsible for the User Content that you post or publish on the Service and you are responsible for the consequences of posting or publishing such User Content. By posting or publishing User Content, you affirm, represent, and warrant that:
- you are the creator or owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize AlphaNovel and Users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you to AlphaNovel in these Terms and any other agreements between you and AlphaNovel;
- your User Content, and the use of your User Content as provided by these Terms, does not and will not:
- infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
- contain any kind of plagiarism;
- slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person;
- contain any objectionable, defamatory, inaccurate, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, racially offensive, or illegal material;
- infringe any other AlphaNovel policies or guidelines to which your User Content is subject;
- cause AlphaNovel to violate any law or regulation.
AlphaNovel does not endorse any User Content or any opinion, recommendation, or advice expressed in any User Content. You agree to waive any legal or equitable right or remedy you have or may have against AlphaNovel with respect to User Content. We expressly disclaim any and all liability in connection with User Content. If notified by a User or content owner that User Content allegedly does not comply with these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, AlphaNovel does not permit copyright-infringing activities on the Service.
You understand and agree that we are under no obligation to edit or control User Content, and will not be in any way responsible or liable for User Content. AlphaNovel reserves the right at any time and without prior notice to remove, edit, or block any User Content for any reasons in our sole discretion. The following is a list of examples of User Content that is illegal or prohibited on the Service:
- is patently offensive to the online community, such as User Content that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual, harasses or advocates harassment of another person;
- promotes information that is objectionable, false, defamatory, discriminatory, misleading, or promotes illegal activities or conduct that is objectionable, abusive, threatening, obscene, discriminating, defamatory or libelous;
- contains inflammatory religious commentaries or inaccurate or misleading quotations of religious texts;
- infringes, violates, or misappropriates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or contains any kind of plagiarism;
- promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated images, audio or video, or links to pirated images, audio or video files;
- contains realistic portrayals of people or animals being killed, maimed, tortured, or abused, or content that encourages violence;
- contains restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page);
- contains false information and features, including inaccurate device data or trick/joke functionality, such as fake location trackers;
- provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits personal information from anyone under the age of 18;
- provides instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses;
- engages in commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, and pyramid schemes; and/or
- has features of pornographic or adult content, including, but not limited, content that represents a sexual act, naked genitals or other graphic material.
7. Prohibited Activities
You may not access or use the Service for any purpose other than that for which we make the Service available. The Service may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
As a User of the Service, you agree not to:
- systematically retrieve data or other content from the Service to create or compile, directly or indirectly, a collection, compilation, database, or directory of such data or other content without our written permission;
- make any unauthorized use of the Service;
- violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;
- make any modification, adaptation, improvement, enhancement, translation, or derivative work from the Service;
- use the Service for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended;
- make the Service available over a network or other environment permitting access or use by multiple devices or users at the same time;
- use the Service for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the Service;
- 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 Service;
- circumvent, disable, or otherwise interfere with security-related features of the Service;
- engage in unauthorized framing of or linking to the Service;
- interfere with, disrupt, or create an undue burden on the Service or the networks or services connected to the Service;
- decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Service;
- attempt to bypass any measures of the Service designed to prevent or restrict access to the Service, or any portion of the Service;
- 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 Service, or using or launching any unauthorized script or other software;
- use the Service to send automated queries to any website or to send any unsolicited commercial e-mail;
- exploit children in any way, including in audio, video, photography and any other digital content;
- promote information and/or conduct that is objectionable and abusive and any other kinds of information and conduct that is prohibited under these Terms;
- disparage, tarnish, or otherwise harm, in our opinion, us and/or the Service;
- use the Service in a manner inconsistent with any applicable laws or regulations; or
- otherwise infringe these Terms.
8. Content on the Service. Copyright Policy
8.1. Proprietary Rights and License to You
Unless otherwise indicated, the Service is our proprietary property and all source code, databases, functionality, software, visual interfaces, designs, audio, video, text, photographs, and graphics at the Service as well as all User Content (collectively, “Content“), and the trademarks, service marks, and logos contained therein (“Marks“) are owned or controlled by us or licensed to us, and are protected by law. The Content, the Marks and the Service are provided at the Service “AS IS“ for your information and personal use only.
Except as expressly provided in these Terms, no part of the Service and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, publicly performed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
Provided that you are eligible to use the Service and subject to your full compliance with the Terms, we grant you a revocable, limited, non-exclusive, royalty-free, non-sublicensable, non-transferable license solely for your personal, non-commercial use to install or access and use the Service on wireless electronic devices owned or controlled by you, and to access and use the Service on such devices strictly in accordance with these Terms.
The license granted to you for the Service is limited to a license to use the Website or the application on a device that utilizes the Android / iOS operating system and in accordance with the usage rules set forth in the applicable Google Play / Apple App Store terms of service.
Subject to your full compliance with the Terms and to the extent we are lawfully able to grant such rights, we grant you a revocable, limited, non-exclusive, royalty-free, non-sublicensable, non-transferable license to access the User Content solely for your personal, non-commercial use.
For the avoidance of doubt, the Terms do not transfer from us to you any of our, or any third party’s intellectual property rights to the User Content, and all right, title and interest in and to the Works will remain vested with the applicable owner.
8.2. License to AlphaNovel
By posting or publishing the User Content, you grant AlphaNovel and its affiliates, licensees, and successors, to the furthest extent and for the maximum duration permitted by applicable law (including in perpetuity if permitted under applicable law) a non-exclusive, unrestricted, irrevocable, perpetual, worldwide, royalty-free, fully sublicensable (through multiple tiers) license to host, store, transfer, use, display, publicly perform, reproduce, transmit, broadcast, distribute, edit, format, modify, copy, extract and create derivative works of any Works, in whole or in part, in any media now known or not currently known.
9. User Disputes
To the fullest extent permitted by law, you agree to indemnify, defend, and hold harmless the Service and all of its subsidiaries, affiliates, officers, agents, and other partners and employees, from and against any loss, liability, claim, or demand, including reasonable attorney’s fees and costs, made by any third party resulting from or in any way connected with or related to your use of the Service in violation of this Agreement and/or your breach of this Agreement and/or any of your representations and warranties set forth above. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with, and fully indemnify, us in connection therewith.
10. Non-commercial use by Users
The Service is for personal use only and may not be used in connection with any commercial endeavors. Organizations, companies, and/or businesses may not use the Service for any purpose.
11. User Data
12. Term and Termination
These Terms shall remain in full force and effect while you use the Service. You may terminate your account at any time by contacting customer service at [email protected]. If you terminate your account, you remain obliged to pay all outstanding fees, if any, incurred prior to termination relating to your use of the Service.
WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT OR ANY OTHER PROVISION CONTAINED IN THESE TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICE, OR DISABLE, SUSPEND, OR TERMINATE YOUR ACCOUNT WITHOUT WARNING, IN OUR SOLE DISCRETION.
AlphaNovel will promptly terminate without notice the accounts of Users that are determined by AlphaNovel to be “Repeat Infringers.” A Repeat Infringer is a User who has been notified of infringing activity or has had User Content removed from the Service at least twice.
In addition, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
13. Customer Service
We provide assistance and guidance through customer care representatives. We may, from time to time, create profiles which are created, maintained, and managed by our employees (“Staff Profiles”). The purpose of these Staff Profiles is to enable us to ensure our Services are operating properly by testing the Services, features, and functionalities, and to research our products and Services. All Staff Profiles will be identifiable as such and, in the event that you opt to communicate or interact with a Staff Profile, you will be made aware of the nature of this Staff Profile.
By providing your phone number, you consent to receive autodialed or prerecorded calls from us at the phone number that you have provided to us, including any mobile telephone number and/or a number listed on any do-not-call list, to: (a) facilitate conversations between you and other Users; or (b) otherwise provide our Services or enforce these Terms. You are not required to provide your consent to these calls as a condition of purchase on the Service. Standard telephone minute charges may apply. We may, without further notice or warning, and in our sole discretion, monitor or record telephone conversations that we have with you or anyone acting on your behalf for quality control and training purposes or to protect our rights, and you expressly consent to such monitoring.
When communicating with our customer care representatives, you agree to not be abusive, obscene, profane, offensive, sexist, threatening, harassing, racially offensive, and to not otherwise behave inappropriately. If we feel that your behavior towards any of our customer care representatives or other employees is at any time not in compliance with the previous sentence, we reserve the right to immediately terminate your membership (without prejudice to the generality of other provisions of this Agreement).
14. Third-Party Links And Websites
We may provide you with access to third-party links and websites over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such third-party links and access to third-party websites “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of third-party links or websites.
Any use by you of third-party links or websites offered through the Service is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which the third-party links and websites are provided by the relevant third-party provider(s).
15. Modifications and Interruptions
We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify, temporarily or permanently, the Service (or any part thereof) at our sole discretion at any time or for any reason without notice to you.
We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Service.
We cannot guarantee the Service will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Service, resulting in interruptions, delays, or errors.
You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Service during any downtime or discontinuance of the Service.
Nothing in these Terms will be construed to obligate us to maintain and support the Service or to supply any corrections, updates, or releases in connection therewith.
16. Governing Law
These Terms are governed by, and construed in accordance with the law of Cyprus (excluding conflict of laws provisions).
To the extent that any action relating to any dispute hereunder is for whatever reason not submitted to arbitration, each of the parties submits to the exclusive jurisdiction to the courts of England and Wales to settle any disputes which may arise out of or in connection with this Agreement and that accordingly the relevant proceedings must be brought in such courts.
The parties irrevocably submit to the personal jurisdiction and venue of the courts of England and Wales and waive any defenses of improper venue or forum non conveniens.
17. DISPUTE RESOLUTION BY MANDATORY BINDING ARBITRATION AND CLASS ACTION WAIVER
PLEASE READ THE FOLLOWING ARBITRATION AGREEMENT IN THIS SECTION 17 (“ARBITRATION AGREEMENT“) CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH ALPHANOVEL AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
17.1. Applicability of Arbitration Agreement
This Arbitration Agreement governs any dispute between you and AlphaNovel (and each of our respective agents, corporate parents, subsidiaries, affiliates, predecessors in interest, successors, and assigns) including but not limited to claims arising out of or relating to any aspect of the relationship between you and AlphaNovel, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before these Terms or any prior agreement; and claims that may arise after the termination of these Terms. However, (1) you may assert claims in small claims court if your claims qualify within the scope of your jurisdiction; and (2) you or AlphaNovel may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the effective date of these Terms or any prior version of these Terms.
The relevant arbitrator shall have sole authority to determine applicability of the Arbitration Agreement in each particular case. In the event that a dispute involves both issues that are subject to arbitration and issues that are not subject to arbitration, the parties unequivocally agree that any legal proceeding regarding the issues not subject to arbitration shall be stayed pending resolution of the issues subject to arbitration.
17.2. Initial Dispute Resolution
Most disputes can be resolved without resort to arbitration. If you have any dispute with AlphaNovel, you agree that before taking any formal action, you will contact us at [email protected], and provide a brief, written description of the dispute and your contact information. The parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with AlphaNovel, and good faith negotiations will be a condition to either party initiating an arbitration.
17.3. Binding Arbitration
If the parties do not reach an agreed-upon solution within a period of sixty (60) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve claims subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms (including the Terms formation, performance, and breach), the parties relationship with each other, and/or your use of the Service will be finally settled by binding arbitration before one arbitrator administered by:
- the London Court of International Arbitration (“LCIA”) if you are not a U.S. resident. Disputes are subject to the most current version of the LCIA Arbitration Rules when the notice of arbitration is submitted. Information about the LCIA’s rules can be found at https://www.lcia.org/Dispute_Resolution_Services/LCIA_Arbitration.aspx; or
- JAMS if you are a U.S. resident. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at https://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at https://www.jamsadr.com/rules-comprehensive-arbitration. JAMS’s rules are also available at https://www.jamsadr.com or by calling JAMS at 800-352-5267.
In each case the relevant arbitration rules will apply as modified by this Arbitration Agreement. In the event of a conflict between the applicable arbitration rules and these Terms, these Terms shall govern unless otherwise agreed by the parties and the relevant arbitrator.
If the relevant administrator of arbitration is not available to arbitrate, the parties will select an alternative arbitral forum.
17.4. Arbitration Proceedings
Initiating Arbitration. To start an arbitration, you must follow instructions available at:
- https://www.lcia.org/adr-services/lcia-notes-for-parties.aspx#5.%20COMMENCING%20AN%20LCIA%20ARBITRATION for LCIA; or
- https://www.jamsadr.com/submit/ for JAMS.
Arbitration Fees. If you are a consumer and you initiate arbitration, the only fee required to be paid is $250 and the other part of the filing fee (if any) will be borne by us. If the arbitrator finds the arbitration initiated by you to be non-frivolous and/or not in bad faith, all other arbitration costs will be borne by AlphaNovel. If AlphaNovel initiates arbitration against you and you are a consumer, AlphaNovel will pay for all costs associated with the arbitration. The parties are responsible for paying their own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise.
Should either party bring a dispute involving issues subject to arbitration in a forum other than arbitration, the court or the arbitrator shall have the authority to award reasonable costs, fees and expenses, including reasonable attorneys’ fees, incurred by the other party in successfully staying or dismissing, in whole or in part, such other proceeding or in otherwise enforcing compliance with this Arbitration Agreement.
Arbitrator Selection. The arbitrator must be neutral, and you will have a reasonable opportunity to participate in the process of choosing the arbitrator.
Arbitration Hearings. The arbitrator will conduct hearings, if any, by teleconference or videoconference (based on written and/or electronic filing of documents), rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances, provided that if you are a consumer, you have a right to an in-person hearing in your hometown area. If the parties are unable to agree on a location, such determination should be made by the administrator of arbitration or by the arbitrator.
Consumer Remedies. If you are a consumer, remedies that would otherwise be available to you under applicable laws will remain available under this Arbitration Agreement, unless you retain the right to pursue such remedies in court as per this Agreement.
Discovery of Non-privileged Information. As part of the arbitration, both you and we will have the opportunity for discovery of non-privileged information that is relevant to the claim.
Upon either party’s request, the arbitrator will issue an order requiring that confidential information of either party disclosed during the arbitration (whether in documents or orally) may not be used or disclosed except in connection with the arbitration or a proceeding to enforce the arbitration award and that any permitted filing of confidential information must be done under seal.
Communications with the Arbitrator. Whenever communicating with the arbitrator, the parties must include each other – for example, by including the other party on a telephone conference call and copying the other party on any written submissions, such as letters or emails. To the extent practicable, conferences with the arbitrator will take place by telephone conference call or email. Ex parte communications are not permitted with any arbitrator.
Choice of Law. The arbitrator shall apply:
- if you are not a U.S. resident, the laws of England and Wales (also known as English Law), without regard to English Law’s conflict of laws rules; or
- if you are a U.S. resident, Delaware law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law.
Arbitrator’s Award. An arbitrator’s award will consist of a written statement stating the disposition of each claim. The award will also provide a concise written statement of the essential findings and conclusions on which the award is based.
The arbitration award shall be final and binding on the parties. Judgment on the arbitrator’s award may be entered in any court of competent jurisdiction.
17.5. Class Action Waiver and Jury Trial Waiver
THE ARBITRATOR HAS NO AUTHORITY TO AWARD PUNITIVE DAMAGES. NEITHER YOU NOR ALPHANOVEL AGREES TO ANY ARBITRATION ON A CLASS BASIS, AND THE ARBITRATOR SHALL HAVE NO AUTHORITY TO PROCEED ON SUCH A BASIS. A PARTY MAY ASSERT A CLAIM OR COUNTERCLAIM ONLY IN THAT PARTY’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF CLASS PROCEEDING. UNDER THE ARBITRATION AGREEMENT, ARBITRATOR SHALL NOT COMBINE OR CONSOLIDATE MORE THAN ONE PARTIES CLAIMS WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES TO AN ARBITRATION PROCEEDING.
BY AGREEING TO THE ARBITRATION OF DISPUTES AS SET FORTH HEREIN, YOU AGREE THAT YOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL AND LIMITING YOUR RIGHT TO APPEAL AND YOU UNDERSTAND THAT YOU ARE WAIVING YOUR RIGHTS TO OTHER AVAILABLE RESOLUTION PROCESSES, SUCH AS A COURT ACTION.
17.6. Litigation of Intellectual Property and Small Claims Court Claims
Notwithstanding the parties decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in court with jurisdiction or in other relevant state authority to protect its intellectual property rights. Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
17.7. 30-Day Right to Opt Out
You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending electronic notice of your decision to opt out to [email protected] with the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.“ The notice must be sent within 30 days of (a) the effective date of these Terms; or (b) your first date that you used the Service that contained any versions of the Terms that substantially included this version of the Arbitration Agreement (including class action waiver), whichever is later. Otherwise, you will be bound to arbitrate disputes in accordance with the terms of these paragraphs. If you opt out of this Arbitration Agreement, AlphaNovel also will not be bound by it.
In order to be effective, the opt out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 16. “Governing Law and Venue.“
17.8. Severability of Arbitration Agreement
If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Arbitration Agreement; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in court in accordance with Section 16. “Governing Law and Venue,“ and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Arbitration Agreement is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Arbitration Agreement will be enforceable.
This Arbitration Agreement will survive any termination of your use of the Service.
18. Entire Agreement
This Agreement and all other provisions referenced herein contains the entire agreement between you and us regarding the use of the Service. If any provision of these Terms is held invalid, the remainder of these Terms shall continue in full force and effect.
There may be information at the Service that contains typographical errors, inaccuracies, or omissions that may relate to the Service, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information at the Service at any time, without prior notice.
THE SERVICE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICE WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THIS SERVICE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF SECURE SERVERS WE USE AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE.
WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
21. LIMITATION OF LIABILITIES
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, CONTRACTORS, AFFILIATES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING OR $1,000.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, contractors and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys fees and expenses, made by any third party due to or arising out of: (1) use of the Service; (2) breach of these Terms; (3) any breach of your representations and warranties set forth in these Terms; or (4) your violation of the rights of a third party, including but not limited to intellectual property rights.
Notwithstanding the foregoing, we reserve 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, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
23. Electronic Communications, Transactions, and Signatures
Using the Service, sending us emails, completing online forms and using any other form of communication via the Service constitute electronic communications, you consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and at the Service, satisfy any legal requirement that such communication be in writing.
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 BY US OR VIA THE SERVICE.
You further acknowledge and agree that by clicking on a button labeled “SUBMIT”, “I ACCEPT”, “I AGREE” 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. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, including without limitation the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the “E-Sign Act”) or other similar statutes, 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 SERVICE. Furthermore, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature, delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.
You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
These Terms and any policies or operating rules posted by us at the Service constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control.
If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms or use of the Service.
You agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.
25. Force Majeure
We shall not be responsible for any failure to perform due to unforeseen circumstances or to causes beyond our reasonable control, including but not limited to: acts of God, such as fire, flood, earthquakes, hurricanes, tropical storms or other natural disasters; war, riot, arson, embargoes, acts of civil or military authority, or terrorism; strikes, or shortages in transportation, facilities, fuel, energy, labor or materials; failure of the telecommunications or information services infrastructure; hacking, SPAM, or any failure of a computer, server or software, for so long as such event continues to delay our performance.
26. Contact Details
Brailion Ventures Limited
79 Spyrou Kyprianou Avenue, Protopapas Building, 2nd Floor, Limassol, 3076 Cyprus
Contact email: [email protected]