Terms of Use

Last updated: 13 October 2026

PLEASE NOTE THAT THE SERVICE OFFERS SUBSCRIPTIONS WITH AUTOMATIC RENEWAL.

By purchasing an automatically renewing subscription, you acknowledge and agree that recurring charges will apply in accordance with the terms presented near the point of sale. To avoid being charged for the next subscription period, you must cancel before your free trial expires or your current billing period ends. If you do not cancel within the applicable timeframe, your subscription will renew automatically, and the relevant fee will be charged.

In order to cancel your subscription or free trial access to the Service, please follow the below instructions:

If you subscribed or started a free trial through the App Store, refund requests must be submitted to Apple in accordance with its applicable instructions.
If you subscribed or started a free trial through Google Play or our website, you may contact us at support@upshift-app.com for assistance.

Removing or uninstalling the App does not cancel your subscription or trial. You must complete the applicable cancellation process as described above. We recommend keeping a screenshot of this notice for your records.

Failure to use the Service after purchasing a subscription or starting a free trial does not, by itself, entitle you to a refund. Your decision not to access or use the Service does not affect your payment obligations, subject to any refund or cancellation rights available under applicable law.

BINDING ARBITRATION, CLASS ACTION AND JURY TRIAL WAIVER

Section 10 of these Terms sets out the procedures for resolving disputes between you and us. It contains a binding arbitration agreement under which:

You agree to resolve covered disputes through final and binding arbitration instead of court proceedings, except where specific exceptions apply.
You waive your right to bring or participate in a class action against the Company.
You may opt out of the arbitration agreement by following the procedure specified in Section 10.

Please review Section 10 carefully, as these provisions may significantly affect your legal rights, including your right to pursue claims in court.

THESE TERMS CONTAIN IMPORTANT DISCLAIMERS. PLEASE SEE DETAILS IN SECTION 2.

OUR PRIVACY POLICY EXPLAINS HOW WE COLLECT, USE, AND SHARE YOUR PERSONAL INFORMATION. PLEASE REVIEW IT TO UNDERSTAND OUR PRIVACY PRACTICES AND HOW YOUR INFORMATION IS HANDLED.

Contents:

1. ACCEPTANCE OF TERMS

2. DISCLAIMERS

3. YOUR ACCOUNT

4. USE OF THE SERVICE

5. THIRD-PARTY CONTENT

6. SUBSCRIPTION FEES AND PAYMENT TERMS

7. USER REPRESENTATIONS AND RESTRICTIONS

8. LIMITATION OF LIABILITY

9. INDEMNIFICATION

10. INFORMAL DISPUTE RESOLUTION PROCEDURES

11. NOTICE TO EEA OR UK RESIDENTS

12. NOTICE TO CALIFORNIA RESIDENTS

13. LIMITATION ON CLAIMS PERIOD

14. MISCELLANEOUS

15. NOTICE REGARDING APPLE

16. NOTICE REGARDING GOOGLE PLAY

1. ACCEPTANCE OF TERMS

These Terms of Use (the “Terms”) are a contract between you and Arnor Limited, a company registered in Cyprus under No. ΗΕ 498843, with its registered office at 84 Spyrou Kyprianou Avenue, 4004 Limassol, Cyprus ("Company", "we", "us" or "our"). The Terms cover your use of our mobile apps, websites, devices and related services (together, the "Service" or the "App") and of everything made available through them, including information, text, graphics and software (the "Content").

The Service may be distributed to you through merchants of record, resellers or agents duly authorised by us. Where your purchase is processed by any such authorised merchant of record, reseller or agent, the term "Company" shall, for the purposes of these Terms and exclusively in connection with the processing of payments, be construed as including that merchant of record, reseller or agent, as the case may be.

By accessing any part of the Service, you confirm that you have read and understood these Terms and agree to be legally bound by them. If you do not agree to these Terms or any part thereof, you shall not use the Service.

The Service is not intended for individuals under the age of 18. If you are under 18, you must not use the Service.

These Terms are originally drafted in English. We may make translations available for convenience. If there is any inconsistency between the English version and a translated version, the English version will prevail and will constitute the legally binding version.

Our Privacy Policy, Subscription Policy, Refund Policy, Review Policy, and AI Usage Policy are incorporated into and form an integral part of these Terms. From time to time, we may publish additional policies or supplemental terms within the Service, which will be incorporated into these Terms by reference.

We may amend these Terms from time to time. When we do so, we will update the “Last updated” date above and, where required by applicable law, notify you of the changes. Unless applicable law requires otherwise, the updated Terms will take effect when they are published on the Service.

Your continued use of the Service after the amended Terms take effect constitutes your acceptance of the changes. If you do not agree to the amended Terms, you must stop using the Service.

2. DISCLAIMERS

Nothing in these Terms shall exclude or limit any rights or protections that cannot lawfully be waived or restricted under applicable law. Any statutory rights you may have under the laws of your country of residence shall remain fully preserved and unaffected by these disclaimers.

2.1. GENERAL DISCLAIMERS

To the maximum extent permitted by applicable law, you acknowledge that your use of the Service is entirely at your own risk. The Service, including all products, features, and Content made available through it, is provided on an “as is” and “as available” basis, without warranties or representations of any kind, whether express, implied, or statutory.

The Company, together with its affiliates, officers, employees, agents, partners, and licensors, disclaims all warranties to the fullest extent permitted by law, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, reliability, and completeness of any content or data provided through the Service.

Without limiting the foregoing, the Company does not guarantee that:

The Service will satisfy your particular needs, expectations, or intended purposes;
The Service will operate continuously, securely, or without errors, interruptions, or technical malfunctions;
Any information, content, or results obtained through the Service will be accurate, complete, reliable, or suitable for your intended use;
The quality of any products, features, content, or services available through the Service will meet your expectations;
Any defects, errors, or technical issues will be identified or resolved within a specific timeframe, or at all.

You are solely responsible for evaluating and determining the suitability of any Content accessed through the Service. Any reliance on or use of such materials is at your own discretion and risk. To the fullest extent permitted by law, the Company shall not be responsible for any damage to your device, loss of data, or other adverse consequences arising from your access to or use of the Service, including those resulting from technical failures, service interruptions, or system malfunctions.

2.2. WE DO NOT PROVIDE ANY HEALTHCARE SERVICES, MEDICAL OR OTHER PROFESSIONAL ADVICE

The Service is intended to support general fitness, nutrition and wellbeing and is not intended for the diagnosis or treatment of any condition, nor for the provision of healthcare of any kind. The Company does not provide any regulated healthcare services, medical advice or professional health consultations.

All guidance, recommendations and information made available through the Service are provided solely for educational and informational purposes and are not to be relied upon in place of professional financial, medical, legal, or other specialized advice. You recognize that taking up physical activity or altering your diet entails inherent risks, and you accept sole responsibility for your decisions and for any consequences arising from them.

You should seek the advice of a suitably qualified medical practitioner before making any material change to your diet or exercise regime. Where you suffer from a pre-existing health condition, are pregnant or breastfeeding, are taking medication, or have any concern as to how our recommendations may affect you, you must obtain medical advice before using the Service. If you are advised by a physician not to use the Service, you must refrain from doing so.

No information provided through the Service should be treated as personalized medical advice. Content supplied by any person described as a doctor, trainer, health coach or dietitian shall in no circumstances replace an in-person consultation with a licensed healthcare provider.

The Service may include interactive coaching features that connect you with coaches, advisors, and consultants ("Coaches"). Such coaching services are intended solely to provide general wellness guidance and do not constitute professional medical or therapeutic advice or services. Coaching services do not include medical diagnoses, treatments, or prescriptions and are not intended to replace consultations with licensed healthcare professionals. The Company does not guarantee the accuracy, completeness, or reliability of any health-related information provided through the coaching services. You are responsible for determining whether any guidance provided by Coaches is appropriate for your individual needs and circumstances.

In the event of an emergency or an urgent health concern, you must contact your physician or the emergency services. The Service does not provide emergency medical assistance of any kind.

No relationship of doctor and patient, therapist and client or any other healthcare professional relationship is created between you and the Company by reason of your use of the Service.

To the maximum extent permitted by law, the Company accepts no responsibility for any medical outcome connected with your use of the Service. It is your sole responsibility to verify any health-related information and to make informed decisions having regard to your individual circumstances.

2.3. WE DO NOT GUARANTEE YOUR RESULTS

Your progress in relation to fitness, weight loss, or wellbeing depends on a range of factors, including your individual effort, lifestyle, and state of health. The Company does not guarantee any particular results or outcomes.

Any testimonials, before-and-after photographs, or user success stories featured on the Service reflect the experiences of the individuals depicted or quoted and are provided for illustrative purposes only. They do not guarantee or imply that you will achieve similar results.

2.4. WE DO NOT GUARANTEE ACCURACY OF INFORMATION

While we endeavour to furnish useful and accurate information, we give no assurance that any Content is accurate, complete, current, or suitable for your particular needs. Information relating to food products, ingredients, allergens or nutritional values should be confirmed with official sources, and you should always seek professional guidance where appropriate.

Health, fitness, and activity data recorded or displayed by the Service is provided for general informational purposes only and is not a substitute for measurements from certified medical devices or an assessment by a qualified professional. The Company does not guarantee the accuracy or reliability of such data or of any fitness, nutrition, or wellness recommendations provided through the Service.

2.5. WE DO NOT GUARANTEE THAT ALL YOUR INFORMATION WILL BE REFLECTED IN OUR RECOMMENDATIONS

We may collect information about your preferences and goals during onboarding. We may use this information to personalize your recommendations, but this does not mean that every piece of information you provide will be taken into account in your plan.

While we aim to make our guidance relevant and effective, we do not guarantee that all information you provide during onboarding will be reflected in our recommendations. If you have any concerns about whether our recommendations are appropriate for your individual needs or circumstances, you should seek advice from a qualified healthcare or fitness professional.

2.6. WE DO NOT GUARANTEE INTERNATIONAL AVAILABILITY

The Company does not warrant that the Service is available, suitable, or permitted under the laws of every jurisdiction. Use of the Service is prohibited in any location where such access or use would violate applicable law. You are solely responsible for accessing and using the Service on your own initiative and for ensuring compliance with all laws and regulations applicable in your jurisdiction.

3. YOUR ACCOUNT

Access to certain features of the Service may be conditional upon your registration of an account (an "Account") and upon your supplying accurate and complete information in the course of registration. If you fail to provide or maintain accurate information, certain features or functionality of the Service may be affected, and we may be unable to provide you with important updates or notices.

The Company may, in its discretion and with or without prior notice, suspend or terminate your Account and restrict your access to the Service where it determines that you have breached these Terms or any applicable law. Termination may entail the loss of access to your data, content and any benefits attaching to the Service, and the Company accepts no responsibility for any consequences of such action.

You acknowledge that you are solely responsible for maintaining the confidentiality of your Account credentials, as well as for all activities that occur under your Account. You agree to immediately notify the Company at support@upshift-app.com of any unauthorized use of your user account or any other breach of security. The Company shall not be liable for any loss, unauthorised transaction or damage resulting from access to your Account that is attributable to your failure to safeguard your credentials.

4. USE OF THE SERVICE

4.1. Intellectual Property Rights

The Service, including its Content, logos, trademarks and all related materials, is the exclusive property of the Company or its licensors. Save as expressly provided in these Terms, no intellectual property rights are transferred to you by reason of your access to or use of the Service. Unless expressly authorised to do so, you may not copy, modify, distribute, sell or reverse-engineer any part of the Service.

The Company grants you a limited, non-exclusive, non-transferable and revocable licence to access and use the Service for personal and non-commercial purposes only. This licence entitles you to install the App on your personal mobile device, but does not extend to sublicensing, resale, modification or any unauthorised use. Any breach of these Terms may result in your access to the Service being suspended or terminated with immediate effect.

4.2. User Content

You may have an opportunity to submit comments, feedback, materials, text, images or other content through the Service (“User Content”). You retain ownership of your User Content. By submitting User Content, however, you grant the Company, its sublicensees, successors, and assigns a royalty-free, worldwide, transferable, perpetual and irrevocable licence to use, reproduce, modify, translate, publish, distribute, publicly display, and create derivative works from your User Content in any form and through any medium or technology, including by incorporating it into other works and services. Any personal data, as defined by applicable privacy laws, is expressly excluded from this licence and shall be processed in accordance with the Company's Privacy Policy.

In submitting User Content, you represent and warrant that you are its owner or that you hold all rights and permissions needed to grant the licence described above. You further confirm that your User Content does not infringe the intellectual property, privacy or other rights of any third party, and that any third-party rights in it, including moral rights, have been lawfully waived in your favour or granted to you. The Company and its successors may make use of User Content without further notice to you, attribution or payment.

Should you wish to withdraw the licence granted in respect of particular User Content, you may contact us at support@upshift-app.com. Any use before such withdrawal shall not be affected.

The Company does not undertake active monitoring of User Content but retains the right, at its discretion, to review, edit, or remove it. The Company is not liable for the accuracy or lawfulness of User Content submitted by users.

4.3. Reviews and Testimonials

By submitting any review, rating, comment, testimonial or other feedback relating to the Service (a "Review") on any platform, including without limitation the Apple App Store, the Google Play Store, websites and social media platforms, or directly to the Company, you grant to the Company and its affiliates a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable and transferable right to use, reproduce, modify, adapt, publish, translate, distribute, publicly perform, publicly display and prepare derivative works from such Reviews for any lawful purpose, including without limitation marketing, advertising, promotional activities, product development and customer engagement, without further notice to you, attribution or payment. The Company may use a Review together with your publicly displayed username, profile picture or other identifying information (if available), unless you request in writing that the Review be used anonymously.

The Company is under no obligation to use, display or retain any Review and may edit or remove any Review.

The Company bears no responsibility for the content of Reviews posted by users and does not endorse any views expressed in them.

Should you wish a Review that you have submitted to be removed, you may contact us at support@upshift-app.com.

4.4. Modifications of the Service

The Company may at any time, without prior notice and without incurring any liability towards you or any third party, modify, suspend or discontinue the Service or any part, content or feature thereof, for instance in order to introduce or trial new features, to repair or further develop the Service, to satisfy legal, regulatory or contractual requirements, or in response to exceptional or unforeseen circumstances. Such changes may include, but are not limited to: revisions to content or information available through our website and mobile applications; changes to the features, availability, or operation of the Service; adjustments to pricing, service plans, or applicable terms and conditions.

We shall not be held liable for any loss, damage, or inconvenience arising from or related to changes, interruptions, suspensions, or discontinuation of any portion of the Service.

Where a modification has an impact on your use of the Service, you may cancel your subscription or delete your account.

4.5. Service Availability

Certain services and features may not be offered in every country, in every language or on every operating system.

Use of the app requires a smartphone running one of the following operating systems, or a later version:

iOS — 16.1
Android — 8.0

When accessing the website, please ensure that your web browser is updated to its most recent version, which will help to avoid security issues and ensure that all features function correctly.

4.6. Customer Support

Customer support is made available at the Company's discretion. Although we may assist users, we are under no obligation to provide support or to respond to enquiries. Should you require assistance, please write to support@upshift-app.com, and we will respond as reasonably practicable.

4.7. Coaching Services

The Service may include interactive coaching features that connect you with Coaches. The Company may at its discretion assign, replace or change Coaches and may revise or adapt the format of coaching services as necessary. For the protection of privacy and the consistency of our brand identity, the names and images of Coaches may be altered or anonymised, and AI-generated images may be used in place of genuine photographs. Any such images serve purely illustrative and branding purposes and do not depict real persons.

5. THIRD-PARTY CONTENT

The Service may contain or provide access to products, services, websites, applications, advertisements, links, embedded content, and other materials made available by third parties, including content submitted by other users (collectively, “Third-Party Content”). The Company does not own or control these third-party resources and is not responsible for their content, operation, availability, or policies.

Third-Party Content is provided for your convenience only and does not constitute an endorsement, recommendation, or verification by the Company. We do not guarantee that such content is accurate, complete, lawful, up to date, reliable, or suitable for your purposes. Third-Party Content may contain material that is inaccurate, misleading, offensive, objectionable, or otherwise inappropriate, and you access and use it at your own discretion and risk.

Any dealings you have with third parties through or in connection with the Service, including purchases, communications, agreements, or other transactions, are solely between you and the relevant third party. The Company is not responsible for any resulting claims, disputes, losses, damages, or other consequences.

Third-party websites and services may have their own terms, privacy notices, and data practices. You are responsible for reviewing and complying with them before using those services. The Company does not control how third parties collect, process, store, or otherwise use your information and is not responsible for their handling of your data.

Third-Party Content may also expose you to risks such as malicious software, phishing, fraud, or other deceptive or harmful practices. To the fullest extent permitted by law, the Company disclaims any liability arising from your access to or use of Third-Party Content or your dealings with third parties.

If you believe that Third-Party Content available through the Service is harmful, misleading, or inappropriate, you may notify the Company. We may, but are not required to, review or remove such content unless applicable law requires us to do so.

6. SUBSCRIPTION FEES AND PAYMENT TERMS

6.1. Available Subscriptions and Purchases

The Service is offered on a subscription basis. You may subscribe through our website (“Web Purchase”) or through an applicable App Store (“In-App Purchase”). Before you complete a purchase, we will display the applicable fees, subscription period, billing frequency, available payment methods, and other material terms. Subscription pricing may differ depending on factors such as your location, the package selected, and the subscription period. Certain features may be available without a subscription, but full access is conditional upon a paid subscription.

After completing the onboarding process, you will be shown the subscription options available and may choose from them. By choosing a subscription and authorising payment, you authorise the relevant payment processor or App Store to charge your chosen payment method. Access to the applicable Service will become available once the payment has been successfully processed.

Web Purchases are processed by third-party payment processors, which you authorise to charge your chosen payment method. In-App Purchases are processed by the relevant App Store, whose terms and policies govern the transaction.

6.2. Automatic Renewal and Cancellation

Every subscription renews automatically unless cancelled. Unless otherwise disclosed at the time of purchase, each renewal period shall be equal in length to the initial subscription term. To prevent renewal, you must cancel your subscription prior to the renewal date.

By purchasing a subscription, you authorize recurring charges at the applicable billing interval. Unless otherwise disclosed, the renewal price will not exceed the price paid for the immediately preceding subscription period, excluding introductory, promotional, or discounted pricing. Where required by law, we will notify you in advance of any change to the renewal price.

Web Purchases must be cancelled through the account settings on our website or using the cancellation instructions provided when you subscribed. In-App Purchases must be cancelled through the account settings of the relevant App Store. Removing or uninstalling the App does not cancel your subscription.

6.3. Add-Ons

The Service may also offer optional products or features in addition to your main subscription, including premium content, consultations, or other supplementary services. These may be offered as one-time purchases or recurring subscriptions.

Additional recurring purchases are separate from your primary subscription. Cancelling your main subscription will not automatically cancel a recurring add-on, and cancelling an add-on will not cancel your primary subscription. Each recurring service must therefore be cancelled separately.

6.4. Minute Balance

The Service may allow you to maintain a prepaid balance of minutes (“Minute Balance”) that can be used to access certain time-based features, including coaching services, subject to these Terms and any applicable restrictions.

Minutes are prepaid units that provide access to designated features within the Service. They are not money, electronic money, a deposit, payment instrument, or other financial asset and have no value outside the Service. Minutes cannot be converted into cash, refunded, transferred, sold, resold, or exchanged, and do not earn interest, dividends, or any other return.

You may purchase additional minutes using an available payment method. Payment methods may differ depending on your location. You are responsible for providing accurate payment information and for any fees, exchange-rate adjustments, currency conversion charges, or applicable taxes imposed in connection with your purchase.

Minutes are used when you start a message exchange or coaching session. One (1) minute is charged at the beginning of each interaction and permits you to send messages for the next 60 seconds. You may use available minutes with any Coach or other service provider offered through the Service. Unless otherwise stated, unused minutes remain available on your account without an expiry date.

We may remove or cancel your remaining Minute Balance if your account is suspended or terminated because of a breach of these Terms or applicable policies, suspected fraud or unauthorized activity, unlawful conduct, or conduct that may adversely affect the Service, its users, or its reputation. In such circumstances, you will not be entitled to compensation for unused minutes.

You are responsible for activity carried out through your account and should keep your login credentials confidential. If you believe that someone has accessed your account without authorization, you must notify us promptly at support@upshift-app.com. We may temporarily suspend or restrict access to your Minute Balance while we investigate suspected unauthorized activity or other violations.

6.5. Refunds

Refund procedures depend on how you purchased the Service. If you subscribed or started a free trial through Apple’s App Store, refund requests must be submitted to Apple in accordance with its applicable procedures. If you subscribed or started a free trial through Google Play or our website, you may contact us at support@upshift-app.com for assistance.

Except where applicable law provides otherwise, Web Purchases are non-refundable and non-exchangeable. We will provide refunds or cancel purchases where required by mandatory law and may also issue refunds at our discretion in accordance with our applicable policies. Further information is available in our Refund Policy.

6.6. Right of Withdrawal for EU and UK Residents

If you reside in the European Union or the United Kingdom, you are legally entitled to withdraw from a contract for the purchase of digital services within 14 days of the purchase, without stating any reason and incurring additional costs. Where you were granted access to a free trial, the withdrawal period will end 14 days after the commencement of the free trial rather than after the date of payment.

If you want to exercise the right of withdrawal, you must inform us of your decision to withdraw from the contract by email to support@upshift-app.com. You may, but are not obliged to, use the model withdrawal form set out below. If you reside in the European Union, you may also withdraw from your contract with us through the App. To meet the deadline, you must send your withdrawal notice or withdraw through the App before the 14-day period expires.

If you validly exercise your right of withdrawal, we will reimburse the payments received from you without undue delay and no later than 14 days after receiving your notice. The refund will be made using the original payment method unless you expressly agreed otherwise, and you will not be charged any reimbursement fees.

Where you have expressly consented to the immediate supply of the Service commencing before the end of the withdrawal period and have acknowledged that you thereby lose your right of withdrawal, you will not be entitled to a refund in respect of digital content already supplied. Digital services may qualify for a proportionate refund reflecting the portion of the Service provided before the withdrawal. Where this provision applies, you will be provided with confirmation of your prior express consent and acknowledgement on a durable medium.

Model Withdrawal Form
To: UpShift, email: support@upshift-app.com
Subject: Exercise of Right of Withdrawal
I hereby notify you of my withdrawal from the contract for the purchase of the following service:
Service Name:
Date of Purchase / Free Trial Start:
Full Name:
Email Address:
Payment Method Used:
Date of Request:
(Signature required if submitted by mail)

6.7. Notice to California Residents

If you reside in California, you have the right to cancel a purchase before midnight on the third business day following the date of purchase and receive a full refund of the amount paid. To exercise this right, contact us at support@upshift-app.com before the applicable deadline. Any refund will generally be returned to the original payment method without additional reimbursement fees.

6.8. Chargebacks and Payment Disputes

Where you seek a refund of a payment made by a reversible method of payment, such as a credit or debit card, we strongly recommend that you first contact us at support@upshift-app.com before initiating a chargeback with your payment provider, so that we may review your request and endeavour to resolve the matter directly.

Where a refund is approved, it may take time to appear in your account. After we confirm that a refund has been issued, you should allow at least 15 business days for the funds to be credited, depending on your payment provider.

You may not obtain more than one refund for the same transaction. You agree that, having requested a refund from us directly, you will not initiate a separate refund request or chargeback through your payment provider unless we have declined your request. If you receive duplicate refunds as a result of submitting requests through multiple channels, we reserve the right to seek reversal of the duplicate refund through the relevant payment provider.

A chargeback or payment reversal may result in suspension or termination of your account at our discretion. If the chargeback is subsequently resolved in our favor, you may contact us at support@upshift-app.com regarding possible restoration of your account. Fraudulent or abusive chargebacks may result in permanent restriction of access to the Service and, where appropriate, further legal action.

As described in our Privacy Policy, we may provide relevant personally identifiable information to payment processors where necessary to investigate or respond to chargebacks or payment disputes.

6.9. Free trials and Promotional Offers

From time to time, we may make free trials or other promotional offers available. The applicable duration, eligibility requirements, and other conditions will be presented when you sign up. Unless you cancel before the trial ends, a free trial will automatically convert into a paid subscription and the applicable subscription fee will be charged.

We do not undertake to send reminders before a trial expires. You are responsible for monitoring the trial period and cancelling on time if you do not wish to continue. We may change, withdraw, limit, or restrict eligibility for free trials and promotional offers at any time, subject to applicable law.

We may issue promotional codes or gift cards (“Promotional Codes”) that can be used to obtain specified features, content, services, or other benefits for a stated period and subject to applicable eligibility requirements. Promotional Codes are personal, may not be transferred or sublicensed, and have no cash value. Unless required by law, we are not required to provide compensation or replacement value for unused or expired Promotional Codes.

6.10. Changes to Subscription Prices

We may change our subscription prices to the extent permitted by applicable law. Where advance notice is legally required, we will provide it using the method and within the timeframe prescribed by law. Where no specific notice period applies, we will notify you by displaying the revised pricing in the App, sending an email, or using another reasonable and prominent method.

Any new pricing will apply from the effective date stated in the notice. If you do not wish to accept the revised price, you may cancel your subscription before the change takes effect or choose not to renew or prepay for further access.

6.11. Non-Payment and Termination of Access

If a payment cannot be completed or is not received when due, we may ask you to update your payment details or provide another valid payment method. If the payment issue remains unresolved, we may suspend or terminate your access to the Service.

Following suspension or termination, content, information, preferences, or personalized settings associated with your account may no longer be available, and we accept no responsibility for their restoration.

7. USER REPRESENTATIONS AND RESTRICTIONS

7.1. General User Representations

By accessing or using the Service, you represent and warrant that:

You have full legal capacity to agree to and abide by these Terms.
You are 18 years of age or older and are legally allowed to use the Service.
You will not use bots, scripts, or any other automated or non-human means to access the Service.
You will not use the Service for any illegal, fraudulent, or unauthorized purpose.
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.
You do not appear on any U.S. government list of prohibited or restricted parties.
You will use the Service in compliance with all applicable laws and regulations.

If any information you provide is untrue, inaccurate, out of date, or incomplete, we may refuse or suspend your access to the Service, now or in the future, or terminate it entirely.

7.2. Permitted Use of the Service and Respectful Conduct Towards Customer Support

The Service is made available for its intended purposes only. You may not use the Service for any unauthorized, commercial, or competitive activities unless expressly approved by us.

You agree to communicate with our customer support team in a courteous and professional manner. If we determine, in our sole discretion, that your communications or conduct are harassing, abusive, threatening, or offensive, we may suspend or terminate your account immediately and without prior notice.

7.3. Prohibited Conduct

When using the Service, you must not:

Scrape, harvest, or systematically extract data or other content from the Service to build a database, collection, or directory unless we have given you prior written consent.
Use the Service for any purpose we have not authorized, including modifying, adapting, enhancing, or creating derivative works based on the Service.
Use the Service for any commercial or revenue-generating purpose unless we have expressly approved it.
Make the Service available on a network where it can be used by multiple users or devices at the same time, except where we allow it.
Use the Service to develop, launch, or support any product, service, or software that competes with it.
Use our proprietary information, intellectual property, or interfaces to develop, license, or distribute any applications, accessories, or related products.
Circumvent, disable, or otherwise interfere with any security-related features of the Service.
Frame, embed, or link to the Service without our authorization.
Disrupt or interfere with the Service or with any networks or servers connected to it, or place an unreasonable load on our infrastructure.
Decompile, disassemble, reverse engineer, or otherwise attempt to obtain the source code of any part of the Service.
Bypass or attempt to bypass any access restrictions or security measures in the Service.
Upload, transmit, or distribute viruses, worms, trojans, malware, or any other harmful code that could damage the Service or another person’s device.
Use, launch, or distribute any automated tool, such as a bot, spider, scraper, or cheat utility, to access or interact with the Service.
Send unsolicited commercial messages or engage in any other form of spam.
Do anything that may harm or damage the reputation of the Company or the Service.
Use the Service in breach of any applicable law or regulation.

8. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE (INCLUDING OUR AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS) SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR ANY OTHER LOSSES ARISING FROM YOUR USE OF OR INABILITY TO USE THE SERVICE, PRODUCTS, OR ANY THIRD-PARTY ADS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOUR ACCESS TO AND USE OF THE SERVICE (INCLUDING THE APP, CONTENT, AND USER CONTENT) AND THIRD-PARTY ADS ARE AT YOUR OWN RISK. YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR USE OF THE SERVICE.

8.1. Limitation of Aggregate Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, OUR TOTAL LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE, PRODUCTS, OR CONTENT SHALL BE LIMITED TO THE TOTAL AMOUNT PAID BY YOU TO US FOR ACCESS TO THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR IF GREATER, ONE HUNDRED EURO (€ 100).

THESE LIMITATIONS OF LIABILITY FORM A FUNDAMENTAL BASIS OF THE AGREEMENT BETWEEN YOU AND THE COMPANY. WITHOUT THESE LIMITATIONS, WE WOULD NOT BE ABLE TO OFFER THE SERVICE UNDER THE SAME TERMS.

8.2. Waiver of Unknown Claims (California Residents)

IF YOU ARE A RESIDENT OF CALIFORNIA, YOU EXPRESSLY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES:

"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."

BY ACCEPTING THESE TERMS, YOU RECOGNIZE AND AGREE THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE CURRENTLY UNKNOWN OR UNSUSPECTED.

8.3. Jurisdiction-Specific Exceptions

SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OR EXCLUSIONS OF LIABILITY, INCLUDING FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. TO THE EXTENT THAT ANY PART OF THESE LIMITATIONS IS FOUND TO BE UNENFORCEABLE UNDER APPLICABLE LAW, THE REMAINING LIMITATIONS SHALL STILL APPLY TO THE MAXIMUM EXTENT PERMITTED.

IF ANY REMEDY SET FORTH IN THESE TERMS IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE, ALL REMAINING LIMITATIONS OF LIABILITY SHALL STILL APPLY. ADDITIONAL CONSUMER RIGHTS MAY APPLY DEPENDING ON YOUR JURISDICTION.

9. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless the Company and its affiliates, parent companies, officers, employees, agents, partners, licensors, contractors, successors, and assigns (each, an “Indemnified Party”) from and against all losses, damages, liabilities, claims, demands, judgments, settlements, penalties, fines, costs, and expenses of every kind, including without limitation reasonable attorneys’ fees and other professional fees (collectively, “Losses”), that arise, whether directly or indirectly, out of:

any User Content, including any claim that such User Content infringes the rights of a third party or breaches applicable law;
any breach of these Terms, whether committed by you or by any other person using your account or device;
your access to or use of the Service, including any actions taken on or through the Service;
your violation of any applicable law or regulation, or of any third-party right, including intellectual property, privacy, or other proprietary rights; or
any claim for property damage, personal injury, bodily harm, or death resulting from your use of the Service in breach of these Terms.

We may, at our option, assume exclusive control of the defense, negotiation, and settlement of any matter for which you are required to indemnify us. You agree to cooperate fully with us in the defense of any such matter and acknowledge that we have sole discretion in selecting legal counsel and determining defense strategy. You must not settle any claim in a manner that imposes any liability or obligation on the Company without our prior written consent.

10. INFORMAL DISPUTE RESOLUTION PROCEDURES

IMPORTANT: PLEASE READ THIS SECTION CAREFULLY, SINCE IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

You and the Company (“we” or the “Company”) agree that all Disputes, including any related disputes involving the Company’s subsidiaries or affiliates, will be resolved by binding arbitration as set out below (this “Arbitration Agreement”). The only exceptions are:

(i) claims that fall within the jurisdiction of a small claims court and meet that court’s jurisdictional and monetary limits, provided they are not brought as a class action; and
(ii) disputes relating to intellectual property rights.

“Dispute” means any claim, controversy, or legal action between you and the Company relating to the Website, the Service, or these Terms, whether based on contract, tort, statute, or common law, and whether arising from past, present, or future events. “Dispute” also includes any disagreement about the interpretation, applicability, or enforceability of these Terms, or about the formation of this Arbitration Agreement, including any claim that all or any part of it is invalid or unenforceable.

BY ACCEPTING THIS SECTION, YOU GIVE UP YOUR RIGHT TO A JURY TRIAL AND YOUR RIGHT TO TAKE PART IN A CLASS ACTION LAWSUIT.

YOU ALSO AGREE THAT ALL DISPUTES BETWEEN YOU AND THE COMPANY WILL BE RESOLVED BY BINDING ARBITRATION, UNLESS YOU OPT OUT OF ARBITRATION AS DESCRIBED BELOW.

10.1. Mandatory Pre-Filing Notice Procedure

You and the Company agree that good-faith informal efforts to resolve disputes often produce quicker and less costly results. Accordingly, before you assert any claim against the Company in respect of a Dispute (as defined above), you must first send the Company a written notice of the Dispute (a “Notice”) with basic information about you and the Dispute. Each Notice must include:

your name, address, and email address;
a detailed description of the Dispute;
any relevant facts concerning your use of the Website and the Service, including your account ID, screenshots of your profile, and any other information that will help us identify your account;
a detailed description of the relief you seek, including a calculation of any monetary damages claimed; and
a statement personally signed by you (and not by your attorney) confirming that the information in the Notice is accurate.

If you are completing a Notice on behalf of another person, you must provide all of the information listed above, together with a statement explaining your relationship to that person and why that person is unable to complete the Notice themselves.

You must send the Notice to the Company at the following address:

84 Spyrou Kyprianou Avenue
4004 Limassol, Cyprus
Attention: Legal Counsel

If the Company initiates arbitration, it will send a written Notice using the contact information we have for you, which may include, where applicable, the contact details associated with your account.

Following receipt of a Notice, you and the Company agree to negotiate informally and in good faith for 60 days in an effort to resolve the Dispute. This 60-day period may be extended if you and we agree that an extension is likely to lead to a resolution.

Negotiation medium. As part of this informal negotiation, you and we agree that each of us will attend at least one individualized video conference (a “Video Conference”). The Video Conference may take place via Zoom, Microsoft Teams, WhatsApp, or any other comparable platform that both parties agree on and can access, and it may be held after the 60-day period if necessary. If an attorney represents you in the Dispute, your attorney may take part in the Video Conference, but you must still attend personally and participate in good faith. The Company must also take part by sending one or more representatives, and it may also send one or more attorneys. If you cannot join the Video Conference by video, you may join by telephone, provided you confirm in writing that circumstances prevent you from appearing by video (for example, you do not have access to a phone with a working camera or cannot connect to a stable internet connection). You and we (and our respective attorneys, if any) agree to cooperate in scheduling the Video Conference at the earliest mutually convenient time after we receive the Notice, and to use our best efforts to resolve the Dispute at the Video Conference.

If the matters raised in the Notice are not resolved within 60 days after receipt of the completed Notice (or any longer period agreed), either you or we may commence an arbitration proceeding or a small claims court proceeding.

Compliance with the informal dispute resolution and mandatory pre-filing notice procedures set out in this section (the “Mandatory Pre-Filing Notice Procedures”), including the Video Conference requirement, is a condition precedent to commencing any arbitration or small claims court action. Any failure to comply with these procedures constitutes a breach of this Arbitration Agreement.

Unless applicable law prohibits it, the arbitration provider must not accept or administer any demand for arbitration unless the party submitting it certifies in writing that the Mandatory Pre-Filing Notice Procedures (including the Video Conference requirement) have been fully satisfied. If a demand for arbitration does not include that written certification, the arbitration forum must administratively close the demand, and the responding party will owe no fees. A court of competent jurisdiction will have authority to enforce this provision and to enjoin any arbitration or small claims court action accordingly.

All offers, promises, conduct, and statements made by any party or its agents, employees, or attorneys in the course of the Mandatory Pre-Filing Notice Procedures are confidential and are not admissible for any purpose in any later proceeding, except to the extent needed to certify in writing, before submitting a demand for arbitration, that those procedures were completed. Evidence that is otherwise admissible or discoverable will not become inadmissible or non-discoverable by reason of this section.

10.2. Small Claims Court

Either you or the Company may choose to bring a Dispute in a local small claims court instead of arbitration, provided that (a) the applicable jurisdictional requirements and the Mandatory Pre-Filing Notice Procedures described above are satisfied, and (b) the Dispute remains in small claims court and is pursued solely on an individual basis.

If one party has already filed a demand for arbitration, the other party may, in its sole discretion, notify the arbitral forum that it elects to have the Dispute decided in small claims court. The arbitral forum will then administratively close the arbitration, the Dispute will proceed in the appropriate small claims court, and the arbitration respondent will not owe any fees.

10.2. Arbitration

Arbitration is a less formal alternative to a court lawsuit. A neutral arbitrator decides the Dispute instead of a judge or jury, discovery is more limited, and courts have only very limited power to review the outcome. Despite this informality, an arbitrator may award some of the same individualized damages and relief that a court can award. An arbitrator may not, however, grant equitable relief, meaning an order requiring a party to do, or to stop doing, something.

10.3. Equitable Relief

Either you or we can go to court and seek equitable relief, including by filing a motion to compel the other party to follow this Arbitration Agreement. However, you and we agree that we will seek equitable relief only in the state and federal courts in Delaware. This exception for equitable relief does not waive this Arbitration Agreement. You and we agree that the U.S. Federal Arbitration Act and federal arbitration law govern the interpretation and enforcement of this provision. A court of competent jurisdiction has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement. This arbitration provision shall survive termination of these terms and the termination of your account.

10.4. Governing Law and Survival

The U.S. Federal Arbitration Act and federal arbitration law govern the interpretation and enforcement of this Arbitration Agreement. This Arbitration Agreement will survive the termination of these Terms and the termination of your account.

10.6. CLASS ACTION AND JURY TRIAL WAIVER

JURY TRIAL WAIVER. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND THE COMPANY EACH GIVE UP THE RIGHT TO A JURY TRIAL AND THE RIGHT TO HAVE DISPUTES DECIDED IN COURT, AND INSTEAD AGREE TO RESOLVE THEM THROUGH ARBITRATION (EXCEPT FOR CLAIMS BROUGHT IN SMALL CLAIMS COURT AS DESCRIBED ABOVE).

CLASS ACTION WAIVER. YOU AND THE COMPANY EACH GIVE UP THE RIGHT TO BRING, OR TO TAKE PART IN, A CLASS ACTION LAWSUIT AGAINST THE OTHER, INCLUDING ANY ACTION AGAINST THE COMPANY THAT IS CURRENTLY PENDING. TO THE FULLEST EXTENT PERMITTED BY LAW, NO CLAIM MAY BE LITIGATED IN COURT ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED BASIS, AND NO ONE WILL HAVE ANY RIGHT OR AUTHORITY TO PURSUE A CLAIM IN THAT WAY.

INDIVIDUAL RELIEF ONLY. EXCEPT UNDER THE MASS FILING PROCEDURES DESCRIBED BELOW, YOU AND WE AGREE THAT THE ARBITRATOR:

(A) MAY AWARD FINAL RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING IT, AND ONLY TO THE EXTENT NECESSARY TO PROVIDE THE FINAL RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM; AND
(B) MAY NOT AWARD FINAL RELIEF FOR, AGAINST, OR ON BEHALF OF ANY PERSON WHO IS NOT A PARTY TO THE ARBITRATION ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS.

THE “CLASS ACTION WAIVER” AND “INDIVIDUAL RELIEF ONLY” PROVISIONS ABOVE ARE TOGETHER REFERRED TO AS THE “CLASS ACTION WAIVER.”

SEVERABILITY. IF A COURT DECIDES THAT ANY PART OF THE CLASS ACTION WAIVER IS UNENFORCEABLE WITH RESPECT TO A PARTICULAR CLAIM OR REQUEST FOR RELIEF, AND THAT DECISION IS UPHELD ON ANY APPEAL AND BECOMES FINAL, THEN YOU AND THE COMPANY AGREE THAT THAT PARTICULAR CLAIM OR REQUEST FOR RELIEF WILL PROCEED IN COURT, BUT WILL BE STAYED UNTIL THE INDIVIDUAL ARBITRATION OF ANY REMAINING CLAIMS FOR RELIEF THAT YOU HAVE BROUGHT IS COMPLETED. IF THE CLASS ACTION WAIVER AS A WHOLE IS FOUND TO BE UNENFORCEABLE, THIS ENTIRE ARBITRATION AGREEMENT WILL BE NULL AND VOID, EXCEPT FOR THE JURY TRIAL WAIVER AND THE MANDATORY PRE-FILING NOTICE PROCEDURES, WHICH WILL REMAIN IN EFFECT.

10.7. Arbitration Procedure

Arbitration Rules and Administrator. The arbitration will be administered by National Arbitration & Mediation (“NAM”) and governed by NAM’s applicable rules, including its Comprehensive Dispute Resolution Rules and Procedures and, where applicable, its Supplemental Rules for Mass Arbitration Filings (together, the “NAM Rules”), as modified by this Arbitration Agreement. If the NAM Rules governing discovery are inconsistent with the substantive law of the state where your claim arose, the arbitrator will apply that state’s substantive law. The NAM Rules are available at www.namadr.com, or you may request a copy in writing at the Notice address listed above. A form for initiating arbitration is available at https://www.namadr.com/content/uploads/2024/03/Comprehensive-Demand-for-Arb-revised-3.21.2024.pdf or directly from NAM.

If NAM is unavailable or unwilling to administer the arbitration, the parties will select another arbitration provider that is willing to do so. If the parties cannot agree on an alternative provider, one will be appointed by the court under 9 U.S.C. § 5.

Initiating Arbitration. The party initiating arbitration must enclose with its demand for arbitration a written certification confirming that it has complied with and completed the Mandatory Pre-Filing Notice Procedures. Both the demand and the certification must be personally signed by the party initiating arbitration and, if that party is represented, by its attorney.

Conduct of the Arbitration. The arbitration will be conducted in English before a single independent and impartial arbitrator, appointed remotely in accordance with the NAM Rules as modified by this Arbitration Agreement. To streamline the process and reduce costs and burdens on the parties, you and the Company agree that:

(i) the arbitration will be conducted online and/or solely on the basis of written submissions, as chosen by the party initiating the arbitration;
(ii) no personal appearance by the parties or witnesses will be required, unless the parties agree otherwise in writing or the arbitrator decides that a formal hearing is necessary; and
(iii) judgment on the arbitrator’s award may be entered in any court of competent jurisdiction.

Unless you and the Company agree otherwise, any hearing will be conducted virtually by video or teleconference. If an in-person hearing is required and you reside in the United States, it will take place in Delaware, unless the arbitrator determines that this would cause you hardship, in which case it may be held in the state and county where you reside. If you reside outside the United States, the location of any in-person hearing will be determined under the NAM Rules.

Award and Governing Law. The arbitrator’s award will be in writing and will state the reasons for the decision on each claim. In conducting the arbitration, the arbitrator will apply the laws of the State of Florida, unless the substantive law of the state where your claim arose prohibits this, in which case the arbitrator will apply the substantive law of that state. You acknowledge that these Terms and your use of the Service evidence a transaction involving interstate commerce, and that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement and the arbitration proceedings.

Authority of the Arbitrator. The arbitrator is bound by and must follow this Arbitration Agreement. If the NAM Rules conflict with this Arbitration Agreement, this Arbitration Agreement will prevail. If the arbitrator determines that strictly applying any term of this Arbitration Agreement would result in a fundamentally unfair arbitration, the arbitrator may modify that term to the extent necessary to ensure a fundamentally fair arbitration that remains consistent with the efficient and inexpensive resolution of Disputes.

10.5. Decision of the Arbitrator

Except in extraordinary circumstances, the arbitrator will issue a decision within 120 days after being appointed. The arbitrator may extend this deadline by up to 30 additional days if the interests of justice require it. The arbitrator’s award will be in writing and will state the reasons for the decision on each claim.

The arbitration award is binding only on you and the Company and will have no preclusive effect in any other arbitration or proceeding involving a different party.

10.6. Fees

Arbitration fees, meaning the fees charged by the arbitration administrator, including filing, arbitrator, and hearing fees, will be allocated in accordance with the applicable NAM Rules, unless you are eligible for a fee waiver under applicable law.

If, after all available fee waivers have been exhausted, the arbitrator finds that the arbitration fees would be prohibitively expensive for you compared to the cost of litigation, we will pay as much of your filing, arbitrator, and hearing fees as the arbitrator considers necessary to prevent the arbitration from being cost-prohibitive. We will pay these amounts regardless of the outcome of the arbitration, unless the arbitrator determines that your claims were frivolous, brought for an improper purpose, or asserted in bad faith.

You and we agree that arbitration should be cost-effective for all parties, and that any party may contact NAM to seek a reduction or deferral of fees.

10.7. Confidentiality and Protective Order

All arbitration proceedings will be closed to the public and kept confidential, and all related records will be permanently sealed, except to the extent necessary to confirm, enforce, or challenge the arbitration award.

At the request of either you or the Company, the arbitrator will issue an order providing that:

any confidential information of either party disclosed in the course of the arbitration, whether in writing or orally, may be used or disclosed only in connection with the arbitration or with a proceeding to confirm, enforce, or challenge the arbitration award; and
any court filing containing such confidential information, where permitted, must be made under seal.

10.8. Settlement Offers and Offers of Judgment

At least ten (10) calendar days before the date set for the arbitration hearing, either you or the Company may serve on the other party a written offer to allow an award to be entered on specified terms.

If the offer is accepted, the offer and proof of its acceptance must be submitted to the arbitration provider, and an award will be entered on those terms.

If the offer is not accepted before the arbitration hearing begins or within thirty (30) calendar days after it is made, whichever occurs first, it will be deemed withdrawn and may not be introduced as evidence in the arbitration, except for the purpose of determining costs under this section.

If the party receiving an offer does not accept it and then fails to obtain a more favorable award, that party (a) will not recover any costs it incurred after the offer was made, and (b) must pay the offering party’s costs incurred from the date of the offer. Solely for the purposes of this section, those costs may include reasonable attorneys’ fees to the extent they are recoverable by statute, up to an amount not exceeding the damages awarded.

The parties agree that any dispute concerning settlement offers or offers of judgment in a Mass Filing will be resolved by a single arbitrator, to the extent those offers contain the same material terms. Where parties are represented, each represented party agrees that its attorneys will communicate any individual settlement offer or offer of judgment to every claimant or respondent to whom that offer is made.

10.9. Additional Procedures for Mass Arbitration Filings

This section sets out additional procedures that apply to mass arbitration filings. If twenty-five (25) or more similar claims are asserted against the Company by the same or coordinated attorneys, or are otherwise coordinated, in a manner consistent with the definition and criteria of “Mass Filings” under the NAM Rules (a “Mass Filing”), you and we understand and agree that these additional procedures will apply and that the resolution of your Dispute may be delayed as a result. You and we agree that, throughout this process, the parties’ attorneys will meet and confer to discuss any modifications to these procedures that the particular circumstances of the Mass Filing may require. You and we agree to make all reasonable efforts to maximize the integrity and efficiency of arbitration as a means of resolving Disputes between us, particularly Disputes involving Mass Filings, and commit to acting in good faith to comply with the procedures set out in this section. The parties further agree that these Mass Filing procedures have been reasonably designed to produce an efficient and fair adjudication of claims.

Bellwether Arbitrations for Mass Filings. Courts and arbitration administrators encourage bellwether proceedings where multiple disputes involve similar claims against the same or related parties. The parties will select ten (10) individual arbitration claims, five (5) chosen by each side, to proceed to arbitration as test cases (the “Initial Test Cases”). Only the Initial Test Cases will be filed with the arbitrator, and all other claims will be held in abeyance. As a result, filing fees will be payable only for the Initial Test Cases. For all other demands for arbitration in the Mass Filing, the filing fees (and any consideration of those demands by an arbitrator) will be held in abeyance, and neither you nor the Company will be required to pay those filing fees. You and the Company further agree that neither party will be considered in breach of this Arbitration Agreement for not paying those filing fees, and that neither party will be entitled to any contractual, statutory, or other remedies, damages, or sanctions of any kind for such non-payment. If a party files with the arbitration provider any demands for arbitration other than the Initial Test Cases, the parties agree that the arbitration provider will hold those demands in abeyance and will not refer them to an arbitrator until the Initial Test Cases have been resolved.

Unless the claims are resolved earlier or the schedule is extended, the arbitrators will issue a final award in each Initial Test Case within 120 days after the initial pre-hearing conference.

Global Mediation in Mass Filings. Once the Initial Test Cases have been resolved, the parties agree to participate in a global mediation of all remaining individual arbitration claims that form part of the Mass Filing (the “Global Mediation”), and any filing costs associated with claims other than the Initial Test Cases will remain deferred until the Initial Test Cases and the Global Mediation have concluded. After the final awards in the Initial Test Cases have been provided to the mediator, the mediator and the parties will have 90 days to agree on a substantive methodology and to make an offer to resolve the remaining cases. If the remaining claims are not resolved through the Global Mediation, the parties may choose to opt out of arbitration and pursue the remaining claims in court. Any opt-out must be communicated in writing within 60 days after the Global Mediation closes. If no party opts out, the remaining arbitrations may then be filed with and administered by the arbitration provider. You and we also acknowledge that any applicable statute of limitations will be tolled until the Global Mediation process has been completed.

Severability. If any part of this Mass Filing section is held invalid, void, or unenforceable, that part will be severed from this Arbitration Agreement and will not affect the validity or enforceability of the remaining provisions.

10.10. Opting Out of this Arbitration Agreement.

Users may reject this Arbitration Agreement by following the opt-out procedure described below, but such users will remain bound by all other provisions of these Terms. Unless you opt out, you will be bound by this Arbitration Agreement, and it will apply to all Disputes between you and the Company, including Disputes that arose before the effective date of these Terms but have not yet been filed in arbitration. Any demand for arbitration that was actually filed with an arbitration provider before the effective date of this Arbitration Agreement, in compliance with a prior version of this Arbitration Agreement, will remain subject to the terms of that prior version.

Method and Impact of Opting Out. Subject to the above, you may opt out of this Arbitration Agreement by sending written notice of your decision to support@upshift-app.com within 31 days after the later of: 1) the date you first use or attempt to use the Services, or 2) the date this Arbitration Agreement became effective, as indicated by the “Last Updated” date of these Terms. Your notice must include:

Your name
Your username (if any)
The email address and/or phone number used to set up your account (if you have one)
A clear and unequivocal statement that you wish to opt out of this Arbitration Agreement

If you opt out of this Arbitration Agreement, all other provisions of these Terms and any other agreements between you and the Company will continue to apply to you. Opting out of this Arbitration Agreement does not affect any other arbitration agreement that you currently have, or may enter into in the future, with us.

If you previously opted out of an earlier version of this Arbitration Agreement, your opt-out will remain in effect.

Arbitration Agreement Survival. This Arbitration Agreement will survive the termination of your relationship with the Company, including where you revoke your consent or take any other action to end your use of the Service or your communications with the Company.

Severability. If any part of this Arbitration Agreement is found to be void, invalid, or otherwise unenforceable, that part will be treated as severable and, where possible, replaced with a valid and enforceable provision that reflects the intent of the original as closely as possible. The remaining provisions of this Arbitration Agreement will continue to be valid and enforceable in accordance with their terms.

10.11. Governing Law

The laws of the State of Florida, USA, without regard to its conflict of laws rules, govern these Terms and your use of the Service. Your use of the Service may also be subject to other local, state, national, or international laws. To the extent that any action relating to a Dispute may be brought in a court of law, that action will be subject to the exclusive jurisdiction of the state and federal courts located in Delaware. You irrevocably submit to the personal jurisdiction of those courts and waive any objection based on an inconvenient forum.

11. NOTICE TO EEA OR UK RESIDENTS

Nothing in these Terms deprives you of any consumer protection rights you have under the mandatory laws of your country of residence.

If you have a complaint, please contact us at support@upshift-app.com. If we are unable to resolve your complaint to your satisfaction, you may, but are not required to, use out-of-court dispute resolution procedures for consumer disputes. A list of dispute resolution bodies is available at https://consumer-redress.ec.europa.eu/dispute-resolution-bodies_en. The Company does not participate in any alternative dispute resolution scheme unless required to do so by law.

If a dispute arises under these Terms, you may bring legal proceedings before the competent courts of your place of habitual residence in the EEA or the UK, and those courts will have exclusive jurisdiction over the dispute. The Company will likewise bring any dispute before the courts of your country of habitual residence.

These Terms, the Service, and any dispute between you and the Company are governed by the laws of England and Wales, without regard to its conflict of laws rules. The 1980 United Nations Convention on Contracts for the International Sale of Goods does not apply.

12. NOTICE TO CALIFORNIA RESIDENTS

If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

13. LIMITATION ON CLAIMS PERIOD

You agree that, to the extent permitted by applicable law, your claim or cause of action arising out of or relating to your use of the Service or these Terms must be filed within one (1) year after the date on which the claim or cause of action first arose. If it is not filed within that period, your claim or cause of action will be permanently barred.

The provisions of this section, titled “Limitation on Claims Period,” form a separate and legally binding agreement between you and the Company.

14. MISCELLANEOUS

No failure or delay by the Company in exercising any right under these Terms will operate as a waiver of that right, and no single or partial exercise of any right will prevent any further exercise of that right or of any other right under these Terms. A waiver of any provision will not be treated as a waiver of any subsequent breach or default.

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The affected provision will be modified or replaced to the minimum extent necessary to make it valid and enforceable, while preserving the parties’ original intent to the fullest extent permitted by law.

These Terms constitute the entire agreement between you and the Company with respect to their subject matter and supersede all prior agreements, understandings, and representations, whether written or oral. No modification or amendment to these Terms will be binding unless it is made in writing and agreed to by both parties.

The Company may assign or transfer any of its rights and obligations under these Terms to any other entity, including by way of merger, acquisition, corporate restructuring, or novation. By continuing to use the Service, you consent to any such assignment or transfer, and a notice of the change posted on the Service will constitute valid notice to you.

All communications between you and the Company, including notices, disclosures, and agreements, will be made electronically. You acknowledge that electronic communications, including emails, in-platform notifications, and digital agreements, have the same legal effect as written documents and may form legally binding agreements. By clicking a button labeled “SUBMIT,” “CONTINUE,” “REGISTER,” “I AGREE,” or similar, you confirm your intention to be legally bound by these Terms and acknowledge that your electronic submission constitutes a valid electronic signature.

The Company uses third-party service providers to support various operational and technical functions, including payment processing, customer support, security, and data management. By using the Service, you acknowledge and agree that these third-party providers may help deliver the Service and improve its functionality.

The Company will not be liable for any failure or delay in performing its obligations under these Terms to the extent caused by circumstances beyond its reasonable control, including force majeure events, changes in law or regulation, cyberattacks, or unforeseen operational disruptions.

For general inquiries or support, you may contact us at: support@upshift-app.com

By continuing to use the Service, you confirm that you have read, understood, and agree to these Terms in their entirety.

15. NOTICE REGARDING APPLE

If you access the Service through Apple Inc. (“Apple”) App Store or use the Service on an Apple device, you acknowledge that you have read and understood, and agree to, the following:

Acknowledgment. These Terms are concluded between you and the Company only, and not with Apple. The Company, not Apple, is solely responsible for the Service and its content.

Scope of License. The license granted to you to use the Service is personal, limited, non-exclusive, and non-transferable. It permits you to use the Service only on Apple-branded products that you own or control, solely for personal, non-commercial purposes, and as permitted by the Usage Rules set out in the Apple Media Services Terms and Conditions, except that the Service may also be accessed and used by other accounts associated with you through Family Sharing or volume purchasing.

Maintenance and Support. The Company is solely responsible for providing any maintenance and support services for the Service, as specified in these Terms or as required under applicable law. Apple has no obligation whatsoever to provide any maintenance or support services for the Service.

Warranty Disclaimer. The Company is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. If the Service fails to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price you paid for the Service. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Service, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to a warranty will be the Company’s sole responsibility.

Claims and Liability. The Company, not Apple, is responsible for addressing any claims by you or any third party relating to the Service or your possession or use of it, including:

(i) product liability claims;
(ii) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and
(iii) claims arising under consumer protection, privacy, or similar legislation.

Intellectual Property Rights. If any third party claims that the Service, or your possession or use of it, infringes that third party’s intellectual property rights, the Company, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of that claim.

Third-Party Terms of Agreement. When using the Service, you must comply with any applicable third-party terms of agreement.

Legal Compliance. By using the Service, 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.

Third-Party Beneficiaries. Apple and its subsidiaries are third-party beneficiaries of these Terms. Upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary.

Contact Information. Please direct any questions, complaints, or claims relating to the Service to the Company at 84 Spyrou Kyprianou Avenue, 4004 Limassol, Cyprus, or at support@upshift-app.com.

16. NOTICE REGARDING GOOGLE PLAY

If you access the Service through Google Play, operated by Google LLC or one of its affiliates (“Google”), you acknowledge that you have read and understood, and agree to, the following:

If there is any conflict between the Google Play Terms of Service, the Google Play Business and Program Policies, or any other terms that Google designates as default end-user license terms for Google Play (together, the “Google Play Terms”) and these Terms, the Google Play Terms will govern with respect to your use of the Service downloaded through Google Play.

You acknowledge that Google is not responsible or liable for any compliance or non-compliance with these Terms or the Google Play Terms by you, the Company, or any other user.