DISCO Terms of Use

DISCO is an advanced content discovery platform, a content marketplace and a research database for live and archived aggregated third-party licensed content, including text, image, graphics, video, audio and data feeds, in multiple languages. DISCO provides, where possible, the broadest terms of use given the restrictions on republication, transformation and field of use our content sources require of their Materials and in light of the tier of service our customers require.

These Terms of Use constitute a fully binding agreement between DISCO (“we” or “us”) and the company, business or other organisation to whom DISCO has agreed to supply the Materials to (“you” or “your”). These Terms of Use accordingly govern your use of the DISCO Platform and Materials.

By accessing, browsing or otherwise using the DISCO Platform and Materials, you: (i) acknowledge you have read, understand, and agree to be bound by these Terms of Use and Privacy Policy which is incorporated herein by reference; (ii) agree to comply with all applicable laws, rules and regulations with respect to your use of the DISCO Platform and Materials; (iii) confirm you are an authorised representative and have legal capacity to enter into contracts on behalf of the relevant company, business or other organisation (as the case may be) to whom DISCO has agreed to supply the Materials to; and (iv) agree to procure compliance of these Terms of Use by the Users and shall remain liable for all acts and omissions of such Users.

If you do not agree to the Terms of Use or Privacy Policy, you must cease all access to and use of the DISCO Platform and Materials immediately.

1. Definitions

”Account” has the meaning given to it in clause 2.4.

”Additional Terms” means the other provisions that govern your use of the Materials as set forth in clause 9 or as otherwise communicated by us to you, all of which are incorporated by reference into these Terms of Use.

”ADR notice” has the meaning given to it in clause 11.2.

”DISCO” means the trading name of SyndiGate Media, Inc. a US Delaware Corporation, and its affiliates Al Bawaba Middle East Limited and Al Bawaba FZ-LLC, companies of Cyprus and United Arab Emirates, respectively.

”DISCO Platform” means the online digital platform provided by us for discovering and accessing DISCO content and materials, including all associated features, functionalities, and software.

”Dispute” has the meaning given to it in clause 11.2.

”Dispute Notice” has the meaning given to it in clause 11.2.

”GeoIP” has the meaning given to it in clause 2.5.

”Materials” means collectively the DISCO and third-party licensed content and materials made available via the DISCO Platform, including but not limited to, articles, publications and other text, photographs, images and artwork, graphics, audio, and data feeds.

”Offers” has the meaning given to it in clause 2.5.

”Payment Method” means a current, valid, accepted method of payment, as may be updated from time to time.

”Premium Tier” means the premium type of Tier, specific details of which you can find on your Account page on the DISCO Platform.

”Privacy Policy” means our privacy policy as set out at: https://www.disco.info/privacy-policy/.

”Standard Tier” means the standard type of Tier, specific details of which you can find on your Account page on the DISCO Platform.

”Tier” means a subscription plan to the DISCO Platform with access to the Materials.

”User” means you, if you access DISCO as an individual, or an employee or other personnel who is authorised by you to access and use the DISCO Platform and Materials.

”User Data” means User registration and other related information, including a username and password.

”Virus” means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

”Vulnerability” means a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability.

”we” or “us” means DISCO, who has agreed to grant you and the User(s) access and use of the DISCO Platform and Materials in accordance with these Terms of Use.

”you” or “your” means the company, business or other organisation to whom DISCO has agreed to supply the Materials and shall also include reference to a User (unless the context otherwise requires). In the event of any ambiguity, DISCO’s view on the matter shall prevail.

2. Licence

2.1 These Terms of Use govern the access and use of any and all materials, content and services offered by DISCO relating to the DISCO Platform and Materials, including, but not limited to, any information downloaded or obtained from the platform (including all communications and interactions with DISCO and any actions taken with respect to any of DISCO’s publications or written materials).

2.2 You acknowledge and agree that only you and the Users shall be entitled to access and use the DISCO Platform and Materials. Accordingly, you must ensure that each person having access to the DISCO Platform and Materials is i) a User and ii) is using them only in accordance with these Terms of Use and Additional Terms.

2.3 In consideration of payment by you of the agreed licence fee and your agreement to abide by these Terms of Use, DISCO grants you a non-exclusive, limited, non-transferrable, non-sub-licensable, freely revocable licence to use the DISCO Platform and Materials for the purposes of EITHER i) internal business use (including research) OR ii) republishing or otherwise re-using the Materials (which shall include the translation of any Materials) on another publication, website or platform where the content will be displayed or otherwise used, in either case as detailed on your Account page on the DISCO Platform. DISCO reserves all rights not expressly granted herein. DISCO also reserves the right, acting reasonably, to terminate your licence to use the DISCO Platform and/or Materials at any time.

2.4 You may be able to access portions of the DISCO Platform without registering an account however in order to access the Materials, you will be required to register an account (“Account”) with us. You are responsible for maintaining the confidentiality of your username, password and other information used to register your Account and sign into the DISCO Platform and are fully responsible for all activities that occur thereunder. If you suspect or otherwise become aware of any unauthorized use of your Account or other breach of security, you must notify us immediately by contacting us at [email protected].

2.5 In order for the DISCO Platform to be able to maximize its benefits and features, it needs to know where you are located. Therefore, you agree to allow DISCO to utilize GPS and IP-based geolocation (“ GeoIP ”) and other available signals to identify your detailed device and location information. We use this GeoIP information as described within our Privacy Policy.

2.6 You acknowledge that the DISCO Platform content and/or Materials presented to you may vary based on your determined location. Accordingly, you further acknowledge that the licences and terms DISCO generate, offer and grant to you may also vary, depending on your location, and explicitly agree to all such activity.

2.7 From time to time, we may offer special promotional offers, plans or subscriptions (” Offers”). Offer eligibility is determined by us at our sole discretion and we reserve the right to decline or revoke an Offer in the event that we determine you are not eligible. The eligibility requirements and other limitations and conditions will be disclosed when you sign-up for the Offer or in other communications made available to you.

3. Restrictions on Use

3.1Except as i) may be permitted by any applicable law which is incapable of exclusion by agreement between the parties and ii) to the extent expressly permitted under these Terms of Use, you shall not:

3.1.1attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, train or tune machine intelligence by, display, transmit, or distribute all or any portion of the DISCO Platform and/or Materials (as applicable) in any form or media or by any means.

3.1.2attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the software of the DISCO Platform.

3.1.3access all or any part of the DISCO Platform and/or Materials in order to build a product or service which competes with these.

3.1.4use the DISCO Platform and/or Materials to provide services to third parties.

3.1.5license, sell, rent, lease, transfer, assign, distribute, display, disclose, commercially exploit, or otherwise make the DISCO Platform content and/or Materials available to any third party.

3.1.6attempt to obtain or assist third parties (other than the Users) in obtaining, access to the DISCO Platform and/or Materials.

3.1.7introduce or permit the introduction of any Virus or Vulnerability into DISCO’s Platform, network and information systems; or

3.1.8retrieve, download or store machine-readable copies of the Materials for the purposes of creating your own independently searchable database of the Materials. This clause is also restricted to the extent the storage of those Materials is further limited or prohibited by the Additional Terms.

3.2In addition to the provisions in clause 3.1, you agree you will not use the DISCO Platform or Materials for any illegal or prohibited activities including but not limited to:

3.2.1violations that impact the integrity of the Materials, DISCO Platform or the content it provides, such as posting unauthorized advertising, spam, and solicitations, using automated tools to gain access to the DISCO Platform without our permission(s), collecting personal information about other users or content providers, obstructing security features of the DISCO Platform, circumventing or altering the DISCO Platform itself (or attempting to do so), disrupting access to the DISCO Platform’s functionality or the experience of another user; and

3.2.2submitting false or misleading information, impersonating others or providing false information, posting harmful, discriminatory, or offensive content.

3.3 You, and only you, are responsible for all the content you post on the DISCO Platform. We may delete or refuse to publish any content that violates DISCO’s terms whether they are described in these Terms of Use, our Privacy Policy, or another statement of those terms. We may also examine, and, at our sole discretion, remove, any content as deemed necessary, and establish limits and practices regarding the use of DISCO’s services (as modified from time to time). We, and we alone, have the discretion to decide how and when content is published on the DISCO Platform.

3.4In the event of any breach by you of this clause 3, we reserve the right, on prior written notice to you (such notice specifying the breach of this condition and requiring it to be remedied within a period as reasonably specified by us) to disable your access to the DISCO Platform and Materials for the duration of time that the breach remains unremedied. Without prejudice to the foregoing and to the extent a breach is deemed by us to be a severe or otherwise material breach, we reserve the right to disable your access with immediate effect.

4. Billing and Cancellation

4.1 DISCO may offer a number of subscription plans and Tiers. You can find specific details regarding your DISCO subscription by visiting your Account page on the DISCO Platform. Some subscription plans may have differing conditions and limitations, which will be disclosed upon your sign-up to the services or in other communications made available to you. In addition to the subscription plans, DISCO may also offer certain Materials for access and use on a (non-subscription) pay-per-use basis

4.2The subscription and pay-per-use fees (as the case may be) for using the DISCO Platform and associated services will be charged to your specified Payment Method and unless you cancel your subscription before the relevant billing date, your subscription will continue, and you authorize DISCO to charge the subscription fee for the next billing cycle(s) to your Payment Method. The length of your billing cycle will depend on the type of subscription that you choose when you sign up for the service. In some cases, your payment date may change, for example if your Payment Method has not successfully settled or when you change your subscription plan.

4.3To use the DISCO Platform, you must provide one or more Payment Methods. You acknowledge and agree you remain responsible for any uncollected amounts and accordingly, you authorize us to charge any Payment Method associated to your account in case your primary Payment Method is declined or no longer available to us for payment of your subscription and/or pay-per-use fees (as the case may be). If a payment is not successfully settled (either due to expiration, insufficient funds or otherwise), and you have not otherwise cancelled your subscription in accordance with these Terms, we may suspend your access to the DISCO Platform and Materials until we have successfully charged a valid Payment Method.

4.4You may also update your Payment Methods directly by visiting your Account page on the DISCO Platform. In certain circumstances, we may update your Payment Methods using information provided by the payment service providers. Following any update, you authorize us to continue to charge the applicable Payment Method(s).

4.5For some Payment Methods, the issuer may charge you certain fees, such as foreign transaction (banking, transfer or otherwise) fees, or other fees relating to the processing of your Payment Method. Local tax charges may also vary depending on the Payment Method used. We recommend that you check with your Payment Method service provider for details.

4.6You may cancel your DISCO subscription at any time. Upon cancellation, you may continue to have access to the DISCO Platform, and you will continue to have access to the Materials under the terms and restrictions of this agreement through to the end of the relevant billing period. At the end of that billing period, your rights to use the Materials including the right to republish or re-use the Materials shall cease. You acknowledge and agree that payments are non-refundable, and we do not provide refunds or credits for any partial subscription periods or unused content. In order to cancel your subscription, visit the Account page on the DISCO Platform and follow the instructions for cancellation. Alternatively, you may contact us at [email protected] cancellation, you acknowledge you will no longer have access to the Materials from the end of the relevant billing period.

4.7We reserve the right to change our subscription plans and the price of our services from time to time. In such case, any price changes or other material changes to your subscription plans will apply no earlier than thirty (30) days following notice to you. If you do not wish to accept the price change or change to your subscription plan, you may cancel your subscription before the change takes effect.

4.8Upon cancellation of your Account or subscription to the DISCO Platform for any reason, you acknowledge and agree that (and shall procure that the Users also acknowledge and comply with the same):

4.8.1All rights granted under these Terms of Use shall cease.

4.8.2You must immediately cease all activities authorised under these Terms of Use.

4.8.3you must immediately and permanently delete or disable interfaces to the DISCO Platform from all computer equipment in your possession, and immediately securely destroy, delete or return to us (at our option) all copies of the Materials then in your possession, custody or control and, in the case of destruction or deletion (at our option), certify to us that you have done so.

5. How we may use your Personal Information

5.1Under applicable data protection legislation, and depending on the legal jurisdiction you are operating within, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the DISCO Platform and Materials, and for what purposes, those individuals’ rights in relation to their personal data and how to exercise them, and how we share your information. This information is provided in our Privacy Policy and it is important that you read that information.

6. Parties’ Obligations

6.1We agree to provide you with services relating to the access and use of the DISCO Platform and Materials using reasonable skill and care in accordance with good industry practice and using personnel who are suitably skilled and experienced to perform the services.

6.2Nothing in these Terms of Use shall be deemed to prevent DISCO from entering into similar non-exclusive agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those described in these Terms of Use.

6.3You shall:

6.3.1 provide DISCO with all reasonable necessary co-operation in relation to these Terms of Use and all reasonable necessary access to such information as may be required by DISCO in order to provide access to the DISCO Platform and Materials.

6.3.2without affecting your other obligations under these Terms of Use, comply with all applicable laws and regulations with respect to your activities under these Terms of Use.

6.3.3 carry out all other obligations set out in these Terms of Use in a timely and efficient manner.

6.3.4 obtain and maintain all necessary licences, consents and/or permissions necessary for us to perform our obligations under these Terms of Use.

6.3.5 be, to the extent permitted by law and except as otherwise expressly provided in these Terms of Use, solely responsible for i) procuring, maintaining and securing your network connections and telecommunications links from your systems to the DISCO data centres, and ii) all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links; and

6.3.6 use all reasonable efforts to prevent any unauthorised access to, or use of, the DISCO Platform and Materials and, in the event of any such unauthorised access or use, promptly notify us at [email protected].

6.4You and/or the User (as the case may be) shall own all right, title and interest in and to all of the User Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such User Data. In the event of any loss or damage to User Data by DISCO, DISCO shall use reasonable commercial efforts to restore such lost or damaged User Data. DISCO shall not be responsible for any loss, destruction, alteration or disclosure of User Data caused by any third party.

7. Proprietary Rights

7.1All right, title and interest (including all copyrights and other intellectual property rights, whether registered or unregistered) in the DISCO Platform and Materials belong to us and/or our licensors who provide those Materials under agreement with us. Accordingly, you acknowledge and agree that i) you have no rights in, or to the DISCO Platform or the Materials other than the rights to use them in accordance with these Terms of Use; and ii) you acquire no ownership of copyright, proprietary interest or other intellectual property rights in the DISCO Platform or Materials.

7.2You acknowledge and agree you may not remove or obscure the copyright notice or other notices contained in the Materials, nor do you have any right to access any of the DISCO Platform underlying software in source code form.

8. Limitation of Liability

8.1 You accept sole responsibility for the selection of the DISCO Platform and Materials to achieve your intended results and acknowledge that these have not been developed or designed to meet or support any individual requirements you have, including any particular cybersecurity requirements you might be subject to, or any regulated activity that you may be engaged in. If you use the DISCO Platform and/or Materials for any regulated activity, you agree to comply with any requirements that apply to such regulated activity, and to maintain that compliance as they change by regulatory action(s) from time to time, (including in any jurisdiction in which you operate or where the regulated activity is undertaken) and you shall defend, indemnify and hold us harmless against any loss or damage (including regulatory fines or penalties) costs (including legal fees) and expenses which we may suffer or incur as a result of your breach of this clause 8.1.

8.2 Except as expressly and specifically provided in these Terms of Use:

8.2.1 you assume sole responsibility for results obtained from the use of DISCO Platform and Materials, and for conclusions drawn from such use;

8.2.1 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or English common law are, to the fullest extent permitted by applicable law, excluded from these Terms of Use; and

8.2.1 the DISCO Platform and the Materials are provided on an “as is” basis and no warranty is provided that these will be uninterrupted or error-free.

8.3 DISCO is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the DISCO Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

8.4 Nothing in these Terms of Use shall limit or exclude either party’s liability for fraud or fraudulent misrepresentation or any other liability that cannot be excluded or limited by English law.

8.5Subject to the other provisions in this clause 8:

8.5.1DISCO shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, pure economic loss, loss of business, opportunity, reputation or goodwill and/or similar losses, loss or corruption of data or information, business interruption (in each case whether any of the losses are direct or indirect) or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms of Use; and

8.5.2 DISCO’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, howsoever arising in connection with the performance or contemplated performance of these Terms of Use shall be limited to the amount, if any, paid by you to DISCO for your use of the DISCO Platform and Materials or for any of your activities in connection with the DISCO Platform during the three (3) months immediately preceding your claim.

8.6In no event shall DISCO be liable in respect of any intellectual property infringement claim (whether actual or alleged) to the extent that the infringement is based on:

8.6.1a modification of the DISCO Platform by anyone other than us;

8.6.2use of the DISCO Platform or Materials in a manner contrary to the instructions given to you;

8.6.3use of the DISCO Platform or Materials after notice of the alleged or actual infringement from DICSO or any appropriate authority to you; or

8.6.4any open-source software or code.

8.7 You shall defend, indemnify and hold harmless DISCO against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and legal fees) arising as a result of your use or any User’s use of the DISCO Platform and/or Materials in breach of these Terms of Use.

9. Additional Terms

9.1 Depending on the contents of the subscription you have selected on the DISCO Platform, you may be bound by further geographic, republication, or image-use restrictions and/or obligations (such as around branding guidelines and watermarking) from the content providers (“Additional Terms”). These restrictions are in addition to the other ones set out in these Terms of Use and may be applied on a per-article/image, per-feed, per-title, or per-right-holder basis. By way of example, these republication uses commonly include publishing in newspapers, magazines, web sites, blogs, social media, and editorial broadcasting.

9.2 Each title in your subscription may be subject to restrictions that vary from by title, publisher or feed, and can change over time on a per-feed, per-title, and per-right-holder basis. Additionally, the Materials provided by the DISCO Platform to you based on your subscription can have Additional Terms that vary over time, including Additional Terms that restrict whether and how specific Materials can be used. You agree to be bound by these Additional Terms. At any time, the current listing of these Additional Terms is available at: https://www.disco.info/dashboard/additionalterms You acknowledge the Additional Terms listed above are binding upon your use of the Materials and the DISCO Platform, and that these Additional Terms can and do change over time.

9.3 It is your responsibility to adhere to (and ensure that the Users also adhere to) the Additional Terms. A breach of the Additional Terms will be deemed to be a material breach under these Terms of Use and we reserve the right to suspend or otherwise terminate your access to the DISCO Platform and Materials without further notice or liability to you.

10. Miscellaneous

10.1 Events Outside our Control - DISCO shall have no liability to you under these Terms of Use if it is prevented from or delayed in performing its obligations under these Terms of Use by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of DISCO or any other party), failure of a utility service, transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, epidemic or pandemic, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.

If such an event takes place that affects the performance of our obligations under these Terms of Use, we shall notify you as soon as reasonably practicable and will use our commercially reasonable efforts to find a solution by which our obligations may be performed despite the event outside our control.

10.2 Confidentiality – You will not disclose to any third party (other than to your professional advisers who have a reasonable need to know) details of this agreement or any of the negotiations undertaken in relation to this agreement without our prior written consent.

10.3 Third Party Providers - You acknowledge that DISCO may enable or assist you via the DISCO Platform to access the website content of, correspond with, and /or purchase products and services from, third parties via third-party websites and that you do so solely at your own risk. DISCO makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into with any such third party. DISCO does not endorse or approve any third- party website nor the content of any of the third-party website made available via the DISCO Platform.

10.4 Entire Agreement - These Terms of Use constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its specific subject matter. You acknowledge that by accepting these Terms of Use, you do not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms of Use. You agree you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms of Use.

10.5 Severability - In the event that any part or provision of these Terms of Use is declared fully or partially invalid, unlawful or unenforceable by a court of competent jurisdiction, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms of Use, and the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

10.6 Waiver - Our failure to exercise or enforce any rights or provisions of these Terms of Use shall not be deemed nor constitute a waiver or relinquishment of such rights or provisions. Any waiver by us of any right or provision of these Terms of Use must be in writing.

10.7 Assignment – You shall not, without our prior written consent, assign, transfer, charge, sub-contract or otherwise deal in any other manner with all or any of your rights or obligations under these Terms of Use.

DISCO may at any time assign, transfer, charge, sub-contract or otherwise deal in any other manner with all or any of its rights or obligations under these Terms of Use, but this will not affect your rights or our obligations under these Terms of Use.

10.8 No Partnership Or Agency - Nothing in these Terms of Use is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name of, or on behalf of, or otherwise to bind, the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

10.9 Third Party Rights - These Terms of Use do not confer any rights on any person or party (other than the parties to these Terms of Use and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

10.10 Change to Terms of Use - DISCO may, from time to time, update these Terms of Use at any time on notice to you. DISCO will use commercially reasonable efforts to notify you at least thirty (30) days before any material changes apply to you. If you do not wish to accept the changes, you can cancel your subscription before they take effect. Notwithstanding the foregoing, changes which are deemed non-material to the use of the DISCO Platform and/or Materials (including without limitation in relation to the addition or withdrawal of certain materials and/or features) may otherwise be made by us on lesser or without notice. Your continued use of the DISCO Platform following the deemed receipt and service of the notice shall constitute your acceptance to the Terms of Use, as varied. If you do not wish to accept the Terms of Use (as varied) you must immediately cancel your subscription and stop using and accessing the DISCO Platform and Materials on the deemed receipt and service of the notice. For the purposes of this clause, any notice given by us to you will be deemed received and properly served after it is first posted on the DISCO Platform or after an email is sent (as the case may be).

10.11 Electronic Communications - We will send you information relating to your Account (such as payment authorizations, confirmation messages and notices) in electronic form, for example via emails to your email address provided during registration.

10.12 Contact Us - You may contact us concerning any enquiry about the DISCO Platform via email at [email protected]. We will take commercially reasonable efforts to address your enquiry promptly.

11. Governing Law and Dispute Resolution

11.1 These Terms of Use, its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

11.2 If a dispute arises out of or in connection with these Terms of Use or the performance, validity or enforceability of it (Dispute), then the parties shall follow the procedure set out in this clause:

11.2.1 Either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the parties shall work in good faith to resolve the Dispute. If the parties cannot resolve the Dispute within sixty (60) days the parties agree the Dispute shall be resolved by binding arbitration by the London Court of International Arbitration (“LCIA.”)

11.2.2 You and We both agree that any Dispute that remains unresolved after sixty (60) days shall be resolved by binding arbitration through initiating a claim at the LCIA, either online at https://onlinefiling.lcia.org or by contacting LCIA in writing at LCIA, 70 Fleet Street, London EC4Y 1EU, United Kingdom.

11.2.3 A Dispute arising out of or in connection with this Terms of Use, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. Furthermore:

The number of arbitrators shall be three (3.)
The seat, or legal place, of arbitration shall be London, England and the language used in the arbitral proceedings shall be English.
Any fees or costs for the arbitration shall be decided by the arbitrator as part of their proceedings.
During the arbitration, any settlement offer made by either party shall not be disclosed to the arbitrators.
The governing law of when interpreting the Terms of Use during the arbitration shall be the substantive law of England and Wales.

11.3 No party may commence any court proceedings in relation to the whole or part of the Dispute. The parties waive the right to trial by jury or participation in a class action or private attorney general action, and agree to be bound by the decision of the arbitration described throughout Section 11.