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Terms & Conditions

Welcome to BLUE.AI! We are so glad that you’re interested in learning about our products. This is our terms of service, which governs all use of the services (including websites) provided by CallFire, Inc. d/b/a BLUE.AI (hereinafter referred to as “BLUE.AI”). Please review it carefully. By accessing or using any of our websites or services, you are agreeing these terms.

Terms And Conditions

ANTWERP TECHNOLOGIES LLC, a company registered under the laws of United Arab Emirates with registered address at Abdul Rahman Hassan Building, Al Khabeesi Area, 201- A1, UAE (hereinafter “ADD WEBSITE”, “Antwerp”, “We”, “Our”, or “Us”) provides a Software as a Service “SaaS” tool that allows our Customers to create, edit, store, analyze and send message notifications to their customers. A “Customer” or “You” is an entity wish to use Antwerp services (meaning services as provided under these Terms; hereinafter “Service,” or the “Services”).

1- Introduction:

1.1 You wish to use the Services and We are willing to make the Services available to You subject to and in accordance with these Terms.

These Terms and Conditions (“Terms and Conditions”, “Terms” or “Agreement”) represent a binding Agreement between Antwerp and Customer and is entered on the date the Customer signs up for an account through [ADD OUR WEBSITE] (the “Effective Date”).

1.2 It is crucial that You comprehend your responsibilities and the limitations of the Services you select. Our Services are diverse; consequently, additional terms may apply to specific Services. If applicable, these Service-specific Terms and Conditions will become part of Our Agreement. Any special conditions potentially negotiated between Antwerp and the User shall prevail over these General Conditions of Use.

1.3 Please use Our Services responsibly. By using Our website or any of Our Services, You acknowledge your understanding of these Terms and enter the Agreement on behalf of Customer. Ensure You have the necessary authority to enter into this Agreement on behalf of Customer before proceeding.

1.3 Please carefully read, review and be sure You understand Our Terms and Conditions prior to using the SaaS from [TO ADD OUR WEBSITE]. If You do not agree to these Terms, please do not use Our Services or software tools.

1.4 Please note that We are continuously striving to improve Our Services, and these Terms may change from time to time. If You have used Our Services before, do not assume that the Terms remain unchanged. You should regularly review the Terms, which whenever updated to be published online with the date of the last update noted at the top as “Last Updated.” By using [ADD WEBSITE], You waive any right to receive specific notice of changes, so ensure that You check the applicable Terms each time You use the site to understand which Terms apply. By continuing to use the site after any revised Terms and Conditions are posted, You acknowledge and accept those changes.

1.4.1 If You do not agree with the updated Terms, You are free to reject them; however, this means you will no longer be able to use the Services. Except for changes made by Us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both You and Us.

1.5 Your use of the Services is also governed by and subject to the Meta Platform Terms (https://developers.facebook.com/policy ), Meta Commercial Terms (https://www.facebook.com/legal/commercial_terms ), Facebook Terms for WhatsApp Business (https://www.whatsapp.com/legal/?lang=en ). You are solely responsible and liable for complying with the Meta Platform Terms, Meta Commercial Terms, and Facebook Terms for WhatsApp Business.

1.6 The content available on [ADD WEBSITE] is not intended for distribution to or use by any individual or entity in any jurisdiction or country where such distribution or use would violate local laws or regulations or require registration within that jurisdiction or country. Consequently, individuals who access [ADD WEBSITE] from other locations do so at their own discretion and are responsible for complying with any applicable local laws.

If a Customer violates any of the terms outlined, We reserve the right to cancel accounts or bar access to accounts without notice.

2- Binding Effect:

2.1 You are entering into a binding Agreement, BY USING ANY ELEMENT OF [ADD WEBSITE], CUSTOMER ACKNOWLEDGES THAT THE CUSTOMER HAS READ, ACCEPTS, AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, AS AMENDED FROM TIME TO TIME. IF THE CUSTOMER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, THE CUSTOMER WILL IMMEDIATELY CEASE ANY FURTHER USE OF [ADD WEBSITE], INCLUDING USE OF ANY PART THEREOF. CUSTOMER REPRESENTS AND WARRANTS TO ANTWERP THAT THE CUSTOMER HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT.

2.2 By accepting these Terms and Conditions on behalf of your employer or another individual, you confirm that You have their consent to act on their behalf and THAT YOU POSSESS THE AUTHORITY TO BIND THEM TO THIS AGREEMENT. These terms apply to all records related to transactions You conduct on Antwerp’s website, including notices of cancellation, policies, contracts, and applications.

2.3 You are not eligible to accept these Terms or use our Services if you are not of legal age to enter into a binding contract with Us, or if You are prohibited by law from using Our Services.

3- The Service:

3.1 Provision of [ADD WEBSITE] is contingent upon the Customer's adherence to the Terms and Conditions of this Agreement.

3.2 Each Service You use under these Terms will be provided according to the specific details You accept, as described in the Service Description found on [ADD WEBSITE LINK TO SERVICES DESCRIPTION] . By accepting these Terms, You acknowledge and accept the Service Description and confirm your familiarity with them. Antwerp reserves the right to alter or amend the Service Description at any time at its sole discretion.

4- Modifications, Availability and Service Interruption:

4.1 We reserve the right, at Our sole discretion, to change, modify, or remove the contents of [ADD WEBSITE] at any time and for any reason without prior notice. However, We are not obligated to update any information on [ADD WEBSITE]. Additionally, We reserve the right to modify or discontinue totally or partially [ADD WEBSITE] at any time without notice . We will not be liable to You or any third party for any modifications, price changes, suspensions, or discontinuance of [ADD WEBSITE].

4.2 We will make the Services available to You using reasonable skill and care. You do however acknowledge and agree that the availability of the Services, Your ability to access and/or use the Services and the conducting of any given Chargeable Elements (which is any billable unit under the Services, to be referred to under these Terms and Conditions as a “Chargeable Element”) may depend upon factors beyond Our reasonable control, including (but not limited to):
• Factors influencing the operation of the Services and/or hindering the successful execution of Chargeable Elements, such as, for instance, geographical or topographical limitations within the network of any telecommunications network operator ("Network Operator"), network capacity, physical barriers, or atmospheric conditions.
• Security and compliance issues in some regions and countries.
• Regulatory and legal requirements; or
• Factors preventing end-users from receiving Chargeable Elements such as, by way of example, the terms and conditions of an end-user’s service provider.

4.3 We don’t guarantee the following:
4.3.1 Services availability at all times or even free from faults or interruptions.

4.3.2 The assured receipt by any intended recipient of any Chargeable Element sent using the Services.

4.4 You shall note the below:

4.4.1 We absolve ourselves from any liability arising from the inability to provide the Services to You in the event such failure is caused by a technical malfunction or any other circumstance beyond Our reasonable control, including but not limited to third-party services that directly affect Our platform and are beyond Our control (e.g., an issue with Meta causing WhatsApp messages to not be sent via the channel), actions by Network Operators. We offer all services "as is" and "as available," and do not explicitly or implicitly warrant, represent, or guarantee that any Services are devoid of errors or interruptions, consistently available, suitable for any specific purpose, secure, or free of infringement upon third-party rights. We may, at Our sole discretion, alter or improve the Services We provide to You at any time, provided that any such alteration does not materially affect the nature or detract from the functionality of the Services.

4.4.2 Occasional suspension of the services We offer may be required for routine or emergency maintenance and repairs. We will make every effort to notify You in advance of any such suspension, providing a reasonable notice period.

4.4.2.1 In the event of hardware, software, or other issues causing interruptions, delays, or errors, We retain the right to modify, update, suspend, discontinue, or otherwise alter the Site as necessary. Whenever feasible, We will provide You with reasonable notice before any suspension occurs.

4.4.2.2 At our discretion, We reserve the right to suspend your access to the Services and/or prohibit any Chargeable activities conducted by You at any time. We hold the entitlement to terminate these Terms for any reason, and We will provide you with appropriate notice as promptly as feasible.

4.4.2.3 Should Your account utilized in the provision of Antwerp Service be inactive after the subscription period's expiry, it remains in Antwerp’s discretion to suspend Antwerp Services to You. You can reactivate the account with a request to Antwerp sent 6 (six) business days prior to the required reactivation.

4.5 You acknowledge and agree that We bear no liability for any loss, damage, or inconvenience resulting from your inability to access or utilize [ADD WEBSITE] during periods of downtime or its discontinuation. These Terms and Conditions do not impose any obligation on Us to maintain and support [ADD WEBSITE] or provide any corrections, updates, or releases associated with it.

5- Account And Security Measures:

5.1 To deliver Our services, We may need specific information. You will be asked to create an account and log in to [ADD WEBSITE] using your email. During this process, You will choose a password and your username will be your provided email (referred to as your “Antwerp User ID”).

5.1.1 We will provide You with a username or customer ID or ask You to choose authentication credentials for each account. We may change, cancel, or suspend Your account, which You will be notified about whenever requested under these Terms and Conditions.

5.1.2 You are responsible for ensuring the privacy and security of your accounts. Antwerp will not be liable for any damage or loss resulting from your failure to protect your login information, including your password.

5.1.3 You agree to provide Us with accurate, complete, and up-to-date registration information about yourself. You may not transfer your account to anyone else without Our prior written permission. We may suspend or terminate any service if the information You provide is incomplete or inaccurate.

5.1.4 You agree to indemnify Antwerp against any liability arising from your failure to provide complete and accurate information. You must promptly notify Us of any changes to your information.

5.2 For Security Measure, You are under the obligation to take all reasonable actions to assure security such as:

  • You must keep your username, customer ID, password, or any other secret authentication credentials private.
  • You must not bypass or attempt to bypass Our user authentication systems. You are liable for any damage, loss, or costs that We or any third party may incur as a result of your actions, or any use of your authentication credentials, account name, or account information by a third party, or due to your violation of this section.
  • You must notify Us immediately of any unauthorized use of your account or any other security breach, including suspected issues.
  • You are fully responsible for all payments and any activities that occur on your account, including fraudulent use where You undertake to immediately notify US and change Your access password without any delays.
  • You are responsible for both authorized and unauthorized use of your account, including but is not limited to: service login, data access, message traffic, assuming liability for any damage, loss, or costs that Antwerp or any third party may incur as a result of these activities.
  • You must cooperate with Us in resolving any potential unauthorized use of your account, regardless of its cause.

6- Privacy:

Privacy includes both Confidentiality and Data Protection terms.

6.1 Confidentiality:

You are legally obligated to maintain the confidentiality of all information acquired through the use of Our services, except for information that is already public, required by law, requested by any regulator, or reasonably required by your professional advisors for their services. When using Our services, You must comply with all applicable laws and regulations, as well as Our terms and any other agreed-upon terms.

6.2 Data Protection:

Regarding your data, Customer personal data remains confidential throughout processing and is kept intact, complete, and current during all processing activities.

We aim to safeguard your personal data from unauthorized access, use, and disclosure by implementing suitable physical, technical, organizational, and administrative security measures tailored to the type of personal data and Our processing methods. You should also help protect your data by taking all reasonable measures such as choosing and securing your password and other sign-on mechanisms, and by limiting access to your computer, device, and browser.

We retain your personal data for as long as You have an account with Us or as needed to provide Our services. In some cases, We may retain personal data longer to comply with legal obligations, resolve disputes, collect fees, or as permitted or required by applicable laws, rules, or regulations. Additionally, We may retain information in an anonymous or aggregated form, ensuring that it does not personally identify You.

Please refer to Our Privacy Policy [TO ADD LINK] for details on personal data processing with respect to Our Services.

Regarding the processing of personal data of your end-users that You provide to Us through our Services, You are the controller, and We are the processor. You guarantee that You have obtained all required and valid consents under applicable data protection laws and regulations (such as the EU General Data Protection Regulation) necessary for Us to process personal data for the performance of Our services. Antwerp will process that personal data in accordance with the data processing agreement which to be considered legally binding upon accepting the Terms and Conditions as it constitutes an integral part of. [ADD LINK TO THE DP]

7- Fees And Payments:

a. Paid Service: If You use Our Paid Services, You will be subject to payments in advance corresponding to Services selected and regions. Payments for these Services may vary monthly as detailed in the Pricing Terms, with price changes for specific destinations noted on Our website.

b. Billing: We reserve the option to bill You directly via an invoice or to utilize a third-party payment processor (referred to as the “Payment Processor”) to bill You through a payment account linked to your account on the Services (your “Billing Account”) for the use of Our Paid Services. If You are billed through a Payment Processor, the payment processing will be subject to the terms, conditions, and privacy policies of the Payment Processor, in addition to these Terms. Presently, We utilize Stripe as Our Payment Processor. Please note that We are not accountable for any errors, acts, or omissions of the Payment Processor. By opting to use Paid Services, You agree to remit payment to Us, either directly or via the Payment Processor as appropriate, for all charges at the prevailing prices for any utilization of such Paid Services, in accordance with the applicable payment terms. Furthermore, you authorize Us, either directly or through the Payment Processor, to charge your selected payment provider (referred to as your “Payment Method”). You undertake to make payments using the designated Payment Method. We retain the right to rectify any errors or inaccuracies made by the Payment Processor, even if payment has been previously requested or received.

If We, either directly or through the Payment Processor, do not receive payment from You, You agree to pay all amounts due on your Billing Account upon demand.

If You do not pay any fees in accordance with the applicable terms, We reserve the right to, in Our sole discretion, suspend Your access to the Service and/or cease to allow any Chargeable Element to be conducted by You until further payment is received by Us which fully covers any unpaid Charges.

You are liable for all bank and finance charges incurred. Please ensure that the amount received in Our bank account, after deductions, matches the total amount owed to Us.

Payment obligations outlined herein are not eligible for set-off or withholding rights of any kind, all of which are explicitly waived by the Customer.

You are responsible for payment of all taxes associated with the Services, which will be charged as per applicable law.

  • Payment terms:

If Antwerp, at its discretion, agrees to enable a post-paid model for your usage of the Services, the following terms shall apply :

Antwerp will issue invoices on a monthly basis, covering the previous month's usage. Payment is due within fifteen (15) days from the invoice date. Failure to pay fees or taxes in accordance with these terms, except for disputed amounts, may result in Antwerp suspending access to the Services, either partially or entirely, until payment is received.

If any invoices remain unpaid beyond the due date, You will be notified of the delay, and You agree to pay daily accruing interest on the overdue amount. The interest rate will be either (i) 1% monthly and 12% annually, or (ii) the statutory rate for late payment in your jurisdiction, whichever is higher. Additionally, in case of such failure, all outstanding amounts become due and payable immediately.

You are prohibited from utilizing Antwerp Services in amounts surpassing the maximum credit limit you are authorized to expend per month, as communicated to you and established at Antwerp's discretion (referred to as the “Credit Limit” and/or "Monthly Credit Limit"). The Monthly Credit Limit comes into effect immediately and remains in place unless otherwise communicated by Antwerp in accordance with this Agreement. Before reaching the Credit Limit, you will receive notifications for reaching % of consumption to be aware of, if You reach the Monthly Credit Limit, prior to the end of the relevant month, Antwerp may immediately suspend the Services at its discretion.

If Antwerp suspends the Services pursuant to this section, You have the option to settle any outstanding amount to lift the suspension. Subsequently, the usage of Antwerp Services contributing towards the Monthly Credit Limit will recommence immediately.

Monthly Credit Limit shall be established by Antwerp and will be based on Antwerp’s assessment of Your financial and operational well-being, taking into account relevant information, whether available as a matter of public record or submitted by You.

Antwerp may adjust any Credit Limit by giving You a 7 (seven) days’ prior notice.

  • Disputed Invoices or Charges:

If a Customer disputes any part of an Antwerp invoice, charge, or fee in good faith, they may submit a dispute notice to Antwerp along with written documentation identifying and substantiating the disputed amount. This notice must be provided within fifteen (15) calendar days from the receipt of the relevant invoice, charge, or fee, and if applicable, when paying the undisputed portion of the invoice. Antwerp and the Customer will exchange related dispute documents for investigation, both parties acting in good faith to resolve the dispute amicably within thirty (30) calendar days from receiving the dispute notice. If the dispute remains unresolved, the Terms of Governing Law and Dispute Resolution will apply.

Failure to report or provide substantiating documentation within this period will result in the Customer waiving their right to dispute any portions of the invoice.

d. Current Information Required: YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, BANK DETAILS…), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT.

8- Marketing:

During the Term, the Customer grants Antwerp a worldwide, non-exclusive, non-transferable, and non-sub-licensable (except to affiliates) royalty-free license to use the Customer’s trademarks and logos provided to Antwerp under this Agreement. This usage is solely for marketing, advertising, and promoting[ADD WEBSITE], including listing the Customer on the website, and must comply with the Customer’s reasonable trademark usage guidelines, as updated periodically. The Customer may require Antwerp to stop using the Customer’s trademarks and logos if, in the Customer’s reasonable opinion, their continued display would have a materially adverse effect on the Customer’s image and associated goodwill. All rights to use the Trademarks under this section shall cease immediately upon termination of this Agreement.

9- Use Restrictions (Terms of Use):

9.1 The Customer acknowledges and agrees to assume responsibility for all user activities and communications on [ADD WEBSITE], ensuring adherence to this Agreement and compliance with any guidelines and policies periodically published by Antwerp.

9.2 The Customer is entirely responsible for all activities conducted under their account and any actions taken in connection with it. This includes all content sent and activities occurring under the account, even if the content is sent by others.

9.3 Antwerp reserves the right, but is not obligated, to remove content and accounts containing content that we determine, in our sole discretion, to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, or otherwise objectionable, or that violates any party’s intellectual property or these Terms.

9.4 Without limiting the generality of any of the foregoing, Customer will not, and will not permit any other person or users to:

9.4.1 Use the Services, or allow them to be used, to send Chargeable Events or content to any end-user for marketing purposes without explicit request or prior consent from that end-user. If You are sending any Chargeable Event or content for commercial purposes to any of your end-users, You must comply with the telephone marketing practices of the end-users' jurisdiction whenever required under the country jurisdiction, such as the case to get end-user consent to receive Chargeable element from your end through opt-in or out. This includes obtaining prior express written consent (opt in) from those end-users and providing all end-users the right to opt out of receiving any further Chargeable Events or content sent for commercial purposes by You. You must promptly process any end-user's election to opt out.

9.4.2 Use [ADD WEBSITE] to send, upload, collect, transmit, store, use, disclose, or process, or request Antwerp to obtain from third parties or perform any of the aforementioned actions with respect to, any Customer data that:

9.4.2.1 Contains any computer viruses, worms, malicious code, or software intended to damage or alter a computer system or data;

9.4.2.2 The Customer or user does not have the lawful right to send, upload, collect, transmit, store, use, disclose, process, copy, distribute, or display;

9.4.2.3 Is false, intentionally misleading, or impersonates any other person;

9.4.2.4 Is bullying, harassing, abusive, threatening, vulgar, obscene, or offensive, or contains pornography, nudity, or graphic or gratuitous violence, or promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual;

9.4.2.5 Is harmful to minors in any way or targeted at persons under the age of 16;

9.4.2.6 Violates any applicable laws, or infringes, violates, or misappropriates the intellectual property or other rights of any third party;

9.4.2.7 Encourages any conduct that may violate any applicable laws or would give rise to civil or criminal liability;

9.4.2.8 Disable, overly burden, impair, or otherwise interfere with servers or networks connected to [ADD WEBSITE];

9.4.2.9 Attempt to gain unauthorized access to [ADD WEBSITE];

9.4.2.10 Use any data mining, robots, or similar data gathering or extraction methods, or copy, Modify, reverse engineer, reverse assemble, disassemble, or decompile [ADD WEBSITE] or any part thereof or otherwise attempt to discover any source code, except as expressly provided for in this Agreement;

9.4.2.11 Use [ADD WEBSITE] for the purpose of building a similar or competitive product or service; or

9.4.2.12 Use [ADD WEBSITE] other than as permitted by this Agreement;

9.5 Throughout the duration of the Agreement, you will:

  • Send only Chargeable Elements and content that comply with all applicable laws, regulations, and codes, ensuring they do not contain anything likely to cause offense based on generally prevailing standards of decency and propriety;
  • Adhere to all reasonable directions and instructions issued by Us from time to time in relation to the Services;
  • Consistently comply with all applicable laws, regulations, and codes, as well as any directions, recommendations, and decisions from any Regulator; and
  • Refrain from acting in any manner likely to bring Us, the Service, or any Network Operator into disrepute.

9.6 If Antwerp has reason to believe that Customer content being transmitted is unauthorized, prohibited, illegal, or otherwise not permitted, Antwerp reserves the right to take any necessary steps or measures to protect the security of both Antwerp and the Network Operator.

9.7 Furthermore, Antwerp shall not be liable or obligated to deliver such messages to the end-user(s), nor shall the Customer be entitled to seek refunds, chargebacks, or other forms of compensation in relation to the messages referenced in this section.

9.8 Upon request, You will provide Us, any Network Operator, or Regulator with any information reasonably required concerning your use of the Services. You are responsible for ensuring that any information related to your end-users is accurate and complete.

9.9 You shall not state or imply Our approval of any particular Chargeable Elements OR content You send using the Services, nor refer it to Us in any manner without our prior written approval.

9.10 Upon Our request, You must provide a representative forecast of your service needs for the specified period, including all reasonable details which are considered to be necessary for Us to plan network capacity requirements.

9.11 At Our sole discretion, We may stop conveying any Chargeable Elements, and You will promptly cease transmitting them upon our request.

9.12 You affirm that You are the exclusive owner or licensor of all rights in your end-user data, or that You have acquired all essential rights, licenses, and consents from all pertinent third parties to authorize You, Us, and Our subcontractors to utilize the end-user data for the purposes outlined in the Agreement.

10- Disclaimer:

THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS WITH ALL FAULTS AND DEFECTS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

ANTWERP SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR USE OR THE INABILITY TO USE THE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, CONTENT AND/OR ANY OTHER SRVICES OBTAINED THROUGH THE SITE; (iii) THE UNAUTHORIZED ACCESS TO, OR ALTERATION OF, YOUR REGISTRATION DATA AND/OR VERIFIED PROFILE; AND (iv) ANY OTHER MATTER RELATING TO THE WEBSITE AND/OR THE SERVICES OFFERED ON THE WEBSITE.

THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE ANTWERP ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

Each party acknowledges that neither You nor We have entered into the Agreement based on or relying upon any representation, warranty, or other term, except as otherwise expressly provided in the Terms. Therefore, all conditions, warranties, and other terms implied by statute, common law, or otherwise are hereby excluded to the fullest extent permitted by law, save for any representation made fraudulently.

11- Limitation Of Liability:

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ANTWERP, ITS SUBSIDIARIES, AFFELIATES, OR ITS PARTNERS LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE TWO (2) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING OR $20.00 USD.

We shall bear no liability for the content of any Chargeable Elements sent or transmitted using the Service. The full responsibility for the content shall lie with You. You are required to comply with all pertinent legislation and regulations applicable in your jurisdiction and in the jurisdiction of all individuals with whom You communicate directly when using the Service. By utilizing the Service, You also consent to be bound by the Rules, Terms, and Conditions.

Despite the preceding statements, You acknowledge that You will bear sole responsibility for any legal liability arising from or related to the content and Services, whether transmitted on your own behalf or on behalf of any third party.

12- INDEMNIFICATION:

12.1 You agree to defend, indemnify, and hold us harmless, including Our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party against Antwerp due to, arising out of or in connection with a) your use of [ADD WEBSITE] and/or the Services b) breach of these Terms and Conditions and related Policies c) any breach of your representations and warranties set forth in these Terms and Conditions d) your violation of the rights of a third party, including but not limited to intellectual property rights or e) any overt harmful act toward any other user of [ADD WEBSITE] with whom You connected via the site.

12.2 You are responsible for addressing and responding to any complaints We receive from relevant regulatory bodies resulting from your use of the Service. We will promptly forward any complaints to You as soon as reasonably possible. You are required to adhere to the applicable complaint procedures and respond to each complaint within the specified timeframes set by the relevant regulatory body. Additionally, You must promptly provide us with a copy of your response. You will be held liable for any fines and/or penalties imposed by any regulatory body against you, us, or any associated companies due to your violation of these Terms.

12.3 Despite the above, we reserve the right, at your cost, to assume exclusive defense and control of any matter for which You are obligated to indemnify Us. You agree to cooperate, at your expense, with Our defense of such claims. We will make reasonable efforts to inform You of any claim, action, or proceeding subject to this indemnification upon becoming aware of it.

13- Term And Termination:

13.1 Term:

This Agreement will commence on the Effective Date, which is signing up date, and continue to be in effect until your subscription has been terminated in accordance with the terms Customer agreed to on the [ADD WEBSITE] at time of signup (the “Term”).

13.2 Termination:

13.2.1 Termination For Convenience:

Either Party may terminate this Agreement. I if termination is from Customer side it can be done automatically from the setting of his account, if termination is to be initiated from Antwerp’s side a prior notice to be delivered preceding the date of termination.

  • The Customer is responsible for appropriately canceling their Account. Upon cancellation or deletion of the Account, access to the Account will be deactivated or deleted, resulting in the forfeiture and relinquishment of all Content stored within the Account. Please note that once the account is canceled, this information cannot be recovered from Antwerp. You have the option to cancel at any time; however, You will remain liable for all charges accrued up to the cancellation or deletion date. The sums paid in consideration of the Antwerp Services shall remain due to Antwerp even if not exhausted. You will not incur any further charges beyond the termination date.
  • Antwerp will make every reasonable effort to notify You before suspending or terminating your account. Any suspected fraudulent, abusive, or illegal activity that could lead to the termination of your use of the Service may be reported to the appropriate law enforcement authorities. Antwerp is not liable to you or any third party for any changes, suspensions, or discontinuations of the Service.

13.2.2 Termination For Non-payment:

Antwerp reserves the right to suspend Services if the Customer fails to timely pay any amounts due to Antwerp under this Agreement, but only after Antwerp notifies Customer of such failure and such failure continues for thirty (30) calendar days after such notification. Suspension of Services shall not release Customer of its payment obligations under this Agreement. Customer agrees that Antwerp shall not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to suspension of the Services resulting from Customer’s non-payment, unless Antwerp suspends the Services without giving Customer 30 calendar-days written notice to rectify its failure to pay.

13.2.3 Termination for Cause:

Either party may also terminate this Agreement with immediate effect by notice to the other party if:

  • The other party becomes insolvent, enters into any arrangement with its creditors, undergoes compulsory or voluntary liquidation, has a receiver, administrative receiver, liquidator, or similar official appointed over its assets, becomes subject to administration or a similar order, or ceases trading;
  • The other Party commits a breach of the Agreement or any legal or regulatory provision and, where such breach is remediable, fails to remedy it within 14 days of receiving written notice from the non-breaching party requiring its remedy; or
  • Any license necessary for Us to operate the Services is revoked, terminated, or modified, or in the event of new license requirements being imposed, the relevant license:
  • Is not granted to us, or
  • Is granted to Us but in a manner that hinders Us from continuing to provide the Services or prevents a Network Operator from facilitating Our provision of the Services.

13.3 We may terminate the Agreement immediately upon notice if any relevant legislation or regulation is implemented or modified with the effect that it is no longer commercially viable or possible for Us to make the Services available.

13.4 Termination of the Agreement for any reason does not negate any rights that have accrued to either party under the Agreement up to the termination date. Additionally, terms and conditions of the Agreement that are inherently capable of surviving termination will remain in full force and effect following such termination.

13.5 Termination will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all Content in your Account. This information cannot be recovered from Antwerp once your account is terminated. Please be aware of that.

13.6 No refunds or credits for Fees will be issued even if You choose to terminate this Agreement before the end of your Term. If You terminate this Agreement prematurely or if Antwerp terminates it, You must, in addition to any other amounts owed to Antwerp, promptly settle any outstanding Fees.

13.7 On termination of the Agreement:

  • You will immediately cease to use the Services; and
  • All amounts then owed to Us, under or in connection with the Agreement, will become immediately due and payable.
  • You will forfeit any unused credit on your account.
  • All licenses and rights granted under these Terms will terminate immediately.

14- Force Majeure:

Neither party will be liable for any delay in the performance of or any failure to perform any of its obligations under this Agreement that is caused by any event which is beyond its reasonable control, including, but not limited to, the failure, malfunction or unavailability of necessary telecommunications, data communications and/or computer services, power supply failures or shortages, acts or omissions of third parties (including, but not limited to, Network Operators), acts of government or Regulators or telecommunications network congestion.

15- Assignment rights:

You may not assign, delegate, or transfer these Terms, your rights or obligations hereunder, or your Services account in any manner even if by operation of law, without the prior written consent of Antwerp. We reserve the right to assign, in whole or in part, any rights, interests, or obligations under this Agreement to third parties or to Antwerp’s successors and assigns without your prior written consent.

16- Intellectual Property:

Unless otherwise indicated, [ADD WEBSITE] is our proprietary property, and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the site (collectively, the “Site Content”), as well as the trademarks, service marks, and logos contained therein (the “Marks”), are owned or controlled by Us or licensed to Us. They are protected by copyright, trademark laws, and various other intellectual property rights, including international copyright laws and international conventions. Provided that You are eligible to use [ADD WEBSITE], You are granted a limited license to access and use it and to download or print a copy of any portion of the Site Content to which You have properly gained access solely for your personal, non-commercial use, noting that the capability to download or print a copy will be for a limited to short periods and specifically for financial and analytical purposes. We reserve all rights not expressly granted to You in and to [ADD WEBSITE], the Site Content, and the Marks.

We may grant You an individual, personal, non-exclusive, and non-transferable license (“the License”) to use our proprietary software or application service, in object code form only, strictly in accordance with the applicable Service Specific terms and other documentation, if any, and solely in conjunction with the relevant services. You are prohibited from reverse engineering, decompiling, disassembling, or otherwise attempting to discover the source code or underlying ideas or algorithms of our software; modifying, translating, or creating derivative works based on the software or application; copying, renting, leasing, distributing, assigning, or otherwise transferring rights to the software or application; or removing any proprietary notices or labels related to our services. We retain ownership of all proprietary applications, software, intellectual property, and any portions or copies thereof, along with all associated rights.

Site Content from Our website may not be used or exploited for any commercial and non-private purposes without Our prior written consent.

You are required to notify Us of any suspected infringement of Our intellectual property of which You become aware and to take all reasonable actions as We may direct concerning that suspected infringement, provided it is directly and specifically related to the Services We provide to You.

These licenses terminate upon the conclusion of Our Agreement with You, at which point You must cease using and destroy all of Our software and applications in your possession.

It is your responsibility to test the Services before entering into this Agreement. For greater certainty, Antwerp Property is licensed and not “sold” to the Customer.

17- Severability:

These Terms and Conditions, along with any Policies or operating rules posted by Us on [ADD WEBSITE] or regarding [ADD WEBSITE], constitute the entire Agreement and understanding between You and Us. If any term or provision of this agreement is found to be invalid, illegal, or unenforceable under any rule of law or public policy, all other terms and provisions of this agreement will remain in full force and effect.

18- Governing Law And Dispute Resolution:

This Agreement, and all matters arising out of or relating to this Agreement, shall be governed by and interpreted in accordance with the laws of Cyprus.

The Parties shall endeavor to resolve any controversy through good faith negotiations. In the highly unlikely event that the Parties are unable to resolve the matter within thirty (30) calendar days of the matter being referred to them, or any other period agreed upon, such matter shall be resolved exclusively by arbitration.

All disputes between the Parties arising out of or in connection with the present Agreement shall be settled by arbitration in accordance with the Rules of Cyprus Arbitration & Mediation Center. The place of arbitration shall be Cyprus. The language to be used in the arbitral proceedings shall be English. Any arbitration award may, if necessary, be enforced by any court or authority having jurisdiction.