Unless otherwise indicated, the Site is our proprietary
property and all source code, databases, functionality, software, website
designs, audio, video, text, photographs, and graphics on the Site
(collectively, the “Content”) and the trademarks, service marks, and logos
contained therein (the “Marks”) are owned or controlled by us or licensed to
us, and are protected by copyright and trademark laws and various other
intellectual property rights and unfair competition laws of the United States,
international copyright laws, and international conventions. The Content and the
Marks are provided on the
Site “AS IS” for your information and personal use only. Except as expressly
provided in these Terms
of Use, no part of the Site and no Content or Marks may be copied, reproduced,
aggregated, republished, uploaded, posted, publicly displayed, encoded,
translated, transmitted, distributed, sold, licensed, or otherwise exploited
for any commercial purpose whatsoever, without our express prior written
permission.
12.
COPYRIGHT INFRINGEMENTS
We respect the intellectual property rights of others. If you
believe that any material available on or through the Site infringes upon any copyright
you own or control, please immediately notify us using the contact information provided
below (a “Notification”). A copy of your Notification will be sent to the person who
posted or stored the material addressed in the Notification. Please be advised that
pursuant to applicable law you may be held liable for damages if you make material
misrepresentations in a Notification. Thus, if you are not sure that material located on
or linked to by the Site infringes your copyright, you should consider first contacting
an attorney.
These
Terms of Use shall remain in full force and effect while you use the Site. WITHOUT
LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR
SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE
(INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO
REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR
COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE
MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE
YOUR ACCOUNT AND
ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME,
WITHOUT WARNING, IN OUR SOLE DISCRETION.
If we terminate
or suspend your account for any reason, you are prohibited from registering and
creating a new account under your name, a fake or borrowed name, or the name of
any third party, even if you may be acting on behalf of the third party. In
addition to terminating or suspending your account, we reserve the right to
take appropriate legal action, including without limitation pursuing civil,
criminal, and injunctive redress.
14.
MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change,
modify, or remove the contents of the Site at any time or for any reason at our sole
discretion without notice. However, we have no obligation to update any information
on our Site. We also reserve the right to modify or discontinue all or part of the
Site without notice at any time. We will not be liable to you or any third party for
any modification, price change, suspension, or discontinuance of the Site.
We cannot guarantee
the Site will be available at all times. We may experience hardware, software,
or other problems or need to perform maintenance related to the Site, resulting
in interruptions, delays, or errors. We
reserve the right to change, revise, update, suspend, discontinue, or otherwise
modify the Site at any time or for any reason without notice to you. You agree that
we have no liability
whatsoever for any loss, damage, or inconvenience caused by your inability to
access or use the Site during any downtime or discontinuance of the Site. Nothing in
these Terms of Use will be
construed to obligate us to maintain and support the Site or to supply any
corrections, updates, or releases in connection therewith.
These
Terms shall be governed by and defined following the laws of
Thailand
. MUDLEY INTELLIGENCE CO., LTD and yourself irrevocably consent
that the courts of
Thailand
shall have exclusive jurisdiction to
resolve any dispute which may arise in connection with these terms.
To
expedite resolution and control the cost of any dispute,
controversy, or claim related to these Terms of Use (each "Dispute"
and collectively, the “Disputes”) brought by either you or us
(individually, a “Party” and collectively, the “Parties”), the
Parties agree to first attempt to negotiate any Dispute (except
those Disputes expressly provided below) informally for at least
thirty (30) days before initiating
arbitration. Such informal negotiations commence upon written notice
from one Party to the other Party.
Any
dispute arising out of or in connection with this contract,
including any question regarding its existence, validity, or
termination, shall be referred to and finally resolved by the
International Commercial Arbitration Court under the European
Arbitration Chamber (Belgium, Brussels, Avenue Louise, 146)
according to the Rules of this ICAC, which, as a result of referring
to it, is considered as the part of this clause. The number of
arbitrators shall be three (3). The
seat, or legal place, of arbitration shall be
Bangkok,
Thailand
.
The language of the proceedings shall be
Thai. The governing law of the contract
shall be the substantive law of
Thailand
.
The
Parties agree that any arbitration shall be limited to the Dispute
between the Parties individually. To the full extent permitted by
law, (a) no arbitration shall be joined with any other proceeding;
(b) there is no right or authority for any Dispute to be arbitrated
on a class-action basis or to utilize class action procedures; and
(c) there is no right or authority for any Dispute to be brought in
a purported representative capacity on behalf of the general public
or any other persons.
Exceptions to Informal Negotiations
and Arbitration
The
Parties agree that the following Disputes are not subject to the
above provisions concerning informal negotiations and binding
arbitration: (a) any Disputes seeking to enforce or protect, or
concerning the validity of, any of the intellectual property rights
of a Party; (b) any Dispute related to, or arising from, allegations
of theft, piracy, invasion of privacy, or unauthorized use; and (c)
any claim for injunctive relief. If this provision is found to be
illegal or unenforceable, then neither Party will elect to arbitrate
any Dispute falling within that portion of this provision found to
be illegal or unenforceable and such Dispute shall be decided by a
court of competent jurisdiction within the courts listed for
jurisdiction above, and the Parties agree to submit to the personal
jurisdiction of that court.
There may be
information on the Site that contains typographical errors, inaccuracies, or
omissions, including descriptions, pricing, availability, and various other
information. We reserve the right to
correct any errors, inaccuracies, or omissions and to change or update the
information on the Site at any time, without prior notice.
THE SITE IS PROVIDED
ON AN AS-IS AND AS-AVAILABLE BASIS. 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.
19.
LIMITATIONS 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.
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 due to or
arising out of:
(1) use of the Site; (2) breach of these Terms of Use; (3) any breach of your representations
and warranties set forth in these Terms of Use; (4) your violation of the rights of a
third party, including but not limited to intellectual property rights; or
(5) any overt harmful act toward any
other user of the Site with whom you connected via the Site. Notwithstanding the
foregoing, we reserve the right, at your expense, to assume the exclusive
defense and control of any matter for which you are required to indemnify us,
and you agree to cooperate, at your expense, with our defense of such claims. We
will use reasonable efforts to notify you of any such claim, action, or
proceeding which is subject to this indemnification upon becoming aware of
it.
We will maintain
certain data that you transmit to the Site for the purpose of managing the
performance of the Site, as well as data relating to your use of the Site. Although
we perform regular routine backups
of data, you are solely responsible for all data that you transmit or that
relates to any activity you have undertaken using the Site. You agree
that we shall have no liability to you for any loss or corruption of any such
data, and you hereby waive any right of action against us arising from any such
loss or corruption of such data.
22.
ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Site, sending us emails,
and completing online forms constitute electronic communications. You consent to
receive electronic communications, and you agree that all agreements, notices,
disclosures, and other communications we provide to you electronically, via email
and on the Site, satisfy any legal requirement that such communication be in
writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS,
AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF
TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any
rights or requirements under any statutes, regulations, rules, ordinances, or other
laws in any jurisdiction which require an original signature or delivery or
retention of non-electronic records, or to payments or the granting of credits by
any means other than electronic means.
These Terms of Use and any policies or
operating rules posted by us on the Site or in respect to the Site constitute the
entire agreement and understanding between you and us. Our failure to exercise or
enforce any right or provision of these Terms of Use shall not operate as a waiver
of such right or provision. These Terms of Use operate to the fullest extent
permissible by law. We may assign any or all of our rights and obligations to others
at any time. We shall not be responsible or liable for any loss, damage, delay, or
failure to act caused by any cause beyond our reasonable control. If any provision
or part of a provision of these Terms of Use is determined to be unlawful, void, or
unenforceable, that provision or part of the provision is deemed severable from
these Terms of Use and does not affect the validity and enforceability of any
remaining provisions. There is no joint venture, partnership, employment or agency
relationship created between you and us as a result of these Terms of Use or use of
the Site. You agree that these Terms of Use will not be construed against us by
virtue of having drafted them. You hereby waive any and all defenses you may have
based on the electronic form of these Terms of Use and the lack of signing by the
parties hereto to execute these Terms of Use.
In order to resolve a complaint
regarding the Site or to receive further information regarding use of the Site,
please contact us at:
MUDLEY INTELLIGENCE CO., LTD
3/94 Soi Srinagarindra 46/1 (Pramote)
, Nong Bon
Prawet
, Bangkok
10250
Thailand
__________
