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Terms of Service

Table of Contents
1.0 Definitions and Interpretation
2.0 Acceptance of Terms
3.0 Rules and Conduct
4.0 Registration
5.0 Use of the Services
6.0 Fees & Payments	
7.0 Anti Money Laundering and Counter Terrorist Financing Statement
8.0 Third-Party Site
9.0 Content & License
10.0 Intellectual Property
11.0 Termination
12.0 Warranty Disclaimer
13.0 Indemnification	
14.0 Limitation of Liability	
15.0 International Access To Services	
16.0 Electronic Delivery, Notice Policy and Your Consent	
17.0 Governing Law	
18.0 Integration and Severability	
19.0 Miscellaneous	
1.0 Definitions and Interpretation

Unless otherwise specified, words importing the singular include the plural and vice versa and words importing a gender include both genders and the neuter.

2.0 Acceptance of Terms

2.1 The Services are offered subject to the acceptance of all terms and conditions stipulated in these Terms of Service, including the privacy policy available at [a link] (“Privacy Policy”) and all other operating rules, policies, and procedures that the Company may publish on the Website from time to time. These terms and conditions shall apply to any and every User. Some Services may be subject to additional terms and conditions. Such additional terms and conditions, whenever and wherever stipulated by the Company through the Website, shall be treated and enforced as an integral part of these Terms of Service.

2.2 The Company shall have the right, at its sole discretion to modify or replace any terms and conditions in these Terms of Service by posting such updated terms and conditions on the Website without prior notice. The continued access and use of the Services by any User shall constitute the acknowledgement and acceptance of such changes.

2.3 The Company reserves the right to change, suspend, or discontinue the Services (including, but not limited to, the availability of any feature, database, or Content) at any time for any reason with or without prior notice to the Users. The Company shall not be liable to any User or any third party as a consequence of any change, suspension or discontinuance of the Services (or any part thereof). The Company may also impose limits on certain features and services or restrict access to parts or all of the Services without notice or liability.

2.4 To be eligible to use the Services, any User must be at least 18 years old and be of legal age in the User’s domicile. The User hereby represents and warrants that all registration information submitted is accurate and truthful. The Company reserves the right to ask for proof of age from any User and the account may be suspended until such proof of age is provided to the Company’s satisfaction. The Company may, in its sole discretion, refuse to offer the Services to any User and change the eligibility criteria of the Services at any time without prior notice. 

3.0 Rules and Conduct

3.1 As a condition of use, the User agrees not to use the Services for any purpose that is prohibited by the terms and conditions of these Terms of Service or the laws of Hong Kong. Users are responsible for all of their activities in connection with the Services. Users shall not, and shall not cause, permit or acquiesce any third party using their accounts to, take any action or submit any Content that:

breaches these Terms of Service or any other policies agreed with the Company;
infringes any patent, trademark, trade secret, copyright, right of publicity, or other rights of any other person or entity, or violates any law or contract;
the User knows, or has reasonable grounds to believe, is false, misleading, or inaccurate;
is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, tortious, obscene, offensive, profane, or invasive of another's privacy;
constitutes unsolicited or unauthorised advertising or promotional material or any junk mail, spam, or chain letters;
contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorised access to any system, data, password, or other information of the Company or any third party; or
is made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence.

3.2 Additionally, the User shall not (directly or indirectly): 
take any action that imposes or may impose (as determined by the Company in its sole discretion) an unreasonable or disproportionately large load on the Company’s or its third-party providers’ infrastructure; 
interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; 
bypass any measures the Company may use to prevent or restrict access to the Services (or other accounts, computer systems, or networks connected to the Services); 
run Maillist, Listserv, or any form of auto-responder or "spam" on the Services; 
use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Website; 
impersonate any person or entity, including any employee, contractor, director, supplier, partner or representative of the Company or its affiliates;
decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services, except to the extent applicable laws specifically prohibit such restriction; 
modify, translate, or otherwise create derivative works of any part of the Services; or 
copy, rent, lease, distribute, or otherwise transfer any of the rights that a User receives hereunder. 

3.3 Users agree that their use of the Website and Services shall always conform with all applicable local and international laws and regulations and the User shall not use the Website and Services if such usage breaches any applicable local and international laws and regulations.

4.0 Registration

4.1 Any person may view the Website without registering, but as a condition of using the Services, all Users shall be required to register with the Company and set up a User ID and a password.  All Users who register an account with the Company agree to abide by and are subject to these Terms of Service.

4.2 As a registered User:
you shall provide true, accurate, current and complete registration information as required by the Company’s registration procedures; 
you shall not provide any false personal information to the Company or create an account for anyone other than yourself without the Company’s permission;
you shall not create more than one account;
you shall not use as a User ID, real name, domain name, merchant name, charity name, campaign name, or Coupon name any name or term that (i) is the name of another person, with an intent to impersonate that person; (ii) is the name of another organization, with an intent to impersonate that organization; (iii) is subject to any rights of another person, without appropriate authorisation; or (iv) is offensive, vulgar, or obscene. The Company reserves the right in its sole discretion to refuse registration of or cancel a User ID, real name, domain name, merchant name, charity name, campaign name and Coupon name; 
you shall update, promptly, any registration information (including contact details) if there is any change to such information;
you are solely responsible for activities that occur on your account and shall be responsible for maintaining the confidentiality of your password for the Website; ?you shall under no circumstances use another User’s account or allow any person other than yourself to use your account; 
if the Company disables your account, you shall not create another account without the Company’s written permission;
you shall immediately notify the Company in writing of any unauthorised use of your account, or other known account-related breach of security;
you shall not use your account for your own pecuniary or commercial gain (except for Merchants as expressly agreed to by the Company); and
you shall not transfer your account to any other person or entity.

4.3 The User hereby acknowledges, consents and agrees that the Company may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce these Terms of Service; (iii) respond to claims that any Content violates the rights of third parties; or (iv) protect the rights, property or personal safety of the Company, its Users and the public.

5.0 Use of the Services

5.1 Coupon Users: Coupon Users shall register an account with the Company on the Website, activate it and select at least one (1) and up to a maximum number of Charities as determined by the Company from time to time they would like to support. After the account is activated, Coupon Users can browse Merchants’ Coupons on the Website. Coupon Users can then download the Coupons from the Website, and redeem such Coupons at the Merchant’s physical store or online store. The use of the Coupons will be recorded by the Merchant, who will later supply such details to the Company, which may include the identity of the Coupon User.

5.2 If Coupon Users redeems Coupons at the Merchant’s physical store, they agree to open the mobile application from the Website and scan the Merchant’s Quick Response Code (“QR Code”) so the Company can receive a record of the use of such Coupons. 

5.3 If Coupon Users redeem Coupons at the Merchant’s online store, they are required to obtain the redemption codes which correspond to such Coupons from the Website before redeeming those Coupons. Coupon Users agree to input such redemption codes at the Merchant’s online store at the time of redemption.  After having used the Coupons, the Coupon users agree to confirm on the Website that they have used such Coupons. 

5.4 Merchants: Merchants shall register an account with the Company on the Website, activate it, and then set up a Campaign. Merchants shall then either authorise the Company to create Coupons on their behalf, or create their own Coupons on the Website, in relation to their Campaigns. Any Merchant can set up a Campaign or create Coupons on the Website without the Company’s prior approval. Once a Coupon User uses a Coupon to purchase goods or services from a Merchant, that Merchant must provide the Company with all data requested by the Company in respect of the redeemed Coupons, including the identity of the Coupon User.

Once a Campaign has begun, the Company will use its reasonable endeavors to provide the Merchants with an online dashboard that shows the number of downloads and redemptions in relation to a Campaign.  

Before the commencement of a Campaign, the Merchant must choose a method made available on the Website to calculate the Service Fee at a price determined by the Merchant (“Payment Setting”).  Methods which may be made available on the Website include payment by (i) the number of days the Campaign is made available on the Website; (ii) the number of downloads by Coupon Users and (iii) the number of redemptions by Coupon Users.  

After the Merchant has chosen the Payment Setting, the Merchant can change the Payment Setting on dashboard prior to the end of the Campaign (but not after the end of the Campaign).

5.5 After the expiry of a Campaign, the Merchant must inform the Company whether they are willing to pay the Service Fee as calculated by the Payment Setting.  If the Merchant chooses to pay the Service Fee, the Company will issue an invoice to the Merchant for the Service Fee payable to the Company. The Merchant agrees to pay the invoiced Service Fee upon the terms contained in the invoice.  50% of the Service Fee received by the Company will be donated to Charities selected by the Coupon Users. The balance of the Service Fee will be remitted to the Company, or an entity chosen by the Company, as consideration for the provision of Services to the Merchant. Please refer to section 6 below for further information on “Fees & Payments”.

5.6 Charities: Charities shall register an account with the Company and submit relevant proof that the Charity is properly registered to the Company for approval. Once approved, they will appear on the Website. Charities must set up a “mission” with a fundraising goal in order to appear on the list for Users to select. Charities will receive donations from the Company at specified intervals after funds have been received from Merchants. The Company may withhold donations at its sole discretion for any length of time if it suspects a User is in breach of these Terms of Service. Upon completion of a “mission”, the Charities agree to upload a report on the Website, in a form determined by the Company, which may be published on the Website.

5.7 Nothing in these Terms of Service establishes any type of contractual arrangement or relationship between the Company and the Coupon User or the Company and the Charities. All Users agree that any dispute in relation to the use of Coupons shall involve the Coupon User and the relevant Merchant and all Users agree they shall not join the Company as a party in any dispute in relation to the use of Coupons between the Coupon User and the relevant Merchant.
5.8 User Terms and Conditions?
By registering an account with the Company, the User agrees to be bound by the Terms of Service, including the following terms and conditions:
You agree to only provide true and accurate information; 
You agree to our Privacy Policy; 
You agree the Company shall not be liable in the event that Content is false, misleading or inaccurate in any way;
You agree that the Company has the right to use all submitted Content for any promotional campaigns of the Company or its affiliates;
You agree the Company cannot and will not be liable for any loss and damage arising from your failure to comply with these Terms of Services or as a result of the use of the Services. The Company shall under no circumstances be involved in disputes between any Users, or between Users and any third party arising in connection with the use of the Services. This includes, but is not limited to, the delivery of goods and services, the terms or conditions of use of the Coupons and any other terms, conditions, warranties, or representations on the Website. The Company does not endorse any User or User generated Content. You release the Company, its officers, employees, agents, and successors in rights from claims, damages, and demands of every kind, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and the Services;?
You warrant that all Content you submit to the Company is true and not misleading. In the event that such Content is false, misleading or inaccurate in any way, you shall indemnify the Company for any action, claim or loss to the Company, its officers, employees, agents, and successors in rights that arise as a result of their provision of false, misleading or accurate information; and
You agree the Company does not guarantee the identity of any Users with whom you interact while using the Services.

5.9 Additional Merchant Terms and Conditions
By registering an account with the Company, the Merchant agrees to be bound by the entire Terms of Service, including the following terms and conditions:

the Merchant agrees to provide all reports requested by the Company in relation to Coupon redemption at such times, and in such form, determined by the Company;
the Merchant warrants that all information in such reports are true and accurate;
the Merchant agrees to pay the Service Fees invoiced by the Company within 30 days of the date of invoice in such manner determined by the Company; and 
the Merchant agrees that once it has settled an invoice, it will not request, nor receive, a refund of any kind in relation to the invoiced amount.  

6.0 Fees & Payments

6.1 Signing up with the Company is free. However, Merchants may choose to pay the Company after the end of a Campaign invoices in accordance with section 5.5 above.

6.2 Merchants are responsible for all taxes and other fees (if any) associated with the Service Fees.

6.3 Service Fees, taxes and other fees payable are collected through Paypal. The Company reserves the right to change this provider at any time.  The Company is not responsible for the conduct of Paypal or any other third party payment provider.

7.0 Anti Money Laundering and Counter Terrorist Financing Statement

7.1 The Company is committed to full compliance with all applicable laws and regulations regarding anti-money laundering (“AML”). The Company’s policy includes but is not limited to the prevention of any involvement in money laundering, fraud, and other financial crimes, including but not limited to terrorist financing.

7.2 The Company and its third party payment partner, Paypal, have robust policies and procedures to detect, prevent, and report suspicious activity. To ensure that AML laws and regulations are complied with, Merchants warrant that their payment of fees for the Services do not come from illegal or suspicious sources. The Company reserves the right to provide investigative authorities with information relating to such contribution when it suspects that the funds come from illegal or suspicious sources or upon request by such regulatory authorities.

8.0 Third-Party Site

8.1 The Website may contain links to other websites or resources on the Internet, and other websites or resources may contain links to the Website. When you access third-party websites, you do so at your own risk. Third-party websites are not under the Company's control, and you acknowledge that the Company is not liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of those other websites or resources. The inclusion on another website of any link to the Website does not imply endorsement by or affiliation with the Company. You further acknowledge and agree that the Company shall not be liable for any damage related to the use of any content, goods, or services available through any third-party website or resource.

9.0 Content & License

9.1 You agree the Website contains Content provided by the Company, its partners and Users and that the Content may be protected by copyrights, trademarks, service marks, patents, trade secrets, or other rights and laws. Users shall abide by and maintain all copyright and other legal notices, information, and restrictions contained in any Content accessed through the Services.

9.2 The Company grants to each User of the Services a worldwide, non-exclusive, non-sub-licensable and non-transferable license to use and reproduce the Content, and save as to Merchants, solely for personal, non-commercial use. Only Merchants are allowed to use the Website for their commercial use.  Use, reproduction, modification, distribution, or storage of any Content for other than personal, non-commercial use is prohibited without prior written permission from the Company, or from the copyright holder. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third-party right. 

10.0 Intellectual Property

By submitting Content on the Website or otherwise through the Services, you agree to the following terms:

The Company will not have any ownership rights over your submitted Content. However, the Company needs the following license to perform and market the Services on your behalf and on behalf of its other Users and itself. You grant to the Company the worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sub-licensable, transferable right to (and to allow others acting on its behalf to) (i) use, edit, modify, prepare derivative works of, reproduce, host, display, stream, transmit, playback, transcode, copy, feature, market, sell, distribute, and otherwise fully exploit your submitted Contents and your trademarks, service marks, slogans, logos, and similar proprietary rights (collectively, the "Trademarks") in connection with (a) the Services, (b) the Company’s (and its successors' and assigns’) businesses, (c) promoting, marketing, and redistributing part or all of the Website (and derivative works thereof) or the Services in any media formats and through any media channels (including, without limitation, third-party websites); (ii) take whatever other action is required to perform and market the Services; (iii) allow its Users to stream, transmit, playback, download, display, feature, distribute, collect, and otherwise use the submitted Contents and Trademarks in connection with the Services; and (iv) use and publish, and permit others to use and publish, the submitted Contents, Trademarks, names, likenesses, and materials owned by or licensed to you and the members of your group, in connection with the provision or marketing of the Services. The foregoing license granted to the Company does not affect your other ownership or license rights in your submitted Contents, including the right to grant additional licenses to your submitted Contents.
You are publishing your submitted Content, and you may be identified publicly by your name or User ID in association with your submitted Content.?

You grant to each User a non-exclusive license to access your submitted Content through the Services, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such submitted Content solely for personal, non-commercial use.

You further agree that your submitted Content will not contain third-party copyrighted material, or material that is subject to other third-party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant the Company all of the license rights granted herein.
You will pay all royalties and other amounts owed to any person or entity based on your submission of Content to the Services or the Company’s publishing or hosting of the submitted Content as contemplated by these Terms of Service.
The use or other exploitation of submitted Content by the Company and Users as contemplated by these Terms of Service will not infringe or violate the rights of any third party, including without limitation any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.

The Company shall have the right to delete, edit, modify, reformat, excerpt, or translate any of your submitted Content.
All information publicly posted or privately transmitted through the Website is the sole responsibility of the person from which that content originated.
The Company will not be liable for any errors or omissions in any Content.

The Company has adopted a policy of, in appropriate circumstances, terminating Users’ accounts that are repeat infringers of the intellectual property rights of others. The Company may also terminate User accounts based on a single infringement.

If you believe any Content hosted by the Website constitutes intellectual property right infringement, you agree to submit a report to the Company by emailing us at [email address]. Your report should include the following information:

In the case of a report of intellectual property right infringement: 
a link to the Content;
the particulars of the infringement of your intellectual property rights;
any evidence of such infringement;
an electronic or physical signature of the person authorised to act on behalf of the owner of the intellectual property rights;
a declaration that you are the intellectual property right owner (or are authorised to act on their behalf) and believe or have reasonable grounds to believe, in good faith, that the Content is not authorised; and
your name, address, contact number, and email address.

If you believe that your submitted Contents has been removed or disabled by mistake or misidentification, please notify the Company in writing by emailing us at [email address]. Your counter-notice must contain the following information:
a physical or electronic signature of the User of the Services;
identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
any evidence which supports the assertion that the Content has been removed or disabled by mistake or misidentification;
a declaration that you believe in good faith that the material was removed or disabled as a result of mistake or misidentification of the material; and
your name, address, contact number, and email address.

If you fail to comply with these notice requirements, your notification or counter-notification shall be invalid.

11.0 Termination

The Company may terminate your access to the Services, without cause or notice, which may result in the forfeiture and destruction of all information associated with your account. If you wish to terminate your account, you may do so by sending a request by email to hello@goooood.co. Any fees paid to the Company are non-refundable. All provisions of these Terms of Service that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

12.0 Warranty Disclaimer

You agree that:

The Company has no special relationship with or fiduciary duty to you. You acknowledge that the Company has no duty to take any action regarding any of the following: which Users gain access to the Website; what Content Users access through the Website; what effects the Content may have on Users; how Users may interpret or use the Content; or what actions Users may take as a result of having been exposed to the Content. The Company cannot guarantee the authenticity of any Contents that Users provide. You release the Company from all liability for your having acquired or not acquired Content through the Website. 

The Website may contain, or direct you to websites containing information that some people may find offensive, inappropriate or otherwise objectionable. The Company makes no representations concerning Content on the Website, and the Company is not liable for the accuracy, compliance with intellectual property rights, legality, integrity, quality or decency of material contained on the Services. The Company is also not liable for any loss and damage of any kind incurred as a result of the use of any Content available on the Services.

The Company does not guarantee that any Content will be made available through the Services. The Company has no obligation to monitor the Services or Content. The Company reserves the right to, at any time, for any reason, and without notice: (i) remove, edit, or modify any Content, including, but not limited to, any submitted Content; and (ii) remove or block any User or submitted Content. The Company reserves the right not to comment on the reasons for any of these actions.

The Services are provided “as is” and “as available” and the Company, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of title, non-infringement, merchantability, and fitness for a particular purpose, and any warranties implied by any course of performance or usage of trade, all of which are expressly disclaimed. 

The Company, its affiliates, and each of its and its affiliates’ employees, contractors, directors, suppliers, partners and representatives do not warrant that: (a) the Services will be secure, uninterrupted, error-free or available at any particular time or location; (b) any defects or errors will be corrected; (c) any content or software available at or through the Services is free of viruses or other harmful components; (d) the results that may be obtained from the use of the Services will be accurate or reliable; (e) the quality of any products, services, information or other material purchased, downloaded, redeemed or otherwise obtained by you through the Website will meet your expectations; or (f) the results of using the Services will meet your requirements. Your use of the Services is solely at your own risk. Some countries do not allow limitations on how long an implied warranty lasts, so the above limitations may not apply to you.

The Company makes no guarantee of confidentiality or privacy of any communication or information transmitted on the Website or any website linked to the Website. The Company will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on the Company’s equipment, transmitted over networks accessed by the Website, or otherwise connected with your use of the Service.

13.0 Indemnification

You shall defend, indemnify, and hold harmless the Company, its affiliates, and each of its and its affiliates’ employees, contractors, directors, suppliers, partners, and representatives from all liabilities, claims, and expenses, including reasonable legal costs, that arise from or relate to:

your use or misuse of, or access to, the Services and Content, or otherwise from your submitted Contents; 
dealings with other Users of the Website; 
violation of these Terms of Service; or 
infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. 

The Company reserves the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with the Company in asserting any available defences.

14.0 Limitation of Liability

You agree that in no event shall the Company, its affiliates, and each of its and its affiliates’ employees, contractors, directors, suppliers, partners and representatives be liable to you with respect to the Services, including but not limited to the following situations:
for any lost profits, data loss, cost of procurement of substitute goods or services, or special, indirect, incidental, punitive, or consequential damages of any kind whatsoever, substitute goods or services (however arising); 
for any bugs, viruses, Trojan horses, or the like (regardless of the source of origination); 
for any damages as a result of false or inaccurate Content submitted by any Users;
for any damages as a result of other circumstances, whether they be foreseeable or not.

15.0 International Access To Services

Accessing the Services is prohibited from territories where the Contents are regarded as illegal. These Terms of Service do not constitute an offer on the part of the Company to provide any of the Services to any persons or Users in any country where local laws in such country do not permit the use of such Services. If and when Users access the Services outside Hong Kong, Users shall be responsible to comply with local laws . 

16.0 Electronic Delivery, Notice Policy and Your Consent

By using the Services, you consent to receive from the Company all communications including notices, agreements, legally required disclosures, or other information in connection with the Services (collectively, "Contract Notices") electronically. The Company may provide the electronic Contract Notices by posting them on the Website. If you desire to withdraw your consent to receive Contract Notices electronically, you must discontinue your use of the Services. 

17.0 Governing Law

These Terms of Service (and any further rules, policies, or guidelines incorporated by reference) shall be governed by and construed in accordance with the Hong Kong law. You agree that the Website (and the Services provided through it) is deemed a passive website that does not give rise to personal jurisdiction over the Company or its parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders, either specific or general, in any jurisdiction other than Hong Kong. You agree that any action arising out of or relating to these terms, or your use or non-use of the Services, shall be brought exclusively in the Hong Kong Courts and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of pursuing any such action.

18.0 Integration and Severability

These Terms of Service and other referenced materials are the entire agreement between you and the Company with respect to the Services, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and the Company with respect to the Services and govern the future relationship. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. 

19.0 Miscellaneous

The Company shall not be liable for any failure to perform its obligations hereunder where the failure results from any cause beyond the Company’s reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation. These Terms of Service are personal to you, and are not assignable, transferable, or sub-licensable by you except with the Company's prior written consent. The Company may assign, transfer, or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Service and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under these Terms of Service, the prevailing party will be entitled to recover legal costs. All notices under these Terms of Service will be in writing and will be deemed to have been duly served when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognised overnight delivery service.