Creator Terms of Services
Effective date: 3rd September 2025
Last Updated date: 3rd September 2025
Welcome to YouWare. Please read on to learn the rules and restrictions that applies if you choose to become one of our creators ("Creator") and upload certain AI-based bots, agents, instances or applications (together, "Applications", which should include all information, materials and other content that is added, created, uploaded, submitted, distributed, or posted to our Services) that can be shared via YouWare's online communities and can be used by YouWare's users ("Services"). These Creator Terms of Services (these "Terms") only govern your use of our Creator Services. Your use of our other products or services or their associated websites, applications, and other materials are subject to other terms applicable to them. If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at:
Email: [email protected]
These Terms are a binding contract between you and YouWare, Inc. and its affiliates and subsidiaries (collectively "YouWare," "we," or "us"). Your use of the Services in any way means that you agree to all these Terms, and these Terms will remain in effect while you use the Services. These Terms include the provisions in this document as well as those in the Privacy Policy, Copyright Dispute Policy (if applicable), and any other relevant policies.
Your use of or participation in certain Services may also be subject to additional policies, rules, and/or conditions ("Additional Terms"), which are incorporated herein by reference, and you understand and agree that by using or participating in any such Services, you agree to also comply with these Additional Terms.
Please read these Terms carefully. They cover important information about Services provided to you, any charges, taxes, and fees, future changes to these Terms, limitations of liability, a class-action waiver, and resolution of disputes by arbitration instead of in court. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.
ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
Will these Terms ever change?
We are constantly trying to improve our Services, so these Terms may need to change along with our Services. We reserve the right to change the Terms at any time, but if we do, we will notify you by means as convenient for you.
If you don't agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.
Except for changes 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.
What about my privacy?
YouWare takes the privacy of its users very seriously. YouWare Privacy Policy details how we collect, use, share, and protect your personal data, including data related to your account, device, and interactions with the Services.
Children's online privacy protection
The Children's Online Privacy Protection Act ("COPPA") requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under thirteen (13).
Our Services are not directed to children under 16. Also, we do not knowingly collect or solicit personally identifiable information from children under sixteen (16). Specifically, we do not collect any personal information as defined by COPPA from the YouWare application when a user only uses such application without registering an account with the YouWare Services, and we do not allow users who identify themselves as under the age of 16 to register for an account with the YouWare Services. If you are a child under sixteen (16), please do not attempt to register for an account with the Services or otherwise send any personal information about yourself to us. If we learn we have collected personal information from a child under sixteen (16), we will delete that information as quickly as possible. If you believe that a child under sixteen (16) may have provided us with personal information, please contact us at [email protected].
We are committed to providing a safe and secure platform for all users, including ensuring the protection of children from harmful content. You agree that you will not use these Services to create, share, distribute, or access any content that is unlawful, abusive, or harmful to children, including but not limited to child pornography, explicit depictions of minors, or any other content that violates child protection laws. If we become aware of any content that violates this policy, including the existence of child pornography or similar harmful material, we will take immediate action, including but not limited to reporting such content to appropriate authorities, removing the material from our Services, and suspending or terminating user accounts involved in such violations. You further agree to cooperate with us and law enforcement agencies in any investigations related to child exploitation, abuse, or the distribution of illegal content. Any attempt to exploit or harm minors in any way will result in immediate termination of access to the service and legal action, where appropriate. We maintain a zero-tolerance policy for any form of child exploitation or abuse, and we are dedicated to ensuring that our Services remain safe for all users.
Your account
To use all or part of our Services, you may be required to sign up for an account, select a password, and provide us with certain information or data, such as your email or a valid third-party account (e.g., Google account). You promise to provide us with accurate, complete, and updated registration information about yourself. You may not enter contact information that you do not have the right to use, or another person's contact information with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.
You should not share your YouWare User ID, account, or password with anyone, and you must protect the security of your YouWare User ID, account, password, and any other access tools or credentials. You're responsible for any activity associated with your YouWare User ID and account.
You represent and warrant that you are an individual of legal age to form a binding contract (or if not, you've received your parent's or guardian's permission to use the Services and have gotten your parent or guardian to agree to these Terms on your behalf). As noted above, if you're under the age of 16, you may not use the Services. You will only use the Services for your own internal, personal, non-commercial use (except as permitted under our creator incentive plans), and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you aren't authorized to use the Services. We can't and won't be responsible for your using the Services in a way that breaks the law.
Subscribing entities
If you are using the Services or opening an account on the Services on behalf of a company, entity or organization (each a "Subscribing Entity"), then you represent and warrant that: (a) you are an authorized representative of that Subscribing Entity with the authority to bind the Subscribing Entity to these Terms, regardless of whether you remain an authorized representative of that Subscribing Entity, (b) the Subscribing Entity agrees to be bound by these Terms, and (c) you agree to be bound by these Terms on behalf of such Subscribing Entity.
You may delegate your authority to use and access YouWare for Creators to additional users within your Subscribing Entity (each, a "Delegate") and in the event that you and/or any of your Delegates access the Service, you acknowledge and agree that these Terms should govern such use of the Service. You represent, warrant and covenant to us that each of your Delegates is authorized to use the Service, and sub-delegate their authority to additional users, for and on behalf of the Subscribing Entity. If you delegate such authority to any one or more Delegates, you expressly agree on behalf of the Subscribing Entity that (a) all such Delegates will comply with these Terms, (b) the Subscribing Entity shall be fully liable for your and each Delegate's violation of these Terms, and (c) the Subscribing Entity will be responsible for the acts or omissions of your Delegates for purposes of these Terms.
In accordance these Terms, you, your Delegates or your Subscribing Entity may post Applications to the Service.
Your rights to the Services
Subject to these Terms, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Services. Use, reproduction, modification, distribution, or storage of any Content for any purpose other than using the Services is expressly prohibited without prior written permission from us. You understand that YouWare owns the Services. You won't modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services. The Services may allow you to copy or download certain Content, but please remember that even where these functionalities exist, all the restrictions in this section still apply.
Creator incentive plan
Founding creator
To participate in the YouWare's Creator Incentive Plan and receive the relevant benefits, you must first apply to become a "Founding Creator." YouWare reserves the right to review and approve applications for Founding Creators based on factors such as content quality, originality, user engagement, and adherence to platform policies. The decision to accept or reject an application shall be made at the sole discretion of us. Once accepted as a Founding Creator, you agree to comply with all applicable rules, obligations, and policies issued by YouWare in connection with content creation, publication, and promotion.
Incentive plan
Creator Incentive Plan ("Plan") means any and all programs through which you are eligible to receive earnings, bonus, credits, or other incentive offered by us for taking specified actions with respect to your Applications and/or achieving the relevant performance targets. Founding Creators may upload Applications on our online communities and users may purchase, use, share or share promotion links to such Applications. Monetized incentive will be provided to Founding Creators calculated based on key indicators including but not limited to payments made to such Applications by users and number of new users attracted. Amount of monetized incentive earned by the Founding Creators will be displayed in the "Wallet". Calculation of the amount of monetized incentive is at the sole discretion of YouWare, and YouWare reserves the right to change the calculation methods, increase or decrease the amount of monetized incentive, or cease to provide any such monetized incentive.
Withdrawal
You may request to withdraw the balance in your monetized incentive "Wallet" if the balance reaches the minimum withdrawal threshold as ascertained by YouWare from time to time which can be altered at the sole discretion of YouWare. We will review and process all eligible requests on a monthly basis. You should take sole responsibility in ensuring that the withdraw account you provided is correct, and we will not make repayments or assume any responsibility for your error in providing the withdraw account.
Fees and taxes
To improve our services to you, the amount of monetized incentive you earned may be subject to certain fees retained by YouWare as presented to you from time to time, including without limitation, transaction fees incurred in connection with your withdrawal of monetized incentive. YouWare will disclose to you the amount retained, and will notify you in advance about any changes.
Unless stated otherwise, the amounts to be paid under this Agreement are exclusive of VAT, GST, HST, sales taxes or other similar taxes, duties, charges or assessments ("Indirect taxes"). Indirect taxes will be added on top of agreed amounts as per local legislation. Each party shall be solely responsible for payment of all Indirect taxes it is legally obliged to pay arising as a result of this Agreement or otherwise. Further, each party shall be solely responsible for collection and remittance of all Indirect taxes it is legally obliged to collect and remit. Each party shall be solely responsible for payment of any tax assessed on its income. The Parties acknowledge that as of the Effective Date and to the best of their knowledge, there is no withholding tax applicable to payments due under this Agreement. In case the local law and /or changing in the law requires the application of withholding tax, both parties will work together to mitigate it. The parties further acknowledge that they will collect all relevant documentation needed in the event of a tax audit.
You should bear sole responsibility for reporting, declaring, and paying any taxes arising from any amount paid or incentive granted by YouWare. YouWare does not act as an employer, agent, or trustee for you, and thus is under no obligation to withhold, file, or remit any taxes on behalf of you.
Suspension
Without limiting anything in these Terms or YouWare's other remedies: (a) if YouWare reasonably suspects you are misusing our Services in any way, or you otherwise fail to comply with these Term, YouWare may limit, suspend, or terminate your Account(s) and/or access to the monetized incentive, delay or remove hosted content, remove any special status associated with your Account(s), remove, not display, and/or demote listings, reduce or eliminate any discounts, withhold or prevent cashout of any funds, and take technical and/or legal steps to prevent you from using the Services; and (b) if you become ineligible for the Plans, YouWare may suspend or terminate your access to the Plans and your monetized incentive.
Refunds
YouWare reserves the right to refund subscription fees paid by users, and/or payments paid by advertisers for your Applications, including in the event of: (a) pending, anticipated or excessive disputes, chargebacks, refunds or reversals, (b) suspected or actual fraudulent, illegal or other malicious activity, or (c) where required by law or court order, in which case you shall reimburse YouWare for such refund payments. Without limiting anything in the Terms or YouWare's other remedies, to the extent that you fail to reimburse such payments to YouWare, you hereby agree that YouWare may offset such refund payments to users or advertisers against subsequent payments required to be made to you by users or YouWare.
Unacceptable activities
You represent, warrant, and agree that you will not contribute any Applications or otherwise use the Services or interact with the Services in a manner that:
a. Infringes or violates the intellectual property rights or any other rights of anyone else (including YouWare). This includes copyrights, trademarks, patents, trade secrets, and privacy rights.
b. Violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws, or uses the Services for any purpose not reasonably intended by YouWare.
c. Is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise
d. Jeopardizes the security of your YouWare User ID, account, or anyone else's (such as allowing someone else to log in to the Services as you).
e. Attempts, in any manner, to obtain the password, account, or other security information from any other user.
f. Violates the security of any computer network, or cracks any passwords or security encryption codes.
g. Runs Maillist, Listserv, any form of auto-responder or "spam" on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services' infrastructure).
h. "Crawls," "scrapes," or "spiders" any page, data, or portion of or relating to the Services or Content (through use of manual or automated means).
i. Copies or stores any significant portion of the Content without proper authorization.
j. Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.
A violation of any of the foregoing is grounds for termination of your right to use or access the Services.
User contents and intellectual property rights
You are solely responsible for all Applications you provide through the Services.
The following content standards (the "Content Standards") apply to any and all Applications and use of the Services. Applications must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, you agree that you will not post, upload, share, store, or otherwise provide through the Services any Application that:
a) Contain any material that is obscene, indecent, abusive, offensive, lewd, lascivious, filthy, violent, material that is obscene, indecent, abusive, offensive, lewd, lascivious, filthy, violent, harassing, inflammatory, or otherwise objectionable.
b) Infringe any third-party's copyrights or other rights (e.g., trademark, privacy rights, etc.).
c) Contain sexually explicit content or pornography.
d) Contain hateful, defamatory, or discriminatory content or incite hatred against any individual or group.
e) Exploit minors.
f) Depict unlawful acts or extreme violence.
g) Depict animal cruelty or extreme violence towards animals.
h) Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Service and Privacy Policy.
i) Promote fraudulent schemes, multi-level marketing (MLM) schemes, get rich quick schemes, online gaming and gambling, cash gifting, work from home businesses, or any other dubious money-making ventures.
j) Be likely to deceive any person.
k) Promote any illegal activity, or advocate, promote, or assist any unlawful act.
l) Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
m) Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
n) Violate any law.
You promise that, with respect to any Applications you upload to the Services, (1) you own or have the right to upload such Applications; (2) such Applications, or its use by YouWare or other users of YouWare pursuant to the license granted below, does not: (i) violate these Terms, applicable law, or the intellectual property or other rights of any third party; or (ii) imply any affiliation with or endorsement of you or your Applications by YouWare or other individual or entity, without the prior express written consent from YouWare or such individual or entity; (3) you have and shall have acquired, retained and properly administered any third-party rights, licenses, authorizations, consents, permissions and approvals relating to the Applications you post to the Services; (4) you shall be solely responsible for complying with the terms and conditions set forth in each of the third-party licenses, authorizations, consents, permissions and approvals referenced above, and you shall be solely responsible for making any and all payments of royalties, fees and any other monies (however characterized) to any and all third parties as and when required under such third-party licenses, authorizations, consents, permissions and approvals; and (5) no royalties, fees or other monies (however characterized) are or will be payable by or on behalf of YouWare to or on behalf of any third party in connection with, or arising out of, the Applications you upload to the Services, or the exercise by Applications of its rights under these Terms.
You retain ownership of your Applications when you post them to the Services. However, in order for us to host and/or make your Applications available in our online communities and/or third-party platforms as applicable, and to provide our users with certain features and functions, we do need a license from you to the relevant Applications. Accordingly, by submitting Applications to the Services, you hereby grant YouWare a non-exclusive, transferable, sub-licensable, royalty-free, fully paid, worldwide license to reproduce, make available, communicate to the public, perform and display, translate, modify, create derivative works from (including the right to transcribe, e.g. for the purpose of optimizing search functionalities, improving personalization, simplifying content review and/or displaying in our online communities, but not including exploitation of customary ancillary rights, e.g. merchandise, live events, etc.), and otherwise use, the Applications in connection with the operation of the Services, the promotion, advertising or marketing of the Services, and the operation of our (and its successors' and affiliates') business. We should be entitled to use the User Applications in conjunction with all of the tiers, features and functionalities, websites and user interfaces, as well as all content and software applications associated with our services. This license is granted for the maximum duration afforded under the underlying intellectual property rights. Where required by mandatory law, this license shall be terminated when you terminate your Account or we terminate your access to the Services.
For the avoidance of doubt, such license includes any and all rights in or to the Applications, including, without limitation, copyright, rights of privacy or rights of publicity. Where applicable and permitted under applicable law, you also agree to waive and not enforce any "moral rights" or rights, such as your right to be identified as the author of your Applications, including feedback, and your right to object to derogatory treatment of such Applications. To the extent permissible under applicable law, if such moral rights are not waivable, then you at least agree not to sue us for failure to identify you as the author of any Applications or for any use of your Applications on or in connection with the Services.
You also agree that, if you create your Applications with one or more collaborators, you will ensure that each such collaborator either (a) has an Account and has agreed to these Terms or (b) has granted to you all of the rights that you need in order for you to grant the licenses that you grant to us herein in such Applications.
Export control and sanctions
Our products may be subject to export control and economic sanctions laws of the United States, the European Union and the United Kingdom including but not limited to the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control, and the International Traffic in Arms Regulations maintained by the Department of State, Regulation 2021/821 as amended (EU Dual-Use Regulation), the UK Export Control Act 2002, and the UK Export Control Order 2008,e (collectively, "Trade Control Laws"). You represent and warrant that you are (1) not located in, organized under the laws of, ordinarily resident in, any country or territory subject to territorial sanctions (collectively "Sanctioned Countries"), nor you are owned or you acting on behalf of a government subject to asset-blocking sanctions or any person or entity organized, located or ordinarily resident in a Sanctioned Country; and (2) not a person identified on, or more than 50% owned or controlled, directly or indirectly, by or acting on behalf or at the direction of, any entity identified on US, EU, UK, or other applicable government restricted party lists, such as the Consolidated list of persons, groups and entities subject to Specifically Designated Nationals list maintained by the US government, EU financial sanctions, or the UK Consolidated List. You agree to comply with all applicable Trade Control Laws in your use of YouWare's products or services. Specifically, you agree not to - directly or indirectly - use, sell, export, reexport, transfer, divert, release, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from YouWare under these Terms to any destination, entity, or person or for any end-use prohibited by the Trade Control Laws. YouWare shall not be required to act in any way that is prohibited under applicable Trade Control Laws, and it shall be in the sole direction of YouWare to refrain from being directly or indirectly involved in the provision of products or services that may be prohibited under applicable Trade Control Laws.
Who is responsible for what I see and do on the Services?
Any information or content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such content originated, and you access all such information and content at your own risk, and we aren't liable for any errors or omissions in that information or content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the content or what actions you may take as a result of having been exposed to the content, and you hereby release us from all liability for you having acquired or not acquired content through the Services. We can't guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.
You are responsible for all Applications you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it.
The Services may contain links or connections to third-party websites or services that are not owned or controlled by YouWare. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that YouWare is not responsible for such risks.
YouWare has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. In addition, YouWare will not and cannot monitor, verify, censor, or edit the content of any third-party site or service. We encourage you to be aware when you leave the Services and to read the terms and conditions and Privacy Policy of each third-party website or service that you visit or utilize. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.
Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that YouWare shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
If there is a dispute between participants on this site or Services, or between users and any third party, you agree that YouWare is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release YouWare, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. You shall and hereby do waive any similar law of any jurisdiction, which says in substance: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."
Will YouWare ever change the Services?
We're always trying to improve our Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We'll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn't always practical. We reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.
What else do I need to know?
Warranty Disclaimer
YouWare and its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (YouWare and all such parties together, the "YouWare Parties") make no representations or warranties concerning the Services, including without limitation regarding any Content contained in or accessed through the Services, and the YouWare Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services or any claims, actions, suits procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to your participation in, the Services. The YouWare Parties make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through or in connection with the Services. THE SERVICES AND CONTENT ARE PROVIDED BY YOUWARE (AND ITS LICENSORS AND SUPPLIERS) ON AN "AS-IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE YOUWARE PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO YOUWARE IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
Indemnity
You agree to indemnify and hold the YouWare Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys' fees) arising from or in any way related to any claims relating to (a) your use of the Services (including any actions taken by a third party using your account), (b) your violation of these Terms, and (c) your failure to fulfill any tax obligations or provide accurate tax information as required in the payment-related sections. In the event of such a claim, suit, or action ("Claim"), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
Independent relationship
You acknowledge and agree that you are separate and independent of YouWare. These Terms are not to be construed as creating an employment, partnership, joint venture, fiduciary, or other similar relationship.
Assignment
You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without YouWare's prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
Choice of Law
These Terms are governed by and will be construed under the laws of the Hong Kong Special Administrative Region, laws and regulations , without regard to the conflicts of laws provisions thereof.
Any dispute, controversy, difference or claim arising out of or in connection with these terms (including disputes relating to the existence, validity, interpretation, performance, breach or termination of these terms or any dispute relating to non-contractual obligations arising out of or in connection with these terms) shall be referred to HKIAC for final resolution by arbitration in accordance with the HKIAC Arbitration Rules in force at the time the Notice of Arbitration is submitted. The law applicable to this arbitration clause shall be the law of Hong Kong. The place of arbitration shall be in Hong Kong. The arbitration will be conducted by a single arbitrator. Unless otherwise agreed by the parties to the arbitration, the arbitration will be conducted in English. The arbitral award rendered by the arbitrator shall be final and binding as to all parties involved.