Terms of Service
Your use of ThemeYouth Marketplace services is subject to the terms and conditions set forth in these ThemeYouth terms of service (the “Agreement”). This Agreement explains (i) what’s allowed when using our services; (ii) the rights you have as a user of our services; (iii) the rights ThemeYouth has if you do something which is not allowed when using our services; and (iv) many other important terms. This Agreement is a legal contract between you and ThemeYouth and it is important that you read it carefully. If there is anything you do not understand in this Agreement, please contact us
NOTICE: this Agreement includes an alternative dispute resolution provision for disputes that may arise between users of our Services and ThemeYouth or its corporate affiliates. Please see Section 17(b) below which includes an Arbitration Agreement and an agreement that all claims will be brought only in an individual capacity (and not as a class action or other representative proceeding). Please read it carefully. You may opt out of the Arbitration Agreement by following the opt out procedure described therein.
ThemeYouth as Reseller
ThemeYouth acts only as a reseller or licensor of the Seller Services (as defined below) and this section describes the rights granted to you in connection with your purchase of the Services (as defined below).
This section describes the support services that ThemeYouth and the Sellers (as defined below) will provide to you in connection with the Services.
Term and Termination Policy
Certain Services offered by ThemeYouth are for a fixed period of time that you select upon purchase (e.g. 1 month, 1 year, etc.). The instructions to cancel or disable automatic renewal for such Services can be found here.
If your purchase includes Subscription Services (as defined below), your Services will automatically renew on your renewal date. This section explains the renewal process in more detail.
All Users are required to cooperate fully with ThemeYouth in connection with the provision of the Services and utilize hardware and software that is compatible with the Services. In addition, you are responsible for the security of your account, including without limitation, the confidentiality of all account credentials, including your username and password its content.
Billing and Payment
ThemeYouth offers a variety of Services to suit everyone’s needs and at prices to suit everyone’s pockets. The fees you pay are based on the Services you purchase.
Governing Law and Arbitration
The governing law and jurisdiction provision as set forth in Section 17(a) shall apply to all Users. For Users who purchased or signed up for the Services on or after October 1, 2017, the arbitration clause in Section 17(b) shall also apply.
This Agreement is a contract between ThemeYouth Marketplace, Inc. (“ThemeYouth”) and you ("User"). This Agreement sets forth the general terms and conditions of your use of the products and services made available by ThemeYouth, including without limitation, the ThemeYouthMarketplace.com website (the “ThemeYouth Website”) and products and services provided by third-party sellers and sold by ThemeYouth (the “Seller Services” together with the ThemeYouth Website, the "Services"). By using the Services, you agree to be bound by this Agreement. Please read this Agreement carefully.
We may in our sole discretion change or modify this Agreement at any time. We will post a notice of any significant changes to this Agreement on the ThemeYouth Website for at least thirty (30) days after the changes are posted and will indicate at the bottom of this Agreement the date these terms were last revised. Any changes or modifications to this Agreement shall be effective and binding on you as of the date indicated in a notice posted on this page, together with any options you may have as a current customer to accept or reject changes, where required by law or otherwise made available. If no date is specified, your use of the Services after such changes or modifications shall constitute your acceptance of the Agreement as modified. If you do not agree to abide by this Agreement, you are not authorized to use or access the Services and your sole remedy is to cancel your account.
2. ThemeYouth as Reseller
ThemeYouth acts only as a reseller or licensor of the Seller Services. Third parties can upload, distribute, and sell products and services such as for the creation of themes and websites through the ThemeYouth Website (the “Sellers”). Sellers retain ownership of the Seller Services and grant ThemeYouth a license to resell the Seller Services to Users. Your purchase of and/or download of any Seller Services from the ThemeYouth Website does not grant you an ownership or other exclusive interest in any of the Seller Services. Your purchase of a Seller Service through ThemeYouth may be subject to additional terms for example, if you purchase a theme, the ThemeYouth license terms (the “ThemeYouth Theme License”) which can be viewed here shall also apply. Any such additional terms will be provided to you upon your purchase. By purchasing a Seller Service, you agree to comply with all additional terms that apply to the Seller Service. If you do not agree to abide by the additional terms, you are not authorized to use or access the Seller Services. If there is a conflict between any additional terms and the terms of this Agreement, the terms of this Agreement shall prevail.
3. Prohibited Persons (Countries, Regions, Entities, and Individuals).
The Services are subject to export control and economic sanctions laws and regulations administered or enforced by the United States Department of Commerce, Department of Treasury’s Office of Foreign Assets Control (“OFAC”), Department of State, and other United States authorities (collectively, “U.S. Trade Laws”). You may not use the Services to export or re-export, or permit the export or re-export, of software or technical data in violation of U.S. Trade Laws. In addition, by using the Services, you represent and warrant that you are not (a) an individual, organization or entity organized or located in a country or territory that is the target of OFAC sanctions (including Cuba, Iran, Syria, Sudan, North Korea, or the Crimea region of Ukraine); (b) designated as a Specially Designated National or Blocked Person by OFAC or otherwise owned, controlled, or acting on behalf of such a person; (c) otherwise a prohibited party under U.S. Trade Laws; or (d) engaged in nuclear, missile, chemical or biological weapons activities to which U.S. persons may not contribute without a U.S. Government license. The obligations under this section shall survive any termination or expiration of this Agreement or your use of the Services.
4. Support Services
a. ThemeYouth Support. ThemeYouth shall provide Users with basic email-based support with respect to issues involving the downloading of any product and other issues involving the ThemeYouth Website.
b. Seller Support. ThemeYouth is not responsible for any Seller’s failure to support any Service.
i. Included Support. Seller shall provide basic email-based support of the Service for the purpose of assisting with basic questions regarding the Service and its use, as well as access to any patches, bug fixes or new releases of a product for the purpose of correcting any errors or defects for no additional charge. You are entitled to such support for a single domain, for a period of one (1) year from the date of purchase.
ii. Additional Support. For an additional fee, you may purchase Five Domain Support or Developer Support (if available) in connection with a Service provided that you either own the applicable domains or are using the Services for the benefit of your own customers on such domains. Five Domain Support includes support with respect to the Services for up to five (5) domains for a period of one (1) year from the date of purchase. Developer Support includes support for an unlimited number of domains for a period of one (1) year from the date of purchase.
5. ThemeYouth Content
a. Except for User Content (as defined below), all content made available through the ThemeYouth Website, including images, designs, templates, text, graphics, images, video, information, software, audio and other files, and their selection and arrangement, and all software used to provide the Services (collectively "ThemeYouth Content"), are the property of ThemeYouth or its licensors. No ThemeYouth Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, sold or exploited for any purpose in any form or by any means, in whole or in part, other than as expressly permitted in this Agreement. You may not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from any ThemeYouth Content.
b. Any use of the ThemeYouth Content other than as specifically authorized herein is prohibited and will automatically terminate your rights with respect to your use of the Services. All rights of ThemeYouth or its licensors that are not expressly granted in this Agreement are reserved by ThemeYouth and its licensors.
6. User Content
a. If you post any feedback, questions, comments, or other content to any of the ThemeYouth support forums available in connection with the Services (the “ThemeYouth Support Forum”) or otherwise provide any content to ThemeYouth (collectively, “User Content”), you hereby grant to ThemeYouth and its affiliates a nonexclusive, royalty-free, worldwide, perpetual, irrevocable, license to: (i) use, reproduce, publicly perform, publicly display, modify, translate, excerpt (in whole or in part), publish and distribute User Content; and (ii) make archival or back-up copies of the User Content.
b. By posting or distributing User Content on or through the Services, you represent and warrant to ThemeYouth that (i) you have all necessary rights to post or distribute such User Content and (ii) your posting or distribution of such User Content does not infringe or violate the rights of any third party.
c. You will comply with all applicable laws, rules, and regulations in connection with the User Content and your use of the Services.
7. ThemeYouth Support Forum Rules
a. You are prohibited from:
i. Posting User Content that is copyrighted, protected by trade secret or otherwise subject to any third-party intellectual property rights or proprietary rights, including any privacy and publicity rights, unless you are the owner of such rights or have written permission from the rightful owner of such rights to post such content;
ii. Uploading, posting, or otherwise transmitting any User Content that is (a) unlawful, harmful, threatening, abusive, harassing, degrading, tortious, libelous, slanderous or otherwise defamatory, vulgar, obscene, pornographic, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable or harmful to minors, or (a) contains computer viruses or any other computer code, files, scripts, macros, or programs designed to alter, interrupt, destroy, or limit the operation of, or infiltrate any computer software, hardware, or computer systems or any data run through such computer system;
iii. Uploading, posting, emailing, or otherwise transmitting any unsolicited or unauthorized advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes,” or any other form of solicitation;
iv. Including links to external, services that compete with ThemeYouth, including without limitation, items for sale on your own website; and
v. Collecting or storing personal data about other users.
b. ThemeYouth does not exercise editorial or other control over User Content and does not guarantee the accuracy, integrity, or quality of such User Content. Under no circumstances will ThemeYouth be liable in any way for any User Content, including, but not limited to, liability for any errors or omissions in any User Content or for any loss or damage of any kind incurred as a result of the use of any User Content posted, emailed, or otherwise transmitted via the ThemeYouth Support Forum. You shall be solely liable for any damages resulting from any violation of this section, or any other harm resulting from your posting of User Content to the ThemeYouth Support Forum. You acknowledge that ThemeYouth may exercise its rights to delete any User Content you submit at any time and for any reason, without notice to you.
c. ThemeYouth does not pre-screen or review any User Content but reserves the right to refuse or delete any User Content that it finds inappropriate for any reason and without notice.
8. User Responsibilities
a. You will cooperate fully with ThemeYouth in connection with the provision of the Services. It is solely your responsibility to provide any equipment or software that may be necessary for you to use the Services. Delays in the performance of your obligations under this Agreement will extend the time for ThemeYouth’s performance of its obligations that depend on your performance.
b. You are responsible for the security of your User account. You will maintain at all times, and are responsible for, the security and confidentiality of all account credentials, including your username and password.
c. You are solely responsible for ensuring that the Services are compatible with your website or otherwise meet your needs and are compatible with the hardware and software used by ThemeYouth to provide the Services, which hardware and software may be changed by ThemeYouth from time to time in its sole discretion.
a. ThemeYouth is not responsible for the accuracy, legal compliance, quality, or fitness for any particular purpose of any Services made available through the ThemeYouth Website.
b. YOUR USE OF THE SERVICES AND THE ThemeYouth WEBSITE ARE ENTIRELY AT YOUR OWN RISK. THE SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND ThemeYouth AND ITS AFFILIATES DISCLAIM ALL WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, FOR THE SERVICES PROVIDED HEREUNDER. ThemeYouth ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE YOUR COMMUNICATIONS, PERSONALIZATION SETTINGS OR OTHER INFORMATION. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD, USE, OR FURTHER DISTRIBUTION OF ANY MATERIAL FROM THE ThemeYouth WEBSITE. ThemeYouth MAKES NO REPRESENTATION OR WARRANTIES (I) THAT YOUR ACCESS TO THE SERVICES WILL BE UNINTERRUPTED, TIMELY, ERROR-FREE, FREE OF VIRUSES, MALWARE OR OTHER HARMFUL CODE, OR COMPLETELY SECURE; (II) AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES; (III) THAT THE QUALITY OF ANY CONTENT, PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS; OR (IV) THAT ANY ERRORS IN THE SERVICES WILL BE CORRECTED. ThemeYouth DOES NOT GUARANTEE THAT USERS WILL BE ABLE TO USE THE SERVICES AT TIMES OR LOCATIONS OF THEIR CHOOSING. ThemeYouth DOES NOT WARRANT THAT THE SERVICES ARE COMPATIBLE WITH ANY THIRD PARTY SERVICE OR SOFTWARE, EVEN IF SUCH THIRD PARTY CLAIMS, REPRESENTS OR WARRANTS THAT SUCH SERVICE OR SOFTWARE IS COMPATIBLE WITH ANY SERVICE OR ThemeYouth IN PARTICULAR. THE TERMS OF THIS SECTION SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.
10. Limitation of Liability
a. ThemeYouth SHALL NOT BE LIABLE FOR NONPERFORMANCE OR DELAY IN PERFORMANCE CAUSED BY ANY REASON, WHETHER WITHIN OR OUTSIDE OF ITS CONTROL. IN NO EVENT WILL ThemeYouth BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING ANY THAT MAY RESULT FROM UNAUTHORIZED ACCESS TO OR MISUSE OF OUR SERVERS AND/OR ANY AND ALL CONTENT, PERSONAL INFORMATION, FINANCIAL INFORMATION, SENSITIVE INFORMATION OR OTHER INFORMATION OR DATA STORED THEREIN, OR INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SERVICES, INCLUDING FROM INTERRUPTION OF SERVICES, OR ANY USER CONTENT, EVEN IF ThemeYouth IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
b. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ThemeYouth'S LIABILITY TO YOU OR ANY PARTY CLAIMING THROUGH YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO (I) ONE THOUSAND DOLLARS ($1,000) IF YOU PURCHASED THE SERVICES BEFORE OCTOBER 1, 2017; AND (II) THE AMOUNT PAID, IF ANY, BY YOU TO ThemeYouth FOR THE SERVICES IN THE ONE (1) MONTH PRIOR TO THE INITIAL ACTION GIVING RISE TO LIABILITY IF YOU PURCHASED THE SERVICES ON OR AFTER OCTOBER 1, 2017. THIS IS AN AGGREGATE LIMIT. THE EXISTENCE OF MORE THAN ONE CLAIM HEREUNDER WILL NOT INCREASE THIS LIMIT.
c. CERTAIN JURISDICTIONS DO NOT ALLOW THE LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU.
You agree to indemnify, defend and hold harmless ThemeYouth and its affiliates and their respective officers, employees and agents (the “ThemeYouth Parties”) from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, but not limited to, reasonable attorneys’ fees) threatened, asserted, or filed by a third party against any of the ThemeYouth Parties arising out of or relating to (i) your use of the Services, (ii) any breach or violation by you of this Agreement; or (iii) any of your acts or omissions. The terms of this section shall survive any termination of this Agreement.
a. ThemeYouth has implemented measures designed to protect personal information in our custody and control. We maintain reasonable administrative, technical and physical safeguards in an effort to protect against unauthorized access, use, modification and disclosure of personal information in our custody and control. Unfortunately, no data transmission over the Internet or any wireless network can be guaranteed to be 100% secure. As a result, while we strive to protect your personally identifiable information, you acknowledge that: (a) there are security and privacy limitations of the Internet which are beyond our control; (b) the security, integrity and privacy of any and all information and data exchanged between you and us through this site cannot be guaranteed; (c) any such information and data may be viewed or tampered with in transit by a third party despite our best efforts; and (d) ThemeYouth shall have no liability in connection with any of the foregoing.
b. It is solely your responsibility to maintain and control your ThemeYouth account passwords, and you are solely responsible for all authorized and unauthorized activities that occur in connection with your account. You agree to notify ThemeYouth immediately of any unauthorized access to your account. ThemeYouth will not be liable for any loss or damages of any kind caused by your failure to comply with this section.
13. Third Party Websites
The Services may contain links to other websites that are not owned or controlled by ThemeYouth ("Third Party Sites"), as well as articles, photographs, text, graphics, pictures, designs, sound, video, information, and other content or items belonging to or originating from third parties ("Third Party Content"). Such Third Party Sites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through the Services or any Third Party Content posted on or made available through the Services, including the content, accuracy, opinions, reliability, security, privacy practices or other policies of the Third Party Sites or the Third Party Content. If you decide to access the Third Party Sites or to access or use any Third Party Content, you do so at your own risk and our terms and policies do not apply. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate.
14. Billing and Payment.
a. Fees Due. You will pay to ThemeYouth all fees for the Services set forth in the registration form presented to you at the time you order the Services and for all fees for subsequent Renewal Periods, if applicable, at the time of renewal.
b. Price Increases. ThemeYouth may increase the fees for the Services (i) in the manner permitted in the applicable description of the particular Services published by ThemeYouth on the ThemeYouth Website or in a promotional offer (collectively, the “Service Description”) and (ii) at any time on or after expiration of the Initial Term by providing thirty (30) days prior written notice to you. Written notice may be in the form of (i) notices and updates provided through the User billing tool provided as part of the Services, (ii) notices and updates otherwise provided through the Services, or (iii) notifications of pricing for renewal terms. It is your sole responsibility to periodically review billing-related information provided by ThemeYouth through the User billing tool or other methods of communications and notices sent or posted by ThemeYouth.
c. Taxes. The advertised fees do not include any applicable sales, use, revenue, excise or other taxes imposed by any taxing authority with respect to the Services provided hereunder. All such taxes may be added to ThemeYouth's invoices for the fees as separate charges to be paid by you. All fees are non-refundable when paid except as otherwise provided herein.
d. Automatic Renewals. By purchasing Services that are provided on a subscription basis as set forth in the Service Description (collectively, the “Subscription Services”), you agree to allow ThemeYouth to place your account on a recurring payment plan. The account will automatically be re-billed according to the term length of the Subscription Services you select. For Subscription Services with term lengths of three (3) months or longer, ThemeYouth shall provide notice of the upcoming charge to User no later than thirty (30) days prior to the payment date for each Renewal Period. This notification will be sent to the contact email address on file for the Account. Unless you disable the automatic renewal option, we will automatically renew the Subscription Services up to seven (7) days prior to your renewal date and will take payment from the payment method we have on file. ThemeYouth may make multiple attempts to collect payment from the payment method on file if the initial attempt is not successful.
e. Failure to Pay. If you fail to pay the fees due, we may continue to attempt to collect payment from the payment method on file, suspend, and/or terminate your Services and pursue the collection costs incurred by ThemeYouth, including without limitation, any legal fees and ThemeYouth's reasonable attorneys' fees. Accounts will not be activated or reactivated until all outstanding amounts are paid.
f. Fraud. It is a violation of this Agreement to misuse or fraudulently use credit cards, charge cards, electronic funds transfers, and/or electronic checks. We may report all such misuses and fraudulent uses (as determined by us in our sole discretion) to appropriate government and law enforcement authorities, credit reporting services, financial institutions and credit card companies.
g. Disputes. You have ninety (90) days to dispute any charge or payment processed by ThemeYouth. If you have a question concerning a charge you believe is incorrect, please call us and we will investigate. Our phone number is 855-464-5345. If you initiate a chargeback, there may be a minimum charge of $15.00 plus applicable taxes to reactivate your account and we reserve the right to suspend your account for the duration of the dispute.
15. Term and Termination of the Services.
a. Term of Services. The initial term of the Services purchased by you will be for the time period set forth in the registration form presented to you when you order the Services (the "Initial Term"). If your purchase includes Subscription Services, unless you cancel at least fifteen (15) days prior to the end of the Initial Term or as otherwise stated in a notice sent to you at least thirty (30) days prior to the expiration of your then-current term, the Subscription Services will automatically renew on a month to month basis (each a “Renewal Period”). You acknowledge, agree, and authorize us to automatically bill the applicable fee and/or charge your credit card or other payment method on file up to seven (7) days prior to the end of each Renewal Period, unless you terminate or cancel the Subscription Services prior to such charge as provided in this section. The “Term” of this Agreement shall include the Initial Term and all Renewal Periods, if any.
b. Termination Procedure. You may terminate or cancel the Services you purchased at any time during the Term by giving ThemeYouth notice by phone or chat. The cancellation request is subject to verification of ownership of the account and/or domain, as determined in ThemeYouth’s sole discretion. In the event of such cancellation, you may be obligated to pay a cancellation fee as set forth in the applicable Service Description.
c. Disabling automatic renewal option.
d. Termination by ThemeYouth. ThemeYouth may terminate your access to the Services, in whole or in part, without notice in the event that: (i) you fail to pay any fees due hereunder to ThemeYouth; (ii) you violate the terms and conditions of this Agreement; (iii) your conduct may harm ThemeYouth or others, cause ThemeYouth or others to incur liability, or disrupt ThemeYouth’s business operations (as determined by ThemeYouth in its sole discretion); (iv) you are abusive toward ThemeYouth’s staff in any manner; or (v) for any other lawful reason or as otherwise specified in this Agreement. If ThemeYouth terminates your Services under this section, ThemeYouth will not refund to you any fees paid in advance of such termination, and you shall be obligated to pay all fees and charges accrued prior to the effectiveness of such termination.
e. Modification of Services. ThemeYouth reserves the right to modify, change, or discontinue any aspect of the Services at any time.
16. Email Communications
Please note that when we contact you by email, such communications may not be secure and you should not provide any confidential or sensitive information via email. We are not liable for any unauthorized access to information you provide in violation of this section.
17. Governing Law and Legal Action
a. Governing Law; Jurisdiction. Any controversy or claim arising out of or relating to this Agreement, the formation of this Agreement or the breach of this Agreement, including any claim based upon or arising from an alleged tort, shall be governed by the substantive laws of the State of Utah. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any suit, action or proceeding concerning this Agreement must be brought in a state or federal court located in Salt Lake City, Utah. Each of the parties hereby irrevocably consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Both you and ThemeYouth hereby agree to waive all respective rights to a jury trial of any claim arising out of or relating to this Agreement.
b. Arbitration. For all Users who signed up for or purchased Services on or after October 1, 2017, the Arbitration Agreement shall apply. The Arbitration Agreement includes an agreement that all claims will be brought only in an individual capacity (and not as a class action or other representative proceeding). Please read it carefully. You may opt out of the Arbitration Agreement by following the opt out procedure described therein.
c. Governing Law and Jurisdiction for Users in the European Union
i. For Users in the European Union, this Agreement, and any non-contractual obligations arising out of, or in relation to it, shall be governed by and construed in accordance with the laws of England and Wales subject only to any mandatory provisions of consumer law in the country in which you reside. The United Nations Convention on Contracts for the International Sale of Goods as well as any other similar law, regulation or statute in effect in any other jurisdiction shall not apply.
ii. You and ThemeYouth irrevocably agree that the courts of the country in which you reside shall have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
iii. Alternatively, you may raise the dispute with an alternative dispute resolution body via the EU Commission's Online Dispute Resolution (ODR) Platform.
a. Independent Contractor. ThemeYouth and User are independent contractors and nothing contained in this Agreement places ThemeYouth and User in the relationship of principal and agent, partners or joint venturers. Neither party has, expressly or by implication, or may represent itself as having, any authority to make contracts or enter into any agreements in the name of the other party, or to obligate or bind the other party in any manner whatsoever.
b. Headings. The headings herein are for convenience only and are not part of this Agreement.
c. Entire Agreement. This Agreement, including documents incorporated herein by reference, supersedes all prior discussions, negotiations and agreements between the parties with respect to the subject matter hereof, and this Agreement constitutes the sole and entire agreement between the parties with respect to the matters covered hereby.
d. Severability. If any provision or portion of any provision of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions (unless otherwise specified) thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions (unless otherwise specified) thereof shall remain in full force and effect.
e. Waiver. No failure or delay by any party hereto to exercise any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy by any party preclude any other or further exercise thereof or the exercise of any other right or remedy. No express waiver or assent by any party hereto to any breach of or default in any term or condition of this Agreement shall constitute a waiver of or an assent to any succeeding breach of or default in the same or any other term or condition hereof.
f. Assignment; Successors. You may not assign or transfer this Agreement or any of its rights or obligations hereunder, without the prior written consent of ThemeYouth. Any attempted assignment in violation of the foregoing provision shall be null and void and of no force or effect whatsoever. ThemeYouth may assign its rights and obligations under this Agreement, and may engage subcontractors or agents in performing its duties and exercising its rights hereunder, without your consent. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
g. Force Majeure. Neither party is liable for any default or delay in the performance of any of its obligations under this Agreement (other than failure to make payments when due) if such default or delay is caused, directly or indirectly, by forces beyond such party's reasonable control, including, without limitation, fire, flood, acts of God, labor disputes, accidents, acts of war or terrorism, interruptions of transportation or communications, supply shortages or the failure of any third party to perform any commitment relative to the production or delivery of any equipment or material required for such party to perform its obligations hereunder.
h. Third-Party Beneficiaries. Except as otherwise expressly provided in this Agreement, nothing in this Agreement is intended, nor shall anything herein be construed to confer any rights in any person other than the parties hereto and their respective successors and permitted assigns. Notwithstanding the foregoing, you acknowledge and agree that any supplier of a third-party product or service that is identified as a third-party beneficiary in the Service description, is an intended third-party beneficiary of the provisions set forth in this Agreement as they relate specifically to its products or services and shall have the right to enforce directly the terms and conditions of this Agreement with respect to its products or services against you as if it were a party to this Agreement.