General Terms
This services agreement contains the terms thatgovern your access to and use of the services and is an agreement betweenDiamond ICQ Limited (Diamond ICQ) and you (if you are registering for or usingthe services as an individual) or the entity you are employed by or represent(if you are registering for or using as a business entity).
If you are entering into this Agreement for an entity, you represent to us thatyou have legal authority to bind that entity.
By registering for or using the services, you agree to be bound by the generalterms and services.
You also agree to comply with the policies which are incorporated by referenceand apply to your use of the services. Together the general terms, serviceterms and policies are referred to as “This agreement”.
Capitalised terms have the meanings given to them in this Agreement. To theextent there is a conflict between these General Terms, the Service Terms andProgram Policies, the conflict will be resolved by giving precedence in theorder specified in such documents, or if not specified, the following order:The General Terms, the Service Terms, and the Program Policies.
This services agreement contains the terms thatgovern your access to and use of the services and is an agreement betweenDiamond ICQ Limited (Diamond ICQ) and you (if you are registering for or usingthe services as an individual) or the entity you are employed by or represent(if you are registering for or using as a business entity).
If you are entering into this Agreement for an entity, you represent to us thatyou have legal authority to bind that entity.
By registering for or using the services, you agree to be bound by the generalterms and services.
You also agree to comply with the policies which are incorporated by referenceand apply to your use of the services. Together the general terms, serviceterms and policies are referred to as “This agreement”.
Capitalised terms have the meanings given to them in this Agreement. To theextent there is a conflict between these General Terms, the Service Terms andProgram Policies, the conflict will be resolved by giving precedence in theorder specified in such documents, or if not specified, the following order:The General Terms, the Service Terms, and the Program Policies.
1. Registration.
To register for the Services, you must create an account by completing the registration process for one or more of the Services. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable law. As part of the registration process, you must provide us with your (or your business's) legal name, address, phone number and email address as well as other information we may request. Any personal data you provide to uswill be handled in accordance with Diamond ICQ Limited’s Privacy Notice. You will use only a name you are authorised to use in connection with a Service and will update all of the information you provide to us in connection with the services as necessary to ensure that it remains accurate, complete, and validate all times. You authorise us (and will provide us documentation evidencing your authorisation upon our request) to verify your information (including any updated information).
To register for the Services, you must create an account by completing the registration process for one or more of the Services. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable law. As part of the registration process, you must provide us with your (or your business's) legal name, address, phone number and email address as well as other information we may request. Any personal data you provide to uswill be handled in accordance with Diamond ICQ Limited’s Privacy Notice. You will use only a name you are authorised to use in connection with a Service and will update all of the information you provide to us in connection with the services as necessary to ensure that it remains accurate, complete, and validate all times. You authorise us (and will provide us documentation evidencing your authorisation upon our request) to verify your information (including any updated information).
2. Service Fee Payments; Receipt of Sales Proceeds.
2.1 Fees and Expenses:
Feedetails are described in the applicable Service Terms and Program Policies. Youare responsible for payment of all applicable fees as described in thisAgreement and for your expenses in connection with this Agreement.
2.2 Payment Methods:
To use a Service, you must provide us with validcredit card information from a credit card or credit cards accepted by DiamondICQ Limited ("Your Credit Card") as well as valid bank accountinformation for a bank account or bank accounts accepted by Diamond ICQ Limited("Your Bank Account").
2.3 Authorisations:
Youauthorise us to obtain credit reports about you from time to time, to obtaincredit authorisations from the issuer of Your Credit Card, and to charge YourCredit Card or debit Your Bank Account for any amounts payable by you to us (inreimbursement or otherwise).
2.4 Payments:
Allpayments to you will be remitted to Your Bank Account. For any amounts you oweto us under this Agreement (in reimbursement or otherwise), we may elect to:
- withhold, deduct or offset the amount due from or against any payments we may make to you or amounts we may owe you; or
- collect payment or reimbursement of the amount due by any other lawful means including by:
a. charging Your Credit Card;
b. direct debiting Your Bank Account;
c. reversing or recalling prior payments made to you; or
d. sending a demand for payment to you, in which case you will be required to pay the amounts owing upon receipt.
2.1 Fees and Expenses:
Feedetails are described in the applicable Service Terms and Program Policies. Youare responsible for payment of all applicable fees as described in thisAgreement and for your expenses in connection with this Agreement.
2.2 Payment Methods:
To use a Service, you must provide us with validcredit card information from a credit card or credit cards accepted by DiamondICQ Limited ("Your Credit Card") as well as valid bank accountinformation for a bank account or bank accounts accepted by Diamond ICQ Limited("Your Bank Account").
2.3 Authorisations:
Youauthorise us to obtain credit reports about you from time to time, to obtaincredit authorisations from the issuer of Your Credit Card, and to charge YourCredit Card or debit Your Bank Account for any amounts payable by you to us (inreimbursement or otherwise).
2.4 Payments:
Allpayments to you will be remitted to Your Bank Account. For any amounts you oweto us under this Agreement (in reimbursement or otherwise), we may elect to:
- withhold, deduct or offset the amount due from or against any payments we may make to you or amounts we may owe you; or
- collect payment or reimbursement of the amount due by any other lawful means including by:
b. direct debiting Your Bank Account;
c. reversing or recalling prior payments made to you; or
d. sending a demand for payment to you, in which case you will be required to pay the amounts owing upon receipt.
2.5 Your Account:
If wedetermine that your actions or performance (or that any of Your Productsoffered on the Site, or Your Transactions) may result in returns, chargebacks,claims, disputes, violations of Law or the Agreement, or other financial risksto Diamond ICQ Limited (including any potential liability of Diamond ICQLimited to a third party), we may elect to:
- establish a reserve on your Account (includingby withholding amounts due to you or requiring payments from you) based on ourassessment of risks to Diamond ICQ Limited or third parties, and modify theamount of the required reserve from time to time by notice to you; or
- with hold, deduct or offset an amount from or against any payments or amounts we may make to you or owe to you. The relevant amount referenced in (b) above, will be determined by Diamond ICQ Limited based on our estimate of the risk, liability or obligation, and Diamond ICQ Limited may retain such amount for so long as we determine the relevant risk persists, or until any related liability or obligation is discharged, whichever is sooner.
2.6 Prohibited activities:
If wedetermine that your account has been used to engage in deceptive, fraudulent,or illegal activity, or that we (or another entity necessary to effect apayment to you) will or are likely to breach a Law if we make a payment to you,then we may, without limiting any other rights we may have, in our solediscretion temporarily or permanently withhold any relevant payments to you.
2.7 Security measures:
As a security measure, we may, but are notrequired to, impose transaction limits on some or all customers and sellersrelating to the value of any transaction or disbursement, the cumulative valueof all transactions or disbursements during a period of time, or the number oftransactions per day or other period of time. We will not be liable to you if wedo not proceed with a transaction or disbursement that would exceed any limitestablished by us for a security reason.
2.8 Currency:
Except asprovided otherwise, all amounts contemplated in this Agreement will beexpressed and displayed in your location country’s currency, and all paymentscontemplated by this Agreement will be made in your location country’scurrency.
2.5 Your Account:
If wedetermine that your actions or performance (or that any of Your Productsoffered on the Site, or Your Transactions) may result in returns, chargebacks,claims, disputes, violations of Law or the Agreement, or other financial risksto Diamond ICQ Limited (including any potential liability of Diamond ICQLimited to a third party), we may elect to:
- establish a reserve on your Account (includingby withholding amounts due to you or requiring payments from you) based on ourassessment of risks to Diamond ICQ Limited or third parties, and modify theamount of the required reserve from time to time by notice to you; or
- with hold, deduct or offset an amount from or against any payments or amounts we may make to you or owe to you. The relevant amount referenced in (b) above, will be determined by Diamond ICQ Limited based on our estimate of the risk, liability or obligation, and Diamond ICQ Limited may retain such amount for so long as we determine the relevant risk persists, or until any related liability or obligation is discharged, whichever is sooner.
2.6 Prohibited activities:
If wedetermine that your account has been used to engage in deceptive, fraudulent,or illegal activity, or that we (or another entity necessary to effect apayment to you) will or are likely to breach a Law if we make a payment to you,then we may, without limiting any other rights we may have, in our solediscretion temporarily or permanently withhold any relevant payments to you.
2.7 Security measures:
As a security measure, we may, but are notrequired to, impose transaction limits on some or all customers and sellersrelating to the value of any transaction or disbursement, the cumulative valueof all transactions or disbursements during a period of time, or the number oftransactions per day or other period of time. We will not be liable to you if wedo not proceed with a transaction or disbursement that would exceed any limitestablished by us for a security reason.
2.8 Currency:
Except asprovided otherwise, all amounts contemplated in this Agreement will beexpressed and displayed in your location country’s currency, and all paymentscontemplated by this Agreement will be made in your location country’scurrency.
3. Term and Termination.
The term of this Agreement will start on thedate you first complete registration for or use a Service, whichever occursfirst, and will continue until terminated by us or you as provided in thisAgreement (the "Term"). You may at any time terminate your use of anyService immediately on notice to us via email, the Contact Us Form, or similarmeans. We may terminate your use of any Services or terminate this Agreementfor convenience with 30 days’ advance notice. We may suspend or terminate youruse of any Services immediately if we determine that:
- you have materially breached the Agreement and failed to cure within 7 days of a cure notice unless your breach exposes us to liability towards a third party, in which case we are entitled to reduce, or waive, the aforementioned cure period at our reasonable discretion;
- your account has been, or our controls identify that it may be used for deceptive or fraudulent or illegal activity; or
- your use of the Services has harmed or our controls identify that it might harm other sellers, customers, or Diamond ICQ Limited’s legitimate interest. We will promptly notify you of any such termination or suspension via email or similar means, indicating the reason and any options to appeal, except where we have reason to believe that providing this information will hinder the investigation or prevention of deceptive, fraudulent, or illegal activity, or will enable you to circumvent our safeguards. Termination or suspension of a Service may occur in connection with, or result in termination or suspension of other Services. Upon termination of this Agreement, all rights and obligations of the parties under this Agreement will terminate, except that:
- you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before termination, and
- Sections 2, 3, 4, 5, 6, 7, 8, 9, 11, 14, 15, and 18 will survive termination.
Any termsthat expressly survive according to the applicable Service Terms will alsosurvive termination.
The term of this Agreement will start on thedate you first complete registration for or use a Service, whichever occursfirst, and will continue until terminated by us or you as provided in thisAgreement (the "Term"). You may at any time terminate your use of anyService immediately on notice to us via email, the Contact Us Form, or similarmeans. We may terminate your use of any Services or terminate this Agreementfor convenience with 30 days’ advance notice. We may suspend or terminate youruse of any Services immediately if we determine that:
- you have materially breached the Agreement and failed to cure within 7 days of a cure notice unless your breach exposes us to liability towards a third party, in which case we are entitled to reduce, or waive, the aforementioned cure period at our reasonable discretion;
- your account has been, or our controls identify that it may be used for deceptive or fraudulent or illegal activity; or
- your use of the Services has harmed or our controls identify that it might harm other sellers, customers, or Diamond ICQ Limited’s legitimate interest. We will promptly notify you of any such termination or suspension via email or similar means, indicating the reason and any options to appeal, except where we have reason to believe that providing this information will hinder the investigation or prevention of deceptive, fraudulent, or illegal activity, or will enable you to circumvent our safeguards. Termination or suspension of a Service may occur in connection with, or result in termination or suspension of other Services. Upon termination of this Agreement, all rights and obligations of the parties under this Agreement will terminate, except that:
- you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before termination, and
- Sections 2, 3, 4, 5, 6, 7, 8, 9, 11, 14, 15, and 18 will survive termination.
Any termsthat expressly survive according to the applicable Service Terms will alsosurvive termination.
4. Licence
You grant us a royalty-free, non-exclusive,worldwide right and licence, for the duration of your original and derivativeintellectual property rights, to use, any and all of Your Materials for theServices or other Diamond ICQ Limited product or service, and to sublicense theforegoing rights to our Affiliates and operators of Diamond ICQ LimitedAssociated Properties; provided, however, that we will not alter any of YourTrademarks from the form provided by you (except to resize trademarks to the extentnecessary for presentation, so long as the relative proportions of suchtrademarks remain the same) and will comply with your removal requests as tospecific uses of Your Materials (provided you are unable to do so usingstandard functionality made available to you via the applicable Diamond ICQLimited Site or Service); provided further, however, that nothing in thisAgreement will prevent or impair our right to use Your Materials without yourconsent to the extent that such use is allowable without a licence from you oryour Affiliates under applicable Law (e.g. referential use under trademark law,or valid licence from a third party).
You grant us a royalty-free, non-exclusive,worldwide right and licence, for the duration of your original and derivativeintellectual property rights, to use, any and all of Your Materials for theServices or other Diamond ICQ Limited product or service, and to sublicense theforegoing rights to our Affiliates and operators of Diamond ICQ LimitedAssociated Properties; provided, however, that we will not alter any of YourTrademarks from the form provided by you (except to resize trademarks to the extentnecessary for presentation, so long as the relative proportions of suchtrademarks remain the same) and will comply with your removal requests as tospecific uses of Your Materials (provided you are unable to do so usingstandard functionality made available to you via the applicable Diamond ICQLimited Site or Service); provided further, however, that nothing in thisAgreement will prevent or impair our right to use Your Materials without yourconsent to the extent that such use is allowable without a licence from you oryour Affiliates under applicable Law (e.g. referential use under trademark law,or valid licence from a third party).
5. Representations.
Each partyrepresents and warrants that:
- it is a business, it is duly organised, validly existing and in good standing under the laws of the jurisdiction where the business is registered;
- it will hold and will maintain all applicable registrations and other authorisations needed to conduct its business and it is not under any restriction that prevents it conducting its business in the manner and for the purposes contemplated under this Agreement;
- it has all requisite rights, power, and authority to enter into this Agreement, perform its obligations, and grant the rights, licences, and authorisations in this Agreement;
- any information provided or made
Each partyrepresents and warrants that:
- it is a business, it is duly organised, validly existing and in good standing under the laws of the jurisdiction where the business is registered;
- it will hold and will maintain all applicable registrations and other authorisations needed to conduct its business and it is not under any restriction that prevents it conducting its business in the manner and for the purposes contemplated under this Agreement;
- it has all requisite rights, power, and authority to enter into this Agreement, perform its obligations, and grant the rights, licences, and authorisations in this Agreement;
- any information provided or made
