1. 1. ELVALABS LTD, a company incorporated under the laws of Cyprus (registration number HE 483720) (“Company”, “we,” “us,” or “our”) owns and operates a website, elva-labs.com, and AI-powered application for mobile, tablet, desktop, browser-based and other smart-device systems that enable you to edit, create, and distribute video content for use on social media platforms (“application”). These Terms constitute a legally binding agreement made by and between Company and you as an individual regarding the use of the application, including the products or services provided through our application (collectively, our “Services”), both personally and, if authorized to, on behalf of the third party for whom you are using the Services (collectively, “you” or “your”).

1. 2. Please read these Terms carefully before you start using the Services. By accessing or using any part of the Services or by clicking “I agree” to these Terms when this option is made available to you, you agree that you have read, understood, and agreed to be bound by these Terms. Additionally, by agreeing to these Terms, you also agree to our Privacy Policy. IF YOU DO NOT AGREE TO THESE TERMS OR THE PRIVACY POLICY, YOU MUST NOT ACCESS OR USE THE SERVICES.

1. 3. We may change, modify, supplement, or remove portions of these Terms from time to time in our sole discretion.

1. 4. If any changes to these Terms may affect your use of the Service or your legal rights as the user of our Services, we will strive to notify you before the update’s effective date by sending an email to the email address connected with your account or by any other convenient means. Such updates will take effect no later than 14 days from the date of notification. 

1. 5. Any other changes will be notified to you only by updating the “Last updated” date of these Terms, and you waive any right to receive specific notice of each such change. 

1. 6. If you don’t agree to the revisions, please stop using the Service, delete your account, or cancel your subscription before the effective date of the Terms. By continuing to use or access the Service after the updates come into effect, you agree to be bound by the revised Terms.

2. 1. To access the Services, you may be required to create an account by providing registration details (“Account”). You are permitted to create only one Account per email address or other registration identifier. The Account is for your personal use only, and you are not permitted to authorize others to use your Account or to transfer or assign it to another individual or entity unless expressly authorized by us. You are also responsible for promptly updating your Account information to ensure its accuracy. 

2. 2. If you register the Account, you represent and warrant to us that: (i) all required registration information you submit is truthful and accurate; (ii) you will maintain the accuracy of such information; and (iii) your use of the Service does not violate any applicable law or regulation or these Terms. Otherwise, the Service may not operate correctly, and we may not be able to contact you with important notices.

2. 3. You must be at least 18 years old or other minimum age required in your country to consent to use the Services. If you are under 18 you must have your parent or legal guardian’s permission to use the Services. In all cases, such parent or legal guardian is the user and is responsible for any and all activities under the Account.

2. 4. You are fully responsible for all activities that occur under your Account, regardless of whether such activities are undertaken by you or a third party. Therefore, you should contact us immediately if you believe a third party may be using your Account, or if your Account credentials are otherwise lost or stolen. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. 

2. 5. We reserve the right to suspend or terminate your Account, or your access to the Service, with or without notice to you, in the event that you breach these Terms.

3. 1. All content on the Services, including the text, notes, graphics, photos, sounds, music, videos, interactivities (“Content”), the trademarks, service marks, and logos contained therein (“Marks”), the design of the website and application (“Site Design”), and all software, application and other technology used to provide the Services (“Technology”), are owned by or licensed to Company. We reserve all rights not expressly granted in and to the website, application, Content, Marks, Site Design, and Technology. Using the website, products, and/or Services does not give you any ownership of or right in or to any Content, Marks, Site Design, or Technology. We expressly prohibit decompilation, reverse engineering, and disassembly of the Technology. 

3. 2. If you comply with these Terms, the Company hereby grants you a limited, worldwide, royalty-free, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your own personal non-commercial purposes.

3. 3. The licenses granted to you by the Company do not cover any third-party pictures, videos or other content available on the Services. Any use of our Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted to you under these Terms.

4. 1. You may provide input to the Services (the “User Content”), and receive output from the Services based on the Input (the “Generated Content”). The User Content and the Generated Content are collectively referred to as the “Content”. As between you and the Company, and to the extent permitted by applicable law, you (a) retain your ownership rights in your User Content and (b) own the Generated Content. We hereby assign to you all our right, title, and interest, if any, in and to the Generated Content.

4. 2. By using our Services, you affirm that you either own or have all necessary rights, licenses, consents, and permissions to your User Content. This includes, without limitation, any intellectual property rights, including but not limited to copyrights, trademarks, or other proprietary rights, as well as any rights to third-party content that may be included in the User Content. 

4. 3. You retain all ownership rights in your User Content, and nothing in these Terms grants us ownership of your User Content. However, you understand and agree that by submitting User Content through our Services, you allow us to process, edit, transform, transmit, store, and otherwise use your User Content as necessary to provide the AI-powered video editing features and related functionality of the Services. You also allow us to use the name, identity, likeness, and voice (or other biographical information) that you submit in connection with such User Content. Should the User Content contain the name, identity, likeness, and voice (or other biographical information) of third parties, you represent and warrant that you have obtained the appropriate consents and/or licenses for your use of such features and that Company and its sub-licensees are allowed to use them to the extent indicated in these Terms.

4. 4. We reserve the right to use your Content for training purposes, in particular to improve and enhance our artificial intelligence models. Please note that we will only use your Content securely and anonymously, not linking it to any particular user. Such training will be performed automatically via machine learning algorithms.

4. 5. You are solely responsible for your User Content and the consequences of its use, publication, sharing, or distribution. You represent and warrant that: (1) your User Content does not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right, or (b) defame any other person; (2) your User Content does not contain any viruses, adware, spyware, worms, or other harmful or malicious code. We reserve all rights and remedies against any users who breach these representations and warranties.

4. 6. If you share the Content publicly, you acknowledge that such Content will be accessible to others. Any such content will be considered non-confidential and non-proprietary. Please do not share any Generated Content that you do not want to be publicly accessible or viewable.

4. 7. Artificial intelligence and machine learning are rapidly evolving fields of study. We are constantly working to improve our Services to make them more accurate, reliable, safe, and beneficial. Given the probabilistic nature of machine learning, use of our Services may in some situations result in Output that does not accurately reflect real people, places, or facts. When you use our Services, you understand and agree: (i) the Generated Content may not always be accurate, (ii) you must evaluate the Generated Content for accuracy and appropriateness for your use case; and (3) our Services may provide incomplete, incorrect, or offensive Generated Content that does not represent the Company’s views. If the Generated Content references any third party products or services, it doesn’t mean the third party endorses or is affiliated with the Company.

4. 8. From time to time, the Company or a third party engaged by us may request feedback and other information from you about our Services (“Feedback”). Providing Feedback is optional. By providing Feedback, however, you will grant, and hereby do grant, Company a nonexclusive, royalty-free, worldwide, perpetual, irrevocable, transferable and fully sublicensable right and license to use the Feedback for any lawful purpose, including, without limitation, the right to reproduce, adapt, publish, translate, distribute, and display all or parts of the Feedback in any medium whatsoever along with your name, in Company’s sole discretion. The Company may also use the Feedback in anonymous and aggregate reviews.

6. 1. You shall not:

(I) copy, distribute, create derivative works, hack, modify, or interfere with, the proper working of the Services or any third-party system made available through the Services;

(II) input any inappropriate, infringing, offensive, racist, hateful, sexist, pornographic, harassing, defamatory, or libelous content into the Services or instruct Company to include any such content in the Services;

(III) use the Services in order to build a competitive product for the Services;

(IV) share login access to the Account among multiple individuals or otherwise permit any party to use the Services;

(V) introduce any computer code, file, or program that may damage the Services;

(VI) reverse-engineer, decompile, disassemble or otherwise access the source code for any software that may be used to operate the Services; 

(VII) force headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through the Services; 

(VIII) directly, or through any add-ons, scrape any part of the Services; 

(IX) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;

(X) use the Company’s name, trademarks, service marks, or other materials in connection with, or to transmit, any unsolicited communications or e-mails;

(XI) use the Services in any manner that is unlawful or that infringes the rights of others;

(XII) use the Services to transmit any unsolicited commercial communications;

(XIII)use any part of our Services or outputs as part of a dataset for training, fine-tuning, developing, testing or improving any machine learning or artificial intelligence technology.

6. 2. You shall also not post, upload, or transmit to or otherwise make available through the Services any content, communications, or other information (collectively, “Unauthorized Content”) that:

(I) is inaccurate, unlawful, infringing, defamatory, obscene, pornographic, invasive of privacy or publicity rights, harassing, threatening, abusive, inflammatory, or otherwise objectionable;

(II) contains any viruses, Trojan horses, worms, time bombs, cancelbots, or other disabling devices or other harmful components intended to or that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information;

(III) you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

(IV) infringes the copyright, patent, trademark, trade secret, right of publicity, or other intellectual property or proprietary right of any third party;

(V) violates the rights of other users; or

(VI) that violates any applicable local, state, national, or international law or otherwise advocates or encourages any illegal activity.

6. 3. If we determine that you have violated the restrictions set forth in this Section, we may notify you of such violation and allow you a five (5) day cure period to remedy such violation. If you fail to cure such remediable violation, then we may terminate or suspend access to the Services for you. Irrespective of the cure period stated above, we reserve the right in our sole discretion to terminate or suspend access to the Services for you, at any time, if immediate action is required to address imminent potential harm or damages.

7. 1. By installing or using the mobile application associated with the Services, you agree that: 

(I) the application may provide automatic updates from time to time, including upgrades, bug fixes, patches, enhancements, or other improvements. These updates may be installed without prior notice. 

(II) you may be prompted to grant certain device permissions (e.g., camera, microphone, photo library, notifications). Granting these permissions constitutes your consent for the application to access and use those device features in accordance with these Terms and our Privacy Policy. If you do not wish to grant these permissions, you must adjust your device settings or discontinue use of the relevant features.

7. 2. If you download the application from an app marketplace or distribution platform (each, a “Store”), you acknowledge and agree that these Terms are between you and Company only, and not with the Store. The Store is not responsible for the application or the Services, and Company is solely responsible for the application, the Services, and the content therein. To use the application, you must have access to a wireless or data network, and you agree to pay any fees associated with such access, as well as any fees charged by the applicable Store. Your license to use the application is conditioned upon your compliance with all terms imposed by the relevant Store, which may set additional restrictions on your use of the application.

8. 1. The Company requires payment of a fee for the use [of certain features or functions] of the Services. In particular, you have to purchase a subscription (“Subscription”) for such use. When you purchase a Subscription (“Transaction”), you expressly authorize us (or our third-party payment processor) to charge you for such Transaction. We may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card, and your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize us or App Store to provide your Payment Information to third parties to charge your payment method for the Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your purchase (such information is included within the definition of Payment Information). By initiating a Transaction, you agree to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. All payments for Transactions are non-refundable and non-transferable except as expressly provided in these Terms.

8. 2. We may offer different pricing models for our Services, including but not limited to weekly, monthly, yearly, or other Subscription plans introduced at our discretion. We reserve the right to modify the pricing for Subscriptions at any time by posting updated prices and providing advance written notice through the Services, via email, or by other similar means. However, any price changes will not affect the Subscription for which you have already paid.

8. 3. BY PURCHASING A SUBSCRIPTION, YOU AUTHORIZE THE COMPANY TO INITIATE RECURRING, NON-REFUNDABLE PAYMENTS AS SET FORTH BELOW. If you purchase a Subscription, we (or our third-party payment processor) will charge you the Subscription fee posted on the Services, plus any applicable taxes, and other charges (the “Subscription Fee”) at the beginning of your Subscription, and then at the frequency thereafter that is indicated on the Services and/or in these Terms at the then-current Subscription Fee, using the Payment Information you have provided until you cancel your Subscription. By agreeing to these Terms and electing to purchase a Subscription, you acknowledge that your Subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or the Company. Your Subscription continues until cancelled by you or we terminate your access to or use of the Services or Subscription in accordance with these Terms.

8. 4. Your subscription renews automatically at the end of each period until you cancel. Note that deleting the application does not cancel your subscriptions.

(I) If you purchased a subscription or enabled trial on the App Store:

You may cancel a free trial or Subscription anytime by turning off auto-renewal through your Apple ID account settings. To avoid being charged, cancel the subscription in your Apple ID account settings at least 24 hours before the end of the free trial or the current subscription period. You alone can manage your subscriptions. Learn more about managing subscriptions (and how to cancel them) on Apple support page.

(II) If you purchased a subscription or enabled trial on Google Play:

You can cancel a free trial or subscription at any time by turning off auto-renewal through your Google Play account settings. To avoid being charged, cancel the subscription in your account settings at least 24 hours before the end of the trial or the current subscription period. You alone can manage your subscriptions. Learn more about managing subscriptions (and how to cancel them) on Google’s support page.

(III) If you purchased a subscription or enabled trial on other platforms:

You can cancel a free trial or subscription at any time by turning off auto-renewal through your application account settings. To avoid being charged, cancel the subscription in your account settings at least 24 hours before the end of the trial or the current subscription period. You alone can manage your subscriptions. Learn more about managing subscriptions (and how to cancel them) by emailing at at support@elva-labs.com.

9. 1. From time to time, the Company may, at its discretion, make available a free trial period (“Free Trial”), during which you may access certain features of the Services at no charge. The Company does not guarantee the availability of the Free Trial. The duration and scope of any Free Trial are determined at the discretion of the Company and may be modified or discontinued at any time. 

9. 2. At the end of any Free Trial that may be offered, your subscription will automatically convert into the applicable paid subscription plan, and the subscription fee in effect at the time of conversion will be charged to your relevant app marketplace payment method, unless you cancel your subscription at least twenty-four (24) hours before the end of the Free Trial period. 

9. 3. To avoid being charged, you must cancel the subscription through the app marketplace account settings before the Free Trial ends. Deleting the application does not cancel your subscription or end your Free Trial. 

9. 4. Not all the categories of user can be eligible for a Free Trial. If you have previously redeemed a Free Trial for the Services, you may not be eligible to activate Free Trials furthermore. Any unused portion of a Free Trial, if provided, will automatically expire if, during the term of the Free Trial, you purchase either (I) the applicable subscription product or (II) any other subscription product that does not include a Free Trial.

10. 1. Subject to the remaining provisions of this Section 10, you agree that your purchase of the Services is final, that we will not refund any transaction once it has been made, and that the purchase cannot be canceled. When you make the purchase, you acknowledge and agree that all purchases are non-refundable or exchangeable. Notwithstanding anything to the contrary in the foregoing, we will provide refunds and/or purchase cancellations in cases and to the extent required by mandatory provisions of the applicable law. 

10. 2. If you are a consumer based in the EEA or Switzerland, you have an automatic legal right to withdraw from contracts for purchases of Services. However, when you make a purchase of a Service, you expressly request and consent to an immediate supply of such Service. Therefore, if you exercise your right of withdrawal, we will deduct from your refund an amount that is proportionate to the Service provided before you notify us of your withdrawal from the contract.

10. 3. Some of the Services and content we may provide to you are not subject to refund. For example, we won’t provide refunds for one-time payments for in-app purchases, unless there are reasons, in the Company’s sole discretion, that are reasonable and sufficient to warrant a refund. In any case, you can contact our support via email support@elva-labs.com, and we will be happy to assist you.

10. 4. If you are a consumer based in the EEA or Switzerland and you have not lost your right of withdrawal, the withdrawal period will, generally, expire 14 days after the day you enter into the contract. To exercise your withdrawal right: 

(I) if you purchased a Subscription or enabled a Free Trial on the App Store and are eligible for a refund, you must request it directly from Apple. To request a refund, follow these instructions from the Apple support page.

(II) if you purchased a subscription or enabled a Free Trial on Google Play and are eligible for a refund, you must request it directly from Google. To request a refund, follow these instructions from Google’s support page.

(III) if you purchased a subscription or enabled a Free Trial on any other platform and are eligible for a refund, you must request it through your account or by contacting us by email: support@elva-labs.com.

You expressly acknowledge and agree that your use of any of the Services is at your sole risk and responsibility. The Services are provided “as is” and “as available” with no representations or warranties of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. You assume total responsibility and the entire risk for use of the Services. Without limiting the foregoing, Company does not warrant that (a) the Services will meet your requirements or expectations or achieve the intended purposes, (b) the Services will not experience outages or otherwise be uninterrupted, timely, secure, or error-free, (c) the information or content obtained through the Services will be accurate, complete, current, error-free, completely secure or reliable, (d) that defects in or on the Services or content will be corrected. 

We cannot guarantee or promise any specific results from the use of the Service. You also agree to take the risks of interruption of the Service for any technical reasons.

We may change all the information provided on the Service at our sole discretion without notice. We may at any time modify or discontinue, temporarily or permanently, the Service (or any part thereof) at our sole discretion with or without notice. 

These Terms will not limit any non-waivable warranties or consumer protection rights that you may be entitled to under the mandatory laws of your country of residence.

UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS (INCLUDING ANY BREACH OF SECURITY OR DATA, VIOLATING OTHER PLATFORMS TERMS OF USE) UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, LOSS OR INACCURACY OF DATA OR DOCUMENTS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE. 

COMPANY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF TEN U.S. DOLLARS ($10) OR THE AMOUNT OF FEES RECEIVED FROM YOU FOR THE USE OF THE SERVICES DURING THE SIX MONTHS PRIOR TO THE DATE OF YOUR CLAIM AGAINST US. THE EXISTENCE OF MULTIPLE CLAIMS SHALL NOT EXPAND OR INCREASE THE FOREGOING LIMITATION. 

THE PARTIES ACKNOWLEDGE THAT THIS SECTION REFLECTS THE AGREED UPON ALLOCATION OF RISK BETWEEN THE PARTIES AND THAT COMPANY WOULD NOT ENTER INTO THESE TERMS OR MAKE THE SERVICES AVAILABLE TO YOU WITHOUT THESE LIMITATIONS ON LIABILITY. THIS LIMITATION OF LIABILITY WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY SET FORTH HEREIN.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. TO THE EXTENT THAT ONE OR ANY ASPECT OF LIMITATIONS SET OUT ABOVE DOES NOT APPLY, ALL REMAINING ASPECTS SURVIVE, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

13. 1. You agree to indemnify and hold Company, its successors, subsidiaries, affiliates, any related companies, its suppliers, licensors and partners, and the officers, directors, employees, agents, and representatives of each of them harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of (I) your use of the Service, (II) your use of the Content, or (III) your violation of these Terms.

13. 2. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Company. Company will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

15. 1. You may terminate your Account and discontinue use of the Services at any time by using the account deletion feature available within the application or by providing written notice to us via email at [email] stating your intention to terminate your Account. Upon receipt of your termination request, we will provide instructions to confirm the termination process.

15. 2. We reserve the right, at our sole discretion, to terminate or suspend your access to the Services, your Account, or any portion thereof, without prior notice, for any reason, including but not limited to: 

(I) violation of these Terms or any other policies governing the use of the Services;

(II) engagement in fraudulent, illegal, or harmful activities; 

(III) any conduct that, in our sole discretion, may harm Company, our users, or third parties; or

(IV) non-payment of fees or charges associated with the Services. 

In the event of termination by us, we will make reasonable efforts to provide notice to you via the email address associated with your Account.

15. 3. Upon termination of your Account, whether by you or by Company: 

(I) you will no longer have access to your Account or any data, content, or information stored on the Services; and

(II) any licenses or rights granted to you under these Terms will immediately cease; you will remain responsible for any outstanding payments or fees due prior to termination.

THIS SECTION 16 OF THE TERMS SHALL BE REFERRED TO AS THE “ARBITRATION AGREEMENT.”

PLEASE READ THIS ARBITRATION AGREEMENT CAREFULLY TO UNDERSTAND YOUR RIGHTS. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH US AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US, IN PARTICULAR:

1. All claims must be resolved through binding arbitration by a neutral arbitrator;
2. You are waiving the right to a trial by jury; the rights that you would have if you went to court, such as discovery or the right to appeal, may be more limited or may not exist;
3. You may only bring a claim in your individual capacity and not as a plaintiff (lead or otherwise) or class member in any purported class or representative proceeding;
4. The arbitrator may not consolidate proceedings or claims or otherwise preside over any form of representative or class proceeding.

16. 1. Applicability of Arbitration Agreement. This Arbitration Agreement governs any dispute between you and Company (and each of our respective agents, corporate parents, subsidiaries, affiliates, predecessors in interest, successors, and assigns) including but not limited to claims arising out of or relating to any aspect of the relationship between you and the Company, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before these Terms or any prior agreement; and claims that may arise after the termination of these Terms (“Dispute”), except claims that can be brought in small claims court if your claims qualify within the scope of that court's jurisdiction.

Without limiting the preceding sentence, you will also have the right to litigate any other Dispute if you opt out of this arbitration and class action waiver provisions by sending electronic notice of your decision to opt-out to [email] with the subject line, "ARBITRATION AND CLASS ACTION WAIVER OPT-OUT" within 30 days of (a) the effective date of these Terms; or (b) your first date that you used the Service that contained any versions of the Terms that substantially included this version of the Arbitration Agreement (including class action waiver), whichever is later. If you opt out of this Arbitration Agreement, Company also will not be bound by it and any Dispute shall be resolved in accordance with Section 17. If you don’t exercise the right to opt-out, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except claims that can be brought in small claims court.

This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the effective date of these Terms or any prior version of these Terms.

The relevant arbitrator shall have sole authority to determine the applicability, existence, validity, and termination of the arbitration agreement in each particular case. In the event that a dispute involves both issues that are subject to arbitration and issues that are not subject to arbitration, the parties unequivocally agree that any legal proceeding regarding the issues not subject to arbitration shall be stayed pending resolution of the issues subject to arbitration.

16. 2. Initial Dispute Resolution. We are always interested in resolving disputes amicably and efficiently. The parties, therefore, agree that, before either party demands arbitration against the other, we will personally meet and confer, via telephone or videoconference, in a good-faith effort to resolve informally any claim covered by this Arbitration Agreement. If you have any dispute with Company, you agree that before taking any formal action, you will contact us at [email] or at Elvalabs LTD, registered address: 13 Kypranoros Street, EVI Building, 2nd Floor, Office 201,1061 Nicosia, Cyprus, and provide a brief, written description of the dispute and your contact information. The parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with Company, and good faith negotiations will be a condition to either party initiating an arbitration. Engaging in an informal dispute resolution is a condition precedent that must be fulfilled before commencing arbitration, and the Arbitrator shall dismiss any arbitration demand filed before the completion of an informal dispute resolution. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.

16. 3. Mandatory Arbitration. This Arbitration Agreement provides that all Disputes must be resolved through BINDING ARBITRATION, except to the extent that the applicable law prohibits the exclusive use of arbitration for dispute resolution.

YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION AND AGREE TO HAVE OUR DISPUTES FINALLY SETTLED BY BINDING ARBITRATION before one arbitrator administered by:

1. the London Court of International Arbitration (“LCIA”) if you are not a U.S. resident. Disputes are subject to the most current version of the LCIA Arbitration Rules when the notice of arbitration is submitted. Information about the LCIA’s rules can be found at https://www.lcia.org/Dispute_Resolution_Services/LCIA_Arbitration.aspx; or
2. Judicial Arbitration and Mediation Services, Inc. (“JAMS”) if you are a U.S. resident. Disputes involving claims and counterclaims under USD 250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267.

In each case the relevant arbitration rules will apply as modified by this Arbitration Agreement. In the event of a conflict between the applicable arbitration rules and these Terms, these Terms shall govern unless otherwise agreed by the parties and the relevant arbitrator.

If the relevant administrator of arbitration is not available to arbitrate, the parties will select an alternative arbitral forum.

16. 4. Arbitration procedures. The seat of the arbitration shall be:

1. if you are not a U.S. resident, London, United Kingdom;
2. if you are a U.S. resident, Delaware, U.S.

The governing law applicable to the Arbitration Agreement and the arbitration shall be:

1. if you are not a U.S. resident, the laws of England and Wales (also known as English law), without regard to English Law’s conflict of laws rules; or
2. if you are a U.S. resident, Delaware law is consistent with the Federal Arbitration Act and applicable statutes of limitations, having regard to claims of privilege recognized at law.

The language of the arbitration shall be English.

16. 5. Waiver of Class Action and Collective Relief. EXCEPT AS SPECIFIED IN THE “BATCH ARBITRATION”, THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED OR LITIGATED ON A CLASS ACTION, JOINT OR CONSOLIDATED BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC, OTHER USERS OF THE SERVICES, OR ANY OTHER PERSONS. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT INDIVIDUAL PARTY’S CLAIM. THE ARBITRATOR MAY NOT AWARD RELIEF FOR OR AGAINST ANYONE WHO IS NOT A PARTY. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. THIS WAIVER OF CLASS ACTIONS AND COLLECTIVE RELIEF IS AN ESSENTIAL PART OF THIS ARBITRATION PROVISION AND CANNOT BE SEVERED FROM IT.

BY AGREEING TO THE ARBITRATION OF DISPUTES AS SET FORTH HEREIN, YOU AGREE THAT YOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL AND LIMITING YOUR RIGHT TO APPEAL AND YOU UNDERSTAND THAT YOU ARE WAIVING YOUR RIGHTS TO OTHER AVAILABLE RESOLUTION PROCESSES, SUCH AS A COURT ACTION.

THE ARBITRATOR HAS NO AUTHORITY TO AWARD PUNITIVE DAMAGES.

16.6. Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed, and the remainder of the Arbitration Agreement shall continue in full force and effect.

16. 7. Survival of Arbitration Agreement. This Arbitration Agreement shall survive the termination of your relationship with Company.

17. 1. These Terms shall be governed in accordance with the laws of England and Wales (excluding its body of law governing conflicts of law).

17. 2. To the extent that any action relating to any dispute hereunder is for whatever reason not submitted to arbitration, each of the parties submits to the exclusive jurisdiction of the courts of England and Wales to settle any disputes that may arise out of or in connection with these Terms, and that accordingly proceedings must be brought in such courts.

17. 3. The parties irrevocably submit to the personal jurisdiction and venue of the courts of England and waive any defenses of improper venue or forum non conveniens.

17. 4. If you are a consumer based in the EEA or Switzerland:

Nothing in these Terms shall deprive you of the protection afforded to consumers by the mandatory rules of law of the country in which you live.

You may bring any dispute which may arise under these Terms to the competent court of your country of habitual residence if this country of habitual residence is an EEA, which courts are – with the exclusion of any other court - competent to settle any of such a dispute. Company shall bring any dispute which may arise under these Terms to the competent court of your country of habitual residence.

You agree that the Services, Terms, and any dispute between you and Company shall be governed in all respects by the laws of England and Wales, without regard to choice of law provisions, and not by the 1980 UN Convention on Contracts for the International Sale of Goods.

18. 1. If any provision of this Terms is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the other provisions of the Terms, and shall not affect the validity and enforceability of any remaining provisions.

18. 2. We shall have no liability under the Terms to the extent arising from any failure of Company to perform any of its obligations under the Terms due to any fire, flood, earthquakes, other acts of God, war, civil unrest, terrorism, Internet failures, governmental act or court order, national emergency, strikes or labor disputes or any other event not within our reasonable control.

18. 3. The Terms constitutes the entire agreement between you and us relating to the matters set forth herein, and shall not be modified except in writing.

18. 4. Except as otherwise expressly provided, these Terms set forth the entire agreement between you and Company regarding its subject matter, and supersede all prior promises, agreements, or representations, whether written or oral, regarding such subject matter.

18. 5. Company may transfer or assign any and all of its rights and obligations under these Terms to any other person, by any way, including by novation, and by accepting these Terms you give Company consent to any such assignment and transfer. You confirm that placing on the Service a version of these Terms indicating another person as a party to the Terms shall constitute valid notice to you of the transfer of the Company’s rights and obligations under the Terms (unless otherwise expressly indicated).

18. 6. All information communicated on the Service is considered electronic communication. When you communicate with us through or on the Service or via other forms of electronic media, such as e-mail, you are communicating with us electronically. You agree that we may communicate electronically with you and that such communications, as well as notices, disclosures, agreements, and other communications that we provide to you electronically, are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by the party sending the communication. You also agree that such communication may be conducted by using third-party providers that allow us to manage and facilitate these electronic interactions efficiently and securely. In recognition of the diverse and complex nature of our Service, you acknowledge that we engage third-party providers for a broad range of services that support and enhance our offerings. This may include, but is not limited to, processing transactions, as well as other operational, technical, and logistical support functions. Our use of third-party service providers allows us to deliver our Service more efficiently and effectively for you. You further acknowledge and agree that by clicking on a button labeled "SUBMIT", "CONTINUE", "REGISTER", "I AGREE" or similar links or buttons, you are submitting a legally binding electronic signature and are entering into a legally binding contract. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by these Terms. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS AND TO THE ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SERVICE.

If you wish to send any notice under these Terms or have questions regarding the Services, please contact us at: support@elva-labs.com.

Elvalabs LTD, registered address: 13 Kypranoros Street, EVI Building, 2nd Floor, Office 201,1061 Nicosia, Cyprus.