Terms of Services
Last Updated June, 2022
1. Introduction
Please read these Terms of Services (these "Terms") carefully as they govern your use of (which includes access to) Pareto Company Limited (the “Company”) services.
Use of the Services may be subject to additional terms and conditions presented by The Company, which are hereby incorporated by this reference into these Terms.
By signing up for, or otherwise using, the Service, you agree to these Terms. If you do not agree to these Terms, then you must not use The Company’s Service or access any Content.
Service Provider
These Terms are between you and Pareto Company Limited, 20th Floor Wellable Commercial Building
513 Hennessy Road
Causeway Bay
Hong Kong
Age and eligibility requirements
In order to use The Company’s Service and access any Content, you need to (1) be 13 years of age (or the equivalent minimum age in your home country) or older, (2) have parent or guardian consent if you are a minor in your home country; (3) have the power to enter a binding contract with us and not be barred from doing so under any applicable laws, and (4) reside in a country where the Service is available. You also promise that any registration information that you submit to The Company is true, accurate, and complete, and you agree to keep it that way at all times. If you are a minor in your home country, your parent or guardian will need to enter into these Terms on your behalf. You can find additional information regarding minimum age requirements in the registration process. If you do not meet the minimum age requirements then The Company will be unable to register you as a user.
2. The Services Provided by Us.
Services Options
We provide different service options. Certain service options are provided free-of-charge, while other options require payment before they can be accessed (the "Paid Subscriptions"). We may also offer special promotional plans, memberships, or services, including offerings of third-party products and services. We are not responsible for the products and services provided by such third parties.
Trials
From time to time, we or others on our behalf may offer trials of Paid Subscriptions for a specified period without payment or at a reduced rate (a "Trial").
Third-Party Applications, Devices and Open Source Software
The service may be integrated with, or may otherwise interact with, third-party applications, websites, and services ("Third-Party Applications") and third-party personal computers, mobile handsets, tablets, wearable devices, speakers, and other devices ("Devices"). Your use of such Third-Party Applications and Devices may be subject to additional terms, conditions and policies provided to you by the applicable third party. The Company does not guarantee that Third-Party Applications and Devices will be compatible with the service.
Services Limitations and Modifications
We use reasonable care and skill to keep the service operational and to provide you with a personalized, immersive audio experience. However, our service offerings and their availability may change from time to time and subject to applicable laws, without liability to you; for example:
· The services may experience temporary interruptions due to technical difficulties, maintenance or testing, or updates, including those required to reflect changes in relevant laws and regulatory requirements.
· We aim to evolve and improve our services constantly, and we may modify, suspend, or stop (permanently or temporarily) providing all of part of the service (including particular functions, features, subscription plans and promotional offerings).
If you have prepaid fees directly to The Company for a Paid Subscription that The Company discontinues prior to the end of your Pre-Paid Period (as that term is defined in the Payments and cancellations section below), The Company will refund you the prepaid fees for the Pre-Paid Period for any unused part of your then current Paid Subscription after such discontinuation. Your account and billing information must be up to date in order for us to refund you.
The Company has no liability to you, nor any obligation to provide a refund to you, in connection with internet or other service outages or failures that are caused by the actions of government authorities, other third parties or events beyond our control.
3. Your Use of the Service
Creating an account
You may need to create an account to use all or part of the Services. Your username and password are for your personal use only and should be kept confidential. You understand that you are responsible for all use (including any unauthorized use) of your username and password. Notify our Customer Service team immediately if your username or password is lost or stolen, or if you believe there has been unauthorized access to your account.
The Company may reclaim, or require you to change, your username for any reason.
Your rights to use the Service
Access to the Services
Subject to your compliance with these Terms (including any other applicable terms and conditions), we grant to you limited, non-exclusive, revocable permission to make personal, non-commercial use of the services. This Access shall remain in effect unless and until terminated by you or The Company. You agree that you will not redistribute or transfer the service or the Content.
The Company software applications and the Content are licensed, not sold or transferred to you, and Company and its licensors retain ownership of all copies of The Company software applications and Content even after installation on your Devices.
Proprietary Rights
The services and the content are the property of The Company. All trademarks, service marks, trade names, logos, domain names, and any other features of The Company’s brands are the sole property of The Company or its licensors. These Terms do not grant you any rights to use The Company’s brands whether for commercial or non-commercial use.
Payments and cancellation
Billing
You may purchase a Paid Subscription directly from The Company or through a third party either by:
· paying a subscription fee in advance on a monthly basis or some other recurring interval disclosed to you prior to your purchase; or
· pre-payment giving you access to the Services for a specific time period ("Pre-Paid Period").
Tax rates are calculated based on the information you provide and the applicable rate at the time of your monthly charge.
If you purchase access to a Paid Subscription through a third party, separate terms and conditions with such third party may apply to your use of The Company servicec in addition to these Terms.
Price and tax changes
The Company may from time to time change the price for the Paid Subscriptions, including recurring subscription fees, the Pre-Paid Period (for periods not yet paid), or Codes (defined above), and will communicate any price changes to you in advance on reasonable notice. Price changes will take effect at the start of the next subscription period following the date of the price change. Subject to applicable law, by continuing to use The Company’s services after the price change takes effect, you will have accepted the new price. If you do not agree to a price change, you can reject the change by unsubscribing from the applicable Paid Subscription prior to the price change going into effect.
Tax rates are based on the rates applicable at the time of your charge. These amounts can change over time with local tax requirements in your country, state, territory or even city. Any change in Tax rate will be automatically applied based on the account information you provide
Renewal and Cancellation
Your payment to The Company or the third party through which you purchased the Paid Subscription will automatically renew at the end of the applicable subscription period, unless you cancel your Paid Subscription before the end of the then-current subscription period. The cancellation will take effect the day after the last day of the current subscription period, and you will be downgraded to the free version of the services. We do not provide refunds or credits for any partial subscription periods, except as expressly stated in these Terms.
If you have purchased a Paid Subscription using a Code, your subscription will automatically terminate at the end of the period stated in the Code, or when there is an insufficient pre-paid balance to pay for the Services.
Export control and sanctions
The Company's products may be subject to U.S. export and re-export control laws and regulations or similar laws applicable in other jurisdictions, including the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control ("OFAC"), and the International Traffic in Arms Regulations ("ITAR") maintained by the Department of State. You warrant that you are (1) not located in any country to which the United States has embargoed goods or has otherwise applied any economic sanctions; and (2) not a denied party as specified in any applicable export or re-export laws or regulations or similar laws applicable in other jurisdictions or otherwise listed on any U.S. government list of prohibited or restricted parties.
You agree to comply with all applicable export and reexport control laws and regulations, including without limitation the EAR and trade and economic sanctions maintained by OFAC. Specifically, you agree not to – directly or indirectly – use, sell, export, reexport, transfer, divert, release, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from The Company under these Terms to any destination, entity, or person or for any end-use prohibited by the EAR, trade and economic sanctions maintained by OFAC, or any applicable laws or regulations of the United States or any other jurisdiction without obtaining any required prior authorization from the competent government authorities as required by those laws and regulations.
4. Content and Intellectual Property Rights
5. Customer Support, Information, Questions and Complaints
Customer Support, Information, Questions, Complaint
For customer support with account- and payment-related questions, questions and complaints, please contact us at info@paretoltd.com.
6. Problems and Disputes
Suspending and terminating the Services
These Terms will continue to apply to you until terminated by either you or The Company. The Company may terminate these Terms (including any additional terms and conditions incorporated herein) or suspend your access to the services at any time if we believe you have breached any of these Terms, if we stop providing the services or any material component thereof on reasonable notice to you, or as we believe necessary to comply with applicable law. If you or The Company terminate these Terms, or if The Company suspends your access to the services, you agree that The Company shall, subject to applicable laws, have no liability or responsibility to you, and (except as expressly provided in these Terms) The Company will not refund any amounts that you have already paid. You may terminate these Terms at any time, in which case you may not continue accessing or using the services.
Warranty disclaimers
The Company will provide the services using reasonable care and skill and in accordance with any specification of the services provided by The Company, however, subject to that, the services is provided "as is" and "as available," without any warranties of any kind, whether express, implied, or statutory. Further, The Company disclaims any express, implied, and statutory warranties regarding the content, including warranties of satisfactory quality, merchantability, fitness for a particular purpose, or non-infringement. Neither The Company warrants that the services or content is free of malware or other harmful components. In addition, The Company makes no representation regarding, nor does it warrant or assume any responsibility for, any third-party applications (or the content thereof), user content, devices or any product or service advertised, promoted or offered by a third party on or through the services or any hyperlinked website, and The Company is not responsible for any transactions between you and any third-party providers of the foregoing. No advice or information whether oral or in writing obtained by you from The Company shall create any warranty on behalf of The Company. While using the services, you may have access to explicit content filtering features, but use of these features may still result in some explicit content being served and you should not rely on such features to filter all explicit content. This section applies to the fullest extent permitted by applicable law.
Some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer, so the exclusion and limitations in this section may not apply to you and nothing will affect your statutory rights.
Limitation of Liability and Time for Filing a Claim
Subject to applicable law, you agree that your sole and exclusive remedy for any problems or dissatisfaction with the services is to uninstall any Company’s software and to stop using the services. You agree that The Company has no obligation or liability arising from or related to third-party applications or the content thereof made available through or in connection with the services, and while your relationship with such third-party applications may be governed by separate agreements with such third parties, your sole and exclusive remedy, as with respect to The Company, for any problems or dissatisfaction with any third-party applications or the content thereof, is to uninstall or stop using such third-party applications.
In no event will The Company, its officers, shareholders, employees, agents, directors, subsidiaries, affiliates, successors, assigns, suppliers, or licensors be liable for (1) any indirect, special, incidental, punitive, exemplary, or consequential damages; (2) any loss of use, data, business, or profits (whether direct or indirect), in all cases arising out of the use of or inability to use the services, devices, third-party applications, or third-party application content; or (3) aggregate liability for all claims relating to the services, third-party applications, or third-party application content. Any liability we do have for losses you suffer is strictly limited to losses that were reasonably foreseeable.
For clarification, these terms do not limit The Company's liability for fraud, fraudulent misrepresentation, death or personal injury to the extent that applicable law would prohibit such a limitation and for any other liability that, by applicable law, may not be limited or excluded.
Except where such restriction is prohibited under applicable law, any claim arising under these terms must be commenced (by filing a demand for arbitration or filing an individual action under the arbitration agreement below) within one (1) year after the date the party asserting the claim first knows or reasonably should know of the act, omission, or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period.
Third Party Rights
You acknowledge and agree that the owners of the Content and certain distributors (such as app store providers) are intended beneficiaries of these Terms and have the right to enforce these Terms directly against you. Other than as set out in this section, these Terms are not intended to grant rights to anyone except you and The Company, and in no event shall these Terms create any third-party beneficiary rights.
If you have downloaded any of our mobile software applications (each, an "App") from the Apple Inc. ("Apple") App Store or if you are using the App on an iOS device, you acknowledge that you have read, understood, and agree to the following notice regarding Apple. These Terms are between you and The Company only, not with Apple, and Apple is not responsible for the Services and the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Services. In the event of any failure of the Services to conform to any applicable warranty, you may notify Apple and Apple will refund the applicable purchase price for the App to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Services. Apple is not responsible for addressing any claims by you or any third party relating to the Services or your possession or use of the Services, including: (1) product liability claims; (2) any claim that the Services fails to conform to any applicable legal or regulatory requirement; (3) claims arising under consumer protection or similar legislation; and (4) claims with respect to intellectual property infringement. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Services or your possession and use of the App infringe that third party's intellectual property rights. You agree to comply with any applicable third-party terms, when using the Services. Apple, and Apple's subsidiaries, are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.
Indemnification
You agree to indemnify and hold The Company harmless from and against any reasonably foreseeable direct losses, damages, and reasonable expenses (including reasonable attorney fees and costs) suffered or incurred by The Company arising out of or related to: (1) your breach of any of these Terms (including any additional The Company terms and conditions incorporated herein); (2) any User Content you post or otherwise contribute; (3) any activity in which you engage on or through the Services; and (4) your violation of any law or the rights of a third party.
Governing Law, Mandatory Arbitration and Venue
6.1 Governing Law / Jurisdiction
Unless otherwise required by mandatory laws in your country of residence, the Agreements (and any non-contractual disputes/claims arising out of or in connection with them) are subject to the laws of the state or country listed below, without regard to choice or conflicts of law principles.
Further, you and The Company agree to the jurisdiction of the courts listed below to resolve any dispute, claim, or controversy that arises in connection with the Agreements (and any non-contractual disputes/claims arising out of or in connection with them), except where under applicable mandatory laws, you can choose to bring legal proceedings in your country of residence, or we are required to only bring legal proceedings in your country of residence
Country or region
Choice of Law
Jurisdiction
All other countries and regions in which The Company is available.
Sweden
Exclusive; Courts of Sweden
Bulgaria, Cyprus, Estonia, France, Hong Kong, Latvia, Lithuania, Luxembourg, Malta, Monaco, Norway, Philippines, Portugal, Slovakia, Spain, Turkey
Laws of Sweden
Non-exclusive; Courts of Sweden
Brazil
Laws of Brazil
Exclusive; State and Federal Courts of São Paulo, State of São Paulo, Brazil
Canada
Not applicable to residents of Quebec: Laws of the Province of OntarioResidents of Quebec: Laws of the Province of Quebec, Canada
Not applicable to residents of Quebec: Exclusive other than for the purpose of enforcing judgements; Courts of Ontario, CanadaResidents of Quebec: Courts of Quebec, Canada
Argentina, Bolivia, Chile, Colombia, Costa Rica, Dominican Republic, Ecuador, El Salvador, Guatemala, Honduras, Nicaragua, Panama, Paraguay, Peru, Uruguay
State of California, United States
Exclusive; State and Federal Courts of San Francisco County, CA or New York, NY
United Kingdom
Laws of England and Wales
Exclusive
6.2 CLASS ACTION WAIVER
WHERE PERMITTED UNDER THE APPLICABLE LAW, YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and The Company agree, no arbitrator or judge may consolidate more than one person's claims or otherwise preside over any form of a representative or class proceeding.
6.3 ARBITRATION
If you are located in, are based in, have offices in, or do business in a jurisdiction in which this Section 6.3. is enforceable, the following mandatory arbitration provisions apply to you:
6.3.1 Dispute resolution and arbitration
You and The Company agree that any dispute, claim, or controversy between you and The Company arising in connection with or relating in any way to these Agreements or to your relationship with The Company as a user of the Service (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of the Agreements) will be determined by mandatory binding individual arbitration. Arbitration is more informal than a lawsuit in court. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. There may be more limited discovery than in court. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney fees), except that the arbitrator may not award declaratory or injunctive relief benefiting anyone but the parties to the arbitration. This arbitration provision will survive termination of the Agreements.
6.3.2 Exceptions
Notwithstanding clause 6.3.1 above, you and The Company both agree that nothing herein will be deemed to waive, preclude, or otherwise limit either of our rights, at any time, to (1) bring an individual action in a small claims court ,(2) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (3) seek injunctive relief in a court of law, or (4) to file suit in a court of law to address intellectual property infringement claims.
6.3.3 Arbitration rules
Either you or we may start arbitration proceedings. Any arbitration between you and The Company will be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the "ICC") then in force (the "ICC Rules") by one or more arbitrators appointed in accordance with the ICC Rules, as modified by these Agreements, and will be administered by the International Court of Arbitration of the ICC.
Any arbitration will be conducted in the English language and unless otherwise required by a mandatory law of a member state of the European Union or any other jurisdiction, the law to be applied in any arbitration shall be the law of [the relevant state or country described in clause 6.1], without regard to choice or conflicts of law principles.
6.3.4 Time for filing
Any arbitration must be commenced by filing a demand for arbitration within ONE (1) YEAR after the date the party asserting the claim first knows or reasonably should know of the act, omission, or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period. If applicable law prohibits a one-year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.
6.3.5 Notice; Process
A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or in the event that we do not have a physical address on file for you, by electronic mail ("Notice"). The Company's address for Notice is: [Pareto Company Limited, 20th Floor Wellable Commercial Building
513 Hennessy Road
Causeway Bay
Hong Kong
]. The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought ("Demand"). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or The Company may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or The Company shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. In the event our dispute is finally resolved through arbitration in your favor, The Company shall pay you (1) the amount awarded by the arbitrator, if any, (2) the last written settlement amount offered by The Company in settlement of the dispute prior to the arbitrator's award; or (3) $1,000.00, whichever is greater. All documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of the arbitrator's decision and award and shall not be disclosed except in confidence to persons who have a need to know for such purposes or as required by applicable law.Except as required to enforce the arbitrator's decision and award, neither you nor The Company shall make any public announcement or public comment or originate any publicity concerning the arbitration, including, but not limited to, the fact that the parties are in dispute, the existence of the arbitration, or any decision or award of the arbitrator.
6.3.6 Modifications
In the event that The Company makes any future change to this arbitration provision (other than a change to The Company's address for Notice), you may reject any such change by sending us written notice within 30 days of the change to The Company's address for Notice, in which case your account with The Company shall be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject, shall survive.
6.3.7 Enforceability
If the class action waiver at Section 6.2 is found to be unenforceable in arbitration or if any part of this Section 6.3 is found to be invalid or unenforceable, then the entirety of this Section 6.3 shall be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 6.1 shall govern any action arising out of or related to the Agreements and you shall not be prevented from bringing proceedings at any time.
7. About these Terms
Under applicable law, you may have certain rights that can't be limited by a contract. These terms are in no way intended to restrict those rights.
Changes
We may make changes to these Terms (including any additional The Company terms and conditions incorporated by reference herein) from time to time by notifying you of such changes by any reasonable means (before they take effect), including by posting a revised Agreement on the applicable Services (provided that, for material changes, we will seek to supplement such notice by email, an in-service pop-up message, or other means). Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Terms, or other The Company terms and conditions, incorporating such changes, or otherwise notified you of such changes. Your use of the Services following any changes to these Terms will constitute your acceptance of such changes. If you do not wish to continue using the Services under the updated Terms, you may terminate your account by contacting us. The effective date set forth at the top of this document indicates when these Terms were last changed.
Entire Agreement
Other than as stated in this section or as explicitly agreed upon in writing between you and The Company, these Terms constitute all the terms and conditions agreed upon between you and The Company and supersede any prior agreements in relation to the subject matter of these Terms, whether written or oral..
Severability and Waiver
Unless as otherwise stated in these Terms, should any provision of these Terms be held invalid or unenforceable for any reason or to any extent, the remaining provisions of these Terms will not be affected, and the application of that provision shall be enforced to the extent permitted by law.
Any failure by The Company or any third-party beneficiary to enforce these Terms or any provision thereof shall not waive Company's or the applicable third-party beneficiary's right to do so.
Assignment
The Company may assign any or all of these Terms, and may assign or delegate, in whole or in part, any of its rights or obligations under these Terms. You may not assign these Terms, in whole or in part, nor transfer or sub-license your rights under these Terms, to any third party.