Welcome to MonkiC.

These Terms of Service, including all attachments, addenda, schedules, and documents at referenced URLs, all of which are incorporated herein by this reference (collectively, the “Agreement”) govern your use of and access to the Services and Platform set forth herein

PLEASE READ THE AGREEMENT CAREFULLY AND IF YOU DO NOT AGREE TO THE AGREEMENT, PLEASE DO NOT REGISTER FOR, ACCESS OR USE THE SERVICES.

The Agreement incorporates by reference the Community Guidelines and Privacy Policy, both of which are also available on the Platform and Website. The Services are provided by West Mount Games Inc., which is a private corporation registered in Alberta, Canada (“MonkiC”, “we”, “our” or “us”). The Services and the Platform are available to individual users 13 years of age or older.

* Apple and Google are not sponsors of the challenges and not are not affiliated with MonkiC. Prizes granted on MonkiC are in no way sponsored by or affiliated with Apple, Google or any other app store provider.

Capitalized terms used but not otherwise defined elsewhere in the Agreement will have the meaning set forth in Section 20 below.

1. Acceptance of the Agreement. By accepting the Agreement, by registering for, accessing or using the Services, you confirm your acceptance of the Agreement and to be a party to this binding contract. If you are agreeing to the Agreement on behalf of a company or other legal entity for which you are acting (for example as an employee or contractor) or, if there is no legal entity, on behalf of yourself as an individual (in either case “you”). You represent and warrant that you have the right, authority and capacity to bind and act on behalf of that company or other legal entity (if any) and yourself. If you do not have such authority, or do not agree to the terms of the Agreement, you must not register for, access or use the Services. The Agreement is effective between you and MonkiC as of the date that you accept the Agreement.

2. Updates to the Agreement. We are constantly changing and improving the Services and may amend the Agreement from time to time, for instance when we update the functionality of the Services, or when there are regulatory changes that impact the Agreement or the Services. We will provide reasonable advance notice through a notice on the Service and/or our Website. Your continued access to or use of the Services following notice of updates to the Agreement (“Updated Agreement”) constitutes your acceptance of the Updated Agreement. If you do not agree to the Updated Agreement, you must stop accessing and/or using the Services and delete your account. For modifications to the Agreement that we need to make to meet security, safety, legal or regulatory requirements, we may not be able to notify you in advance but we will let you know as soon as practicable.

3. Provision of Services.

a. Services. Subject to the terms and conditions of the Agreement, we will (a) make the Services available to you through the Platform, and you will use the Services, Platform and Content in accordance with the Agreement and applicable laws and regulations, (b) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for (i) planned downtime and (ii) any unavailability caused by circumstances beyond our reasonable control. We reserve the right, in our sole discretion, to make any changes to the Services or, as applicable, related documentation that it deems necessary or useful to: (x) maintain or enhance the quality or delivery of the Services to our customers or performance; or (y) to comply with applicable laws and regulations.

b. Infrastructure. You acknowledge that, in order to provide the Services, we will use data, networking and communication infrastructure and services that are not under our control (collectively, “Infrastructure”). Our ability to provide the Services will depend on the provision and availability of such Infrastructure, and we are not responsible to you for any failure by us that is directly or indirectly caused by the unavailability or performance of such Infrastructure.

4. Grant of License and Access to the Services; Your account.

a. Your Right to Use the Services. We hereby grant to you, during the Term, a non-exclusive, non-transferrable, non-sublicensable right, subject to the terms of the Agreement, to access and use the Services solely for your use and for your own benefit only. Certain functions of the Services may be available only in the App and not all Services or features may be available in your country or region. Different features may be available in different versions of the Services and certain features are not available to users under a certain age. You are responsible for determining whether the Services or a particular function of the Services and its use complies with applicable law.

b. Use Restrictions. You will not make any of the Services or Platform available to anyone other than you, or use the Services or Platform for the benefit of anyone other than you. In connection with the Services and Platform, you must not, and you must not permit any third party to: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of any of the Services, any Software or the Platform (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); (b) collect information about users of the Services or the Platform; (c) interfere with the operation of the Services, any Software or the Platform; (c) frame, mirror, reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, sublicense, distribute or otherwise exploit any portion of the Services, any Software, the Platform or Content, except as expressly authorized herein; (d) use any robot, spider or other device to retrieve, index, “scrape” or “data mine” any Content, or otherwise access or download any Content other than through the functionality of the Services or Platform; or (e) publicly disseminate information or analysis regarding the performance of the Services or Platform. In addition, you will not, and you will not permit any third party to: (i) remove any copyright, trademark, confidentiality or other proprietary rights notice from any of the Services, any Software, the Platform, Content or related materials; (b) remove, disable or otherwise limit the effectiveness of any technical protection used by us to manage, monitor, control or analyze the installation of, access to, or use of any of the Services, any Software, Platform or protect our Intellectual Property Rights.

c. General Responsibilities. You are solely responsible for obtaining and maintaining your Internet or mobile data (as applicable) access to the Services and Platform. You must comply with the provisions under the Agreement any and all applicable laws and regulations in connection with your access to and use of the Services and the Platform. Except as otherwise provided herein, you are solely responsible for your hardware and MonkiC shall have no responsibility for the supply, operation and/or maintenance of your hardware or operating systems. You will use reasonable security precautions in connection with your use of the Services, including preventing unauthorized access to the Services and Platform and taking all commercially reasonable actions and precautions to prevent the introduction and proliferation of Malicious Code into the Services or the Platform. You will notify us immediately upon becoming aware of any malfunction of any Services or failure of any Services.

d. Account. To access the Services, you must create an account with us. When you create this account, you must provide accurate and up-to-date information. It is important that you maintain and promptly update your details and any other information you provide to us, to keep such information current and complete. You are responsible for any person who obtains, accesses or uses the Services through you and your account. You are responsible for your use and the security of your account and all activity associated with your account.

e. Account Credentials. You may be required to log into your account to activate, access or use (or to continue accessing or using) the Services. Only you may access or use the Services. You will receive user IDs and passwords to access the Services via the Platform. You will keep these credentials confidential and you are responsible for any and all actions taken by anyone using your accounts and passwords.

f. Suspension of Services. We reserve the right to temporarily or permanently suspend or terminate your user account or impose limits on or restrict your access to parts or all of the Services with or without notice at any time: (a) if we reasonably believe you violated, or we have objective grounds to reasonably believe you are about to violate the Agreement, including any policies or guidelines or any applicable laws or regulations; (b) if activities occur on your account which, in our sole discretion, would or might cause damage to or impair us or the Services or infringe or violate any third party rights; (c) in response to a request or requirement by law enforcement, regulation or other government agencies under valid legal process; or (d) if in our determination, your use of the Services interferes with the normal operations of the Services or the Platform or other customers, or creates any threat to the security of the Services, the Platform, the User Content, or the Content or data of any other customer. In each case, we will give you advance notice of pending suspension of the Services under this Section unless we determine, in our reasonable commercial judgment, that a suspension on no notice is necessary to protect MonkiC, our customers, or others. We will not be liable for any claims or damages of any kind arising out of a suspension of the Services under this Section. Our right to suspend the Services is in addition to our right to terminate the Agreement pursuant to Section 14 below.

5. Intellectual Property and Ownership.

a. MonkiC Intellectual Property Rights. Subject to the limited rights expressly granted hereunder, as between MonkiC and you, all Intellectual Property Rights in the trademarks, services marks, trade names or services names of MonkiC (“MonkiC Marks”), the Services, the Platform, any Software (including interfaces), Content created by MonkiC and any databases, technologies, data (excluding User Content or third party Content) and all copies, modifications and derivative works thereof (collectively, the “MonkiC Materials”) will remain the sole property of MonkiC and its Affiliates or licensors and MonkiC , its Affiliates and its licensors reserve their right, title and interests in and to the MonkiC Marks, the Platform, Services, Software, MonkiC Content and MonkiC Materials. No rights are granted to you hereunder other than as expressly set forth herein.

b. Your Intellectual Property Rights. Subject to the foregoing, except for any licensed rights granted under the Agreement, as between you and MonkiC all Intellectual Property Rights in Your Content will remain your sole property and nothing in the Agreement will be deemed to restrict any rights that you may have to use and exploit Your Content.

6. Marks. Except as specifically authorized herein or with applicable prior written consent, you will not use the MonkiC Marks or make any statement (whether oral or in writing), in any external advertising, marketing or promotional materials, regarding MonkiC or the Services. Any goodwill generated through your use of any MonkiC Marks will inure solely to the owner of such MonkiC Marks.

7. User Content.

a. Your User Content. You may wish to upload or otherwise share User Content within the Services or the Platform. You are solely responsible for the accuracy, quality and integrity of all User Content that you input into the Services and/or the Platform. You: (a) are responsible for all User Content and for ensuring User Content and its use within the Services comply with applicable laws and regulations and the terms of the Agreement; and (b) represent and warrant that User Content will not infringe or misappropriate any Intellectual Property Rights of any person or violate any applicable laws or regulations. You are responsible for regularly backing up User Content to your own storage.

b. License by you. You hereby grant to (a) MonkiC and its Affiliates, agents, service providers, brand partners and other connected third parties an unconditional irrevocable, non-exclusive, royalty-free, fully transferable (including sub-licensable), perpetual worldwide license to use, modify, adapt, reproduce, make derivative works of, publish and/or transmit, and/or distribute and to authorize others users of the Services and other third-parties to view, access, use, download, modify, adapt, reproduce, make derivative works of, publish and/or transmit User Content in any format and on any platform, either now known or hereinafter invented; (b) to other users of the Services an unconditional irrevocable, non-exclusive, royalty-free, perpetual worldwide license to use, modify, adapt, reproduce, make derivative works of, download, publish and/or transmit, and/or distribute some or all of User Content in any format and on any platform, either now known or hereinafter invented for the purpose of generating other Content or viewing User Content for entertainment or other private, non-commercial purposes; (c) to MonkiC and its Affiliates, licensee, successors, and assigns an unconditional, irrevocable, non-exclusive, perpetual, fully transferable, worldwide, royalty-free license to publicly display, and publicly perform User Content in connection with marketing, promoting, operating and providing the Services and other Content to you and to others and in connection with working with our brand partners and licensees. In addition to the license rights in this Section, we may aggregate your usage data and metadata so that the results are non-personally identifiable with respect to you (“Aggregated Anonymous Data”). You acknowledge that we may use the Aggregated Anonymous Data: (i) for our own internal, statistical analysis, and (ii) to develop and improve the Services. Aggregated Anonymous Data shall be owed by MonkiC .

c. Your name and likeness. By submitting User Content, in which you may appear including, without limitation, your photograph, you hereby grant to MonkiC the unrestricted, unlimited, perpetual, worldwide to use your name, image, likeness, or other information or materials supplied by you including any third party materials as it appears in such User Content alone or as part of the User Content, in any medium now known or hereinafter developed in connection with the Services itself, and any advertising and promotion of the Services or MonkiC without payment of compensation to you and without seeking any further approval from you.

d. Your Responsibility. YOU ARE SOLELY RESPONSIBLE FOR YOUR SAFETY IN THE CREATION OF USER CONTENT. ALL USERS ARE REMINDED THAT SAFETY IS OF PARAMOUNT IMPORTANCE IN ANY ACTIVITIES CONNECTED TO SERVICES AND THE PLATFORM. YOU HEREBY AGREE THAT MONKI-C, ITS PARENTS, SUBSIDIARIES, AFFILIATES, BRAND PARTNERS AND AGENTS ASSUME NO RESPONSIBILITY FOR ANY INJURY OR LOSS THAT MAY OCCUR DURING THE CREATION OF YOUR CONTENT.

e. No Confidentiality. Any User Content will not be considered Confidential Information. You must not post any User Content on or through the Services or the Platform or transmit to us any User Content or other content or data that you consider to be confidential or proprietary to you or any other person. When you submit User Content through the Services, you agree and represent that you own that User Content, or you have received all necessary permissions and consents (including any necessary licenses), clearances from, or are authorized by, the owner of any part of the content to submit such User Content to the Services, to transmit it from the Services to other third party platforms, and/or to otherwise make any use of such User Content on or through the Services.

f. You acknowledge and agree that when you view Content provided by others on the Services, you are doing so at your own risk. The Content on the Services is provided for general information and entertainment only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the Content on the Services.

g. Subject to your compliance with the Agreement, MonkiC grants to you a limited, non-exclusive, non-transferable license, with no right to sublicense, to download, view, copy, display and print the Content solely in connection with your permitted use of the Services and solely for your personal and non-commercial purposes.

8. Waiver of Rights to User Content.

a. Waiver of Rights. By posting User Content to or through the Services, you waive any rights to prior inspection or approval of any marketing or promotional materials related to such User Content. You also waive (to the extent permitted by applicable law) any and all rights of privacy, publicity, or any other rights of a similar nature in connection with such User Content, or any portion thereof. You hereby waive (to the extent permitted by applicable law) and agree never to assert any and all moral rights you may have in or with respect of any of the User Content you upload or otherwise make available through the Services, or to support, maintain or permit any action based on any such moral rights.

b. Right to modify. We, or our authorized third parties, reserve the right to cut, crop, edit or refuse to publish User Content at our or their sole discretion. We have the right to remove, disallow, block or delete any posting (including User Content) you make on the Services or the Platform if, in our opinion, your post does not comply with our content standards set out herein. In addition, we have the right – but not the obligation – in our sole discretion to remove, disallow, block or delete any User Content or any other content you may post (i) that we consider to violate the Agreement, or (ii) in response to complaints from other users or third parties, with or without notice and without any liability to you. As a result, we recommend that you save copies of any User Content that you post to the Services on your personal device(s) in the event that you want to ensure that you have permanent access to copies of such User Content. We do not guarantee the accuracy, integrity, appropriateness or quality of any User Content, and under no circumstances will we or our brand partners be liable in any way for any User Content.

c. We and our brand partners and licensees accept no liability in respect of any content or information submitted by users of the Services and published by us, or on our behalf, on any of the Services or elsewhere by third parties.

9. Indemnity. You agree to defend, indemnify, and hold harmless MonkiC, its Affiliates and brand partners, and each of their respective officers, directors, employees, agents and advisors from any and all claims, liabilities, costs, damages, losses and expenses (including, but not limited to, attorneys’ fees and expenses) arising out of or in connection with any breach by you (or any user of your account for any of the Services) of the Agreement, including but not limited to a breach of your obligations, representation and warranties.

10. General Prohibitions. You agree not to do any of the following: (a) Post, upload, publish, submit or transmit any content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances; (b) Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by the Agreement; (c) Collect or store any personally identifiable information from the Services from other users of the Services without their express permission; (d) Impersonate or misrepresent your affiliation with any person or entity, claim a false affiliation, or misrepresent the source or identity of content used through the Services; (e) You agree not to provide any information that is intended to misinform, misdirect, mislead, or otherwise deceive any users of the Services or any other third party; (f) Violate any applicable law or regulation; or (g) Induce others to do any of the above.

11. DMCA/Copyright Policy. MonkiC respects copyright law and expects its users to do the same. It is MonkiC’s policy to terminate in appropriate circumstances account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.

12. Links to Third Party Websites or Resources. The Services may allow you to access third-party websites or other resources, content, designs, models, data, applications or other software, services or similar material (collectively “Third Party Resources”). To the extent provided by us, we provide access to Third Party Resources only as a convenience and are not responsible for the content, products or services on or available from those Third-Party Resources. Users of the Services may provide access through Content (including User Content) to third-party websites or other resources. To the extent provided by you, you hereby acknowledge and agree that, as between you and MonkiC and our brand partners, you bear full responsibility and liability in connection with such access by users of the Services. You acknowledge sole responsibility for and assume all risk arising from, your use of any Third-Party Resources. You further acknowledge that we have no responsibility to remove, add, modify, or monitor User Content or other Content, including any access to third-party websites or other resources contained in User Content. You take sole responsibility for determining, obtaining and complying with all third-party terms and conditions (“Third-Party Terms”). MonkiC will have no responsibility for, and makes no representations and warranties regarding, (a) any Third-Party Resources or your use of such Third-Party Resources, and (b) the Third-Party Terms or your compliance with such Third-Party Terms. In addition, the availability of any Third-Party Resources through the Services does not imply our endorsement of, or our affiliation with, any third-party provider nor does it imply such third-party providers’ endorsement or sponsorship of the Services or the Agreement.

13. Warranty; Disclaimer; Limitation of Liability.

a. DISCLAIMER. THE SERVICES AND PLATFORM (INCLUDING ANY CONTENT AVAILABEL THEREIN) ARE PROVIDED “AS IS,” AND AS AVAILABLE WITHOUT ANY WARRANTIES OF ANY KIND. MONKI-C DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM, SERVICES OR CONTENT WILL BE FREE OF ANY INACCURANCIES, INTERRUPTIONS, DELAYS, OMISSIONS OR ERRORS OR COMPLETELY SECURE (“FAULTS”), OR THAT ANY FAULTS WILL BE CORRECTED. MONKI-C WIL NOT BE LIABLE FOR ANY LOSSES REESULTING FROM ANY FAULTS. WITHOUT LIMITING THE FOREGOING, ALL WARRANTIES, CONDITIONS AND OTHER TERMS IMPLIED BY STATUTE OR COMMON LAW, INCLUDING WARRANTIES OR OTHER TERMS AS TO SUITABILITY, MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

b. NO RESPONSIBLILTY FOR USER CONTENT. WE ARE NOT RESPONSIBLE OR LIABLE FOR USER CONTENT, INCLUDING, WITHOUT LIMITATION, COMMUNICATIONS, AND WE MAKE NO WARRANTY OR REPRESENTATION OF ANY KIND IN REGARD TO USER CONTENT.

c. FAILURE TO COMPLY WITH APPLICABLE LAW. MONKI-C AND OUR BRAND PARTNERS AND LICENSEES ASSUME NO RESPONSIBILITY FOR ANY USER’S OR THIRD PARTY’S FAILURE TO COMPLY WITH ANY APPLICABLE LAWS AND REGULATIONS. WE EXPLICITLY DISCLAIM ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USER OR OTHER THIRD PARTY. WE DO NOT, AND CANNOT CONTROL YOUR INTERACTION WITH ANY USER OR OTHER THIRD PARTY; WE EXPRESSLY DISCLAIM ANY LIABILITY ARISING FROM SUCH INTERACTION.

d. Limitation of Liability. In no event shall the aggregate liability of MonkiC together with all of its Affiliates arising out of or related to the Agreement exceed £10. The foregoing limitation will apply whether an action is in contract or tort and regardless of the theory of liability. In no event will MonkiC be liable to you or to any third party for any consequential, indirect, special, incidental, punitive or exemplary damages, whether foreseeable or unforeseeable, even if it has been advised of the possibility of such damages, arising out of (a) the performance or non-performance of the Agreement or any related agreement, or any software, products or services provided hereunder, or (b) any claim, cause of action, breach of contract or any express or implied warranty, under the Agreement, any related agreement or otherwise, misrepresentation, negligence, strict liability, or other tort.

14. Term and Termination.

a. Term of Agreement. The Agreement commences on the date you first accept it and continues until is terminated in accordance with the terms hereunder (“Term”).

b. Discontinuance of Services. We may at any time discontinue: (a) any of the Services (or version thereof if we have generally ceased to provide such Services to customers. In such event, we shall use commercially reasonable efforts to provide to you with prior written notice.

c. Effects of Termination. Upon the expiration or termination of the Agreement or any of the Services, you will immediately cease accessing and using the applicable Services, we may immediately deactivate or delete your access credentials and all associated materials, without any obligation to provide any further access to the foregoing. Uchalpon expiration or termination of the Agreement, Confidential Information of the Disclosing Party will be returned or destroyed as required by the Agreement and, unless applicable law requires retention, MonkiC may delete any and all live User Content in its systems or otherwise in its possession or control. In no event will MonkiC have any obligation to store or deliver the User Content to you

d. Survival. Sections 5 (Intellectual Property and Ownership), 7 (User Content), 8 (Waiver of Rights to User Content), 9 (Indemnity), 11 (Disclaimer), 12 (Indemnity), 13 (Warranty; Disclaimer; Limitation of Liability), 14.4 (Effects of Termination), 14.5 (Survival), 15 (Confidential Information), 16 (Feedback), 19 (General Terms), and 20 (Definitions) will survive any expiration or termination of the Agreement.

15. Confidential Information. Non-Disclosure. The Receiving Party will hold the Disclosing Party’s Confidential Information in confidence and will not disclose any part of it to any third party except to its Affiliates, consultants and third-party contractors (including financial advisors, accountants and attorneys) who are acting on behalf of the Receiving Party and are bound by non-disclosure commitments substantially similar to those contained in the Agreement, or are otherwise protected by legal privilege. If a Receiving Party is legally compelled to disclose the Disclosing Party’s Confidential Information, the Receiving Party shall (a) provide prompt notice (if legally permissible) to the Disclosing Party so that the Disclosing Party can seek a protective order or other appropriate remedy, and (b) limit any such disclosure to the extent of the legal requirement. However, Confidential Information does not include any information that: (a) is or becomes (through no act or omission of the Receiving Party) generally available to the public; (b) becomes known to the Receiving Party or any of its Affiliates on a non-confidential basis through a third party who is not subject to an obligation of confidentiality with respect to that information; (c) was lawfully in the possession of the Receiving Party or any of its Affiliates prior to such disclosure; (d) is independently developed by the Receiving Party or any of its Affiliates; or (e) the Disclosing Party agrees in writing is not confidential or may be disclosed, solely to the extent of that consent. Any such disclosed information will remain Confidential Information despite such disclosure, notwithstanding Section (a)–(b) above. Upon the Disclosing Party’s request at any time, the Receiving Party will promptly return, delete or destroy the Disclosing Party’s Confidential Information, except for copies of such Confidential Information as required to be retained by law or regulation or to support the enforcement or defense of a party’s rights under the Agreement.

16. Feedback. MonkiC may collect and use information related to your use of the Services and the Platform to test, develop, improve and enhance its products and services, as long as such information is not identifiable to you. If you provide MonkiC with any feedback on the Services and/or the Platform, you hereby grant to MonkiC and its Affiliates a non-exclusive, transferable, irrevocable, worldwide, royalty-free right (with rights to sublicense) to use the feedback to develop its services and products, including the Services and the Platform, to create and own derivative works based on the feedback, and otherwise exploit the feedback and any products or services using the feedback.

17. Data Privacy. Any submission by you of personal information to us is governed, as applicable, by the Privacy Policy and the Privacy Statement. Each party will at all times comply with Data Protection Legislation in respect of its processing of PII. You confirm that any User Personal Data has been collected and disclosed in accordance with Data Protection Legislation. You shall not input, upload, maintain or disclose any irrelevant or unnecessary information about individuals to us. The parties shall use reasonable efforts to assist one another in relation to the investigation and remedy of any claim, allegation, action, suit, proceeding or litigation with respect to alleged unauthorized access, use, processing or disclosure of PII. Each party will maintain and will require all third-party data processors each such party engages to maintain, appropriate physical, technical and organizational measures to protect PII against accidental, unauthorized or unlawful destruction, loss, alteration, disclosure or access. For the purposes of this Section the terms: (a) “Data Protection Legislation” means legislation relating to an individual’s right to privacy with respect to the processing of PII which is applicable to a party from time to time; (b) “PII” means personal data (as such term is defined in Data Protection Legislation) processed as part of the Services or in connection with the Agreement; and (c) “User Personal Data” means PII made available or uploaded into the Platform or the Services by, or on behalf of, you and processed by MonkiC in connection with the Agreement.

18. Export Control. You will not obtain, retain, use or provide access to the Services to any third party in a manner that may breach any applicable export control or economic sanctions laws and regulations of any jurisdiction, including the United States, United Kingdom and the European Union and its Members States. You warrant that you are not affiliated with a specially designated or sanctioned entity under any of those laws and that, in any transaction related to MonkiC, you will not involve sanctioned parties, including through the use of bank accounts that are with sanctioned parties.

19. General Terms.

a. Relationship of the Parties. The parties are independent contractors. Neither party is an employee, agent, co-venturer or legal representative of the other party for any purpose. Each party shall be solely responsible for the supervision, direction, control and payment of its personnel, including, without limitation, for taxes, deductions and withholdings, compensation and benefits.

b. Assignment. You may not assign or otherwise transfer the Agreement or any rights or obligations hereunder without the prior written consent of MonkiC. Any other attempted assignment or transfer by you will be void. Nothing herein shall limit MonkiC’s right to assign or transfer the Agreement or any rights or obligations hereunder. The Agreement will bind any permitted successors and assigns.

c. Entire Agreement. The Agreement contains the entire understanding and agreement between the parties, and supersedes any prior agreements between the parties, in each case with respect to the subject matter hereof. Any use of the term “including” or variations thereof in the Agreement will be construed as if followed by the phrase “without limitation.”

d. Amendment. The Agreement may not be modified or amended except in a writing signed by both parties that expressly refers to the Agreement and the provision to be modified or amended.

e. Waiver. No term or provision of the Agreement will be deemed waived, and no breach excused, unless such waiver or consent is in a writing that expressly refers to the Agreement and the provision to be waived or the breach to be excused, and that is signed by the party claimed to have waived or consented. No waiver or consent, whether expressed or implied, will constitute a waiver of, consent to or excuse for any other different or subsequent breach.

f. Third Party Benefit. The terms of the Agreement are intended solely for the benefit of each party, and their respective successors and permitted assigns, and there are no intended third-party beneficiaries.

g. Severability. If any term or provision of the Agreement is held to be invalid or unenforceable, such term or provision will be ineffective only to the extent of such invalidity or unenforceability, and the remainder of the Agreement will continue in full force and effect.

h. Force Majeure. MonkiC will not be liable for any Losses or failure to perform its obligations under the Agreement due to circumstances beyond its reasonable control.

i. Governing Law. The Agreement is governed and construed in accordance with the laws of England and Wales. Each party irrevocably submits to the exclusive jurisdiction and venue of the courts of England located in London, England for the adjudication of any and all disputes between the parties arising hereunder or in connection herewith.

j. Notices. Any notices or other communications provided by MonkiC under the Agreement will be given: (i) via email; or (ii) by posting to the Services or via your account or the Platform. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

k. Contact Information. If you have any questions about the Agreement or the Services, please contact MonkiC at [email protected].

20. Definitions. Capitalized terms used herein have the meaning ascribed below, or where such terms are first used, as applicable:

a. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity, where “control,” for the purposes of this definition, means ownership or control of more than 50% of the voting interests of the subject entity, or the contractual right to establish policy for, and manage the operations of, the subject.

b. “App” means MonkiC’s mobile application(s) available via the Google Play Store, the Apple App Store, or such other marketplace on which the App may be made available.

c. “Community Guidelines” means MonkiC’s acceptable use guidelines in connection with your access to and use of the Services and the Platform available on the Website, as may be updated from time to time by MonkiC.

d. “Confidential Information” means information in any form (including written or oral form) of a business, financial, or technical nature that is or should reasonably be known to be confidential, and that is disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”). Confidential Information of MonkiC includes the Services, Content, and the Agreement . Confidential Information of each party includes business and marketing plans, technology and technology information, product plans and designs, and business processes disclosed by each party.

e. “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information, data or other materials, in whatever form or media, that are posted, created, generated, provided or otherwise made available through the Services by or for users of the Services or the Platform.

f. “Intellectual Property Rights” means all trade secrets, patents and patent applications, trademarks (whether registered or unregistered and including any goodwill acquired in such trademarks), service marks, trade names, copyrights, moral rights, database rights, design rights, rights in know-how, rights in Confidential Information, rights in inventions (whether patentable or not) and all other intellectual property and proprietary rights (whether registered or unregistered, any application for the foregoing, and all rights to enforce the foregoing), and all other equivalent or similar rights which may subsist anywhere in the world.

g. “Malicious Code” means (a) any code, program, or sub-program, the knowing or intended purpose or effect of which is to damage or maliciously interfere with the operation of a computer system containing the code, program or sub-program, or to halt, disable, or interfere with the operation of the software, code, program, or sub-program, itself, or (b) any device, method, or token that permits any person to circumvent without authorization the normal security of Services, any Software or the Platform containing the code.

h. “Platform” means any platform, system or technology that MonkiC makes available to you under the Agreement for the purpose of accessing the Services, together with any materials and functionality available therein, and any successor platform(s) thereto.

i. “Privacy Policy” means MonkiC’s privacy policy available at Privacy Policy.

j. “Privacy Statement” means MonkiC’s privacy statement available at Privacy Statement.

k. “Services” means the App(s), Platform, Website, and related applications, websites, services, products and other content which are stated to be offered subject to the Agreement and any subsequent versions thereof.

l. “Software” means any software underlying the Services.

m. “User Content” means Content submitted by or for you using the Services or the Platform or collected and processed by or for you using the Services, including messages or files.

n. “Website” means the MonkiC website available at www.monkic.io as may be updated from time to time by MonkiC .