Terms of Service Agreement

Introduction

Welcome to Gehirn’s Terms of Service! The first portion of our Terms of Service is structured like a FAQ and lays out some high-level concepts before diving into the rest of the terms.

What documents make up the TOS?

We refer to the Terms of Service as the “TOS”.

This page lays out the core of our TOS, but we also have other contractual documents that you can think of as additional terms for specific topics. Legally speaking, these other documents are incorporated by reference as if they were written here and form part of the overall TOS. Therefore, you should also review these other documents, which can be found at the links below:

• Acceptable Use Policy (the “AUP”), which outlines prohibited uses of our Services
• Privacy Policy , which outlines how we collect, use, and share data on our Website and through our Services

Whom does this TOS apply to?

When we refer to “Gehirn” or use terms like “we”, “us” or “our”, we are referring to Gehirn OÜ.

When we refer to the “User”, we are talking about you, and we will also use words like “you” and “your” to refer to you. Who “you” are can get more complicated if you are using our Services on behalf of a company, organization, or other entity. In that case, you represent to us that you have the authority to bind that company, organization, or other entity to this TOS and that you agree to be legally bound by this TOS on behalf of such entity (and “User”, “you”, and “your” then refer to such entity). If you’re not sure what this means or whether you have the necessary authority, you should check with others in your organization to clarify.

What is the TOS?

This TOS is a binding contract between you and Gehirn and applies to all of our offerings, the website cloud-routers.com (which we refer to as the “Website”), our cloud infrastructure and other services (which we refer to collectively as the “Services”), products, features, content, applications, and anything else we offer to users like you.

When does this TOS apply to me?

Now that we have some shared language, we want to ensure you understand when and how the TOS applies.

First and foremost, you should understand that this is a binding legal agreement that is required for you to use our Website and Services. You may only use the Website and Services if you acknowledge that you have read, understood, and agreed to be bound by this TOS.

If you sign up for Services or create an account through our Website, this TOS becomes effective at the moment you click “I accept” or otherwise indicate acceptance. If you purchase Services through a separate written agreement, this TOS is incorporated into that agreement, whether it’s explicitly referenced or not. Regardless of these methods, once you access or use our Website and Services, this TOS applies to you and your use, and it becomes legally binding. These are common scenarios, but not the only ways in which you may become bound by this TOS.

What happens with disputes under this TOS?

One of the requirements of this TOS is that you agree to resolve any disputes arising under it through binding arbitration directly between you and Gehirn. In arbitration, a neutral arbitrator or panel of arbitrators will hear arguments from both sides and resolve the dispute in an efficient and cost-effective manner. You will still be able to bring cases to court if they qualify as small claims, but all other claims are subject to arbitration.

You should understand that this means neither you nor Gehirn will have the right to resolve certain disputes in court before a judge or jury. You will not be able to bring claims in a traditional trial or participate in a class action or similar proceeding in court.

1. Eligibility & Registration

1.1 Before using our Website and Services, you must ensure that your use complies with all applicable laws, rules, and regulations. Your right to access the Website and Services will be revoked to the extent that your use is prohibited or if our provision of these services conflicts with any applicable law, rule, or regulation. You are responsible for making these determinations before using the Website and Services.

1.2 The Website and Services are not intended for use by anyone under the age of 18. By using the Website and Services, you represent and warrant to us that: (a) you are 18 years of age or older; or (b) you otherwise have sufficient legal consent, permission, and capacity to use the Website and Services in the applicable jurisdiction(s), as determined by you.

1.3 To access the Services and some features of the Website, you must register for an account (“Account”). When you register for your Account, you may be required to provide us with certain information about yourself, such as your name, email address, and a valid form of payment. You may also provide optional information about yourself on a voluntary basis. Account information, and our use and disclosure thereof, is subject to the Privacy Policy.

1.4 We may change or discontinue any of the Services or the Website at any time at our sole discretion. We will make reasonable efforts to provide prior notice, as appropriate under the circumstances. However, Gehirn is not obligated to provide such notice if discontinuation is necessary to (a) address an emergency or risk of harm to the Services, Website, or Gehirn, (b) respond to claims, litigation, or loss of license rights related to third-party intellectual property rights, or (c) comply with the law.

2. Gehirn’s Proprietary Rights

2.1 As between you and Gehirn, the Website and Services are owned and/or provided by Gehirn. The names, logos, trademarks, trade dress, arrangements, visual interfaces, graphics, design, compilation, information, data, computer code (including source or object code), products, software, services, and all other elements of the Website and Services (“Materials”) that we provide are protected by intellectual property and other applicable laws. All Materials included in the Website and Services are the property of Gehirn or its third-party licensors. You may use the Website and Services only as expressly authorized by us and as set forth in these Terms of Service, in the product documentation, or in other materials we make available to you. You must comply with and preserve all intellectual property notices, information, and restrictions contained in the Website and Services. We reserve all rights to the Website and Services not expressly granted in these Terms of Service.

2.2 If you choose to provide us with input or suggestions regarding issues, proposed modifications, or improvements to the Website or Services (“Feedback”), you hereby grant us an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to use the Feedback in any way and for any purpose, including to improve the Website and Services and to develop new products and services.

2.3 You grant us permission to include your name, logos, and trademarks in our promotional and marketing materials and communications.

2.4 Subject to your full and ongoing compliance with these Terms of Service and the rights granted herein, Gehirn grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Website and/or Services as described in and subject to these Terms of Service.

3. Community and User Content

3.1 Our forums (“Forums”, such as Discord) allow users to submit and upload content, including messages, reviews, media, images, data, text, and other types of works (“User Content”).

3.2 By providing your User Content to the Forums, you grant Gehirn a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your User Content, in whole or in part, in any media formats and through any media channels.

3.3 By providing your User Content via the Forums, you grant other users a non-exclusive license to access and use your User Content as permitted by these Terms of Service and the functionality of the Forums.

3.4 You are solely responsible for your User Content, and you agree that Gehirn is not and will not be liable in any way for your User Content. By providing your User Content through the Forums, you affirm, represent, and warrant that:

• You are the creator and owner of your User Content or have all necessary licenses, rights, consents, and permissions to authorize Gehirn and users of the Forums to use and distribute your User Content as required to exercise the licenses granted by you in these Terms of Service or otherwise required of you under these Terms of Service;
• Your User Content and the use of your User Content as contemplated in these Terms of Service does not and will not: (i) infringe, violate, or misappropriate any third-party rights, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or other intellectual property or proprietary rights; (ii) slander, defame, libel, or otherwise violate the privacy, publicity, or other proprietary rights of any other person; or (iii) cause us to violate any laws or regulations; and
• You agree to indemnify us for any third-party claims arising from your User Content.

3.5 We are not obligated to edit or monitor your User Content or the User Content of others and will not be liable in any way for any User Content. However, we may, at any time and without prior notice, review, remove, edit, or block any of your User Content at our sole discretion.

3.6 By submitting or uploading your User Content, you also agree to comply with the terms of any licenses that may apply to your User Content.

4. Services Content

4.1 Our Services allow you to connect to your network devices remotely and manage network connections by routing traffic through our infrastructure (your “Customer Traffic”).

4.2 Subject to these Terms of Service, you grant Gehirn a license to transmit your Customer Traffic solely for the purpose of providing the Services to you, and for no other reason without your express written consent. For clarity, information included in resource identifiers, metadata, access controls, usage rules, policies, permissions, system logs, metrics, configurations, and similar elements related to the management of the Services (“Usage Data”) is not considered your Customer Traffic. We may use Usage Data and other information about how you use and interact with the Services to deliver, maintain, and improve our Services.

4.3 Some of our Services allow third parties to access or use Customer Traffic, including through resale, your own products, and services. Such other users are collectively defined as your “End Users” for the purposes of these Terms of Service. For clarity, End Users in this context include all such other users, whether intermediaries, End Users of other End Users, or similar entities. You are responsible for ensuring that your End Users comply with these Terms of Service.

4.4 You are solely responsible for your Customer Traffic, your End Users, and any activity of your End Users, and you agree that Gehirn has no responsibility or liability whatsoever for your Customer Traffic, End Users, and/or their activity. By providing your Customer Traffic through the Services, you acknowledge, represent, and warrant that:

• Your Customer Traffic and the use of it by you or your End Users will not violate these Terms of Service (including the Acceptable Use Policy) or any applicable laws, regulations, rules, or third-party rights;
• You are solely responsible for the development, moderation, operation, maintenance, support, and use of your Customer Traffic, including when such Customer Traffic is provided by your End Users;
• The use of your Customer Traffic by you or your End Users does not and will not: (i) violate, infringe, or misappropriate any third-party rights, including any copyrights, trademarks, patents, trade secrets, moral rights, privacy rights, publicity rights, or other intellectual property or proprietary rights; (ii) defame, libel, or invade the privacy, publicity, or other proprietary rights of any other person; or (iii) cause us to violate any laws, regulations, rules, or third-party rights; and
• Except for the specific Services provided to you under these Terms of Service or another expressly written agreement, you are solely responsible for the technical operation of the Customer Traffic, including on behalf of your End Users.

4.5 You are responsible for the proper configuration and use of the Services and for taking your own steps to maintain adequate security and protection of your Customer Traffic. This may include using role-based systems for your workspace administrators with proper access segregation, enabling two-factor authentication to protect your Customer Traffic from unauthorized access, and regularly updating passwords for accounts with access to Customer Traffic. Gehirn commits not to retain or analyze Customer Traffic and assumes no responsibility for any data loss during transmission, connection unavailability, or other outcomes related to the above.

4.6 You consent to the transmission of your Customer Traffic within the geographic region and jurisdiction of Gehirn. Unless otherwise agreed in writing between you and Gehirn, you agree that Gehirn may transfer your Customer Traffic to other geographic regions or jurisdictions at its sole discretion. You represent and warrant that such transfers are properly authorized by you and permitted under applicable laws, regulations, rules, and third-party rights.

4.7 The following service terms govern your access to and use of all Gehirn Services:

• You may not transfer any software (or related documentation) obtained from us or a third-party licensor in connection with the Services outside the Services without specific written permission.
• You must comply with the applicable technical product documentation for the Services, available at cloud-routers.com/docs (and any subsequent or related locations designated by us).
• You warrant that all information you provide to us is accurate, complete, and not misleading.
• From time to time, we may apply updates, patches, bug fixes, or other maintenance to the Services. We may notify you of such scheduled maintenance (excluding emergency maintenance), and you agree to make reasonable efforts to comply with any maintenance requirements we notify you about.
• If you process personal data of third parties, including your End Users or other identifiable individuals through your use of the Services, you are responsible for providing legally valid privacy notices and obtaining any required consents for the processing, storage, use, and transfer of such data, including any required notifications and parental consent under the Children’s Online Privacy Protection Act (“COPPA”) or similar laws. You represent to us that you have provided all required privacy notices and obtained all required consents. You are responsible for processing such data in compliance with applicable laws.

5. Rules of Conduct

5.1 You must use the Website and Services in accordance with our AUP, which is incorporated by reference. Accordingly, any use of the Website and Services in violation of the AUP will constitute a breach of these TOS.

5.2 You are solely responsible for any actions that occur on your Account, whether such actions are performed by you, your employees, third parties (including your contractors or agents), your End Users, your licensees, or your customers.

5.3 You are responsible for notifying your employees, agents, and others related to your use of the Website and Services about the provisions of these Terms of Service, including situations where the terms of the Terms of Service are binding on them.

5.4 You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Website or Services (including, without limitation, any application), except to the limited extent applicable laws specifically prohibit such restriction; (ii) modify, translate, or otherwise create derivative works of any part of the Website or Services; or (iii) copy, rent, lease, distribute, or otherwise transfer any rights you receive under this Agreement. You must comply with all applicable local, state, national, and international laws and regulations. To the extent that any parts of the Website or Services are subject to Open Source Licenses, such Open Source Licenses apply independently of this section.

5.5 We reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to: (i) respond to any applicable law, regulation, legal process, or governmental request; (ii) enforce these Terms of Service, including investigating potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security, or technical issues; (iv) respond to user support requests; or (v) protect the rights, property, or safety of us, our users, and the public.

5.6 As a reward for early use of the Services, some Users are provided with several Free Remote Access Interfaces for remote connection to their network devices on a single Account (“Free Remote Access Interfaces”). Free Remote Access Interfaces will no longer be available for the Account if: (a) such Accounts are transferred in ownership to a third party; (b) such Free Remote Access Interfaces are used in violation of these Terms of Service (including the AUP); or (c) such Free Remote Access Interfaces are used in connection with any of the following activities: (i) creation of multiple Accounts to bypass the limit restriction; (ii) reselling or otherwise offering such Free Remote Access Interfaces as a service to third parties; or (iii) otherwise circumventing or attempting to circumvent the intended use of Free Remote Access Interfaces by redistributing their benefits to third parties.

5.7 The Services are subject to trade and economic sanctions maintained by the Office of Foreign Assets Control (“OFAC”). By accessing the Services, you agree to comply with these laws and regulations. Specifically, you represent and warrant that you are: (a) not located in any country subject to OFAC’s trade and economic sanctions, currently Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine; or (b) not a physical or legal entity included on any U.S. prohibited parties lists, including the Department of Treasury’s Specially Designated Nationals List (“SDN List”) and Sectoral Sanctions List (“SSI List”). Furthermore, you agree not to sell, export, re-export, transfer, divert, or otherwise dispose of any services received from the provider in violation of these laws and regulations. Failure to comply with these laws and regulations may result in the suspension or termination of your Account.

5.8 You agree to comply with all applicable export and import control laws and regulations in your use of the Services, and, in particular, you will not use the Services to export or re-export data or software without the required United States and foreign government licenses. You assume full legal responsibility for any access to and use of the Services from outside the United States, fully understanding that such access or use may constitute an export of technology and technical data that may implicate export regulations and/or require an export license.

5.9 You shall utilize appropriate security protocols, such as setting strong passwords and access control mechanisms, safeguarding access to all logins and passwords, and verifying the trustworthiness of those entrusted with account access information. You are solely responsible for any unauthorized access to your Account and must immediately notify the provider of any unauthorized access upon becoming aware of it.

5.10 You shall notify the provider if and when you learn of any security incidents or breaches affecting the Website or Services, including unauthorized access to your Account or account credentials, and shall cooperate in any investigation or legal proceedings undertaken by authorities and/or the provider to investigate and remedy the security incident or breach to the extent caused by your Account or your use of the Website and Services.

6. Payments and Billing

6.1 We use third-party payment processors (the “Payment Processors”) to bill you through the payment account(s) linked to your Account (your “Billing Information”). The processing of payments may be governed by the terms, conditions, and policies of the Payment Processors in addition to this TOS. We are not responsible for the actions or omissions of the Payment Processors. You agree to pay us, through the Payment Processors or otherwise agreed upon by Gehirn, all amounts for Services you select or use at the applicable prices in accordance with our pricing and billing policies upon logging into your Account, and you hereby authorize us and the applicable Payment Processors to charge all such amounts (including all applicable taxes) to the payment method(s) specified in or linked to your Account (your “Payment Method”).

6.2 You must provide current, complete, and accurate information for your Account and Billing Information, and must promptly update all such information in the event of any changes (such as a change in billing address, credit card number, or credit card expiration date). You must promptly notify us or our Payment Processors if your Payment Method is canceled (e.g., due to loss or theft) or otherwise inoperable. Changes to such information can be made in your account settings.

6.3 By entering into this TOS and using the Services, you agree to be billed on a recurring basis and to be automatically charged by us or our Payment Processors using your Payment Method upon invoicing. If your Payment Method or payment of fees is governed by other terms, as set forth in order forms, invoices, or otherwise, those other terms will apply in addition to this TOS. You may also be billed up to your current balance at any time for the purpose of verifying the accuracy of your account information. We reserve the right to deactivate, terminate, prevent access to, disable services for, and/or delete any Accounts or access to the Website and Services at any time at our sole discretion, including for nonpayment, late payment, or failure to charge your Payment Method upon invoicing.

6.4 You are responsible for any duties, customs fees, taxes, and related penalties, fines, audits, interest, and back-payments relating to your purchase of the Services, including, but not limited to, national, state or local sales taxes, use taxes, value-added taxes (VAT), and goods and services taxes (GST) (collectively, “Taxes”). Unless otherwise stated, our pricing policies do not include or provide for any discounts or enhancements for such Taxes. If we become obligated to collect or pay Taxes in connection with your purchase of the Services, those Taxes will be invoiced to you as part of the billing process or collected at the time of purchase. In certain states, countries, and territories, we may determine if your purchase of Services is subject to specific Taxes, and if so, may collect such Taxes and remit them to the appropriate tax authority. If you believe that a specific Tax does not apply or that some amount must be withheld from payments to us, you must promptly provide us with a tax certificate, withholding receipt, tax identifier (e.g., VAT ID), or other adequate proof, provided such information is valid and sufficiently authorized by the relevant taxing authorities. You must also provide us with any tax identification information that is necessary for us to comply with our tax obligations, as we determine from time to time. You will be solely responsible for any misrepresentations or non-compliance caused by you regarding Taxes, whether in relation to us or other parties, including any penalties, fines, audits, interest, back-payments, or further taxes associated with such misrepresentations or non-compliance.

6.5 We may offer Service credits from time to time, and any provision of such credits is governed by the disclosures, terms, and policies concerning the credits. You acknowledge and agree that all credits, whether previously offered or otherwise, are revocable or subject to early expiration at any time and for any reason, or no reason at all, by us, including for abuse, misrepresentation of Account information, unauthorized transfer, or illegal conduct by you.

7. Third Party Services

The Website and Services may include links to third party websites, services, or other resources on the Internet (“Third Party Services”), and third party websites, services, or other resources may also include links to our Website and Services. When you access Third Party Services on the Internet, you do so at your own risk. These Third Party Services are not under our control, and, to the fullest extent permitted by law, we are not responsible or liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of such resources. The inclusion of any such link does not imply our endorsement or any association between us and any third party. To the fullest extent permitted by law, we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused in connection with the use of or reliance on any such Third Party Services.

8. Confidentiality and Beta Services

8.1 To the extent that you receive or possess any non-public information from us that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be understood to be confidential, such information constitutes our “Confidential Information” and must be handled in accordance with this TOS. Confidential Information includes, without limitation: (a) non-public information about our technologies, customers, business plans, marketing and sales activities, finances, operations, and other business information; and (b) the existence and content of our discussions or negotiations with you regarding your Account and/or use of the Services. Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this TOS; (ii) can be documented as known to you at the time of your receipt from us; (iii) is received from a third party who did not acquire or disclose the information through wrongful or tortious conduct or in violation of our or any third party’s rights; or (iv) can be documented as independently developed by you without reference to the Confidential Information.

8.2 You may not use Confidential Information except in connection with your use of the Services as permitted under this TOS or as separately authorized in a signed writing by us. You agree not to disclose Confidential Information during the term of this TOS, after you cease using the Services, and after this TOS otherwise no longer applies. You will take all reasonable measures to avoid disclosure or unauthorized use of Confidential Information, including at least the measures you take to protect your own confidential information of a similar nature.

8.3 We may offer access to or use of certain features, technologies, data center regions, and services that are not yet generally available, including, without limitation, any products, services, or features labeled “beta,” “preview,” “pre-release,” or “experimental” (each, a “Beta Service”). You must comply with all terms related to any Beta Service as posted on the Website or otherwise made available to you. We may add or modify terms, including lowering or raising any usage limits, related to access to or use of any Beta Services at any time. Service Level Agreements do not apply to Beta Services.

8.4 You may provide us with information related to your access to, use of, testing, or evaluation of Beta Services, including observations or information regarding the performance, features, and functionality of Beta Services (“Test Observations”). We will own and may use and evaluate all Test Observations for our own purposes. You will not use any Test Observations except for your internal evaluation purposes of any Beta Service. Suggestions related to a Beta Service and any other information about or involving (including the existence of) any Beta Service are considered Confidential Information.

8.5. We may suspend or terminate your access to or use of any Beta Service at any time. Your access to and use of each Beta Service will automatically terminate upon the release of the corresponding Beta Service to general availability or upon notice of termination from us. Notwithstanding any provisions to the contrary in the TOS, upon any suspension or termination of your access to or use of any Beta Service for any reason: (a) you will have no further rights to access or use the corresponding Beta Service, and (b) your Customer Traffic used in the corresponding Beta Service may be blocked.

8.6. WITHOUT LIMITING ANY DISCLAIMERS IN THIS TOS, BETA SERVICES ARE NOT READY FOR GENERAL RELEASE AND MAY CONTAIN ERRORS, DEFECTS, OR MALICIOUS COMPONENTS. ACCORDINGLY, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS TOS, WE PROVIDE YOU THE BETA SERVICES AND BETA REGIONS "AS IS". GEHIRN, ITS AFFILIATES, AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, REGARDING THE BETA SERVICES, INCLUDING ANY WARRANTIES THAT THE BETA SERVICES WILL BECOME GENERALLY AVAILABLE, BE UNINTERRUPTED, ERROR-FREE, OR FREE OF MALICIOUS COMPONENTS, OR THAT ANY CONTENT, INCLUDING YOUR SERVICE CONTENT, WILL BE SECURE OR OTHERWISE NOT LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, GEHIRN, ITS AFFILIATES, AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AS WELL AS ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. THE AGGREGATE LIABILITY OF GEHIRN, ITS AFFILIATES, AND LICENSORS FOR ANY BETA SERVICES SHALL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAID US UNDER THESE TERMS FOR THE SERVICES THAT GAVE RISE TO THE CLAIM DURING THE ONE MONTH PRIOR TO THE CLAIM.

9. No Warranty

9.1 The Website and Services, including without limitation any content delivered as a part thereof, are provided “as is” and on an “as available” basis. Gehirn disclaims all warranties of any kind, whether express or implied, relating to the Website and Services and all content delivered in connection thereto, including but not limited to: (a) any implied warranty of merchantability, fitness for a particular purpose, title, quiet enjoyment, or non-infringement; (b) any warranty arising out of course of dealing, usage, or trade; or (c) any warranty relating to availability, accuracy, error rate, system integrity, or uninterrupted access. We do not warrant that: (i) the Website or Services will be secure or available at any particular time or location; (ii) any defects or errors will be corrected; or (iii) the results of using the Website or Services will meet your requirements.

9.2 Gehirn is not responsible for the content that you access through your use of the Website, Services, or content of other users of Gehirn or other third parties. To the extent permitted by applicable law, you release us from all liability relating to such content. You acknowledge and agree that we make no representations concerning any content contained in or accessed through the Website or content of other users of Gehirn or other third parties, and that we are not responsible or liable for the accuracy, quality, legality, or other attributes of such content.

9.3 The limitations, exclusions, and disclaimers in this Section 9 apply to the fullest extent permitted by law. Gehirn does not disclaim any warranty or other right that Gehirn is prohibited from disclaiming under applicable law.

10. Limitation of Liability

10.1 To the fullest extent permitted by law, we will not be liable to you under any circumstances for any indirect, incidental, special, consequential, or punitive damages (including damages for loss of profits, goodwill, or any other intangible losses) arising out of or relating to your access to or use of, or your inability to access or use, the Website and Services, or any materials or content on the Website and Services, whether based on warranty, contract, tort (including negligence), statute, or any other legal theory, and whether or not we have been informed of the possibility of such damages. To the fullest extent permitted by law, you agree that we will have no liability for any actions related to your Customer Traffic.

10.2 Except as provided in Section 13 and to the fullest extent permitted by law, our aggregate liability to you for all claims arising out of or relating to this TOS or the Website and Services, whether in contract, tort, or otherwise, is limited to the amount you paid to us for the Services at issue in the month prior to the event or circumstance giving rise to the claim.

10.3 Each provision of this TOS that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended to, and does, allocate the risks between the parties under this TOS. This allocation is an essential element of the basis of the bargain between you and us. Each of these provisions is severable and independent of all other provisions of this TOS. The limitations in this section will apply even if any limited remedy fails of its essential purpose.

11. Indemnification

To the fullest extent permitted by law, you are responsible for your use of the Website and Services, and you shall defend, indemnify, and hold harmless us and our employees, officers, directors, agents, contractors, and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees and costs, that arise from or relate to your Customer Traffic, your End Users, or your access to or use of the Website and Services, including your breach of this TOS or applicable law, willful misconduct, negligence, illegal activity, breach of security or data, unauthorized access to or use of your Account, or infringement of a third party’s rights, including any intellectual property, confidentiality, property, or privacy right. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, without limiting your indemnification obligations with respect to that matter, in which event you will make best efforts to assist and cooperate with us in defending the matter at your expense.

12. Termination

While we prefer to give advance notice of termination, we reserve the right, in our sole discretion, to terminate your access to all or any part of the Website and/or Services at any time, with or without notice, effective immediately. Any such termination may result in the immediate forfeiture and destruction of data associated with your Account. Except as otherwise set forth herein or expressly agreed between the parties, any and all fees paid to us are non-refundable, and any and all fees still owed to us at the time of such termination shall be immediately due and payable. Upon termination, any and all rights granted to you by this TOS will immediately be terminated, and you must also promptly discontinue all use of the Website and/or Services. All provisions of this TOS which by their nature should reasonably be expected to survive termination shall survive termination, including Sections 2.1–2.4, 3, 4, 6, 8, 9, 10, 11, 12, 13, and 14.

13. Dispute Resolution and Arbitration

13.1 In the interest of resolving disputes between you and Gehirn in the most expedient and cost-effective manner, and except as described in Section 13.2, you and Gehirn agree that every dispute arising in connection with this TOS will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of this TOS, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this TOS, if applicable. You understand and agree that, by entering into this TOS, you and Gehirn are each waiving the right to a trial by jury or to participate in a class action.

13.2 Despite the other provisions of Section 13, nothing in this TOS will waive, preclude, or otherwise limit the right of either party to bring an individual action in small claims court.

13.3 Any arbitration between you and Gehirn will be settled under the Federal Arbitration Act and administered by the Arbitration Court of the Estonian Chamber of Commerce and Industry (“ECCI Arbitration Court”) under its Consumer Arbitration Rules (collectively, the “ECCI Rules”) as modified by this TOS. The ECCI Rules and filing forms are available online at www.koda.ee. For further information, you may contact the Arbitration Court by email at info@koda.ee. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

13.4 A party who intends to seek arbitration must first send a written notice of the dispute to the other party by registered Estonian Mail or by courier service (e.g., DHL – with signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Gehirn’s address for notice is: Gehirn OÜ, Harju maakond, Kuusalu vald, Pudisoo küla, Männimäe/1, 74626. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the dispute directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Gehirn may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Gehirn must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.

13.5 Any arbitration hearing will take place at a location to be agreed upon within the Republic of Estonia, preferably in Tallinn, unless otherwise determined by the parties. However, if the claim is for €10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; or (b) through a remote hearing (including audio or video communication) without the need for personal appearance. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards analogous to those in § 230 of the Estonian Code of Civil Procedure), then the payment of all fees will be governed by the ECCI Rules. In that case, you agree to reimburse Gehirn for all monies previously disbursed by it, including any reasonable attorneys’ fees and/or other fees or charges that are otherwise your obligation to pay under the ECCI Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

13.6 You and Gehirn agree that each may bring claims against the other only in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Further, unless both you and Gehirn agree otherwise, 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.

14. Miscellaneous Provisions

14.1 Updates and Modifications. Gehirn reserves the right to update, change, or otherwise modify this TOS on a going-forward basis at any time and in Gehirn’s sole discretion. If Gehirn updates this TOS, Gehirn may provide notice of such updates, such as by sending an email notification to the email address listed in your Account, and/or updating the “Last Updated” date at the beginning of this TOS. Updates will be effective on the date specified in the notice. By continuing to access or use the Website or Services after the date specified in the notice or the updated TOS, you are agreeing to accept and be bound by the updated TOS and all of the terms incorporated therein. If you do not agree to the updated TOS, then you may not continue to use the Website or Services, and your sole and exclusive remedy is to deactivate your Account and otherwise discontinue use of the Website and/or Services.

14.2 General. This TOS, including all documents expressly incorporated by reference herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No provision of any purchase order, agreement, or business form employed by a User, including any electronic invoicing portals and vendor registration processes, will supersede the terms and conditions of this TOS, and any such document relating to this TOS shall be for administrative purposes only and shall have no legal effect. Use of section headers in this TOS is for convenience only and will not have any impact on the interpretation of any provision. Any use of the singular shall be reasonably construed as if it also includes the plural, and vice versa. If not already specified, any use of “including” or “such as” shall be construed to mean “including but not limited to.” If any part of this TOS is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of this TOS, or any provision of this TOS, be a waiver of any subsequent breach or default or a waiver of the provision itself.

14.3 Assignment. You may not assign, transfer, or delegate this TOS or any of your rights and obligations under the TOS, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign, transfer, or delegate this TOS or our rights and obligations under this TOS without notice or consent. Subject to this section, this TOS will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns, and any assignment or transfer in violation of this section will be void.

14.4 Governing Law. This TOS and any dispute related thereto (including under Section 13) is governed by the laws of the Republic of Estonia without regard to conflict of law principles. Subject to Section 13, you and Gehirn submit to the personal and exclusive jurisdiction of the courts of the Republic of Estonia for resolution of any lawsuit or court proceeding permitted under this TOS.

14.5 Notice. You must send notices by registered mail via Eesti Post or by courier service (with signature requirement and delivery confirmation) to the following address: Gehirn OÜ, Harju maakond, Kuusalu vald, Pudisoo küla, Männimäe/1, 74626, Estonia. You agree to receive electronic notices from us, which will be sent by email to the email address associated with your Account. Notices are effective as of the date indicated in the delivery confirmation or, in the case of email, as of the date of dispatch. You are responsible for ensuring the accuracy and currency of the email address associated with your Account. Any email notice we send to that email address is effective upon sending, regardless of whether you actually receive it.

14.6 Consent to Electronic Communications. By using the Website and/or the Services, you consent to receiving certain electronic communications from us, as further described in our Privacy Policy. Please review our Privacy Policy to learn more about our electronic communication practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal requirements for communications, including that such communications be in writing.

14.7 Relationship of the Parties. The parties are independent contractors. These Terms of Service do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has authority to bind the other.

14.8 Force Majeure. Gehirn shall not be held liable for failure to perform under this Agreement to the extent that Gehirn is unable to fulfill its obligations as a result of any act or event that occurred and is beyond the reasonable control of Gehirn, including, without limitation, natural disasters, war, civil unrest or insurrection, strikes, any action by a governmental authority, weather conditions, quarantine, fire, flood, earthquake, explosion, utility or telecommunications outages, Internet failures, epidemic, pandemic, or any unforeseen change of circumstances or any other causes beyond our reasonable control.

14.9 No Third-Party Beneficiaries. These Terms of Service do not create any rights of third-party beneficiaries for any individual or organization that is not a party to these Terms of Service.