Effective date: May 13th, 2022
Welcome to abillion. Please read on to learn the rules and restrictions that govern your use of our website(s), products, services and applications (the “Services”), including, without limitation, any request to receive information about, or to purchase any products made available through our Services (each, a “Product”). In addition to these Terms, your purchase of any Products will also be governed by any other terms made available by us to you during the sales process. If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at:
Email: [email protected]
Address: 120 Robinson Road, Suite 1215, Singapore 068913
Please read these Terms carefully. They cover important information about Services provided to you and any charges, taxes, and fees we bill you. These Terms include information about future changes to these Terms, automatic renewals, limitations of liability, a class action waiver and resolution of disputes by arbitration instead of in court. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.
ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
We are constantly trying to improve our Services and Products made available through the Services, so these Terms may need to change along with our Services and such Products. We reserve the right to change the Terms at any time, but if we do, we will place a notice on our site located at abillion.com, send you an email, and/or notify you by some other means.
If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.
Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.
The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13 years of age. We do not knowingly collect or solicit personally identifiable information from children under 16 years of age; if you are a child under 16 years of age, please do not attempt to register for or otherwise use the Services or send us any personal information. If we learn we have collected personal information from a child under 16 years of age, we will delete that information as quickly as possible. If you believe that a child under 16 years of age may have provided us personal information, please contact us at [email protected].
You may be required to sign up for an account, select a password and user name (“abillion User ID”), and provide us with certain information or data, such as your contact information. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your abillion User ID a name that you do not have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.
You represent and warrant that you are an individual of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Services and have gotten your parent or guardian to agree to these Terms on your behalf). If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization’s or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).
You will only use the Services for your own internal, personal, commercial (solely to the extent provided by these Terms and the functionality of the Services) use, and not on behalf of or for the benefit of any third party. You will comply with all laws that apply to you, , your use of the Services, and your actions and omissions that relate to the Services (for example, Sellers must comply with all laws that relate to the Seller Goods (as defined below)). If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.
You will not share your abillion User ID, account or password with anyone, and you must protect the security of your abillion User ID, account, password and any other access tools or credentials. You’re responsible for any activity associated with your abillion User ID and account.
The Services provide a venue for users to interact with each other and to buy and sell products, goods and services. abillion connects those providing certain products, goods and services. abillion connects those providing certain products, goods and services (“Sellers”) and those looking to acquire those products, goods and services (“Buyers”). When we use the word “you” in these Terms, it refers to any user, regardless of whether he, she or they is a Seller or Buyer, while if we use one of those specific terms, it only applies to that category of user. abillion does not pre-screen any user, Content (defined below) or Seller Goods made available on the Service. abillion is not directly involved in transactions between Buyers and Sellers. The abillion marketplace may not be available in all locations. Always be sure to verify the location of Seller and whether the Seller Goods are available to you.
Before receiving products, goods or services from any Seller (“Seller Goods”), Buyers are responsible for making their own determinations that the Seller Goods are suitable. abillion is only responsible for connecting Sellers and Buyers, and can’t and won’t be responsible for making sure that Seller Goods are up to a certain standard of quality. abillion similarly can’t and won’t be responsible for ensuring that information (including credentials) a Buyer or Seller provides about himself, herself or their-self or about the Seller Goods being offered is accurate or up-to-date. We don’t control the actions of any Buyer or Seller, and Sellers aren’t our employees, agents or representatives.
abillion does not directly offer the Seller Goods. You hereby acknowledge that abillion does not supervise, direct, control or monitor the Seller Goods and expressly disclaims any responsibility and liability for the Seller Goods, including but not limited to any warranty or condition of quality or fitness for a particular purpose, or compliance with any law, regulation, or code. Without limiting the above, you agree that abillion is not responsible or liable for any of the following:
You are encouraged to use the features and functions available on the Services to communicate with other users and/or to find out more about Seller Goods, which a Seller has posted for sale. However, please exercise common sense and good judgment in your interactions with other users and follow our Community Guidelines. Although abillion endeavours to keep the Services safe for everyone, your use of the Services and any interactions between users (including between Buyers and Sellers) is entirely at your own risk.
Buyers and Sellers must not enter into separate agreements outside of abillion relating to Seller Goods (“Outside Agreements”). If you do enter into any Outside Agreement we may terminate your abillion account, and you acknowledge that abillion is not a party to and isn’t responsible for enforcing any Outside Agreement.
In using the marketplace features of the Services to create a listing and offer Seller Goods for sale, you agree to abide by the following:
Without limiting any other requirements of these Terms and abillion’s policies, you represent and warrant that with respect to each item that you offer for sale on the services that:
If you are a Seller who has accepted a Buyer’s offer for an item:
With respect to information that a Seller may receive concerning a Buyer, Seller agrees to abide by the following:
Depending on your jurisdiction, you may be required to provide taxpayer-identification information to abillion. We may be required to report tax information to local tax authorities. Therefore, abillion may require that you add your taxpayer name and tax ID to your abillion listing profile if you approach the local reporting thresholds. Your selling privileges may be suspended until you provide this information.
As a Buyer, if your offer for an Seller Good has been accepted by Seller, you agree to the following:
Buyer understands and agrees that images and packaging of Seller Goods may vary from that shown in the images on the Services. As many of the Seller Goods on the Service include fresh food products, it is not possible to provide guarantees as to the colour, shape, size, ripeness or cut, though you are welcome to get in touch with the Seller to see if they can satisfy your specific requests.
Although Sellers take reasonable steps to ensure that all information about their Seller Goods as advertised on our Service are accurate, occasionally such information may be incorrect, incomplete or out of date. In such circumstances, Seller reserves the right not to accept any order for the affected Seller Goods, or if your order has been accepted, not to supply the affected Seller Goods to you. In any case, you will be notified and you will not be charged for those Seller Goods.
If you have an allergy, we recommend that you contact the Seller directly before you place your order as only they will be able to confirm the ingredients of the Seller Goods and the environment in which they were produced or packaged.
Acceptance of orders. When you place an order through the Services, we will transmit it to Seller and you will receive a notification from us confirming that your order has been submitted. This does not mean that your order has been accepted. Once Seller has accepted your order, we will confirm acceptance of your order and the price for the Seller Goods you have ordered by email on Seller’s behalf (“Order Confirmation”). Once the Order Confirmation has been sent, a contract for the supply of the Seller Goods will be made between you and Seller. We will assign an order and basket numbers to your order and it will help us and Seller if you can provide the order number whenever you contact us or Seller about your order.
Rejection of orders. If Seller does not accept your order, they will be asked to explain why and you will receive a notification from us with their explanation. You will not be charged for Seller Goods included in any rejected order and you will receive a full refund in respect of those Seller Goods, unless you have agreed with Seller to adjust your order for it to be accepted by them in which case it will be an agreement between you and Seller. If price of an order has been adjusted, you will may be charged more or partially refunded, depending on the circumstances and pricing of the adjusted order. In the event of refunds any merchant processing fees will not be refunded.
Other restrictions on sale. The Services and the Seller Goods advertised on it are for personal, non-commercial and domestic use only. We reserve the right to refuse orders on behalf of Sellers that are clearly from businesses or that we consider are for commercial or other non-domestic purposes. To ensure availability on our Services, Sellers may limit the quantity of items that you can order.
As part of the Services, you may receive communications through the Services or from the Services, including messages that abillion sends to you (for example, via email or SMS) and interactions between users (either through the messaging functionality within the Services or other messaging functions (for example, email, SMS, phone). When signing up for the Services, you will receive a welcome message and instructions on how to stop receiving messages. By signing up for the Services and providing us with your wireless number, you confirm that you want abillion to send you information regarding your account or transactions with us or transactions between Buyers and Sellers, which may include abillion using automated dialing technology to text you at the wireless number you provided, and you agree to receive communications from abillion or sent through the Services on behalf of users, and you represent and warrant that each person you register for the Services or for whom you provide a wireless phone number has consented to receive communications from abillion. You agree to indemnify and hold abillion harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to your breach of the foregoing.
You represent, warrant, and agree that you will not provide or contribute anything, including any Content or User Submission (as those terms are defined below), to the Services, or otherwise use or interact with the Services, in a manner that:
A violation of any of the foregoing is grounds for termination of your right to use or access the Services.
The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Submissions (as defined below) and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including abillion's) rights.
Subject to these Terms, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for any purpose other than using the Services is expressly prohibited without prior written permission from us. You understand that abillion owns the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services. The Services may allow you to copy or download certain Content, but please remember that even where these functionalities exist, all the restrictions in this section still apply.
Anything that users, including Sellers and Buyers, post, upload, share, store, or otherwise provide through the Services is a “User Submission”. Some User Submissions may be viewable by other users. You are solely responsible for all User Submissions you contribute to the Services. You represent that all User Submissions submitted by you are accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations.
You agree that you will not post, upload, share, store, or otherwise provide through the Services any User Submissions that: (i) infringe any third party's copyrights or other rights (e.g., trademark, privacy rights, etc.); (ii) contain sexually explicit content or pornography; (iii) contain hateful, defamatory, or discriminatory content or incite hatred against any individual or group; (iv) exploit minors; (v) depict unlawful acts or extreme violence; (vi) depict animal cruelty or extreme violence towards animals; (vii) promote fraudulent schemes, multi-level marketing (MLM) schemes, get rich quick schemes, online gaming and gambling, cash gifting, work from home businesses, or any other dubious money-making ventures; (viii) that violate any law; or (ix) violate any policies for the Services posted by abillion.
By submitting User Submissions through the Services, you hereby do and shall grant abillion a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Submissions in connection with this site, the Services and our (and our successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of this site or the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds), and including after your termination of your account or the Services. You also hereby do and shall grant each user of this site and/or the Services a non-exclusive, perpetual license to access your User Submissions through this site and/or the Services, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions, including after your termination of your account or the Services. For clarity, the foregoing license grants to us and our users do not affect your other ownership or license rights in your User Submissions, including the right to grant additional licenses to your User Submissions, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.
Certain features of the Services allow you to share information with others, including through your social networks or other services where you have an account (“Third Party Accounts”). When Content is authorized for sharing, we will clearly identify the Content you are authorized to redistribute and the ways you may redistribute it, usually by providing a “share” button on or near the Content. If you share information from the Services with others through your Third Party Accounts, such as your social networks, you authorize abillion to share that information with the applicable Third Party Account provider. Please review the policies of any Third Party Account providers you share information with or through for additional information about how they may use your information. If you redistribute Content, you must be able to edit or delete any Content you redistribute, and you must edit or delete it promptly upon our request.
Finally, you understand and agree that abillion, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.
We respect others’ intellectual property rights, and we reserve the right to delete or disable Content alleged to be infringing, and to terminate the accounts of repeat alleged infringers; to review our complete Copyright Dispute Policy and learn how to report potentially infringing content, click here.
Any information or Content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such Content originated, and you access all such information and Content at your own risk, and we aren’t liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.
You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it.
The Services may contain links or connections to third-party websites or services that are not owned or controlled by abillion. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that abillion is not responsible for such risks.
Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that abillion shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
If there is a dispute between participants on this site or Services, or between users and any third party, you agree that abillion is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release abillion, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. You shall and hereby do waive any law of any jurisdiction, which says in substance: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
We’re always trying to improve our Products and Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We’ll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn’t always practical. We reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.
Products are offered at the prices set forth on our Paid Products page , and you may choose to purchase Products through the www.abillion.com/ website or our mobile applications. abillion may limit or cancel quantities of Products purchased, and it reserves the right to refuse any order. In the event abillion needs to make a change to an order, it will attempt to notify you by contacting the email address, billing address, and/or phone number provided at the time the order was made. The prices displayed are quoted in local currency. Prices are subject to change at any time. GST, VAT and other sales tax will be determined by the shipping address of the order and will automatically be added to the order. abillion is required by law to apply tax to orders to certain jurisdictions. Purchased Products will be shipped to the shipping address of the order. Information about our shipping rates and return policy can all be found on our Frequently Asked Questions page. Any payment terms presented to you in the process of purchasing Products are deemed part of these Terms.
Seller will provide the price of Seller Goods available through the abillion marketplace. Additional fees, charges and taxes may apply and will be specified in the checkout page as you conclude your purchase.
If you are a Seller on the Services, any Seller Goods that you sell through the Services will be subject to the fees and commissions set forth in our Fees and Pricing page , as may be revised from time to time (“Fees”). The Fees in effect at the time of purchase will be charged and deducted from the purchase price of the Seller Goods. abillion will automatically deduct all Fees from amounts paid by Buyers through the Services and the remaining amounts will be remitted to Seller by the Payment Processor in accordance with the Payment Processor terms and conditions then in effect.
The Services may be free or we may charge a fee for using the Services for our brand and restaurant business users. If you are using a free version of the Services, we will notify you before any Services you are then using begin carrying a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services. Note that if you elect to receive text messages through the Services, data and message rates may apply. Any and all such charges, fees or costs are your sole responsibility. You should consult with your wireless carrier to determine what rates, charges, fees or costs may apply to your use of the Services.
abillion is also free to terminate (or suspend access to) your use of the Services or your account for any reason in our discretion, including your breach of these Terms. abillion has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms; for example, a Buyer who believes that a Seller may be in breach of these Terms is not able to enforce these Terms against that Seller.
Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account. We will try to provide advance notice to you prior to our terminating your account so that you are able to retrieve any important User Submissions you may have stored in your account (to the extent allowed by law and these Terms), but we may not do so if we determine it would be impractical, illegal, not in the interest of someone’s safety or security, or otherwise harmful to the rights or property of abillion.
If you have deleted your account by mistake, contact us immediately at [email protected] – we will try to help, but unfortunately, we can’t promise that we can recover or restore anything.
Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration agreement.
Through our mobile applications, you may purchase (“In-App Purchase”) certain goods or features designed to enhance the performance of the Services. When you make an In-App Purchase, you are doing so through either the Apple iTunes service or the Google Play service and you are agreeing to their respective Terms and Conditions, available at http://www.apple.com/legal/internet-services/itunes/us/terms.html and http://play.google.com/intl/en_us/about/play-terms.html . abillion is not a party to any In-App Purchase
These Terms apply to your use of all the Services, including our iOS applications (the “Application”) available via the Apple, Inc. (“Apple”) App Store, but the following additional terms also apply to the Application:
From time to time abillion may offer rewards or incentives for referring others to the Services. For details of any current referral offers, please see our referral page. The referring user (“Referrer”) may refer individuals or entities who are neither current customers of abillion nor registered users of the Services (“Referee”). A registered user is a person or entity that already has an existing account with abillion. There is no limit to the number of referrals that Referrer can make, nor the cumulative rewards or incentives that the Referrer may receive through such special offer, unless otherwise indicated. Referrer will receive the stated reward or incentive for each Referee sent by the Referrer that completes the required action described in that specific offer (such as signing up for an account or making a purchase). All Referees must be first-time recipients of the offer, and multiple referrals to the same individual or entity will be disregarded. abillion reserves the right to modify or terminate any special offers at any time and to revoke from Referrer and Referee the special offer at abillion's discretion for any reason or for no reason whatsoever. If abillion determines that Referrer or Referee is attempting to obtain unfair advantage or otherwise violate the terms or spirit of such special offer, abillion reserves the right to (a) revoke any rewards or incentives issued to either Referrer or Referee and/or (b) charge the Referrer or Referee for any rewards or incentives (1) used by Referrer or Referee prior to such revocation or (2) issued by abillion to any ineligible Referrer or Referee. All special offers are subject to any other terms, conditions and restrictions set forth on the Services or presented in connection with the special offer.
Items You Purchase. You understand that abillion does not manufacture, store, or inspect any of the Seller Goods sold through our Services. We provide the venue; the items in our marketplaces are produced, listed, and sold directly by independent sellers, so abillion cannot and does not make any warranties about their quality, safety, authenticity, or their legality. Any legal claim related to any Seller Goods you purchase must be brought directly against the Seller of the item. You release abillion from any claims related to items sold through our Services, including for defective items, misrepresentations by sellers, or items that caused physical injury (like product liability claims).
Warranty Disclaimer. abillion and its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (abillion and all such parties together, the “abillion Parties”) make no representations or warranties concerning the Services, Products, Seller Goods, including without limitation regarding any Content contained in or accessed through the Services or any Products, and the abillion Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services or any claims, actions, suits procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to your participation in, the Services. The abillion Parties make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through or in connection with the Services including, without limitation, any Products, including any Seller Goods. Products and services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided “AS-IS” and without any warranty of any kind from the abillion Parties or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product). THE SERVICES AND CONTENT ARE PROVIDED BY ABILLION (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE ABILLION PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) ONE-HUNDRED ($100) DOLLARS OR (II) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO ABILLION IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
Indemnity. You agree to indemnify and hold the abillion Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and any Products, and (b) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without abillion's prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
Choice of Law. These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of Delaware, without regard to the conflicts of laws provisions thereof.
Arbitration Agreement. Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with abillion and limits the manner in which you can seek relief from abillion. Both you and abillion acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, abillion's officers, directors, employees and independent contractors (“Personnel”) are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.
Miscllenaous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the abillion may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms are found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and abillion agree that these Terms are the complete and exclusive statement of the mutual understanding between you and abillion, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of abillion, and you do not have any authority of any kind to bind abillion in any respect whatsoever.
Except as expressly set forth in the sections above regarding the Apple Application and the arbitration agreement, you and abillion agree there are no third-party beneficiaries intended under these Terms.