Effective date: November 21, 2021
2. All references to the App and the Website in these Terms and Conditions shall be deemed to include references to “Content”. “Content” means any elements of the App and Website, including but not limited to graphics, music and sounds, text, all messages or items of information, names, themes, objects, effects, characters, diagrams, concepts, videos, audio-visual effects, and domain names. includes any elements that might be created by you and other users, called “User Generated Content”
3. Please read these Terms and Conditions of Use carefully before you download, install, or use the App or use the Website (as the case may be). By downloading, installing, or using the App or using the Website (as the case may be), you indicate that you accept these Terms and Conditions of Use and that you unconditionally and irrevocably agree to abide by them. Your download, installation, or use of the App and/or your access to and use of the Website (as the case may be) constitutes your unconditional and irrevocable acceptance of these Terms and Conditions of Use which takes effect on the date on which you first download, install or use the App or access to the Website (as the case may be). If you do not agree with these Terms and Conditions of Use, you should cease downloading, installing, or using the App and/or cease accessing the Website (as the case may be) immediately.
6. To download, install, access or use the App and to use the Website, you must be 18 years of age or over. If you are under 18 and you wish to use download, install, access or use the App or use the Website, you must get consent from your parent or guardian before doing so.
7. We currently own and manage the Website, and we also operate the software underlying and required for your use of the App from the United States of America and it is possible that some downloads from the App and/or the Website could be subject to government export controls or other restrictions. If you download anything from or use the App or the Website, you represent that you are not subject to such controls or restrictions. We make no representation whatsoever and given no warranty that the App or the Website or anything is appropriate, permissible or available for use within or outside the United States of America and using the App or the Website from territories in which such use or the information available from such use is illegal, restricted or not permitted, is expressly prohibited. If you choose to access or use the App or the Website from or in locations within or outside of the United States of America, you do so entirely at your own risk and on your own initiative and you are responsible for:
(a) ensuring that what you are doing in that country is legal;
(b) the consequences and compliance by you with all applicable laws, regulations, byelaws, codes of practice, licences, registrations, permits and authorisations (including any laws that relate to businesses providing services);
(c) all access to the Website;
(d) all access to the App through your mobile device; and
(e) for bringing these Terms and Conditions of Use to the attention of all such persons who (i) access the Website from any device; and/or (ii) access the App through your mobile device or through their own mobile devices in conjunction with you and/or your own mobile device.
8. Use of the App and/or the Website does not include the provision of any device or mobile device or other necessary equipment to access the App or the Website or use them. To download, install and use the App, and/or to use the Website, you will require your own device or mobile device and internet connectivity and appropriate telecommunication links. We shall not have any responsibility or liability whatsoever or howsoever arising for any telephone, internet, hardware and/or other costs you may incur at any time.
9. You shall not in any way use the App or the Website or submit to us or to the App or the Website or to any user of the App or the Website anything which in any respect:
(a) is in breach of any law, statute, regulation or byelaw of any applicable jurisdiction;
(b) is fraudulent, criminal or unlawful;
(c) is inaccurate or out-of-date;
(d) may be obscene, indecent, pornographic, vulgar, profane, racist, sexist, discriminatory, offensive, derogatory, harmful, harassing, threatening, embarrassing, malicious, abusive, hateful, menacing, defamatory, untrue or political;
(e) impersonates any other person or body or misrepresents a relationship with any person or body;
(f) may infringe or breach the copyright or any intellectual property rights (including without limitation copyright, trademark rights and broadcasting rights) or privacy or other rights of us or any third party;
(g) may be contrary to our interests;
(h) is contrary to any specific rule or requirement that we stipulate on the App or the Website in relation to a particular part of the App or the Website or the App or Website generally; or
(i) involves your use, delivery or transmission of any viruses, unsolicited emails,
trojan horses, trap doors, back doors, easter eggs, worms, time bombs, cancelbots or computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
10. You agree not to reproduce, duplicate, copy or re-sell the App or the Website or any part of the App or Website save as may be expressly permitted by these Terms and Conditions of Use.
11. You agree not to access without authority, interfere with, damage or disrupt:
(a) any part of the App or the Website;
(b) any equipment or network on which the App or the Website may stored, unless
that equipment belongs to you;
(c) any software used in, or in the provision of, the App or the Website; or
(d) any equipment or network or software owned or used by any third party.
12. You hereby grant to us an irrevocable, royalty-free, worldwide, assignable, sub- licensable licence to use any material which you submit to us or the App or the Website for the purpose of use on the App or the Website or for generally marketing (by any means and in any media, including, but not limited to, on our Website or in our journals) our services. You agree that you waive your moral rights to be identified as the author and we may modify your submission.
14. For purposes of these Terms and Conditions of Use, "Intellectual Property Rights" are patents, rights to inventions, copyright and related rights, trademarks, trade names, neighbouring rights, right of publicity, commercial secrets, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
15. This section will continue to apply after any termination of your use and/or access of the FrostByte Software, the Website and/or the App. “Derived Content” means any content, software, code, Intellectual Property Rights, data, information, materials of whatsoever nature and stored or recorded or communicated on whatsoever medium, that you produce or create from any content, software, code, Intellectual Property Rights, data, information, materials comprising or appearing in or on or forming part of all or any of the FrostByte Software, the Website and/or the App. We are the sole owner of all Intellectual Property Rights relating to Derived Content. You hereby irrevocably assign to us, with full title guarantee, free of charge, all Intellectual Property Rights and rights of use you may have over Derived Content, on a worldwide basis and for the period of protection of each right. We may file or register any application for Intellectual Property Rights relating to Derived Content in our name, in all countries in the world. In this respect, you must sign and supply any document in particular, deed of transfer, requested by us for all registration purposes ; and provide all necessary assistance to us, at our expense, in any related action or procedure. In the event that a competent court rules that some or all of your rights in Derived Content cannot be validly transferred to us, you hereby grant us a perpetual, royalty- free, exclusive, irrevocable, transferable, sublicensable to other users, worldwide licence to use, copy, host, reproduce, represent, modify, display, distribute, publicly perform, publicly display and, in general, otherwise exploit, online and offline, Derived Content for any purpose, without you necessarily being mentioned as the source of such Derived Content. You cannot use the Derived Content other than under the these Terms and Conditions of Use. We hereby grant you a non-exclusive and non- transferable personal licence, revocable at all times, to use for non-commercial purposes the Derived Content you have produced throughout the world and for the duration of your non-commercial use or exploitation of the FrostByte Software, the Website and the App, solely in order to record it on your console, computer, mobile terminal or any medium you use to access the FrostByte Software, the App and the Website and share it with other users of the FrostByte Software, the App and the Website. If your User Generated Content or the Derived Content reproduces your image, you acknowledge that we have a right to use your image throughout the world and for the whole duration of the usage of the FrostByte Software, the Website and the App by you and/or other users. If your User Generated Content or the Derived Content features the image of any person other than yourself, you warrant that you have received the permission of such person for the use of his/her image by us, and you hereby agree from time to time and at all times to fully and effectively indemnify us and hold us harmless for any and all losses and damages (of whatsoever nature or howsoever arising) which we may incur or be liable for in the event of a complaint, action or claim by such other person concerning the use by us of his/her image, derived from your User Generated Content or the Derived Content. 11.3 UGC you create independently from pre-existing Ubisoft Content (“Independent UGC”). You hereby grant us, and our licensees, distributors, partners, agents, representatives a perpetual, royalty-free, non-exclusive, irrevocable, transferable (in whole or part) worldwide licence to use, copy, host, reproduce, represent, modify, display, distribute, publicly perform, publicly display and, in general, otherwise exploit, online and offline, any User Generated Content you create independently of the FrostByte Software, the Website and/or the App (including all Intellectual Property Rights therein) in whole or in part (“Independent UGC”), for any purpose. In all cases for both Derived Content and Independent UGC, unless otherwise specifically authorized by us, the ability to create User Generated Content does not entitle you to any payment or any other kind of monetization/benefits when the User Generated Content is made available to other users. You warrant to us that your User Generated Content does not infringe the Intellectual Property Rights or other rights of any third party, does not constitute an act of unfair competition; and does not require that we obtain further licenses from or pay royalties or compensation to or provide any attribution to any third parties, and that you are personally responsible for the User Generated Content you create, use and/or publish. To the extent permissible under applicable law, you waive your moral rights in all your User Generated Content and any broadly equivalent rights you may have in any territory of the world, and you vouch for the obtaining of the same agreement from any other person who might invoke moral rights over your User Generated Content.
16. We may propose that you test versions of the FrostByte Software, the Website and/or the App which are not yet commercially released (for example during alpha and beta phases, playtests, etc.), in order to identify bugs and errors and/or help improve their functioning (“Beta Tests”). If you are eligible and agree to take part in a Beta Test:
(a) You will first sign and return to us a confidentiality agreement and any other document that we deem appropriate;
(b) You recognize that the beta version of the FrostByte Software, the Website and/or the App (“Test Versions”) belong to us and are highly confidential;
(c) We may ask you for your reactions and suggestions;
(d) All such reactions and suggestions communicated to us in the course of the
Beta Tests will be our exclusive property;
(e) Test Versions are supplied to you “as is” and “according to availability” without
any explicit or implicit guarantee of any kind; and you understand that you use the Test Versions at your own risk, that they may include bugs and that your progression and data associated to the Beta Test may be erased at any time;
(f) You agree that any violation of your obligations for Beta Tests would cause us irreparable damage and that we would be entitled to take any action to prevent any breach or risk of a breach of your obligations or to obtain compensation for the damage incurred.
17. You may submit reviews, comments, suggestions, proposals, materials or other feedback (“Submissions”) in respect of the FrostByte Software, the App and/or the Website. We appreciate your enthusiasm, but you acknowledge that we have no obligation concerning unsolicited Submissions, including but not limited to, no obligation to accept, consider, review, or return any materials or acknowledge receipt of any Submissions. You agree that products, services, or features developed or published by us might appear to be similar or identical to such unsolicited Submissions.
18. Commentary and other materials available on the App and the Website are not intended to amount to advice on which any reliance whatsoever should be placed. Subject to paragraphs 30 to 36 below, we therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any user of the App and the Website, or by anyone who may be informed of any of its contents.
19. You assume sole responsibility for use of the App and the Website. We shall have no liability for any damage caused by errors or omissions in any information, instructions, or scripts in the coding of the App and the Website.
20. You agree to always comply with any instructions for use of the App and the Website which we make from time to time.
21. If you choose, or you are provided with, a user identification code, password, or any other piece of information as part of the security procedures inherent in the App or the Website, you must treat such information as confidential, and you must not disclose it to any third party.
Availability of the App, Security & Accuracy
22. We make no warranty that your access to the App or the Website will be uninterrupted, timely or error-free. In addition, we may occasionally need to carry out repairs, maintenance or introduce new facilities and functions.
23. Access to the App and/or the Website may be suspended or withdrawn to or from you personally or all users temporarily or permanently at any time and without notice. We may also impose restrictions on the length and manner of usage of any part of the App and/or the Website for any reason.
24. We do not warrant that the App or the Website will be compatible with all hardware and software which you may use. We shall not be liable for damage to, or viruses or other code that may affect, any equipment (including but not limited to your mobile device), software, data or other property as a result of your download, installation, access to or use of the App or the Website or your obtaining any material from, or as a result of using, the App or the Website. We shall also not be liable for the actions of third parties.
25. We may change or update the App and/or the Website and anything described in it without notice to you. If the need arises, we may suspend access to the App and/or the Website, or close either or both of them indefinitely.
26. We reserve the right at any time to modify the prices of the subscription services of the App, as well as the nature and functionality of the subscription services in the App. We reserve the right to remove or add any features and functionality of the App at any time, including premium subscription features and functionality. We reserve the right to modify the form and content of the Website at any time.
27. We make no representation or warranty, express or implied, that information on the App or the Website or the software comprising the App is correct or functional, and no warranty or representation, express or implied, is given that they are complete, accurate, up-to-date, fit for any particular purpose and, to the extent permitted by law, we do not accept any liability whatsoever or howsoever arising for any errors or omissions of whatsoever nature or howsoever arising. This shall not affect any obligation which we may have under any contract that we may have with you to provide you with products or services.
Independence from Platforms
28. The App is independent of any platform on which it is located. The App is not associated, affiliated, sponsored, endorsed or in any way linked to any platform operator, including, without limitation, Apple, Google, Android, or RIM Blackberry (each being an “Operator”).
29. Your download, installation, access to or use of the App is also bound by the terms and conditions of the Operator.
30. You and we acknowledge that these Terms and Conditions of Use are concluded between you and us only, and not with an Operator, and we, not those Operators, are solely responsible for the App and the content thereof to the extent specified in these Terms and Conditions of Use.
31. The license granted to you for the App is limited to a non-transferable license to use the App on a mobile device that you own or control and as permitted by and subject to these Terms and Conditions of Use and the End-User Licence Agreement.
32. We are solely responsible for providing any maintenance and support services with respect to the App as required under applicable law. You and we acknowledge that an Operator has no obligation whatsoever to furnish any maintenance and support services with respect to the App.
33. In the event of any failure of the App to conform to any applicable warranty, you may notify the relevant Operator and that Operator will refund the purchase or subscription price for the App (if any purchase price has been paid) to you; and, to the maximum extent permitted by applicable law, that Operator will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our sole responsibility subject to and to the extent provided for in these Terms and Conditions of Use and the
End-User Licence Agreement.
34. You and we acknowledge that we, not the relevant Operator, are responsible for addressing any claims of you or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (i) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (ii) claims arising under consumer protection or similar legislation.
35. You and we acknowledge that, in the event of any third-party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, we, not the relevant Operator, will be solely responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim; provided such infringement was caused by us.
36. You must comply with any applicable third-party terms of agreement when using the App (e.g. you must ensure that your use of the App is not in violation of your mobile device agreement or any wireless data service agreement).
37. You and we acknowledge and agree that the relevant Operator, and that Operator’s subsidiaries, are third party beneficiaries of these Terms and Conditions of Use, and that, upon your acceptance of these Terms and Conditions of Use, that Operator will have the right (and will be deemed to have accepted the right) to enforce these Terms and Conditions of Use against you as a third-party beneficiary thereof.
Limitation of Liability
38. YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY RELEASE FROSTBYTE AND ITS AFFILIATED ENTITIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF ANY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF, OR IN ANY WAY, CONNECTED WITH ANY DISPUTES ARISING BETWEEN YOU AND ANY SUPPLIERS, OR BETWEEN YOU AND OTHER APP OR WEBSITE USERS.
39. YOU ASSUME ALL RESPONSIBILITY AND RISK WITH RESPECT TO YOUR USE OF THE APP AND THE WEBSITE. THE APP AND THE WEBSITE ARE MADE AVAILABLE “AS IS,” AND “AS AVAILABLE”. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND ENDORSEMENTS, EXPRESS OR IMPLIED, WITH REGARD TO THE WEBSITE AND THE APP, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR ANY PARTICULAR PURPOSE. WE DO NOT WARRANT USE OF THE WEBSITE OR THE APP WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ERRORS WILL BE DETECTED OR CORRECTED IN A TIMELY MANNER OR OTHERWISE OR AT ALL. WE DO NOT ASSUME ANY LIABILITY OR RESPONSIBILITY FOR ANY COMPUTER VIRUSES, BUGS, MALICIOUS CODE OR OTHER HARMFUL COMPONENTS, DELAYS, INACCURACIES, ERRORS OR OMISSIONS, OR THE ACCURACY, COMPLETENESS, RELIABILITY OR USEFULNESS OF THE INFORMATION DISCLOSED OR ACCESSED THROUGH THE WEBSITE OR THE APP. WE HAVE NO DUTY TO UPDATE OR MODIFY THE WEBSITE OR THE APP AND WE ARE NOT LIABLE FOR OUR FAILURE TO DO SO. IN NO EVENT AND UNDER NO LEGAL OR EQUITABLE THEORY RULE OR PRINCIPLE (WHETHER TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE), SHALL WE OR ANY OF OUR AFFILIATED ENTITIES OR OUR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS OR AGENTS, BE LIABLE HEREUNDER OR OTHERWISE FOR ANY LOSS OR DAMAGE OF ANY KIND, DIRECT OR INDIRECT OR CONSEQUENTIAL, IN CONNECTION WITH OR ARISING FROM THE WEBSITE OR THE APP, THE USE OF THE WEBSITE OR THE APP OR OUR AGREEMENT WITH YOU CONCERNING THE WEBSITE OR THE APP, INCLUDING, BUT NOT LIMITED TO, COMPENSATORY, DIRECT, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES, LOST ANTICIPATED PROFITS, LOSS OF GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF WE HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IF WE ARE HELD LIABLE TO YOU IN A COURT OF COMPETENT JURISDICTION FOR ANY REASON, IN NO EVENT WILL WE BE LIABLE FOR ANY DAMAGES IN EXCESS OF ONE HUNDRED FIFTY DOLLARS (US$150.00). SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IF ANY LIMITATION ON REMEDIES, DAMAGES OR LIABILITY IS PROHIBITED OR RESTRICTED BY LAW, WE SHALL REMAIN ENTITLED TO THE MAXIMUM DISCLAIMERS AND LIMITATIONS AVAILABLE UNDER THIS AGREEMENT, AT LAW AND/OR IN EQUITY.
Your Representations and Warranties
40. You represent and warrant that (a) your use of the App and the Website will be in strict accordance with these Terms and Conditions of Use and with all applicable laws and regulations, including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and regarding the transmission of technical data exported from the United States or the country in which you reside and (b) your use of thee App and the Website will not infringe or misappropriate the intellectual property rights of any third party.
41. YOU HEREBY AGREE FROM TIME TO TIME AND AT ALL TIMES TO FULLY AND EFFECTIVELY INDEMNIFY AND HOLD HARMLESS FROSTBYTE AND EACH OF ITS AFFILIATED ENTITIES, AND OUR AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, AND OUR AND THEIR RESPECTIVE SHAREHOLDERS, STAKEHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, ADVERTISERS, SUPPLIERS, AND OPERATIONAL SERVICE PROVIDERS FROM AND AGAINST ANY AND ALL LOSSES, EXPENSES, DAMAGES, COSTS AND EXPENSES (INCLUDING ALL ATTORNEYS’ FEES) OF WHATSOEVER NATURE AND HOWSOEVER ARISING, RESULTING FROM YOUR USE OF THE APP AND/OR THE WEBSITE AND/OR ANY VIOLATION OF THE TERMS OF THESE TERMS AND CONDITIONS OF USE. WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENCE AND CONTROL OF ANY DEMAND, CLAIM OR ACTION ARISING HEREUNDER OR IN CONNECTION WITH THE APP AND/OR THE WEBSITE AND ALL NEGOTIATIONS FOR SETTLEMENT OR COMPROMISE. YOU AGREE TO COOPERATE WITH US FULLY AND PROMPTLY IN THE DEFENCE OF ANY SUCH DEMAND, CLAIM, ACTION, SETTLEMENT OR COMPROMISE NEGOTIATIONS, AS REQUESTED BY US AT ANY TIME.
42. The “FrostByte” name and logos and all related names, trademarks, service marks, design marks and slogans are the trademarks or service marks of us or our licensors.
Intellectual Property Rights
43. As between you and us, we are the sole and exclusive owner or the licensee of all Intellectual Property Rights in the Website and the App, and in the material published on the same. Those works are protected by copyright and trademark laws and treaties around the world. All such rights are fully and expressly reserved.
44. You may print off one copy, and may download extracts, of any page(s) from the Website or the App for your personal reference and you may draw the attention of others within your organisation to material available on the Website or the App.
45. You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
46. You must not use any part of the materials on the Website or the App for commercial purposes without first obtaining a license to do so from us or our licensors.
47. If you print off, copy or download any part of the Website or the App in breach of these Terms and Conditions of Use, your right to use the Website and the App will cease immediately and you must, at our option and at your cost, return or destroy any copies of the materials you have made.
Information About You & Your Use of the App
Third Party Websites
50. You must not without our permission:
(a) use or copy any material from the Website or the App, including, but not limited to, onto other websites or in other mobile applications; or
(b) frame any of the Website or the App onto your own or another person’s website or mobile application.
51. If any of these terms or any part thereof should be determined to be illegal, invalid or otherwise unenforceable by reason of the laws of any state or country in which these terms are intended to be effective, then to the extent and within the jurisdiction which that term is illegal, invalid or unenforceable, it shall be severed and deleted and the remaining Terms and Conditions of Use shall survive, remain in full force and effect and continue to be binding and enforceable, save that to the extent any term of part of any term of these Terms and Conditions of Use should be determined to be illegal, invalid or otherwise unenforceable it shall to the extent possible be deemed to be modified to the extent legally permissible to give effect to the intent of FrostByte as set out herein and the remaining portions and terms will remain in full force and effect.
52. You shall not assign or transfer or purport to assign or transfer the contract between you and us as set out in these Terms and Conditions of Use to any other person.
53. Except as expressly stated in these Terms and Conditions of Use, all warranties and conditions, whether express or implied by statute, common law or otherwise are hereby fully excluded to the extent permitted by law.
55. These Terms and Conditions of Use may only be modified by a written amendment signed by an authorized executive of the Company or by the posting from time to time of a revised version by us on the Website. Except to the extent applicable law, if any, provides otherwise, if you acquire or use the FrostByte Software, the Website and the App in the United States these Terms and Conditions of Use and any access to or use of the FrostByte Software, the Website and the App will be governed by the laws of the State of Delaware and you irrevocably agree that the courts of the State of Delaware have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms and Conditions of Use or its subject matter or formation (including non-contractual disputes or claims). If you acquire or use the FrostByte Software, the Website, and the App in Canada, unless expressly prohibited by local law, these Terms and Conditions of Use is governed by the laws in force in the Province of Ontario, Canada; and, in respect of any dispute which may arise hereunder, you consent to the jurisdiction of the federal and provincial courts sitting in Toronto, Ontario. If you acquire or use the FrostByte Software, the Website and the App in the European Union, Iceland, Norway, or Switzerland, then local law applies and you irrevocably agree that the courts of the relevant Member State of the European Union, Iceland, Norway, or Switzerland (as the case may be) have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms and Conditions of Use or its subject matter or formation (including non- contractual disputes or claims). If you acquired If you acquire or use the FrostByte Software, the Website and the App in any other country, then local law may apply and in such case you irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms and Conditions of Use or its subject matter or formation (including non- contractual disputes or claims).
56. All dealings, correspondence, and contacts between us shall be made or conducted in the English language. A waiver by either party of any term or condition of these Terms and Conditions of Use or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may not assign your rights under these Terms and Conditions of Use to any party; We may assign our rights under these Terms and Conditions of Use without condition. These Terms and Conditions of Use will be binding upon and will inure to the benefit of the parties, their successors, and permitted assigns.
57. We shall have no liability under these Terms and Conditions of Use if we are prevented from, or delayed in, performing our obligations or from carrying on our business by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, failure of a telecommunications network, act of God, war, riot, pandemic, malicious damage, compliance with any law or governmental order, accident, fire, flood or default of sub-contractors.