Terms of Service

Last Updated: October 2023

These Terms of Service (“Terms”) are a legal agreement between you (“you,” “your”, “user”) and Lemma-X DG Limited, a private limited company with its registered office at Smith’s House – 6/7 St. Stephen’s Green – Dublin 2 D02X827, Ireland (“LEMMA-X,” “we,” “our” or “us”) and govern your use of LEMMA-X’s services, including websites, mobile applications, software, hardware, and other products and services (collectively, the “Services”). By using the Services, you agree that you have read, understand, and accept all the terms and conditions contained in these Terms.

If you are an individual, you must be resident outside of the United States or one of its territories or of Canada, and at least 18 years old, or the age of the majority in your state of residence to use the Services. If you are using the Services on behalf of a business, you represent to us that you have authority to bind that business or entity to these terms, and that by entering into these terms, you are binding that business to comply with them.

WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION, TO MODIFY THESE TERMS OF SERVICE OR MODIFY, SUSPEND, OR TERMINATE ANY FEATURES OF THE SERVICES AT ANY TIME. IF WE MAKE MATERIAL CHANGES TO THESE TERMS, WE WILL PROVIDE YOU WITH NOTICE OF SUCH CHANGES BY SENDING YOU AN EMAIL OR PROVIDING NOTICE THROUGH THE WEBSITE OR OUR SERVICES. YOUR CONTINUED USE OF THE WEBSITE OR OUR SERVICES WILL CONFIRM YOUR ACCEPTANCE OF THE CHANGES, WHICH WILL TAKE EFFECT IN ACCORDANCE WITH OUR NOTICE TO YOU OR AS OTHERWISE REQUIRED BY APPLICABLE LAW. IF YOU DO NOT AGREE TO THE CHANGES PROPOSED, YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP USING OUR SERVICES.

YOU AND WE AGREE THAT ALL CLAIMS WILL BE RESOLVED BY BINDING ARBITRATION IN THE MANNER SPECIFIED IN SECTION 13 BELOW AND THAT YOU AND WE WAIVE ANY RIGHT TO BRING SUCH CLAIMS BEFORE ANY COURT OF LAW.

YOU AND WE FURTHER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS ACCESS TO DISCOVERY, ALSO MAY BE UNAVAILABLE OR LIMITED IN ARBITRATION.

YOU CONSENT TO ENTERING INTO THESE TERMS ELECTRONICALLY, AND TO STORAGE OF RECORDS RELATED TO THESE TERMS IN ELECTRONIC FORM.

LEMMA-X Services and Your Account

These Terms set forth the contractually binding terms that govern your use of the Services.

Your Account

The Services require you to create an account with LEMMA-X. If you are not signed into your account, you might not be able to access some portions or features of the Services. When creating an account, you agree to provide only accurate and complete information, and to keep your mailing address, email address and other contact information current in your LEMMA-X account profile. As part of creating your account and on an ongoing basis during your use of the Services, you agree to provide us with the information we request for the purposes of identity and jurisdictional verification and the detection of money laundering, terrorist financing, fraud, or any other financial crimes and agree to keep us updated if any of the information you provide changes. You are responsible for maintaining adequate security and control of any and all IDs, passwords, personal identification numbers, or any other codes that you use to access your LEMMA-X account and the Services. You must immediately notify LEMMA-X if you discover or otherwise suspect any unauthorized access to or use of your LEMMA-X account. You may not allow anyone else to use your LEMMA-X account, and we do not recognize or allow the transfer of accounts between users. You may not, and may not offer to, purchase, sell, gift, or trade any LEMMA-X account. Any such attempt shall be immediately null and void and may result in the termination and forfeiture of your LEMMA-X account. In response to a violation of these Terms by a user, LEMMA-X may, without derogation to any other rights and remedies, suspend or terminate the user’s LEMMA-X account or access to the Services.

Our Services

Through the Services, you may:

purchase platform currency from us using your credit or debit card, that can be used within the LEMMA-X platform and related content offered by games developers (“Partners”), to buy in game digital items (such platform currency and digital items respectively referred to herein as “Gamecoin” and “Digital Items”);
using either a credit / debit card and/or Gamecoin, purchase Digital Items either directly from Partners or from other users of Partners’ platforms – for all such purchases we will act as the merchant for the Digital Items that you purchase using the Services;
store and hold the Gamecoin and Digital Items in your account in accordance with the storage provisions at 1(c) below;
sell Digital Items for Gamecoin to other users of Partners’ platforms – for all such purchases we will act as the merchant for the Digital Items that you sell, providing you with Gamecoin in return for the sale; and
withdraw Gamecoin electronically to an external bank account, by selling your Gamecoin to us. Requests for sales of Gamecoin will be processed within 14 days of receipt by LEMMA-X of any tax reporting paperwork required by law and/or any other documents and approvals that may be required (including AML/KYC documentation and approval as required in LEMMA-X’s sole discretion) and we will provide you with fiat currency to the value of the Gamecoin that you hold (subject to any withdrawal fees). To the extent applicable law requires that withdrawal requests be processed in a shorter period of time than 14 days, LEMMA-X will process such withdrawal requests in accordance with such applicable law requirements.

Storage of Gamecoin and Digital Items

All Gamecoin and Digital Items held in your account will be held in trust by us for your benefit, on a custodial basis. Among other things, this means that:

Except as expressly provided in these Terms, title to the Gamecoin and Digital Items remains and shall at all times remain with you and shall not transfer to us. As the owner of the Gamecoin and Digital Items in your account, you bear all risk of loss of such Gamecoin and Digital Items. We shall not have any liability for fluctuations in the fiat currency value of the Gamecoin or Digital Items held on your behalf by us in your account.
None of the Gamecoin or Digital Items in your account are the property of, or shall or may be loaned to, us; We do not represent or treat assets in a user’s account as belonging to us. We may not grant a security interest in the Gamecoin or Digital Items held on your behalf in your account. We will not sell, transfer, loan, hypothecate, pledge or otherwise alienate Gamecoin or Digital Items held on your behalf in your account unless instructed by you in accordance with these Terms or compelled by a court of competent jurisdiction to do so.
You control the Gamecoin and Digital Items held on your behalf in your account, but subject to restrictions on transferability (see section 2 below). At any time, subject to outages, downtime, restrictions imposed by law or regulation or government order and other applicable policies, you may withdraw your Gamecoin in accordance with the process set out at section 1(b) above.
We may store any Gamecoin and Digital Items in your account with us in a “hot wallet”, “cold wallet” or other storage method in our sole discretion and we may change how we store such Gamecoin and Digital Items at any time and without prior notice.

Purchase Terms

In all scenarios, you will be buying Gamecoin and Digital Items from, or selling Digital Items to, us directly. We will send / deliver the Gamecoin and Digital Items you purchase to your account at the time a purchase or sale is made.

Through the Services, you will be able to purchase and sell Gamecoin and Digital Items from and to us, at the prices and subject to the applicable fees displayed at the time of the purchase or sale. The exact prices will be confirmed at the time an order is placed with us. The order is conditional upon actual receipt by us of the funds.

For purchases and receipts of Gamecoin and Digital Items, title to those will transfer to you from LEMMA-X when the Gamecoin or Digital Items arrive in your LEMMA-X account. For sales of Digital Items, title to those will transfer from you to LEMMA-X when you initiate the sale on the LEMMA-X platform.

2. Digital Items

While a website connected to the Services may provide information about the estimated market value of the Digital Items, the real-world fiat value of Digital Items are subject to volatility and change, and such Items could lose their value, both on an individual as well as a network-wide basis. LEMMA-X does not directly control and is not responsible for the value of Digital Items and makes no guarantee, express or implied, of their value in any fiat currency. LEMMA-X also makes no representation or warranty regarding the accuracy or timeliness of any information regarding the value of any Digital Items presented through the Services, and you agree that LEMMA-X shall bear no liability of any kind with respect to such information.

LEMMA-X does not provide investment, financial, tax, or legal advice. The information and applications provided in connection with the Services does not constitute investment advice, financial advice, trading advice, or any other sort of advice, and should not be treated by any user as such.

You should be aware that both Gamecoin and Digital Items are not transferrable outside of the platform in which they are first created and held, and (with respect to Digital Items only) can only be sold within those platforms via the Services, which allow you to list for sale your Digital Items for other users to purchase (via LEMMA-X, as set out in clause 1(b) above).

3. Termination

We reserve the right to terminate your rights to use our Services if you fail to comply with any aspect of our Terms. In addition, LEMMA-X in its sole discretion may terminate these Terms and/or terminate, suspend or modify your account or your access to the Services, with or without notice to you, at any time for any reason. You may terminate these Terms and/or your account at any time upon written notice to LEMMA-X, and upon such termination you shall lose the right to access or use the Services. Any terms that, by their nature, are intended to survive termination of these Terms will survive, including but not limited to Sections 3, 4, 8, 9, 11, 12 and 13.

4. Jurisdictional Issues and Taxes

You are responsible for compliance with all applicable laws. We reserve the right to limit the availability of the Services to any person or geographic area at any time. Any software or services offered on or through the Services may be subject to United States export controls. No software may be downloaded or otherwise exported or re-exported: (i) into any U.S. embargoed countries; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. As a condition of using the Services, you represent and warrant that: you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and you are not listed on any U.S. Government list of prohibited or restricted parties.

Additionally, you are solely responsible for any and all duties, taxes, levies or fees (including any sales, use or withholding taxes) imposed on or in connection with use of the Services by any taxing authority.

LEMMA-X’s local reporting obligations are not limited to payments you receive for transactions. If you receive any type of income, then these may be reportable payments by relevant tax authorities, and LEMMA-X will use reasonable endeavours to provide tax reporting information available to it with regard to your use of the Services. For the avoidance of doubt, you may have tax reporting and payment obligations regardless of whether you receive a tax reporting form from LEMMA-X and compliance with all such obligations is solely your responsibility.

5. Restrictions

You agree not to directly or indirectly take or attempt to take, or permit any third party, directly or indirectly to take or attempt to take, actions to:

a) Monitor, data mine, index, or access any material or information on any LEMMA-X system using any manual process or robot, spider, scraper, or other automated means;

b) Use any tool to enable features or functionalities that are otherwise disabled in the Services or to bypass or circumvent any technical limitations of the Services, or modify, decompile, disassemble, reverse engineer the Services, or determine or attempt to determine any source code, algorithms, methods or techniques used or embodied in the Services;

c) Interfere with the proper working of the Services, prevent access to or use of the Services by other users, or impose an unreasonable or disproportionately large load on our infrastructure;

d) Reproduce, copy, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material, information or Services from LEMMA-X;

e) Export the Services, which may be subject to export restrictions imposed by US law, including US Export Administration Regulations (15 C.F.R. Chapter VII) and related laws in other jurisdictions;

f) Engage in any activity that may be in violation of regulations administered by the United States Department of the Treasury’s Office of Foreign Asset Control and/or equivalent laws and regulations applied by the UK, European Union and other jurisdictions from where the Services are accessed. Prohibited activity includes but is not limited to the provision of Services to or for the benefit of a jurisdiction, entity, or individual blocked or prohibited by relevant sanctions authorities, including but not limited to activities in Iran, Cuba, North Korea, Syria, Russia or the Crimean Region of Ukraine. If found to be in apparent violation of these restrictions, your account could be terminated and your funds could be held for an indefinite period of time;

g) Use and benefit from the Services via a rental, lease, timesharing, service bureau or other arrangement;

h) Other than in accordance with these Terms, transfer or attempt to transfer any rights granted to you under these Terms;

i) Remove, alter, or conceal any copyright, trademark, patent or other proprietary notices, legends, symbols, or labels (including any watermark or other digital rights management technology or other information) contained on or within the Services;

j) Use the Services for any illegal activity or goods or in any way, in LEMMA-X’s sole judgment, that exposes you, other LEMMA-X users, our partners, LEMMA-X, or any other third party to harm, liability, damages, or detriment of any type;

k) Introduce, use or attempt to use any viruses, malware, or any other computer code, files, programs, software, routine, or device designed to interrupt, destroy, or limit the functionality or proper working of the Services or LEMMA-X’s systems or networks, including by engaging in, instigating, or facilitating any denial of service attack or similar conduct, or attempt to probe, scan, test the vulnerability of, or breach the security of any system or network;

l) Create a false identity, create a false account or accounts, create multiple accounts, submit false or inaccurate information or impersonate any person or organization; or

m) Use the Services in any manner except as expressly allowed under these Terms.

6. Security Protocol

We implement appropriate technical and organizational safeguards to protect against unauthorized or unlawful processing of data and against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to data, which includes your personal information. Violations of system or network security or attempts to disrupt or undermine the operation of the Services may result in civil or criminal liability. We may investigate and work with law enforcement authorities to prosecute Users who violate these Terms. Please be advised, however, that we cannot fully eliminate security risks associated with the storage and transmission of data. By using the Services or otherwise providing your personal information to us, you acknowledge this limitation, and agree that we can communicate with you electronically, including via notice on our website, regarding security, privacy and administrative issues relating to your use of the Services. We may post a notice via our website if a security breach occurs, or send you an email at the email address you have provided to us in these circumstances, including if you have a legal right to receive notice of any breach based on where you live.

7. Privacy

Our use of your personal data in connection with the Services is subject to our Privacy Policy which can be found here: https://lemmax.com/privacy-policy/. In addition, you agree at all times to comply with applicable laws regarding the collection, use, disclosure, protection, processing and retention of information that identifies or is reasonably capable of identifying an individual to LEMMA-X in connection with the Services (including, if applicable, any information collected by LEMMA-X on your behalf).

8. Communications

By using our services, you consent to accept and receive electronic communications from us. Such communications may include, but are not limited to multi-factor authentication requests, receipts, reminders, notifications regarding updates to your account or account support, and marketing or promotional communications. You acknowledge that you are not required to consent to receive promotional communications as a condition of using the Services. You may opt-out of receiving promotional communications in the manner that will be provided via the communication itself. You acknowledge that opting out of receiving communications may impact your use of the Services.

9. Indemnity

You agree to indemnify and defend us and our affiliates and our respective directors, officers, employees, third-party contractors, licensees, licensors, and agents from and against all losses, liabilities, actual or pending claims, actions, damages, expenses, costs of defense and reasonable attorneys’ fees incurred by us as a result of, in connection with or arising from your use of the Services or any alleged violation of these Terms, the rights of a third-party or applicable law, in each case other than to the extent the same is a result of our gross negligence or willful misconduct. We reserve the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification hereunder. In any event, no settlement that affects our rights or obligations may be made without our prior written approval.

10. Disclaimer of Warranties & Limited Liability

OUR SERVICES AND ANY ASSOCIATED PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. LEMMA-X AND OUR AFFILIATES SPECIFICALLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM DEFECTS, UNINTERRUPTED USE AND ALL WARRANTIES IMPLIED FROM ANY COURSE OF DEALING OR USAGE OF TRADE. LEMMA-X AND OUR AFFILIATES DO NOT WARRANT THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS, INCLUDING THOSE OF ANY HARDWARE OR DEVICE THAT YOU USE TO ACCESS THE SERVICES, (B) OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR VIRUS- OR ERROR-FREE OR (C) ERRORS WILL BE CORRECTED. ANY ORAL OR WRITTEN ADVICE PROVIDED BY US OR OUR AUTHORIZED AGENTS DOES NOT AND WILL NOT CREATE ANY WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES WHICH MEANS THAT SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

YOU AGREE THAT IN NO EVENT WILL LEMMA-X, OUR AFFILIATES, REPRESENTATIVES, MANAGERS, PARTNERS, SHAREHOLDERS, JOINT VENTURERS, THIRD-PARTY CONTRACTORS, EMPLOYEES, LICENSEES, LICENSORS, ADVERTISERS, OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS OR BUSINESS INTERRUPTION) IN CONNECTION WITH THE USE OF THE SERVICES AND ASSOCIATED PRODUCTS, ANY INTERRUPTION IN AVAILABILITY OF THE SERVICES, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUSES, LOSS OF DATA, OR USE, MISUSE, RELIANCE, REVIEW, MANIPULATION, OR OTHER UTILIZATION IN ANY MANNER WHATSOEVER OF THE SERVICES OR THE DATA COLLECTED THROUGH THE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER ARISING IN ANY WAY IN CONNECTION WITH THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE . UNDER NO CIRCUMSTANCES WILL LEMMA-X, OUR AFFILIATES, REPRESENTATIVES, MANAGERS, PARTNERS, SHAREHOLDERS, JOINT VENTURERS, THIRD-PARTY CONTRACTORS, EMPLOYEES, LICENSEES, LICENSORS, ADVERTISERS, OR AGENTS BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR LEMMA-X ACCOUNT, OR THE INFORMATION CONTAINED THEREIN. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF LEMMA-X AND ITS AFFILIATES FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM, OR (B) EUR300. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

You acknowledge and agree that the above limitations of liability together with the other provisions in these Terms that limit liability are essential terms and that we would not be willing to grant you the rights set forth in these Terms but for your agreement to the above limitations of liability.

11. Refunds, Cancellations, or Returns

All payments made through the Services are final and non-refundable except where, in LEMMA-X’s sole judgment, there has been an error (technical or otherwise) in processing the payment. In the case of a payment processing error, LEMMA-X will provide a refund in order to resolve the error.

In the absence of an error by LEMMA-X, any users who wish to cancel a payment and/or receive a refund must directly contact the Partner to which the payment was made. Based on the Partner’s discretion and in accordance with the terms of LEMMA-X’s agreement with the Partner, LEMMA-X may process a refund as requested by the Partner.

12. Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT AFFECTS YOUR RIGHTS. BY AGREEING TO BINDING ARBITRATION, YOU WAIVE YOUR RIGHT TO LITIGATE DISPUTES THROUGH A COURT.

In order to expedite and control the cost of disputes, LEMMA-X and you agree that any legal or equitable claim, dispute, action or proceeding arising from or related to these Terms or the Services (“Dispute”) will be resolved exclusively as follows to the fullest extent permitted by law:

Notice of Dispute. In the event of a Dispute, you or we must give the other a Notice of Dispute, which is a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the Dispute, and a proposed resolution. You must send any Notice of Dispute by mail and email to us at the mailing and email addresses provided in the Contact Information section. We will send any Notice of Dispute to you by mail to your LEMMA-X account address, if provided, or otherwise to your email address. Both parties shall first attempt in good faith to settle any such Dispute by allowing the receiving party 30 days after receipt of the Notice of Dispute to settle the Dispute.

Binding Arbitration. If any Dispute cannot be resolved by the above dispute resolution procedure, such Dispute will be settled by binding arbitration in Ireland via the International Chamber of Commerce (“ICC”), with the arbitration to take place in accordance with ICC rules (the “Arbitration Rules”). You are giving up the right to litigate (or participate in as a party or class member) all Disputes in court. All Disputes will be settled before a neutral arbiter, whose decision will be final except for a limited right of appeal under any applicable law, and any court with jurisdiction over the parties may enforce the arbitrator’s award.

Payment of all filing, administration and arbitrator fees will be governed by the Arbitration Rules. If, however, you are able to demonstrate that the costs of arbitration will be cost-prohibitive for you as compared to the costs of litigation, we will pay as much of the filing, administration and arbitrator fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive for you. If the arbitrator determines the claim(s) you assert in the arbitration are frivolous, you agree to reimburse us for all fees associated with the arbitration that we paid on your behalf, which you otherwise would be obligated to pay under the Arbitration Rules. A single arbitrator will be selected in accordance with the Arbitration Rules. The arbitration shall be conducted in the English language. The arbitrator will have the power to grant whatever relief would be available in court under law or in equity and any award of the arbitrator will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction. The arbitrator will not, however, have the power to award punitive or exemplary damages, the right to which each party hereby waives. The arbitrator will apply applicable law and the provisions of these Terms and the failure to do so will be deemed an excess of arbitral authority and grounds for judicial review. The arbitrator’s decision must be with written explanation and remain confidential.

We and you agree that any Dispute will be submitted to arbitration on an individual basis only. Neither we nor you are entitled to arbitrate any Dispute as a class or representative action and the arbitrator will have no authority to proceed on a class or representative basis.

If any provision of the agreement to arbitrate in this Section is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration). To the extent permitted by law, any Dispute under these Terms must be filed within one year in an arbitration proceeding. The one-year period begins when the Dispute or Notice of Dispute first could be filed. If a Dispute isn’t filed within one year, it’s permanently barred.

By agreeing to these Terms, you explicitly agree that any claims or actions that you may otherwise have against us under the laws of any jurisdiction outside Ireland are hereby waived, including without limitation, any claims or actions under the laws of your own country, and that your sole location and applicable law for any dispute is in Ireland according to the terms of this Section.

Exceptions to Arbitration. You and LEMMA-X agree that the following Disputes are not subject to the above provisions concerning binding arbitration:

• Any Disputes seeking to enforce or protect, or concerning the validity of, any of LEMMA-X’s intellectual property rights.

• Any claim for injunctive relief.

• Any claim you are authorized to bring to the attention of any federal, state, or local government agencies that can, if the law allows, permit those authorities to seek relief from us on your behalf.

• Any Dispute that qualifies for small claims court.

13. Governing Law

These Terms are governed by and construed and enforced in accordance with the laws of Ireland and are binding upon the parties hereto in Ireland and worldwide. You and we agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to the interpretation or construction of these Terms.

14. Miscellaneous

• These Terms, together with our Privacy Policy, contain the entire understanding by and between us and you with respect to the matters contained herein and there are no promises, covenants or undertakings other than those expressly set forth herein.

• These Terms (i) inure to the benefit of and will be binding upon us and you and your successors and assigns, respectively, and (ii) may be assigned by us, but you may not assign them without the prior express written consent of us.
• If any provision of these Terms is or becomes unenforceable or invalid, the remaining provisions will continue with the same effect as if such unenforceable or invalid provision had not been inserted herein.

• If we or you fail to perform any term hereof and the other party does not enforce such term, the failure to enforce on any occasion will not constitute a waiver of any term and will not prevent enforcement on any other occasion. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving.
• Nothing contained in these Terms will be deemed to constitute us or you as the agent or representative of the other or as joint venturers or partners. If we or you are prevented from performing or unable to perform any obligation under these Terms due to any cause beyond the reasonable control of the party invoking this provision, the affected party’s performance will be extended for the period of delay or inability to perform due to such occurrence.

• The headings and captions contained herein are for convenience only.
• These Terms and all related documentation will be drafted in English. While certain text in these Terms may be made available in languages other than English (whether translated by a person or solely by computer software), the English language version controls.

• For purposes of these Terms, (a) the words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation;” (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to these Terms as a whole. Unless the context otherwise requires, references herein: (x) to sections mean the sections of these Terms; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. These Terms shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

• These Terms may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto.

• You may contact us by writing to our registered office set out above or by email to: contact@lemmax.com.