1. INTRODUCTION

1.1 Cleo Finance Ltd. ("Cleo"), established in accordance with the laws of England and Wales , with its registered office at Elscot House, Arcadia Avenue, Finchley, London, United Kingdom, N3 2JU, ID No. 09962294, is the exclusive owner and operator of the Cleo.one application ("App").
1.2 As used in these Terms, "we", "our" and "us" means Cleo or any successor, subsidiary, affiliate, assign or licensee of Cleo.
1.3 "Service(s)" refers to Your use of the App for any purpose whatsoever, among others a platform that is designed, among other things, to enable our customers to design complex trading algorithms and back test strategies against historical data. Subject to compliance with the terms and condition of these Terms and Conditions, You may access the App via the interface made available by us to You for such purposes. You acknowledge and agree that You have relied on Your own judgment to choose, create, develop and/or adapt Your trading strategies, and orders, and that You have not relied and will not rely on us nor our agents, brokers, affiliates, directors, officers, representatives or employees with respect to, nor do You or we intend that any of the foregoing persons will advise You in connection with, any order, transaction, effectiveness of any trading strategies, or trading methods in any way.
1.4 "You" refer to the user of the App and its related Services, and as such You have gained the right to use the App by respecting the applicable Terms and Conditions ("Terms") described in detail below.
1.5 These Terms set forth the terms and conditions that apply to Your use of the App and all Services offered by us.
1.6 By completing the subscription process or by using the App, You are agreeing to be bound by these Terms.
1.7 Please save or print and keep a copy of these Terms for Your records.
1.8 Any information in the App including, without limitation, registration details, data that identifies You or can be used to identify or contact You (such as Your name, address, email address and telephone number and any information about You that is directly linked to such personal data), forum postings, software downloads, advertisements, graphics, any data of any nature uploaded by subscribers, services or subscriptions of any nature, investment information, strategies, alerts or signals and any other materials, information, design, layout or content (including the look and feel of the App) "Content", shall be referred to in these Terms as "Information".
1.9 These Terms apply to all Customers of the Services, including, without limitation, Customers who are contributors of Content, Information, and other materials or services, registered or otherwise.

2. ACCEPTANCE OF TERMS

2.1 In order to use the Services, You must firstly agree to the Terms. You may not use the Services if You do not accept the Terms.
2.2 You can accept the Terms by (i) clicking to accept or agree to the Terms, where this option is made available to You by us in the user interface for any Service, or (ii) by payment for the Services, or (iii) by using the App or any Services.
2.3 You may not use the Services and may not accept the Terms if (i) You are not of legal age to form a binding contract with us, or (ii) You are a person barred from receiving the Services under the laws of England and Wales or other countries including the country in which You are resident or from which You use the Services.
2.4 By using the App and any Information, You are agreeing to comply with and be bound by the Terms.
2.5 By registering to the App, You certify that all Information You provide in the registration is accurate. You must have a valid e-mail address registered with Cleo at all times. If an email that Cleo sends to You should bounce for some reason, Your Account (as the term is defined in Article 7.1) may be temporarily suspended until You contact Cleo with a verifiable e-mail address.

3. ELIGIBILITY

3.1 Legal entities and entrepreneurs are not allowed to use the Service for any purpose except with our express prior written consent.
3.2 By visiting the App or accepting these Terms, You represent and warrant that You: (a) have the right and capacity to agree to and abide by the Terms; (b) will use the App in a manner consistent with all applicable laws and regulations and with these Terms.
3.3 The Services are offered only for Your use, and not for the use or benefit of any third party.

4. SECURITY

4.1 You agree and understand that You are responsible for maintaining the confidentiality of passwords associated with any Account You use to access the Services.
4.2 Accordingly, You agree that You will be solely responsible for all activities (including all statements and acts) that occur under Your Account.
4.3 If You become aware of any unauthorized use of Your password or of Your Account, You agree to notify us immediately.
4.4 You agree and understand that You are responsible for maintaining the confidentiality of Your password(s) which, together with Your login e-mail address, allows You to access certain portions of the App or Services.
4.5 By providing Cleo with Your e-mail address, You agree to receive all required notices and other correspondence electronically, to that e-mail address. It is Your responsibility to update or change that address, as appropriate. If You become aware of any unauthorized use of Your registration Information, You agree to notify Cleo in writing immediately.

5. INFORMATION IN THE APP

1.1 Information in the App, including any posts made by advertisers or users, is not verified by Cleo and Cleo cannot and does not warrant the completeness or accuracy of the Information or its usefulness for any particular purpose. Accordingly, You acknowledge that this App, in particular if you connect the App to the services provided by third parties as set out in Article 12 of these Terms, may not contain complete, accurate, and/or true information. Further, You acknowledge and agree that the App is provided to Youfor Your general use only, and should not be relied upon in any way without first taking appropriate professional advice from licensed advisers. Cleo shall not be responsible or liable in any manner for, and makes no representations or warranties of any kind regarding the accuracy, completeness, quality, reliability or usefulness of the Information. Any claim by any user or other third party stating that Information has been or is verified, checked, supported or otherwise endorsed by Cleo is, unless otherwise clearly and expressly confirmed by Cleo, false and should not, under any circumstances, be relied upon by You. You also acknowledge that You will not claim, infer or publish a statement that Cleo has verified any Information unless it has been Verified in accordance with Article 5.2 below.
1.2 Cleo has a verification process for confirming that trading statements published in the App have been Verified. This verification process is explained in the App. You should note, however, that even where an account has been confirmed as 'Verified', it is possible, for reasons beyond Cleo’s control, for the account to still be falsified. This is because brokers can run demo accounts on their live servers (function returning 'False', and where the connection is to a live server making a demo account look like a live/real money account). It is therefore impossible for anyone outside the broker, including Cleo, to be 100% certain whether an account is demo or real. You accept that any Verification made by Cleo is therefore subject to this limitation and Cleo cannot and does not warrant the completeness or accuracy of the Information or its usefulness for any particular purpose including where such Information is classified by Cleo as 'Verified'.
1.3 As part of the Verification of trading record process referred to in Article 5.2 above, You will be asked to submit Your trading account 'Investor Read Only' Password to Cleo. You acknowledge that Investor Read Only Passwords are sensitive information and that it is technically possible for holders of Your Investor Read Only Password to copy or replicate the trades on Your Account without Your knowledge. Cleo will hold Your Investor Read Only Password in accordance with its Privacy Policy but cannot be responsible for any loss You may suffer should You give Your Investor Read Only Password to third parties - or should third parties come into possession of such password by some other, unauthorised, manner. Similarly, should You submit Your Master Account Password instead of Your Investor Read Only Password in error, whilst Cleo will also hold this data in accordance with its Privacy Policy, Cleo cannot be held responsible for any loss You may suffer including should You give Your Master Account Password to third parties or should third parties come into possession of such password by some other, unauthorised, manner.
1.4 You shall indemnify and hold us harmless from all claims and all liabilities, costs, proceedings, damages and expenses awarded against, or incurred or paid by us as a result of or in connection with Your breach of the Terms, any third party's intellectual property or similar rights.
1.5 The Content and Information including all intellectual property related to and all rights, title, and interest in App is the property of Cleo and is protected by copyright laws. All improvements, modifications, and derivative works thereof, as between You and us, shall remain the sole property of Cleo. Any copying, distribution, storage or transmission of any kind, or any sort of commercial use of the Information is strictly prohibited without Cleo’s prior written permission.
1.6 If You become aware of any violation of our (or our third party service providers’) proprietary rights in the App, You will immediately notify us in writing.

6.TRADING STRATEGY AND TRADING ALGORITHM

6.1 Among other things, you can use the Services and the App to design trading strategies ("Trading Strategy"). Your Trading Strategy will be automatically converted into complex trading algorithm ("Trading Algorithm") that can be back tested against historical data. You acknowledge and agree in this respect, that while designing the Trading Strategy, You have relied on Your own judgment and that You read the disclaimer as set out in Article 22.8 of these Terms.
6.2 Original and non-infringing Trading Strategies that are both fully developed and uniquely provided by You in the App or that are created by us for You in connection with a separate professional services engagement, shall be and remain Your property. You acknowledge however, that it cannot be excluded that someone else may design or may have designed the similar or exactly same Trading Strategy, and agree not to made any claims or allegations against any such future Trading Strategies that would be designed without reference to Your Trading Strategy.
6.3 By creating and submitting the Trading Strategy, however, You give us a worldwide, royalty-free, and non-exclusive license for the term of the Services to use, reproduce, adapt, modify, and publish the Trading Strategy through the Services.
6.4 You also acknowledge and agree that we own all legal rights, title and interest in and to the Trading Algorithm, including any intellectual property rights (such as copyrighted material and trademarks) which subsist in the Trading Algorithm.

7.REGISTRATION

7.1 To place an order, enter into a transaction, or sign up for certain of our other Services, You must register for an account on the Services ("Account"). You must provide accurate and complete information and keep Your Account information updated. You shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than You without appropriate authorization; or (iii) use, as a username, a name that is otherwise offensive, vulgar or obscene.
7.2 You are solely responsible for the activity that occurs on Your Account, and for keeping Your Account password secure. You may never use another person’s user account or registration information for the Services without permission.
7.3 You must notify us immediately of any change in Your eligibility to use the Services (including any changes to or revocation of any licenses from state authorities), breach of security or unauthorized use of Your Account. You should never publish, distribute or post login information for Your Account. You shall have the ability to delete Your Account, either directly or through a request made to one of our employees or affiliates.

8. YOUR USE OF THE SERVICES, PROHIBITED BEHAVIOR

8.1 You agree to use the Services only for purposes that are permitted by (i) the Terms; (ii) any applicable law, regulation, generally accepted practices, or guidelines in the relevant jurisdictions; and (iii) any other applicable rules.
8.2 You agree that You will not engage in any activity that interferes with or disrupts the Services.
8.3 You will keep all information provided to You through the Service as private and confidential and will not give such information to anyone without the permission of the person who provided it to You.
8.4 You will use the Services for personal use only. Users may not use the Services or any Content contained in the Services in connection with any commercial endeavours and may not use any information obtained from the Services to contact, advertise to, solicit, or sell to any other user or request money from the user without his or her prior explicit consent.
8.5 You will not use the Services to infringe the privacy rights, property rights, intellectual property rights, or any other rights of any person.
8.6 You will not post any Content that contains video, audio, photographs, images or any personal data of another person without his or her permission, or any Content that contains restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page).
8.7 You will not cause the Services to be accessed through any automated or robotic means, including but not limited to the rapid access of the site as in a denial-of-service attack. Such restriction shall not apply to legitimate search engine activity that does not place an unreasonable burden on the Service.
8.8 You may not, when using the Services:
(a) solicit passwords or personal identifying information for commercial or unlawful purposes from other users;
(b) post or promote pirated copyrighted material or links to it;
(c) provide or transmit any material that contains viruses, time bombs, trojan horses, cancelbots, worms or other harmful or disruptive codes or devices;
(d) post, use, transmit or distribute (e.g. screen scrape) in any manner or any Content other than solely in connection with Your use of the Services;
(e) retrieve, frame, mirror or in any way reproduce or circumvent the presentation of the Services or its Content;
(f) forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Services;
(g) use any code or devices containing any reference to us or the Service to direct any person to any other website for any purpose; or
(h) modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile, or otherwise disassemble any portion of software used on or for the Services.
8.9 We reserve the right, in our sole discretion, to investigate and take any legal action against anyone who violates this Section of the Terms, including terminating or suspending the Account of such violators. The violators agree to compensate us for any expenses and costs incurred in connection with the investigation and prosecution of such activities.
8.10 You are responsible for all of Your activity in connection with the Services.

9. PROPRIETARY RIGHTS

9.1 You acknowledge and agree that we (or our licensees) own all legal rights, title and interest in and to the Services, including any intellectual property rights (such as copyrighted material and trademarks) which subsist in the Services.
9.2 You agree to not copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any copyrighted material, trademarks, trade names, service marks, or other intellectual property or proprietary information accessible through the Services, without first obtaining the prior written consent of us or, if such property is not owned by us, the owner of such intellectual property or proprietary rights.
9.3 You agree to not remove, obscure or otherwise alter any proprietary notices appearing on any Content in the App, including copyright, trademark and other intellectual property notices.
9.4 Any Information downloaded or otherwise obtained through the use of the App is done at Your own discretion and risk and You are solely responsible for any damage to Your computer system or loss of any data that results from the download of any such material. If You are in doubt, please consult an appropriate professional.

10. EXTERNAL LINKS

10.1 The Services may include hyperlinks to other web sites or resources. We have no control over any web sites or resources which are provided by companies or persons other than us.
10.2 You acknowledge and agree that we are not responsible for any such external sites or resources and have no liability as a result of the availability of them or their contents.
10.3 You understand that by using any such external sites or resources, You may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language, and that the results of any search or entering of a particular URL may automatically and unintentionally generate links or references to objectionable material. You understand and agree that Your use of external links may result in harmful or unwanted content or malicious software infecting or interacting with Your computer or mobile device.

11. CONNECTION OF THE APP TO SERVICES PROVIDED BY THIRD PARTIES

10.1 The Services may include hyperlinks to other web sites or resources. We have no control over any web sites or resources which are provided by companies or persons other than us.
10.2 You acknowledge and agree that we are not responsible for any such external sites or resources and have no liability as a result of the availability of them or their contents.
10.3 You understand that by using any such external sites or resources, You may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language, and that the results of any search or entering of a particular URL may automatically and unintentionally generate links or references to objectionable material. You understand and agree that Your use of external links may result in harmful or unwanted content or malicious software infecting or interacting with Your computer or mobile device.

11. CONNECTION OF THE APP TO SERVICES PROVIDED BY THIRD PARTIES

11.1 Among other things, You can connect the App with Your existing account maintained by or services provided by third parties ("Third party services"). Third party services are not verified in any way by us and You acknowledge and agree that You read the disclaimer as set out in Article 22.8 of these Terms. While connecting the App to the Third party services, the rules as set out in Article 5.3 must be observed by You.

12. MEMBERSHIPS AND PAID FEATURES

12.1 In addition to the free Services provided in the App, certain Services offered through the App require payment. Where payment is required, the following additional terms and conditions apply.
12.2 You expressly acknowledge and agree that the initial price may change if You upgrade or change Your subscription plan within the Services. You will always be informed about the price modification prior to making the upgrade or changing Your subscription.
12.3 We will use the credit card information You provide to bill You for goods and services. By registering for the membership and providing Your credit card details, You agree to be billed by us in advance. It is Your sole obligation to provide accurate and complete credit card information, and to timely update Your Account with respect of any changes to such information.
12.4 Where payment is required for a membership and we are unable to charge Your credit card for any reason, we may discontinue any and all Services to You either temporarily or permanently.
12.5 We are not responsible for the payment processing provided by any third party.
12.6 If You cancel Your Account, Your membership will be cancelled. All payments for membership are non-refundable. You will not be eligible for a prorated refund of any portion of the unused paid Services or to their transfer to another Account.
12.7 Each party will be responsible for payment of any taxes applicable to its own income and activities in connection with the Services.

13. LICENSE FROM US

13.1 We give You a worldwide, royalty-free, non-assignable and non-exclusive right and license to access and use the Services, for the term and in the scope designated by the Terms. This license is for the sole purpose of enabling You to use and enjoy the benefit of the Services as provided by us, in the manner permitted by the Terms.
13.2 Unless we have given You specific written permission to do so, You may not assign (or grant a sub-license of) Your rights, grant a security interest in or over Your rights, or otherwise transfer any part of Your rights granted hereunder.

14. LICENSE FROM YOU

14.1 You retain copyright and any other intellectual property rights You already hold in relation to the Content in the App which You submit, post or display on or through the Services. By submitting, posting or displaying the Content in the part of Your profile that is accessible to the public ("Public Profile"), on or through the Services in Public Profile, You give us a worldwide, royalty-free, and non-exclusive license for the term of the Services to use, reproduce, adapt, modify, and publish (on Your behalf and pursuant to Your instructions) on social networks and elsewhere any Content which You submit, post or display on or through the Services in Public Profile.
14.2 You understand that we, in performing the required technical steps to provide the Services to You, and to improve the Services, may (i) transmit or distribute Your Content in Public Profile over various public networks and in various media; and (ii) make such changes to Your Content as it may be necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media.
14.3 You confirm and warrant to us that You have all the rights, power and authority necessary to grant the above license and consent.

15. AVAILABILITY OF CONTENT

15.1 We do not guarantee that any Content will be made available on in the App or through the Services. We reserve the right to, but do not have any obligation to, (i) remove, edit or modify any Content in our sole discretion, at any time, without notice to You and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that You may have violated these Terms), or for no reason at all and (ii) to remove or block any Content from the Service.

16. THIRD PARTY SERVICES

16.1 The Services may permit You to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Services. When You access third party resources on the Internet, You do so at Your own risk. These other resources are not under our control, and You acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.

17. COPYRIGHT INFRINGEMENT

17.1 If You notice Information, Content or any other material that may constitute copyright infringement, please provide us immediately with the following information:
• a description of the copyrighted work that You claim has been infringed;
• a description of where the material that You claim is infringing any copyright is located in the App;
• Your name, surname, address, telephone number and email address; and
• a written statement that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law and that Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner's behalf.

18. IMPERSONATION INFRINGEMENT

18.1 If You believe that any Information, Content or any other material distributed by us through the Services constitutes impersonation infringement, in particular if any user impersonates any other person or entity or otherwise misrepresents affiliation, connection or association with any person or entity, for example by displaying pictures or images of another person as profile pictures, please provide us immediately with the following information:
(a) a description of the Content that You claim is infringing;
(b) a description of where the Content that You claim is infringing is located in the App;
(c) Your name, surname, address, telephone number and e-mail address; and
(d) a written statement by You that You have a good faith belief that the disputed Content is not authorized by the impersonated individual and that Your notice is accurate and that You are the impersonated individual or authorized to act on his or her behalf.

19. MODIFICATION OF THE TERMS

19.1 We reserve the right, at our sole discretion, to change, modify, add, or remove portions of these Terms at any time and for any reason, including to reflect changes in or requirements of the law or new features.
19.2 We will make the changed Terms available at http://cleo.one/terms/new and in the App at least one month prior to the effectiveness of the changed Terms.
19.3 If the changes of the Terms include material changes, we will notify You of the changes through the App.
19.4 You understand and agree that if You use the Services after the date on which the Terms have changed, we will treat Your use as acceptance of the updated Terms. If You do not agree to the changed Terms, please do not use the Services and delete Your Account from the App.

20. TERMS AND TERMINATION

20.1 We may, in our sole discretion, terminate or suspend Your access to all or part of the Services or terminate or discontinue the Services or the App entirely at any time, with or without notice, for any reason, and in particular if
(a) You have breached or intended to breach any provision of the Terms;
(b) we are required to do so by law;
(c) we will no longer provide the Services to users in the country in which You reside or from which You use the Services; or
(d) the provision of the Services to You by us is, in our opinion, no longer viable.
20.2 Upon such termination or suspension, You will not be entitled to any refund of unused fees for in-app purchases.
20.3 We are not required to disclose, and may be prohibited by law from disclosing, the reason for the termination or suspension of Your Account.
20.4 Your right to use the Services is subject to any limitations, conditions and restrictions established by us from time to time, in our sole discretion. We may alter, suspend or discontinue any aspect of the Service at any time, including the availability of any feature, database or Content of the Services. We may also impose limits on certain features and aspects of the Services or restrict Your access to parts or all of the Service without notice or liability and for any reason.
20.5 You acknowledge that we are not responsible for interruption or suspension of the Services, regardless of the cause of the interruption or suspension.
20.6 You may also terminate Your Account at any time, for any reason, by following the instructions in Settings of the App.
20.7 When Your legal agreement with us comes to an end, all of the legal rights, obligations and liabilities that You and we have benefited from or been subject to and which are expressed to continue indefinitely shall be unaffected by this cessation.

21. DISCLAIMER, LIMITATION OF LIABILITY


21.1 You understand and agree that You use the App and Services at Your own risk.
21.2 The Services are provided on an "as is" basis without representations or warranties of any kind, whether express or implied, including but not limited to warranties of title, non-infringement, or implied warranties of merchantability for a particular purpose, other than those warranties which are incapable of exclusion under law.
21.3 We do not guarantee the accuracy, completeness, or timeliness of, or otherwise endorse any information contained in the App. Due to the number of sources from which content distributed by us is obtained, there may be delays, omissions or inaccuracies in such content. We do not represent or endorse the accuracy or reliability of any user profile, advice, opinion, statement or other information displayed, uploaded or distributed through the Services. You acknowledge that any reliance upon any such content shall be at Your own risk.
21.4 You hereby acknowledge and agree that under no circumstances will we, our officers, directors, employees, agents and third party content providers or licensors be liable to You or any third party for any damage, whether material, immaterial, direct, indirect, incidental, or consequential, including personal injury or death, caused by or arising out of in particular:
(a) the use of the Services or reliance on information obtained through the App;
(b) the use or inability to use the Services or out of the breach of any warranty;
(c) any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to and alteration of the App;
(d) incorrect or inaccurate content posted in the Services, whether caused by users or any of the equipment or programming associated with or utilized in the Services;
(e) the timeliness, deletion or removal, incorrect delivery or failure to store any Content or communications;
(f) the conduct, whether online or offline, of any user; or
(g) any problems, failure or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any website or combination thereof.
21.5 To the maximum extent permitted by applicable law, You hereby agree to indemnify, defend and hold harmless us and all our officers, employees, directors, owners, agents, partners, information providers, subsidiaries, affiliates, licensors and licensees from and against any and all liability, claim, demand and costs, including, without limitation, reasonable attorneys' fees, made by any third party due to or arising out of Your breach or failure to comply with this Terms, any postings or Content You post in the Service and the violation of any law or regulation by You. You shall cooperate as fully as reasonably required in the defence of any such claim. We reserve the right, at our own expense, to assume the exclusive defence and control of any matter subject to indemnification by You.
21.6 Subject to Articles 22.1 - 22.4 and to the maximum extent permitted by applicable law, our liability for damage incurred by You as a result of or in connection with the Services shall be limited to direct damages up to the amount You paid to us for the Services giving rise to that liability during the last three months before the occurrence of our liability (or amount corresponding to a three-month Service fee, as applicable), and in no event shall our liability exceed the sum of USD 10,000.
21.7 Nothing in these Terms shall exclude or limit our liability for damage which may not be lawfully excluded or limited by applicable law.
21.8 By using the App You are agreeing that You bear full responsibility for Your own research, trading and investment decisions and You also agree that Cleo shall not be liable for any decision made or action taken by You or others in reliance upon any Information published by Cleo. The Information available on or through the App or Services is only for Your general information and use and is not intended to address Your particular requirements. In particular, any Information is in the nature of general information and is for general informational purposes only. The Information is not personalised for You or any other recipient, does not constitute any form of advice or recommendation or investment advice by Cleo or other users and is not and should not be considered to be an individualized investment recommendation. Such Information is not intended to be relied upon by You in making (or refraining to make) any specific investment or other decisions.

22. FINAL PROVISIONS

22.1 The Terms and Your relationship with us under the Terms or in connection with the Services shall be governed by the laws of England and Wales.
22.2 You agree that, with regard to all disputes arising from or in connection with this agreement, You will (i) submit to the jurisdiction of the High Court In London (or such other court or arbitration process ("Court") in England and Wales as Cleo may determine) for the purpose of any suit, action, or other proceeding arising out of this Agreement, or any of the agreements or transactions contemplated hereby (each a "Proceeding"), (ii) agree that all claims in respect of any Proceeding may be heard and determined in any such Court, and (iii) waive, to the fullest extent permitted by law, any immunity You may have acquired, or hereafter may acquire, from jurisdiction of any such Court or from any legal or arbitration process therein, and (d) agree not to commence any Proceeding other than in such Court, and waive, to the fullest extent permitted by applicable law, any claim that any such Proceeding is brought in an inconvenient forum.
22.3 If any term of these Terms is held to be illegal or unenforceable the validity and enforceability of the remainder shall continue in full force and effect. The provision in question shall be replaced by a valid and enforceable term which corresponds, so far as possible, with the original. Failure by either party to exercise any right or remedy under these Terms does not constitute a waiver of that right or remedy.
22.4 If You are a consumer, You also have the right to have the dispute resolved by the competent alternative dispute resolution body for consumer disputes.
22.5 You agree that any and all disputes arising out of or connected to the Services shall be resolved individually, without resort to any form of class action. No claim may be consolidated or joined with other person’s or party’s claims.
22.6 Neither You nor Cleo shall be held liable for any loss or failure to perform any obligation hereunder due to causes beyond Your or Cleo respective reasonable control. Those who choose to access this App from other locations do so on their own initiative and at their own risk and are responsible for compliance with any applicable local laws.
22.7 The Terms are provided in English. You agree that the English language version of the Terms will govern Your relationship with us.
22.8 The Terms constitute the whole legal agreement between You and us and govern Your use of the Services and completely replace any prior agreements between You and us in relation to the Services.
22.9 If any provision of this Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and be enforceable.
22.10

23. CONTACT INFORMATION

23.1 Should You have any questions or comments relating to the Terms, please contact us at the following e-mail address:terms@cleo.one .