Terms of Service

Last modified: Oct 10th, 2020

Welcome to Neverthink! These Terms of Service explain the terms and conditions by which you may use our mobile applications (the “App”), our website (the “Site”), and any and all information, content, services, and products made available on or through them (collectively, the “Service”). The Service is owned and operated by Neverthink Oy, a Finnish company (“we,” “us,” “our,” or “Neverthink”).

Please read the entirety of these Terms of Service and our Privacy Policy, which is incorporated by reference into these Terms of Service, carefully to ensure that you understand the terms and conditions governing your use of the Service and how we collect, use, share, update, and delete any information shared with us by you through the Service.

These Terms of Service and our Privacy Policy (collectively, these “Terms”) govern your use of the Service. You may access these Terms of Service and our Privacy Policy at any time.

1. Accepting These Terms & Arbitration

(1.1) By clicking "Sign up,” checking the box, downloading, installing, accessing, or otherwise using any part of the Service, you agree: (a) that these Terms govern your access to and use of the Service; (b) that, as a condition to your use of the Service, these Terms are a legally binding agreement between Neverthink and you; (c) the Privacy Policy is incorporated by reference into these Terms; and (d) to be bound by these Terms.

(1.2) You agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND NEVERTHINK ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under these Terms. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. See Section 23 for more information.

2. Eligibility

(2.1) We do not intend to offer the Service to children below the age of 13, or to the extent that the Service or their use violate any applicable law or regulation. If you are not eligible, or do not agree to all the terms and conditions of these Terms, you may not access or use the Service.

(2.2) By using the Service, you represent and warrant to Neverthink that:

  1. you are at least 13-years old (or older, as required by certain features of the Service);
  2. if you are under 18-years old, you possess the legal consent of your parent or guardian to access and use the Service;
  3. you are not prohibited or restricted from accessing or using any aspect of the Service by any applicable law or regulation;
  4. you have full power and authority to enter into these Terms and doing so will not violate any other agreement to which you are a party or any laws of any country to which you are a citizen or a resident or from which you are accessing or using the Service; and
  5. you are not currently restricted from the Service and have not previously been suspended or removed from the Service.

IF YOU ARE UNDER THE AGE OF 13, PLEASE DO NOT USE OR ACCESS THE SERVICE AT ANY TIME OR IN ANY MANNER.

(2.3) If at any time you are not in full compliance with all foregoing provisions of this Section 2, you are in material violation of these Terms, and you must immediately cease all use of, and access to the Service.

3. Our Service

(3.1) The Service allows you to watch curated selections, playlists, and/or other compilations prepared by Neverthink, users, or third parties (“Compilations”) of online videos, audio, text or other content made available by third parties (“Videos”).

(3.2) While Neverthink may prepare Compilations on the Service, Neverthink does not create or own any Videos. All Videos on the Service are hosted by and streamed from third-party service providers. By using the Service, you may be exposed to Compilations that contain Videos that are inaccurate, indecent, offensive, objectionable, inappropriate, or otherwise unsuited to your purpose.

(3.3) Videos can be shared by you and others outside the App and the Site via third-party social media, messaging, or other services, and Neverthink expressly disclaims any liability resulting from your use of such services (including your access to and use of any Videos). You are solely responsible for taking any necessary precautions to protect yourself and your property.

4. Creator Program

(4.1) Neverthink is building a network of creators (“Creators”) who provide us with Videos that may be featured on the Service. If you are accessing and using the Service as a Creator, you are subject to additional terms (available here) (the “Creator Terms”). If you have accepted, or are otherwise bound by our Creator Terms, then these Terms still apply to you, but in a slightly different way, as described in the Creator Terms. Our Creator Network is currently invitation-only. Please see our Creator Program page for more information.

5. Changes to These Terms

(5.1) We reserve the right to change these Terms from time to time. For example, we may need to change these Terms if we come up with a new feature.

(5.2) If we make changes, we will notify you by revising the date at the top of these Terms and, in some cases, provide you with additional notice (such as adding a statement to the Site or showing a notice when you open an updated version of the App for the first time). We encourage you to review the Terms periodically to stay informed about our practices.

(5.3) Whenever we make changes to these Terms, they are effective when the revised Terms are posted. Your continued use of the Service after any changes of these Terms constitutes your acceptance of the revised Terms. If you do not agree to the new Terms, please refrain from using the Service and delete the App from your device.

6. Privacy Policy

Your privacy and your ability to control your own data are very important to us. Any personal information that you provide to Neverthink is subject to our Privacy Policy, which outlines our collection and use of such information. You understand that through your use of the Service you consent to the collection and use (as set forth in the Privacy Policy) of this information and content, including the transfer to other countries for storage, processing and use by us.

7. Account and Registration

(7.1) To access some features of the Service, you must register for an account. You may have different accounts for different features on the Service. When you register for an account, you may be required to provide us with some information about yourself, such as your email address or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up to date at all times. When you register, you will also be asked to provide a password.

(7.2) You are solely responsible for maintaining the confidentiality of your account(s) and password(s), and you accept responsibility for all activities that occur under your account(s). If you believe that any of your accounts is no longer secure, then you must immediately notify us at team@neverthink.tv.

8. License

(8.1) Subject to your complete and ongoing compliance with these Terms, Neverthink grants you a limited, non-exclusive, non-transferable, and revocable license to: (a) install and use one object code copy of the App on a mobile device that you own or control; and (b) access and use the Service. You may only use the App on a device that you control and as permitted by any applicable usage rules of your device’s manufacturer and of the marketplace at which we have made the App available. The terms of this license will also govern any upgrades provided by Neverthink that replace and/or supplement the original App or the Site, unless such upgrade is accompanied by a separate license, in which case the terms of that license will govern.

(8.2) When accessing or using the Service, you agree not to, and represent and warrant to Neverthink that you are not and will not, do the following:

  1. modify or otherwise make any derivative uses of all or any portion of the Service;
  2. use any data mining, robots or similar data gathering or extraction methods to download any Compilations or Videos from the Service or gather or extract any other information contained on the Service;
  3. attempt to access areas or features of the Service that you are not authorized to access;
  4. undertake any activity that will compromise the security of the Service;
  5. reverse engineer the Service in order to build a competitive product or service;
  6. reproduce, distribute, publicly display or publicly perform any Compilation, Video, or other element of the Service;
  7. use the Service in any manner that could damage, disable, overburden or impair the functioning of the Service (including any Compilation or Video) in any manner; and
  8. use the Service other than for its intended purposes or in any way that violates any of the terms and conditions of these Terms.

(8.3) If you violate any provision in this Section 8, then Neverthink may immediately terminate these Terms, your account(s), and your access to or use of the Service.

9. Intellectual Property Rights

(9.1) The Service, including all Compilations, texts, scripts, graphics, formatting, graphs, trademarks, service marks, logos, designs, look and feel, HTML, source and object code, format, queries, algorithms, and other interactive features of the Service, but excluding all Videos made available through the Service, are owned by or licensed to Neverthink, subject to copyright and other intellectual property rights and the applicable domestic and foreign laws and international conventions.

(9.2) All Videos are owned by or licensed to third parties and are subject to copyright and other intellectual property rights of those third parties. You may not use any Videos in a manner that violates or otherwise infringes those rights held by such third parties.

(9.3) Neverthink reserves all rights not expressly granted in and to the Service. You agree to not use the Service other than expressly permitted by these Terms.

10. U.S. Digital Millennium Copyright Act

(10.1) We comply with the provisions of the U.S. Digital Millennium Copyright Act applicable to internet service providers (17 U.S.C. § 512, as amended). If you have an intellectual property rights-related complaint about materials on the Service (including any Compilations or Videos), you may contact our Designated Agent at the following address:

Neverthink Oy
Attn: Legal Department (Copyright Notification)
Kaikukatu 4 C, 00530 Helsinki, Finland
+358405232333
Email: copyright@neverthink.tv

(10.2) Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information:

  1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
  2. a description of the copyrighted work or other intellectual property that you claim has been infringed;
  3. a description of the material that you claim is infringing and where it is located on the Service;
  4. your address, telephone number, and email address;
  5. a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright or intellectual property owner, its agent, or the law; and
  6. a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

(10.3) We will promptly terminate the accounts of users that are determined by us to be repeat infringers.

(10.4) This Section 10 and the parties compliance with it will be interpreted in accordance with the laws of the State of California of the United States without regard to its principles and rules on conflict of laws.

11. Costs

Download and usage of the Service is for free. We reserve the right to determine pricing for the Service. For example, to finance the Service, we may introduce in-app purchase features or advertisements at a later stage.

12. User Content

(12.1) Certain features of the Service may permit users (as a Creator or otherwise) to upload content to the Service (including messages, photos, videos, images, data, text, and other types of works and compilations of the foregoing) or create Compilations of Videos on or through the Service (collectively, “User Content”) and to publish or share User Content on the Service. You retain any copyright and other intellectual and proprietary rights that you may hold in the User Content that you make available on the Service.

(12.2) By providing any User Content to or via the Service, you grant us a worldwide, non-exclusive, sublicensable, transferable, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, transmit, reproduce, modify for the purpose of formatting for display and otherwise create derivative works of, and distribute your User Content, in whole or in part, in each case either on a standalone basis or in the form of an Compilation, in any media formats and through any media channels now known or hereafter developed. You waive all moral rights and rights of attribution and integrity or any similar rights with respect to your User Content. To the extent your User Content includes your, or any other person’s, name, image, likeness, voice or other identifying information, you hereby grant us the right to use such identifying information in connection with our use of your User Content.

(12.3) By providing User Content to or via the Service to other users of the Service, you grant those users a non-exclusive license to access, use and share that User Content as permitted by these Terms and the functionality of the Service.

(12.4) If your User Content includes a photograph or image (still or moving) that includes one or more persons, you hereby grant those persons and their administrators, guardians, heirs, and trustees, if any, an irrevocable, perpetual, royalty free, fully paid up, worldwide license to reproduce, distribute, and publicly display that photograph or image for personal use and through any online platform or service, including the Platform, Facebook, Twitter, and YouTube, but not to sell that photograph or image (still or moving) or to use it to promote any third-party product, good or service.

(12.5) The Platform may contain links or the ability to share information, including Compilations and your User Content, with third-party websites and services. The rights you grant under these Terms are provided on a through-to-the-audience basis, meaning the owners or operators of those third-party websites and services will not have any separate liability to you or any other third party for your User Content posted to or used on that website or service via the Service.

(12.6) If you are a composer or author of a musical work and are either: (a) affiliated with a Performing Rights Organization (“PRO”), such as ASCAP or BMI; or (b) under contract with a record label, then you must notify your PRO or record label of the licenses you grant under these Terms. You are solely responsible for ensuring your compliance with the relevant PRO’s reporting obligations and any contractual obligations towards your record label, including if your User Content includes any new recordings that may be claimed by your record label. If you have assigned your rights to a music publisher, then you must obtain the consent of the music publisher to grant these licenses or have the music publisher enter into these Terms with us. If you wish to upload to the Service a cover song, you are responsible for securing all rights in and to the underlying musical work before doing so.

(12.7) We disclaim any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content to or via the Service. By providing User Content, you affirm, represent, and warrant to us that:

  1. you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Neverthink and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Neverthink, the Service, and these Terms;
  2. your User Content, and the use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause us to violate any law or regulation; and
  3. your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.

(12.8) You are solely responsible for editing or controlling User Content that you post, publish or share, and we will not be in any way responsible or liable for your User Content. We may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms or is otherwise objectionable. You understand that when using the Service you will be exposed to User Content, which may include Compilations of Videos, from a variety of sources and acknowledge that User Content and Videos may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against us with respect to User Content and any Videos. If notified by a user or content owner that User Content or Videos allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content or Videos (subject to our obligations under Section 10), which we reserve the right to do at any time and without notice. For clarity, Neverthink does not permit copyright-infringing activities on the Service.

(12.9) We do not have any obligation to monitor: (a) User Content; (b) Videos or any other content made available by third parties on or through the Service; or (c) the use of the Service by its users. You acknowledge and agree that Neverthink reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time Neverthink chooses to monitor the content, Neverthink still assumes no responsibility or liability for content or any loss or damage incurred as a result of the access or use of the content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy.

13. Suspension/Termination

(13.1) We may suspend or terminate your rights with respect to the Service if you violate any of these Terms or for any other reason or for no reason at all and with or without notice at our sole discretion, without any admission as to liability and without prejudice to any rights, remedies or defenses, all of which are expressly reserved. Suspension and/or termination may include banning you from or restricting your access to and use of the Service.

(13.2) In case of suspension and/or termination of your rights with respect to the Service, we will not be responsible for the loss of any content connected to the installation of the Service on your device. You acknowledge and agree that Neverthink is under no obligation to put back Compilations, Videos, User Content or any other content, re-enable your access to the Service, or re-install your rights with respect to the Service at any time or for any reason.

(13.3) If your rights with respect to the Service are suspended and/or terminated, you agree to make no further use of the Service during suspension or after termination.

(13.4) Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account(s) or the Service; (c) all payment obligations accrued prior to termination (if any) and Sections 1, 9, 12, 13.4, and 16–28 will survive.

14. Access and Security

(14.1) You can access the Service by downloading the App to your mobile device and tapping “start” or by otherwise accessing the Site.

(14.2) If you install the App, then you agree to:

  1. not allow others to use the installation of the App on your device;
  2. be responsible for any action performed through the App on your device;
  3. keep access to your device secure and accept all risks of unauthorized access to the installation of the App on your device; and
  4. refrain from using other users' installations of the App.

15. Push Services

It is highly recommended that you allow notifications for the App to work properly. This way you will get the latest information about new content waiting for you, or if there are other news around the App like new features or special channels. However, you may at any time opt-out from receiving any further notifications by turning these notifications off in your device’s notifications settings.

16. Consent to Electronic Communications

(16.1) By using the Service, you agree that we may communicate with you electronically regarding administrative, security, and other issues relating to your access to and use of the Service.

(16.2) You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

(16.3) To withdraw your consent from receiving electronic notice, please notify us at team@neverthink.tv.

17. Modifications to the Service

(17.1) We reserve the right in our sole discretion to review, improve, modify or discontinue, temporarily or permanently, any or all of the Service (including any Compilations, Videos, User Content or other features, information, materials or content on the Service) with or without notice to you.

(17.2) You agree that Neverthink will not be liable to you or any third party for any modification or discontinuance of the Service (including any Compilations, Videos, User Content, or other features, information, materials, or content on the Service).

18. Third-Party Rights

(18.1) Neverthink may provide third-party services through the Service (collectively, “Third-Party Services”) that enable you to: (a) access and stream Compilations or Videos from or links to third-party websites, such as YouTube; or (b) export information, including Compilations and Videos, to third-party services, including through features that allow you to link your account on the Service with an account on the third-party service, such as Twitter or Facebook, or through our implementation of third-party buttons (such as “share” buttons). By using one of these Third-Party Services, you agree that Neverthink may transfer that information to the applicable Third-Party Service. Third-Party Services are not under Neverthink’s control, and, to the fullest extent permitted by law, Neverthink is not responsible for any Third-Party Service’s Videos (including the content of those Videos) or content, or its use of your exported information.

(18.2) The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.

(18.3) You acknowledge and agree: (a) that the availability of the Service (including Compilations, Videos, and User Content) is dependent on third parties; (b) to abide by any third-party terms that apply to any Third-Party Services or Third-Party Components, such as YouTube’s Terms of Service, as well as any usage rules for the Service (including any Videos, the Site, or the App).

(18.4) This Section 18.4 only applies to the extent you are using our App on an iOS device. You acknowledge that these Terms are between you and Neverthink only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Service or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Service. If the Service fails to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the App to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including: (a) product liability claims; (b) any claim that the Service fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that the Service and/or your possession and use of the Service infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Service. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (i) 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 (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

19. Feedback

(19.1) We welcome and encourage you to provide us with feedback, comments and suggestions for the Service (collectively, “Feedback”). By submitting Feedback to us, you acknowledge and agree that:

  1. your Feedback does not contain any third party's confidential or proprietary information;
  2. Neverthink is not under any obligation of confidentiality, expressed or implied, with respect to the Feedback;
  3. you hereby irrevocably assign to Neverthink all rights to your Feedback and Neverthink will be entitled to freely use, disclose, reproduce, license, distribute, and otherwise commercialize any Feedback for any purpose, in any way, in any media worldwide; and
  4. you are not entitled to any compensation or reimbursement of any kind for the Feedback from Neverthink under any circumstances.

20. Disclaimer of Warranties

(20.1) THE SERVICE (INCLUDING ALL COMPILATIONS, VIDEOS, AND OTHER CONTENT INCLUDED OR OTHERWISE MADE AVAILABLE TO YOU ON OR THROUGH THE SERVICE) ARE PROVIDED “AS IS” OR “AS AVAILABLE,” WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND. WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SERVICE OR OTHERWISE IN CONNECTION WITH THESE TERMS, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT, AS WELL AS ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, TRADE, OR CUSTOM. WE DO NOT MAKE ANY WARRANTY THAT THE SERVICE WILL BE ERROR FREE OR THAT ACCESS TO THE SERVICE WILL BE CONTINUOUS OR UNINTERRUPTED, AND WE DO NOT WARRANT THAT ANY ISSUES OR ERRORS WITH THE SERVICE WILL BE CORRECTED.

(20.2) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH THE SERVICE (INCLUDING ALL COMPILATIONS, VIDEOS, AND OTHER CONTENT INCLUDED OR OTHERWISE MADE AVAILABLE TO YOU ON OR THROUGH THE SERVICE) OR OTHERWISE FROM US WILL CREATE ANY WARRANTY REGARDING US OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER USER OF THE SERVICE. YOU UNDERSTAND AND AGREE THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING CONTENT.

(20.3) THE DISCLAIMERS IN THIS SECTION 20 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. NEVERTHINK DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT NEVERTHINK IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.

21. Limitation of Liability

(21.1) TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL NEVERTHINK AND ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS AND LICENSORS (COLLECTIVELY, “ NEVERTHINK PARTIES”) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OR RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (C) ANY CONTENT OBTAINED FROM, INCLUDED ON, OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICE; AND (D) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR USER CONTENT, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON WARRANTY, STRICT LIABILITY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF A NEVERTHINK PARTY HAS BEEN ADVISED OF OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

(21.2) TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE NEVERTHINK PARTIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE (INCLUDING ANY COMPILATIONS OR VIDEOS), AND YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, ANY PORTION OF THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO US$100.

(21.3) THE LIMITATIONS OF LIABILITY IN THIS SECTION 21 SHALL NOT APPLY IN CASE OF WILLFUL MISCONDUCT OR GROSS NEGLIGENCE AS WELL AS IN CASE OF DEATH OR PERSONAL INJURY AND OTHER CASES PROHIBITED BY APPLICABLE LAW. SOME COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.

22. Indemnification

If any third party brings a claim against us in connection with or arising out of: (a) your breach of these Terms; (b) your breach of any applicable law of regulation; (c) your infringement or violation of the rights of any third parties (including but not limited to intellectual property rights); (d) your User Content; or (e) your complaint in relation to any User Content of third parties, then you agree to defend, indemnify and hold us harmless from and against all costs, damages, liabilities, loss and expenses (including legal fees and costs) arising from or related to such claim.

23. Governing Law & Dispute Resolution

(23.1) These Terms, including the arbitration clause, and any dispute, claim or controversy arising out of or relating to these Terms, or the breach, termination or validity of these Terms, are governed by the laws of Finland without regard to its principles and rules on conflict of laws.

(23.1) Any dispute, controversy or claim arising out of or relating to these Terms, or the breach, termination or validity thereof, will be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators will be one. The seat of arbitration will be Helsinki, Finland. The language of the arbitration will be English. However, evidence may be submitted and witnesses may be heard in Finnish, to the extent the arbitral tribunal deems it appropriate.

24. Waiver

(24.1) Failure of either party to insist upon strict performance of any provision of these Terms and the failure of either party to exercise any right or remedy to which that party is entitled under these Terms will not constitute a waiver of these Terms and will not cause a diminution of the obligations under these Terms.

(24.2) No waiver of any of the provisions of these Terms will be effective unless it is expressly stated in writing and signed by both parties.

25. Assignment and Transfer of Rights

(25.1) You may neither assign, transfer, or delegate any rights or obligations under these Terms to any third party. Any purported assignment, transfer, or delegation will be ineffective.

(25.2) You acknowledge and agree that Neverthink may: (a) freely assign, transfer, or delegate any or all of our rights and obligations under these Terms to any third party at any time without providing you with notice; and (b) substitute, by way of unilateral notation, effective upon notice to you, Neverthink for any third party that assumes our rights and obligations under these Terms.

26. Entire Agreement

These Terms are the entire and exclusive agreement between Neverthink and you regarding the Service, and these Terms supersede and replace any prior agreements between Neverthink and you regarding the Service.

27. Severability

If any provision of these Terms is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, then that provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision. If a court or arbitrator finds the modified provision invalid, illegal, void, or unenforceable, then the validity, legality, and enforceability of the remaining provisions of these Terms will not be affected in any way.

28. Contact

You are always welcome to contact us with any questions, complaints or claims you may have related to the Service. Please direct your requests to: team@neverthink.tv