For the Introduction of Candidates via Technicorns

These Terms are agreed on the date of registration to Technicorns between: 

  1. TwentyAI Ltd, a company incorporated and registered in England and Wales with company number 06689694 whose registered office is at Copthall House, 14-18 Copthall Avenue, London, EC2R 7DJ (“TwentyAI”, “we”, “us”)
  2. "You", or “User”. If you are agreeing to these Terms on behalf of your employer or another entity, you represent and warrant that: (i) you have the necessary legal authority to bond your employer or such entity to these Terms; (ii) you have read and understood these Terms; and (iii) you agree to these Terms for the entity you represent. If you lack the legal authority to bind your employer or such entity, you should not agree to these Terms.

Background

  1. TwentyAI operates an online talent ecosystem website (“Technicorns”) on behalf of and for Venture Capital firms, so that their Portfolio Companies can source services from, and Engage with Candidates registered on Technicorns.
  2. By registering on Technicorns, as a User, you agree to be bound by these Terms of Use. You can view these terms at https://www.technicorns.com/terms-of-use. If you do not agree to be bound by these Terms, do not use Technicorns. If you have any questions, you can contact us by email at technicorns@twentyai.com

Definitions

In these Terms of Use, the following definitions apply:

  1. Assignment: means the period during which Candidate renders their services.
  2. Assignment Schedule: means the schedule provided by TwentyAI to the Portfolio Company confirming the details relating to services provided by the Candidate.
  3. Application: means a response from a Candidate to a Job.
  4. Candidate: means any individual who registers on Technicorns seeking to provide Candidate services to the Portfolio Company and Candidate User shall be constructed accordingly.
  5. Engagement: means employment or use of a Candidate by the Portfolio Company on a permanent, fixed term, contingent or temporary basis and Engages or Engaged shall be construed accordingly.
  6. Independent Contractor: means a Candidate who is engaged by TwentyAI on a temporary or fixed term basis for the provision of Candidate services to a Portfolio Company.
  7. Introduction: shall constitute the Portfolio Company accessing the Candidate profile or becoming aware of the Candidates information via Technicorns or referred to directly by TwentyAI and Introduced shall be construed accordingly.
  8. Job: means a posting on Technicorns by the Portfolio Company setting out a description of the services required from a Candidate for an Engagement.
  9. Recruitment Fee: the fees due from the Portfolio Company to TwentyAI in consideration of the TwentyAI Services provided together with all applicable sales taxes.
  10. Registration: means a Candidate profile created or uploaded to Technicorns by the Candidate and Registered shall be construed accordingly.
  11. Salary: the annual base salary (converted from gross hourly pay if applicable) received by the Candidate as a result of an Engagement, excluding any guaranteed and/or anticipated bonus and commission earnings.
  12. Services: all associated features, functionalities, websites, mobile sites, user interfaces, and any content and software applications associated with and provided by TwentyAI via Technicorns.
  13. Submission: means a Candidate profile created or uploaded to Technicorns directly by TwentyAI and Submitted or Submits shall be construed accordingly.
  14. Temporary Employee: means a Candidate who is employed by TwentyAI on a temporary or fixed term basis for the provision of Candidate Services to a Portfolio Company.

Terms

These terms shall govern the use of Technicorns provided by TwentyAI hereunder:

  1. The Terms
    1. Acceptance of Terms. These Terms are effective as of the date you first click “I agree” (or a similar button or checkbox) or use or access Technicorns, whichever is earlier. These Terms do not have to be signed to be binding. To clarify, these Terms encompass any hyperlinks to this document and any other agreements signed by the parties that refer to these Terms. If you disagree with these Terms or are unable to adhere to them, you should refrain from using Technicorns.
    2. Modification of Terms. We reserve the right to update the Terms from time to time at our discretion. We may do so for technical or legal reasons, or because the needs of our business have changed. You agree that if you do not accept any amendment to our Terms then you shall immediately stop accessing and/or using Technicorns.
    3. Notification of Modification of Terms. If we reasonably believe that the change to the Terms is significant, we shall notify all registered users by email with details of the change and the effective date of the change.  Otherwise, updated Terms will be effective as soon as they are accessible. You are responsible for regularly reviewing the Terms so that you are aware of any changes to them.
    4. Handling of Personal Information. By submitting your personal information to us, using our Services, or interacting with us in any way, you are giving your consent for us to collect, use, and share your information as outlined in our Privacy Policy. This includes any purposes we specified when you initially provided your personal data.
  2. Technicorns Use and Availability
    1. You shall not, except to the extent expressly permitted under this Agreement, or as may be allowed by any applicable law which is incapable of exclusion;some text
      1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of Technicorns in any form or media or by any means;
      2. attempt to de-compile, reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of Technicorns;
      3. access all or any part of the Services to build a product or service which competes with Technicorns;
      4. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except Authorized Users;
      5. transmit spam, chain letters, unsolicited emails, advertising, or promotional materials via Technicorns;
      6. encourage or otherwise deliberately or recklessly involve any breach of applicable laws, regulations, codes of practice and/or guidelines;
      7. be obscene, offensive, hateful, inflammatory, or unlawful, or promote illegal activities, violence or hatred
      8. be discriminatory or appear to be discriminatory of any group of people including on the grounds of gender, sexual orientation, religion, ethnicity, race, age, national origin, disability, or other enumerated grounds of discrimination;
      9. submit false or misleading information;
      10. collect or track the personal information of others;
      11. infringe the copyright, database rights, trademark rights or other intellectual property rights of TwentyAI or any third party;
      12. interfere with or circumvent security features, upload, or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of Technicorns, any other website, or the Internet;
      13. spam, phish, pharm, pretext, spider, crawl, or scrape for any obscene or immoral purpose.
    2. You shall use all reasonable endeavours to prevent any unauthorized access to, or use of, the Services and, in the event of any such unauthorized access or use, notify TwentyAI without undue delay.
    3. TwentyAI try to always maintain availability of Technicorns. However, there may be occasions when access may be interrupted, including for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment. TwentyAI shall try to schedule maintenance and upgrades outside of normal working hours. However, you agree that TwentyAI have no liability to you for such interruptions. 
    4. TwentyAI are not liable if you are unable to access Technicorns for any reason within your control, including your failure to use appropriate equipment or your insufficient bandwidth.
    5. TwentyAI grants to the Portfolio Company a non-exclusive, non-transferable right, without the right to grant sublicences, to permit authorized users to access and use Technicorns, and to permit end users to use Technicorns, during the Term solely for the Portfolio Companies business operations. The rights provided under this clause are granted to the Portfolio Company only and shall not be considered granted to any subsidiary or holding company of the Portfolio Company.
    6. Users may receive access to certain Services or product features on a free, fully discounted, or trial basis or as an alpha, beta, or early access offering (“Free and Beta Services”). Use of Free and Beta Services is limited to the period specified by TwentyAI. TwentyAI may terminate use of Free and Beta Services at our discretion at any time, without liability to the User. TwentyAI may modify Free and Beta Services at any time for any reason. Free and Beta Services may be inoperable, incomplete, or include features that we may never release, and their features and performance information are our confidential information. NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS, TWENTYAI PROVIDE NO WARRANTY, INDEMNITY, SERVICE LEVEL AGREEMENT, OR SUPPORT FOR FREE AND BETA SERVICES AND TWENTYAI WILL HAVE NO LIABILITY TO USERS OR ANY THIRD PARTY FOR USE OF FREE AND BETA SERVICES
  1. Termination or Suspension
    1. You may contact TwentyAI at any time at the email address set out above to terminate your account or you can do so within your dashboard on Technicorns.
    2. TwentyAI may suspend or terminate your account at any time and without liability to you for any reason, including if:
      1. any information that you provide to us is not true or we cannot verify or authenticate any such information;
      2. we receive complaints or disputes are raised in relation to your activities on Technicorns or otherwise;
      3. you commit a material breach of any provision of these Terms, which breach is irremediable or (if such breach is remediable) if you fail to remedy that breach within a period of 30 days after being notified;
      4. you repeatedly breach any provision of these Terms in such a manner as to reasonably justify the opinion that you do not intend to, or are unable to, comply with the Terms;
      5. TwentyAI is required to do so by law.
    3. Following termination by TwentyAI of your account you must cease to use Technicorns and you must not re-register on Technicorns under any other name. 
    4. Termination of Users accounts involves:
      1. Removal of access to Technicorns Services;
      2. Deletion of Users’ password and all related information;
      3. Banning of further use of Technicorns.
    5. In relation to Portfolio Companies, TwentyAI reserve the right to close any Jobs as a result of such termination.
    6. In relation to Candidates, upon the commencement date of an Engagement on a Permanent basis we will hide your account from view for a period of 12 months so that you cannot submit Applications for Jobs on Technicorns to other Portfolio Companies.
    7. On termination any rights, remedies, obligations, or liabilities that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Terms which existed at or before the date of termination shall not be affected or prejudiced.
  1. Registration
    1. The details that you provide for registration must be true, accurate and complete. You agree to update your account to reflect any changes to those details, or to notify us accordingly and we can make the changes. At our request, you shall provide evidence of your compliance with this clause. You also agree to provide any further information we may require from you from time to time, including information relating to your identity. We may not accept your registration until we have verified this information, and we shall notify you accordingly. We reserve the right to refuse your registration.
    2. When you register on Technicorns you will create a password. You are responsible for keeping your password confidential. You are responsible for any activity under your account. Please take precautions to protect your password and contact us immediately by email to company email if you believe there has been any unauthorized use of your account. You may not transfer your account to anyone else. We may deny access to a password if we reasonably believe that it is being used by an unauthorized person or that the user is in breach of the Terms.
  1. Jobs
    1. All Jobs must be for bona fide positions that the Portfolio Company is ready to make an immediate hire for.
    2. All Jobs should include sufficient information for the Candidate to review and decide whether or not they are interested in preparing an Application. Portfolio Company Users undertake to provide details including:
      1. a clear description of the type of work that the Candidate would be required to do, the location and approximate hours of work. The Job should accurately describe the role and not mislead the Candidate. Sufficient detail should be included for the Candidate to understand the nature of the Job and the basic requirements of the Job;
      2. any assumptions or likely difficulties associated with the Job;
      3. the experience training, qualifications, and authorization which the Portfolio Company considers necessary, or which are required by law or any professional body for the Candidate(s) to possess;
      4. any risks to health or safety known to the Portfolio Company and what steps the Portfolio Company has taken to prevent or control such risks;
      5. details of the date the Portfolio Company requires the Candidate to commence, the duration or likely duration of the work;
      6. confirm the rate of Salary and details of any expenses and any other benefits that would be offered together with the intervals of payment of Salary;
      7. where applicable, the length of notice which the Candidate would be required to give, and entitled to receive, to terminate the Engagement.
    3. Jobs and communications with Candidates must be written and posted in a fair, honest, and professional manner in the context of the potential relationship.   
    4. TwentyAI may at our sole discretion:
      1. require amendment of the content of any Job posted on Technicorns;
      2. remove the content of any Job posted on Technicorns at any time and without notice if we reasonably believe that such content breaches any part of the Terms.
    5. We shall host the Job in accordance with the Terms on Technicorns until it is removed, or until we reasonably believe the Job is no longer active.
  1. Reviews and Communication
    1. Candidates and Portfolio Companies may leave a Review for each other following completion of an Engagement.
    2. You warrant and represent that your Reviews shall:
      1. be fair, genuine, and honest, and properly represent your experience;
      2. not contain any content that is threatening, offensive, spiteful, obscene, or defamatory or otherwise unlawful;
      3. not be construed as an advertisement for your or any third party’s products, services, or business.
    3. TwentyAI do not review all communications made via Technicorns, but we reserve the right, to monitor, verify, edit, or remove any content, materials, or information, including submissions related to the Services or other features at our sole discretion.
    4. TwentyAI do not routinely monitor any Review, but we reserve the right, to verify, edit, remove, or not post any Review at our sole discretion in the case it contains inappropriate language or remarks.
    5. You agree that you must not offer or receive any incentive to write a Review.
    6. You grant us a license to edit and use your Review on Technicorns within marketing and publicity materials for our business and to improve the functioning of Technicorns and monitor the activities of Talent Ecosystem visitors.  
    7. A Review is not an endorsement or recommendation by us of that User, and you rely on the content of a Review at your sole discretion.
  1. Portfolio Company relationship with Candidates
    1. Candidates hereby acknowledge and agree that:
      1. Your Candidate Profile (except your address) is available to all Portfolio Companies. A Portfolio Company may message you and/or invite you to submit an Application in respect of a Job and if you do so, then you and the Portfolio Company can message each other through Technicorns to discuss the Services and the Job to try to reach an agreement.
      2. By sending an Application to a Job, you are inviting the Portfolio Company to contract with you either on a Permanent basis directly as an employer, or on a Temporary/Fixed Term basis indirectly via twentyAI as a Temporary Employee or Independent Contractor. If the Portfolio Company accepts your Application, this will constitute an acceptance of an Engagement.
    2. Portfolio Company Users hereby acknowledge and agree that:
      1. Within your account you will be able to view Candidate data and information, including (without limitation) business email, personal and professional information included on a Candidate profile, message Candidates, and invite Candidates to apply for a Job. If a Candidate sends you a Job Application, you can then discuss the Job on Technicorns to try to reach an agreement. You agree that unless you reach such an agreement with a Candidate, you agree to keep the details of the Candidate’s Application confidential and not use it for any purpose whatsoever, including contacting them outside of Technicorns to circumvent Technicorns, or to refer them to another product or service that competes with Technicorns.
      2. Within your account you will be able to refer Candidates to join Technicorns. If you refer a Candidate you have prior knowledge of, and experience working with the Candidate, you agree to write that Candidate a Review which will be displayed on their Candidate profile. The Review of the Candidate shall comply with the provisions of Section 6. Upon a referred Candidate securing their first Engagement, and provided that a Review has been left by you, as the referrer of that Candidate you shall receive a credit to the account balance of your Portfolio Company as set out in the Terms of Business and Fees Schedule.
    3. Portfolio Company Users agree to treat all Candidate Personal Data and other information relating to a Candidate as confidential and shall comply with the relevant Data Protection Legislation in respect of the Candidate’s Personal Data. In particular, Portfolio Company Users shall:
      1. keep secure the Candidate’s Personal Data, and not share it with any third party, or use it for any purpose except in relation to a Job unless the Candidate agrees to any other use;
      2. take appropriate security measures (including physical, electronic, and procedural measures) to help safeguard the Candidate’s Personal Data from unauthorized access, loss and disclosure; and
      3. ensure that individuals processing the Candidate’s Personal Data are subject to a duty of confidence in relation to the Candidate’s Personal Data;
      4. assist us to respond to a data subject access request;
      5. assist us to allow Candidates to exercise their rights under the relevant Data Protection Legislation and to meet our legal obligations in relation to the security of processing, the notification of breaches of Personal Data and data protection impact assessments;
      6. at our request, submit to audits and inspections by us to ensure that you are complying with your obligations under this Condition and notify us if you are requested to take any action in breach of any the relevant Data Protection Legislation relating to a Candidate’s Personal Data.
    4. TwentyAI can make no guarantees regarding how a Portfolio Company treats Candidate Personal Data. If a Candidate has any concerns about how a Portfolio Company is using Candidate Personal Data, please contact us and the Portfolio Company directly.
    5. If a Portfolio Company User agrees to hire a Candidate, by clicking the ‘Accept Contract’ (or similar button or checkbox) on the Job page, this will form an Agreement between the Portfolio Company and TwentyAI under the Portfolio Company Terms of Business.
    6. Upon acceptance of an Application on a Temporary or Fixed Term basis, an Assignment Schedule will be provided to the Candidate and Portfolio Company by TwentyAI for agreement and signature, including the following:
      1. the scope of Services set out in the Application, which may also refer to the description of the Job and any messages between the Portfolio Company and the Candidate;
      2. the detail of Salary, frequency of payment, hours of service, disbursements or expenses, overtime and any other agreed emoluments between the Portfolio Company and the Candidate
      3. the nature of the relationship between the Portfolio Company and the Candidate in the case of an Independent Contractor, or between TwentyAI and the Candidate in the case of a Temporary Employee;
      4. obligations, agreements, and representations of the Candidate to the Portfolio Company and TwentyAI;
      5. terms relating to confidential information and intellectual property rights. Unless expressly stated, all IP rights in the work created by the Candidate will transfer to the Portfolio Company on full payment;
      6. that the Candidate shall provide the Candidate services with reasonable skill and care, and in accordance with all applicable laws and regulations.
    7. Upon acceptance of an Application on a Permanent basis, the Portfolio Company will offer and agree a Contract of Employment with the Candidate which may be facilitated by or via TwentyAI.
  1. Candidate Profile and Applications
    1. Candidate Users may upload a Candidate Profile and in doing so agree that their profile will include as a minimum all the information that they are prompted to submit, including details about remuneration requirements. A Candidate User warrants and represents that all content included in their profile shall be accurate and up-to-date and shall accurately describe their qualifications and experience.
    2. Candidate Users will submit Job Applications on Technicorns which should include clear information about their qualifications and experience. The content in a Candidate Profile and Applications shall not:
      1. breach the provisions of any law, statute or regulation;
      2. infringe the copyright, database rights, trade mark rights or other IP Rights of any third party;
      3. be made in breach of any legal duty owed to any third party, such as a contractual duty or a duty of confidence;
      4. be deliberately or knowingly false, inaccurate or misleading; 
      5. include any content which promotes fraudulent or illegal activities; promotes violence or hatred; is discriminatory of any group of people; is offensive, hateful or inflammatory; 
      6. include any content or links to third party advertising
      7. give rise to any cause of action against us.
    3. We do not routinely monitor or review any content within a Candidate Profile. However, we may remove any content at any time and without notice if we reasonably believe that such content infringes any of the provisions of this clause.
    4. If a Candidate User no longer wishes for their profile to be available on Technicorns, please let us know or delete it. Note that Portfolio Companies who have already accessed a Candidate Profile will not know that Candidate is no longer interested in receiving information about job opportunities so Candidates will need to inform Portfolio Companies of this when they make contact. 
    5. Candidate Users should remove their profile from Technicorns if they are no longer seeking opportunities. Candidate Users may not delete their user accounts if they have not completed an agreed Engagement.
    6. Upon the commencement date of an Engagement on a Permanent basis Candidate Profiles will be hidden for a period of 12 months from Technicorns so that they are not visible to other Portfolio Companies.
    7. Candidate communications with Portfolio Companies must be written and posted in a fair, honest, and professional manner in the context of the relationship. Candidate Users acknowledge that the Portfolio Company shall rely on the information in a Candidate Profile and an Application to determine whether or not to engage a Candidate and accordingly, a Candidate shall immediately notify the Portfolio Company if the information in a Candidate Profile and/or Application changes before a Candidate enters into an Engagement.
  1. Intellectual Property
    1. The copyright in all content on Technicorns is owned by or licensed to TwentyAI. All rights are reserved. You can view, print, or download extracts of Technicorns for your own use to exercise your rights and carry out your obligations under these Terms and for no other purposes.  You cannot otherwise copy, edit, vary, reproduce, publish, display, distribute, store, transmit, commercially exploit, disseminate in any form whatsoever or use the content of Technicorns without our permission.  
    2. Occasionally, you might provide, or TwentyAI may request, or you may voluntarily offer feedback about the Services including but not limited to comments, questions, ideas, suggestions, or other types of responses ("Feedback"). We reserve the right to utilize, replicate, disclose, license, distribute, and exploit any Feedback in any way, without any commitment, payment, or constraints related to intellectual property rights or otherwise. Feedback you provide will not be treated as confidential information. Additionally, nothing in these Terms restricts our ability to independently utilize, develop, assess, or market any products or services, whether they incorporate Feedback or not.
  1. Representations and Warranties
    1. As a condition of use of the Services, you represent and warrant that:
      1. you possess the legal authority to create a binding legal obligation;
      2. you will use the Services in accordance with these Terms;
      3. all information supplied by you via the Services is true, accurate, current, and complete;
      4. you have not previously been suspended or removed from Technicorns;
      5. your use of the Services will not infringe or misappropriate the confidentiality or intellectual property rights of any third party;
      6. your registration and use of Technicorns comply with all applicable laws and regulations.
    2. Technicorns interacts with or may be connected to various third-party applications, websites, devices, tools, and services, ("Third-Party Applications”), to provide the Services to you. These Third-Party Applications operate under their own terms of use and privacy policies. Your use of these Third-Party Applications will be governed by their respective terms and privacy policies. It's important to understand that we do not endorse, nor are we liable for, the actions, features, or content of any Third-Party Applications, nor for any transactions you may engage in with their providers. Furthermore, we do not guarantee that these Third-Party Applications will be compatible, or remain compatible, with our Services.
    3. PLEASE BE AWARE THAT THE SERVICES AND AS SUCH ALL RELATED INFORMATION AND CONTENT PROVIDED THROUGH TECHNICORNS IS OFFERED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY FORM OF EXPLICIT OR IMPLICIT WARRANTY. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, BOTH WE AND OUR SUPPLIERS AND LICENSORS DO NOT PROVIDE ANY WARRANTIES OR ASSURANCES REGARDING QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OWNERSHIP, OR NON-INFRINGEMENT. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR TIMELINESS OF INFORMATION ACCESSIBLE VIA THE SERVICE. THE INFORMATION PROVIDED ON TECHNICORNS SHOULD NOT BE THE ONLY FACTOR IN YOUR DECISION-MAKING PROCESS.
  1. Indemnity
    1. Candidate Users shall defend and indemnify us and keep us indemnified and held harmless from and against any costs, losses, damages, expenses, and liabilities that we may suffer or incur arising as a result of any third-party claim or allegation:
      1. in relation to the content of your Candidate Profile; 
      2. from a Portfolio Company or any third party relating to Candidate acts or omissions. 
    2. This indemnity will survive termination of a Candidate account on Technicorns.
  1. Candidate Circumvention
    1. Candidate Users agree that all Fees for services they provide to a Portfolio Company at any time shall be paid to us by the Portfolio Company pursuant to the Terms of Business between us and the Portfolio Company. We shall then pay such sums as are due to you resulting from an Engagement pursuant to these Terms and any Assignment Agreement between us and you. If following completion of a Job, you agree to provide further services to a Portfolio Company, you shall do so only through Technicorns. You must not request any sums from a Portfolio Company directly or suggest that the Portfolio Company pays any sums to you directly.
    2. In order to ensure that you have complied with this clause, we shall on reasonable notice to you be entitled to audit all payment records relating to a Portfolio Company that has been Introduced to you via Technicorns to ensure full and accurate disclosure and payment of all Fees due.
    3. Any breach of this clause shall constitute a material breach of these Terms, and we shall be entitled to suspend or terminate your account and claim appropriate damages in respect of any loss suffered as a result.
  1. General
    1. Severability. If any part of these Terms is held by a court of law (or similar forum) to be invalid or unenforceable, this shall not affect the validity or enforceability of the rest of these Terms.
    2. Waiver. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
    3. Class Action Waiver. By using the Services, you consent to settle any claims or disputes with us individually, instead of through a group or class-based process. You hereby waive any rights to initiate or join any class action litigation against us regarding any claims, disputes, or controversies arising from your use of the Services. Where relevant, you agree to exclude yourself from any class proceeding initiated against us. This waiver does not apply to claims or disputes that arise under consumer protection laws or any other scenarios where class action lawsuit waivers are legally unenforceable.
    4. Notices. We may be required by law or at your request to send you communications about the Services. You agree that in relation to these Terms of Use, we may send these communications to you via email or by posting them on Technicorns. The provisions of this Clause shall not apply to the service of any proceedings or other documents in any legal action.
  1. Governing Law
    1. Each party acknowledges that, in entering these Terms, it does not rely on any statement, representation, assurance or warranty (whether it has made negligently or innocently) of any person (whether a party to these Terms or not) other than as expressly set out in these Terms.
    2. If you are a resident in the United States, these Terms shall be governed and construed in accordance with New York Law and the parties submit to the exclusive jurisdiction of the State or Federal Courts in New York.
    3. If you are a resident in the United Kingdom or European Union, these Terms shall be governed and construed in accordance with English Law and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.