LaMetric Developer Distribution Agreement

THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND TIME LIMIT ON SUBMITTING CLAIMS THAT AFFECT YOUR RIGHTS. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.

1. Definitions

  1. 1.1. "Agreement" means this LaMetric Developer Distribution Agreement.
  2. 1.2. "Brand Features" means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as owned (or licensed) by such party from time to time.
  3. 1.3. "Companion Apps" means software applications for Companion Devices that connect to and communicate with Devices through the LaMetric Mobile App(s).
  4. 1.4. "Companion Devices" means Android and iOS mobile devices that can connect to and communicate with Devices via the LaMetric Mobile App(s).
  5. 1.5. "Developer Account" means your registered developer account that is required for you to be able to distribute Products via the LaMetric Mobile App(s).
  6. 1.6. "Devices" means an authorized LaMetric device, distributed or licensed by Smart Atoms Limited to use the LaMetric Platform.
  7. 1.7. "LaMetric" means Smart Atoms Limited, a United Kingdom limited company having its principal place of business at 39C Fermoy Road, London, W9 3NH.
  8. 1.8. "LaMetric Mobile App(s)" means the mobile applications made available by LaMetric for use with Android or iOS mobile devices that provide a marketplace that enables users to search for Products to download to use with Devices and with Companion Devices.
  9. 1.9. "Products" means software applications and related digital materials that are distributed via the LaMetric Mobile App(s). Products may be applications for use on a Device and/or may be Companion Apps.
  10. 1.10. "LaMetric Platform" means the LaMetric hardware device firmware and software application platform.

2. Agreement Formation

  1. 2.1. Acceptance of this Agreement. You must accept this Agreement before you distribute or install your Products through the LaMetric Mobile App(s). By submitting any Product for distribution via the LaMetric Mobile App(s), or by clicking to accept this Agreement, you hereby agree to the terms and conditions of this Agreement. Do not accept this Agreement or submit any Products for distribution via the LaMetric Mobile App(s) if you or your company is barred from use of the LaMetric Mobile App(s) or the distribution of your Products under the laws or regulations of the United Kingdom or any other country.
  2. 2.2. Authority. You represent and warrant that you are of the legal age of majority in the country in which you reside (typically 18) or that you have your parent or legal guardian's permission to agree to these terms. If you are agreeing to be bound by this Agreement on behalf of your employer or another entity, you represent and warrant that you have full legal authority to bind your employer or such entity to this Agreement. If you do not have such legal authority, you may not accept this Agreement or submit Products for the LaMetric Mobile App(s) on behalf of your employer or any other entity.

3. License Grants

  1. 3.1. You grant to LaMetric a non-exclusive, worldwide and royalty-free license to: (a) copy, perform, display and use the Products for administrative and demonstration purposes in connection with the operation and marketing of the LaMetric Mobile App(s); and (b) use the Products to make improvements to the LaMetric Platform.
  2. 3.2. You grant to LaMetric a non-exclusive and royalty-free license to distribute the Products according to any publishing options selected by you on the Product upload for the LaMetric Mobile App(s). You further grant LaMetric a non- exclusive and royalty-free license to copy the JSON included in your Product and store that code in a central location in the iOS version of the Smartwatch App for review and approval by Apple Corporation.
  3. 3.3. LaMetric may use consultants and other contractors in connection with the performance of its obligations and to exercise its rights under this Agreement, provided that such consultants and contractors are subject to the same obligations as LaMetric. After termination of this Agreement, LaMetric will not distribute your Product, but may retain and use copies of the Product for support purposes.
  4. 3.4. You grant to the user a non-exclusive, worldwide and perpetual license to perform, display and use the Product on the Devices and/or Companion Devices, as applicable. If you choose, you may include a separate end user license agreement in your Product that will govern the user's rights to the Product in lieu of the previous sentence.
  5. 3.5. You represent and warrant that you have all intellectual property rights, including all necessary patent, trademark, trade secret, copyright or other proprietary rights, in and to your Products. If you use third-party materials, you represent and warrant that you have the right to distribute the third- party materials in your Products. You agree that you will not submit material to LaMetric that is copyrighted, protected by trade secret or otherwise subject to third-party proprietary rights, including patent, privacy and publicity rights, unless you are the owner of such rights or have sufficient permission from their rightful owner to submit the material in accordance with this Agreement.

4. Brand Features and Publicity

  1. 4.1. Brand feature Ownership and License. Each party will own all right, title and interest (including, without limitation, all intellectual property rights) in and to its Brand Features. Except to the limited extent expressly provided in this Agreement, neither party grants, nor will the other party acquire, any right, title or interest (including, without limitation, any implied license) in or to any Brand Features of the other party. Subject to the terms and conditions of this Agreement, you grant to LaMetric a limited, non-exclusive license during the term of this Agreement to display your Brand Features, submitted by you to LaMetric, for use in connection with the distribution and sale of your Products through the LaMetric Mobile App(s) and/or to otherwise fulfill LaMetric's obligations under this Agreement. If you discontinue the distribution of specific Products on the LaMetric Mobile App(s), LaMetric will cease use of the discontinued Products' Brand Features pursuant to this Section 4.1, except as necessary to allow LaMetric to facilitate any reinstalls for users who downloaded the Products prior to the date you removed them from the LaMetric Mobile App(s).
  2. 4.2. No Confusion. Unless you have received LaMetric's express written permission, you will not otherwise use any trademark, service mark, commercial symbol or other proprietary right of LaMetric as part of the title for any of your Products.
  3. 4.3. Publicity. In addition to the license granted in 4.1 above, for purposes of marketing the presence and distribution of the your Products via the LaMetric Mobile App(s), LaMetric may include your Brand Features submitted by you to LaMetric: (a) within the LaMetric Mobile App(s) and in any LaMetric-owned online or mobile properties; (b) in other online or mobile communications; (c) in presentations; and (d) in customer lists, which appear either online or on mobile devices (which includes, without limitation, customer lists posted on LaMetric websites). If you discontinue the distribution of specific Products via the LaMetric Mobile App(s), LaMetric will cease use of the discontinued Products' Brand Features for such marketing purposes within a reasonable period of time. LaMetric grants to you a limited, non-exclusive, worldwide, royalty-free license to use the LaMetric Brand Features for the term of this Agreement solely for marketing of your Products and only in accordance with the LaMetric Brand Guidelines.

5. Your Use of the LaMetric Mobile App(s) Market

  1. 5.1. Limited License. Except for the license rights granted by you in Sections 3 and 4 above, LaMetric agrees that it obtains no right, title or interest from you (or your licensors) under this Agreement in or to any of your Products, including any intellectual property rights in those Products.
  2. 5.2. Use of Apps. You agree to use the LaMetric Mobile App(s) and related market only for purposes that are permitted by: (a) this Agreement; and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions in which your Products are distributed or used (including any laws regarding the export of data or software to and from the United Kingdom or other relevant countries).
  3. 5.3. Protection of Users. You agree that if you use the LaMetric Mobile App(s) to distribute your Products, you will protect the privacy and legal rights of your users, prominently display a privacy policy that describes to your users the information that is collected by you and your Products and how such information is used and shared. You will obtain all required consents from your users regarding the collection, use and disclosure of your users' personal information. You will maintain and process all user data in accordance with your privacy policy and all applicable laws and regulations in any countries in which your Products are distributed or used.
  4. 5.4. Prohibited Actions. You agree that you will not engage in any activity with the LaMetric Mobile App(s) and/or the related market, including the development or distribution of Products, which interferes with, disrupts, damages or accesses in an unauthorized manner the devices, servers, networks or other properties or services of any third party, including, but not limited to, those related to the providers of the Companion Devices and their users, LaMetric or any mobile network operator.
  5. 5.5. Non-Compete. You may not use the LaMetric Mobile App(s) to distribute or make available any Product whose primary purpose is to facilitate the distribution of software applications for Android and/or iOS mobile devices that do not make use of, do not interact with and/or are unrelated to the Devices.
  6. 5.6. Sole Responsibility. You agree that you are solely responsible for (and that LaMetric has no responsibility to you or to any third party for) any Products you distribute through the LaMetric Mobile App(s) and for the consequences of your actions (including any loss or damage that LaMetric may suffer as a result). You agree that you are solely responsible for (and that LaMetric has no responsibility to you or to any third party for) any breach of your obligations under this Agreement, any applicable third-party contract or terms of service, or any applicable law or regulation and for the consequences (including any loss or damage which LaMetric or any third party may suffer) of any such breach.
  7. 5.7. Product Ratings. The LaMetric Mobile App(s) and the related web pages offered by LaMetric will allow users to rate Products. Product ratings will be used to determine the placement of Products on the LaMetric Mobile App(s), with higher- rated Products generally given better placement, subject to LaMetric's ability to change such placement in LaMetric's sole discretion. The LaMetric Mobile App(s) may also assign you a composite score for any Product that has not received user ratings. A composite score will be a representation of the quality of your Product based on your history and will be determined in LaMetric's sole discretion. For new developers without Product history, LaMetric may use or publish performance measurements, such as uninstall rates, to identify or remove Products that are not meeting acceptable standards, as determined by LaMetric in LaMetric's sole discretion. LaMetric reserves the right to display Products to users in a manner that will be determined in LaMetric's sole discretion. Your Products may be subject to user ratings to which you may not agree. You may contact LaMetric if you have any questions or concerns regarding such ratings.
  8. 5.8. Uploading Products to LaMetric Mobile App(s). You will be responsible for uploading your Products to the LaMetric Mobile App(s), providing required Product information to users and accurately disclosing the security permissions necessary for the Product to function on user Devices and/or Companion Devices, as applicable. Products that are not properly uploaded will not be published in the LaMetric Mobile App(s).
  9. 5.9. Restricted Content. Any Product you distribute on the LaMetric Mobile App(s) must adhere to the Developer Program Policies, which can be found at//www.android.com/market/terms/developer-content-policy.html.

6. Product Takedowns

  1. 6.1. Your Takedowns. You may remove your Products from future distribution via the LaMetric Mobile App(s) at any time, but you must comply with this Agreement for any Products distributed through the LaMetric Mobile App(s) prior to removal. Removing your Products from future distribution does not: (a) affect the license rights of users who have previously downloaded your Products; (b) remove your Products from Devices or from any part of the location where previously purchased or downloaded applications are stored by LaMetric on behalf of users; or (c) change your obligation to deliver or support Products or services that have been previously downloaded by users.
  2. If you remove a Product from the LaMetric Mobile App(s) pursuant to clauses (i), (ii), (iii) or (iv) of this Section 6.1, and a user purchased such Product within a year before the date of takedown, at LaMetric's request, you must refund to the affected user all amounts paid by such user for such affected Product.
  3. 6.2. LaMetric Takedowns. While LaMetric does not undertake any obligations to monitor the Products or their content, if LaMetric is notified by you or otherwise becomes aware and determines in its sole discretion that a Product, or any portion thereof, or your Brand Features: (a) violates the intellectual property rights or any other rights of any third party; (b) violates any applicable law or is subject to an injunction; (c) is pornographic, obscene or otherwise violates LaMetric's hosting policies or other terms of service as may be updated by LaMetric from time to time in its sole discretion; (d) is being distributed by you improperly; (e) may create liability for LaMetric or a third party app store provider; (f) is deemed by LaMetric to have a virus or is deemed to be malware, spyware or have an adverse impact on LaMetric's or a third-party communication carrier's network; (g) violates the terms of this Agreement; or (h) display of the Product is impacting the integrity of LaMetric's servers (i.e., users are unable to access such content or otherwise experience difficulty), LaMetric may remove the Product from the LaMetric Mobile App(s) or reclassify the Product in its sole discretion. LaMetric reserves the right to suspend and/or bar any developer and the related Products from the LaMetric Mobile App(s) in its sole discretion.

LaMetric enters into distribution agreements with device manufacturers and communication carriers to place the LaMetric Mobile App(s) on the app stores for Companion Devices. These distribution agreements may require the involuntary removal of Products in violation of the Companion Device manufacturer's or communication carrier's terms of service.

7. Privacy

LaMetric may collect certain usage statistics from the Devices using your Products, including, but not limited to, information of how the Products and Devices are being used. This information will be collected and used in accordance with the LaMetric Privacy Policy, which can be found at http://store.lametric.com/pages/privacy-policy.

8. Fees and Payments

At this time, LaMetric does not charge any fees to upload a Product for distribution via the LaMetric Mobile App(s) and does not have in place any mechanism to enable you to charge any fees for the use of your Product. If this changes in the future, LaMetric will update this Agreement to reflect the changes in accordance with the terms of Section 15.

9. Term and Termination

This Agreement is effective until terminated by LaMetric or you as described below.

  1. 9.1. You may terminate this Agreement by providing LaMetric with thirty (30) days' prior written notice, unless this Agreement otherwise terminates pursuant to Section 9.2.
  2. 9.2. LaMetric may terminate this Agreement at any time, on its sole discretion and also if: (a) you have breached any provision of the this Agreement; (b) LaMetric is legally required to do so; (c) LaMetric decides not to provide the LaMetric Mobile App(s) or services related to the LaMetric Mobile App(s) to users in the country in which you reside or (d) LaMetric decides not to provide some of the services (including API).
  3. 9.3. The provisions of Sections 1, 4.3, 7, 9.3, and 10 through 16 of this Agreement will survive any termination or expiration of this Agreement.

10. No Warranty

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE LAMETRIC MOBILE APP(S) IS AT YOUR SOLE RISK AND THAT THE LAMETRIC MOBILE APP(S) ARE PROVIDED TO YOU ON AN "AS IS" BASIS AND WITHOUT WARRANTY OF ANY KIND. LAMETRIC DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, RELATING TO THE SMARTWATCH APP(S), INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU AGREE THAT YOUR USE OF THE LAMETRIC MOBILE APP(S) IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR ANY LOSS OF DATA THAT RESULTS FROM SUCH USE. YOU ACKNOWLEDGE AND AGREE THAT LAMETRIC CANNOT ENSURE THAT PRODUCTS SUBMITTED BY OR ON BEHALF OF YOU WILL BE PROTECTED FROM THEFT OR MISUSE OR FREE OF VIRUSES OR OTHER DESTRUCTIVE FEATURES, AND THAT LAMETRIC WILL HAVE NO LIABILITY ARISING FROM A FAILURE OF ANY SECURITY TECHNOLOGY OR PROCEDURE OR OF ANY USER TO COMPLY WITH ANY TERMS OF USE REGARDING THE LAMETRIC MOBILE APP(S) OR OTHERWISE.

11. Limitation of Liability

  1. 11.1. No Liability for Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL LAMETRIC BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) ARISING OUT OF THE USE OF THE LAMETRIC MOBILE APP(S) OR THE DISTRIBUTION AND USE OF YOUR PRODUCTS REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF LAMETRIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  2. 11.2. Limitation on Direct Damages. IN NO EVENT WILL LAMETRIC'S AGGREGATE LIABILITY TO YOU UNDER THIS AGREEMENT EXCEED FIVE DOLLARS (USD $5).
  3. 11.3. Allocation of Risk. You and LaMetric agree that the foregoing warranty disclaimer and limitation of liability in Sections 10 and 11, respectively, fairly allocate the risks in this Agreement between the parties. You and LaMetric further agree that this allocation is an essential element of the basis of the bargain between the parties, that LaMetric would not have entered this Agreement without these limitations, and that the limitations will apply notwithstanding any failure of the essential purpose of this Agreement or any limited remedy hereunder.

12. Indemnification

To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless LaMetric, its affiliates and their respective directors, officers, employees, agents and representatives from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or allegedly based (in whole or in part) on: (a) your use of the LaMetric Mobile App(s); (b) your Product(s) (and any content contained therein); (c) any violation by you of any applicable law or regulation, including, without limitation, the violation of any privacy law or regulation; or (d) any non- compliance by you with the terms of this Agreement.

13. Export

You acknowledge and agree that you will not import, export, or re-export, directly or indirectly, any commodity (including, without limitation, the Product to any country in violation of the laws and regulations of any applicable jurisdiction. This restriction expressly includes, without limitation, the export regulations of the United Kingdom, and the import and export restrictions of the various European countries. You further agree to defend, indemnify and hold harmless LaMetric, its affiliates and their respective directors, officers, employees, agents and representatives from any losses, costs, claims or other liabilities arising out of your breach of this Section 13.

14. Dispute Resolution and Binding Arbitration Provision

Definitions. As used in this Arbitration Provision, the terms " LaMetric ," "we," "us," and "our" refer to Smart Atoms Limited, including its subsidiaries and agents; the terms " you" and " your" refer to you as an individual as well as other individuals you allow to access or use the Products, and any legal entity you control, work for, or represent when you access or use the Products. The word " Products" means your access to and/or use of any LaMetric website, advertisement or promotion and any product, service, or software that you obtain from or through LaMetric. The word "Claims" means all claims, disputes, or controversies between you and us of any nature or kind, whether pre-existing, present, or future, that arise from or relate to the Products. This includes but is not limited to disagreements about the validity, enforceability, or scope of this Arbitration Provision.

Informal Efforts to Resolve Dispute. If a dispute arises between you and LaMetric, you should first attempt to resolve it by sending an email to [email protected] or by sending the details of your complaint, including your contact information for a response, to the address or fax number listed below. We will attempt in good faith to resolve all Claims submitted this way within fifteen (15) days of receipt.

Agreement to Arbitrate; Right to Opt Out. If informal efforts to resolve Claims fail or are not used, you agree that any and all Claims will be resolved exclusively by binding arbitration as described herein, except that: (i)you may assert Claims in a small claims court in the United Kingdom if your Claims meet the court's jurisdictional requirements; and (ii) either party may pursue Claims and relief in a court of competent jurisdiction regarding the validity and/or infringement of a party's intellectual property rights.

There is no judge or jury in arbitration, and court review of an arbitration award is very limited. However, an arbitrator can award to you on an individual basis the same damages and forms of relief as a court could (including injunctive and declaratory relief as well as statutory damages), and must follow the law and terms of this Agreement as a court would. Any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions and private attorney general actions are not permitted.

IF YOU DO NOT WISH TO BE BOUND BY THIS ARBITRATION PROVISION, YOU MUST NOTIFY LAMETRIC IN WRITING WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST ACCEPT OR HAVE ACCESS TO THIS AGREEMENT BY MAILING OR FAXING AN OPT-OUT REQUEST TO OUR CUSTOMER SERVICE CENTER LISTED BELOW. YOUR WRITTEN NOTIFICATION MUST INCLUDE YOUR NAME, ADDRESS, the email address you used to register with LAMETRIC, AND A clear STATEMENT THAT YOU DO NOT WISH TO RESOLVE DISPUTES WITH us THROUGH ARBITRATION. YOUR DECISION TO OPT OUT OF THIS ARBITRATION PROVISION WILL HAVE NO ADVERSE EFFECT ON YOUR RELATIONSHIP WITH us OR THE DELIVERY OF PRODUCTS TO YOU by us. IF YOU HAVE PREVIOUSLY NOTIFIED us OF YOUR DECISION TO OPT OUT OF ARBITRATION, YOU DO NOT NEED TO DO SO AGAIN.

Arbitration Fees. The allocation and payment of all filing, administration and arbitrator fees will be governed by the JAMS's rules which limit the amount a consumer is required to pay. If the arbitrator determines that your Claims are not frivolous applying the standards of the Federal Rules of Civil Procedure, we agree to reimburse you the amount of all filing, administration and arbitrator fees you are required to pay for the arbitration.

Arbitration Rules. The arbitration will be conducted by the JAMS ("JAMS") under its rules if you are a resident of the United Kingdom; if your use of the Products has been principally for personal or household use, the JAMS' procedures for consumer-related disputes including the minimum fairness standards will also apply. If you are a resident of a country other than the United Kingdom, the arbitration will be conducted by the JAMS in London, UK, under its rules for international arbitration, and you and we agree to submit to the personal jurisdiction of the U.K. court in London, UK in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. In the event of a conflict or inconsistency between the applicable arbitration rules and this Arbitration Provision, this Arbitration Provision shall govern and control.

The arbitration will be conducted in the English language by a single arbitrator who is an attorney-at-law with at least fifteen years' experience in consumer and technology transactions and who is also a member of the JAMS roster of arbitrators. If you and we can't agree on a mutually acceptable arbitrator within fifteen (15) days after the arbitration is initiated, then the JAMS will pick a neutral arbitrator who meets the qualifications. The JAMS rules are available at //www.jamsadr.com , or by calling 1-800–352-5267 from inside the United States or +44 207 583 9808 in United Kingdom.

Initiating Arbitration. To begin an arbitration proceeding, you must follow the procedures specified by the applicable JAMS rules as described on their website at //www.jamsadr.com.

Time Restriction. YOU MUST FILE A COMPLAINT WITH JAMS OR A PERMITTED COURT WITHIN ONE (1) YEAR OF THE DATE OF THE OCCURRENCE OF THE EVENT OR FACTS GIVING RISE TO A CLAIM, OR YOU WAIVE THE RIGHT TO PURSUE ANY CLAIM BASED UPON SUCH EVENT, FACTS OR DISPUTE.

Arbitration Process. Because appearing in person for arbitration can be unduly burdensome in the circumstances, arbitration under this Arbitration Provision shall not require any personal appearance by the parties or witnesses unless mutually agreed. Either or both parties may participate by written submissions, telephone calls, or other means of remote communication as allowed by the arbitrator. The arbitration proceedings will be conducted in the English language at a location designated by the JAMS that is the most convenient for you.

The arbitration can only decide Claim(s) between you and us, and may not consolidate or join the claims of other persons that may have similar claims. There shall be no pre-arbitration discovery except as provided for in the applicable JAMS rules. The arbitrator will honor claims of privilege recognized by law and will take reasonable steps to protect customer account information and other confidential or proprietary information.

In conducting the arbitration proceeding, the arbitrator will apply the law of the United Kingdom.  At the request of any party, the arbitrator shall provide a brief written explanation of the basis for the decision and award. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator's decision will be final and binding on the parties except for any right to appeal under the JAMS rules.

Recovery and Attorneys' Fees. If the arbitrator rules in your favor on the merits of any Claim you bring against us and issues you an award that is greater in monetary value than our last written settlement offer made to you before written submissions are made to the arbitrator, then we will (i) pay you 150% of your arbitration damages award, up to $100 over and above your damages award; and (ii) pay your attorneys, if any, the amount of attorneys' fees, and reimburse any expenses (including expert witness fees and costs) that you or your attorney reasonably incurred for investigating, preparing, and pursuing your Claim in arbitration. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of such fees, expenses, and the alternative payment and the attorney premium at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits. The right to attorneys' fees and expenses discussed above supplements any right to attorneys' fees and expenses you may have under applicable law, although you may not recover duplicative awards of attorneys' fees or costs. If your use of the Products was principally for personal or household use, neither party will be entitled to any award of punitive or special damages and LaMetric waives any right it may have to seek an award of attorneys' fees and expenses from you in connection with any arbitration of Claims between us.

Confidentiality. You and we shall keep confidential any information exchanged during the arbitration as well as the decision of the arbitrator made with respect to any Claim(s) arbitrated under this Arbitration Provision and, with the exception of disclosure to your or our attorneys, accountants, auditors, and other legal or financial advisors, neither party shall disclose such information or decision to any other person unless required to do so by law.

Continuing Obligation to Arbitrate; Severability. This Arbitration Provision shall survive termination of your access to or use of any Products and related agreements. If any portion of this Arbitration Provision is deemed invalid or unenforceable at law, such invalid or unenforceable provision will be interpreted, construed or reformed to the extent required to make it valid and enforceable, and this shall not invalidate the remaining portions of this Arbitration Provision.

LaMetric Customer Service Center Address:

Smart Atoms Limited

ATTN: LEGAL/ARBITRATION

39C Fermoy Road

London, W9 3NH

 

15. Changes to the Agreement

LaMetric may make changes to this Agreement at any time by sending you notice by email describing the modifications made. LaMetric will also post a notification on the LaMetric web site. The changes will become effective, and will be deemed accepted by you: (a) immediately for those who first register with a LaMetric Developer Account after the notification is posted; or (b) upon your acceptance of the modified Agreement for pre-existing developers; provided, however, that changes required by law will be deemed to be accepted and effective upon any use by you of the LaMetric Mobile App(s) to distribute your Products after LaMetric posts notice of such change. In the event that you do not agree with the modifications to the Agreement within thirty (30) days after the date the email is sent, then your rights under this Agreement will terminate automatically, which termination will be your sole and exclusive remedy.

16. General Provisions

This Agreement is not assignable or transferable, in whole or in part, by you, whether involuntarily, by merger, operation of law or otherwise without LaMetric’s prior written consent. Any amalgamation or merger of a party with any third party, or the purchase or all or substantially all of the assets of a party, will be deemed an assignment requiring consent. Any attempted transfer in violation of this section is void. A waiver of any default hereunder or of any of the terms and conditions of this Agreement will not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but will apply solely to the instance to which such waiver is directed. The exercise of any right or remedy provided in this Agreement will be without prejudice to the right to exercise any other right or remedy provided by law or equity, except as expressly limited by this Agreement. Captions in this Agreement are for the convenience of the parties only and will not affect the interpretation or construction of this Agreement. In the event any provision of this Agreement is held to be invalid or unenforceable, such provision will be severed from the remainder of this Agreement, and such remainder will remain in force and effect. The parties agree to replace any such invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision. This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior and/or simultaneous representations, discussions, negotiations and agreements relating to the LaMetric Mobile App(s), whether written or oral.