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DealSentry Terms of Use

Welcome, and thank you for your interest in Southshore Trading (Intl.) Ltd. (“Southshore,” “we,” or “us”), makers of the DealSentry software platform. These Terms of Service (“Terms”) govern your access to and use of Southshore’s software, platform, APIs, Documentation, and related tools, including the website www.dealsentry.app, and all related software made available by Southshore to build, deploy, host, and manage software projects (collectively, the “Service”). By using the Service, you agree to these Terms.

Please also read our Privacy Policy⁠, which explains how we collect, use, disclose, and process personal data.

If you are using the Service as part of your work for a company or organization that has a Master Services Agreement (“MSA”) with Southshore, your use of the Service is governed by that MSA.

If you are entering into these Terms on behalf of an entity, you represent that you have the legal authority to bind that entity.

1. Access and Use

1.1. Provision of Access. Southshore is an applied research company working on automating coding. The Service offers a suite of coding tools driven by machine learning to help developers write code more easily and efficiently and can provide suggested code, outputs or other functions. Subject to your compliance with these Terms, Southshore grants you a limited right to access and use the Service.

1.2. Content. You may provide inputs to the Service (“Inputs”) and receive code, outputs, or other functions based on the Inputs provided by you (collectively, “Suggestions”) (Inputs and Suggestions are collectively “Content”). We may use Content to provide the Service, comply with applicable law, enforce our terms and policies, and keep the Service safe. By submitting Inputs to the Service, you represent and warrant that you have all rights, licenses, and permissions that are necessary for us to process the Inputs under these Terms and to provide the Service to you.

1.3. Model Training. SOUTHSHORE WILL NOT USE CONTENT TO TRAIN, OR ALLOW ANY THIRD PARTY TO TRAIN, ANY AI MODELS, UNLESS YOU’VE EXPLICITLY AGREED TO THE USE OF CONTENT FOR TRAINING. You can find instructions in the Service for how to manage your preferences regarding the use of Inputs and Suggestions for training.

1.4. Limitations for Suggestions. You acknowledge that Suggestions are generated automatically by machine learning technology and may be similar to or the same as Suggestions provided to other customers, and no rights to any Suggestions generated, provided, or returned by the Service for or to other customers are granted to you under these Terms. Further, you acknowledge that there are numerous limitations that apply with respect to Suggestions provided by large language and other AI models (each an “AI Model”), including that (i) Suggestions may contain errors or misleading information, (ii) AI Models are based on predefined rules and algorithms that lack the ability to think creatively and come up with new ideas and can result in repetitive or formulaic content, (iii) AI Models can struggle with understanding the nuances of language, including slang, idioms, and cultural references, (iv) AI Models can struggle with complex tasks that require reasoning, judgment and decision-making, and (v) data used to train AI models may be of poor quality or biased. You agree that you are responsible for evaluating, and bearing all risks associated with, the use of any Suggestions, including any reliance on the accuracy, completeness, or usefulness of Suggestions.

1.5. Use Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (i) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code, object code or underlying structure of the Service; (ii) reproduce, modify, translate, or create derivative works of the Service; (iii) rent, lease, lend, or sell the Service; (iv) remove any proprietary notices from the Service; (v) use the Service or any Suggestions to develop or train a model that is competitive with the Service, or engage in model extraction or theft attacks; (vi) probe, scan or attempt to penetrate the Service; (vii) provide to any third party the results of any benchmark tests of the Service, unless you include all necessary information for others to replicate the tests; (viii) harvest, scrape, or extract data from the Service; (ix) use the Service in any manner that infringes, misappropriates, or otherwise violates any third party’s intellectual or other rights, or that violates any applicable laws or regulations; (x) send or otherwise provide to Southshore data or information that is subject to specific protections under applicable laws beyond any requirements that apply to “personal information” or “personal data” generally, such as for illustrative purposes, information that is regulated by the Health Insurance Portability and Accountability Act, the Payment Card Industry Data Security Standard, the Gramm-Leach-Bliley Act, and other U.S. federal, state or foreign laws applying specific security standards; or (xi) knowingly permit any third party to do any of the foregoing. You will promptly notify Southshore of any unauthorized use that comes to your attention and provide reasonable cooperation to prevent and terminate such use to the extent it is within your control.

1.6. Beta Services. From time to time, Southshore may make Beta Services available to you. Beta Services shall be clearly designated as beta, pilot, limited release, non-production, early access, evaluation or a similar description. You may choose to use or not use such Beta Services in your sole discretion. Beta Services are intended for evaluation purposes and not for production use, are not fully supported, and may be subject to additional terms that may be presented to you. Beta Services are provided on an “as-is” and “as available” basis without any warranty, support, maintenance, or storage of any kind. Southshore may discontinue Beta Services at any time in its sole discretion and may never make them generally available. SOUTHSHORE SHALL HAVE NO LIABILITY WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH BETA SERVICES – USE AT YOUR OWN RISK.

1.7. Auto-Code Execution. The Service may include a feature that automatically executes code Suggestions without manual review or confirmation and will be clearly labelled accordingly. By enabling this feature, you acknowledge and agree that you are assuming all risks associated with the execution of automatically generated code, including without limitation system outages, software defects, data loss, and security vulnerabilities. YOU ARE SOLELY RESPONSIBLE FOR ANY IMPACT RESULTING FROM USE OF THIS FEATURE, INCLUDING ENSURING APPROPRIATE SAFEGUARDS, TESTING, AND MONITORING ARE IN PLACE.

2. Eligibility. You must be at least the age of majority in your jurisdiction (e.g., 18 years old in the United States) or 18 years old, whichever is higher, to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old or the age of majority in your jurisdiction, whichever is higher; (b) you have not previously been suspended or removed from the Service; and (c) your registration and use of the Service is in compliance with all applicable laws in your region.

3. Account Registration and Access. To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with information about yourself, such as your name, email address, or other contact information. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. When you register, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, you must immediately notify us at support@dealsentry.app.

4. Payment Terms

4.1. Paid Services. Certain features of the Service may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. Unless otherwise specifically provided for in these Terms, all fees are in U.S. Dollars and are non-refundable, except as required by law. The pricing and payment terms in this Section 4 are subject to any pricing and payment terms set forth in an Order Form.

4.2. Pricing. Southshore reserves the right to determine pricing for the Service. Southshore will make reasonable efforts to keep pricing information published on the Service up to date. We encourage you to check our pricing page periodically for current pricing information. Southshore may change the fees for any feature of the Service, including additional fees or charges, if Southshore gives you advance notice of changes before they apply through the Service user interface, a pop-up notice, email, or through other reasonable means. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. You will be responsible for all taxes associated with the Service, other than taxes based on Southshore’s net income. Southshore, at its sole discretion, may make promotional offers with different features and different pricing to any of Southshore’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.

4.3. Payment Processing. To facilitate payment for the Service via bank account, credit card, or debit card, we use Stripe, Inc. and its affiliates (“Stripe”), a third-party payment processor. These payment processing services are provided by Stripe and are subject to the Stripe terms and conditions and other policies available at https://stripe.com/legal and Stripe’s Global Privacy Policy available at: https://stripe.com/privacy (collectively, the “Stripe Agreements“). By agreeing to these Terms, users that use the payment functions of the Service also agree to be bound by the Stripe Agreements, as the same may be modified by Stripe from time to time. You hereby authorize Stripe to store and continue billing your specified payment method even after such payment method has expired, to avoid interruptions in payment for your use of the Service. Please contact Stripe for more information. Southshore assumes no liability or responsibility for any payments you make through the Service.

4.3. Azure Marketplace. To facilitate existing Azure customers, we use Microsoft Inc. and Azure Marketplace. This service and associated payment processing is provided by Microsoft and is subject to the Azure Marketplace terms and conditions and other policies available at Microsoft Commercial Marketplace Terms of Use and Stripe’s Global Privacy Policy available at:  Microsoft Privacy (collectively, the “Microsoft Agreements“). By agreeing to these Terms, users that use this facility also agree to be bound by the Microsoft Agreements, as the same may be modified by Microsoft from time to time. You hereby authorize Microsoft to store and continue billing your specified payment method even after such payment method has expired, to avoid interruptions in payment for your use of the Service. Please contact Microsoft for more information. Southshore assumes no liability or responsibility for any payments you make through the Service.

4.5. Subscription Service. The Service may include certain subscription-based plans with automatically recurring payments for periodic charges (“Subscription Service”). The “Subscription Billing Date” is the date when you purchase your first subscription to the Service. The Subscription Service will begin on the Subscription Billing Date and continue for the subscription period that you select on your account (such period, the “Initial Subscription Period”), and will automatically renew for successive periods of the same duration as the Initial Subscription Period (the Initial Subscription Period and each such renewal period, each a “Subscription Period”) unless you cancel the Subscription Service or we terminate it. If you activate a Subscription Service, then you authorize Southshore or its third-party payment processors to periodically charge, on a going-forward basis and until cancellation of the Subscription Service, all accrued sums on or before the payment due date. Information on the recurring fee charged by Southshore for access to the Subscription Service during each Subscription Period (“Subscription Fee”), is available on our Pricing page, or otherwise described in the Service. Your account will be charged automatically on the Subscription Billing Date and thereafter on the renewal date of your Subscription Service for all applicable fees and taxes for the next Subscription Period. You must cancel your Subscription Service at least 24 hours before it renews in order to avoid billing of the next periodic Subscription Fee to your account. Southshore or its third-party payment processor will bill the periodic Subscription Fee to the payment method associated with your account or that you otherwise provide to us. You may cancel the Subscription Service by using the cancellation functionality made available in your billing menu or by contacting us at . YOUR CANCELLATION MUST BE RECEIVED BEFORE THE RENEWAL DATE IN ORDER TO AVOID CHARGE FOR THE NEXT SUBSCRIPTION PERIOD.

4.6. Add-On and Usage-Based Features. You may purchase additional products, services or features that are not individually essential for the functioning of the Service, but that Southshore makes available to its users for enhanced capabilities on a supplemental basis, including usage-based pricing features that are described in the Service (“Add-Ons“). Add-Ons are deemed part of the Service and governed by these Terms. Fees for Add-Ons include our model-based pricing features, available here, or as otherwise described in the Service.

4.7. Delinquent Accounts. Southshore may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any unpaid amount, including collection fees. If your payment method is no longer valid at the time a renewal Subscription Fee is due, then Southshore reserves the right to delete your account and any information associated with your account without any liability to you.

5. Ownership and Licenses

5.1. Service. Southshore and its licensors shall own and retain all right, title and interest in and to the Service, all improvements, enhancements or modifications thereto, and all intellectual property rights associated with the foregoing. There are no implied licenses in these Terms and Southshore reserves all rights to the Service not granted in these Terms.

5.2. Feedback. We appreciate the thoughts and comments from our users. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Service (“Feedback”), then you grant Southshore the right to exploit the Feedback without restriction or compensation to you.

5.3. Content. You retain all of your right, title, and interest that you have in Inputs, and Southshore hereby assigns to you all of our right, title, and interest if any in and to any Suggestions.

5.4. Usage Data. Southshore may: (i) collect, analyse, and otherwise process Usage Data internally for its business purposes, including for security and analytics, to enhance the Service, and for other development and corrective purposes; and (ii) disclose Usage Data to third parties only in an aggregated and/or de-identified form and in a manner that does not identify you. “Usage Data” means technical logs, data, and learnings about Customer’s use of and interactions with the Service. This includes content which we will use to provide anonymised dashboards and analytics accessible to all subscribers. Content will not be used to train models or AI services.

6. Third-Party Services. The Service may include or incorporate optional third-party services, including without limitation extensions and plug-ins that you may install yourself (“Third-Party Services”). Southshore will clearly indicate such content or features as Third-Party Services via prominent notices or descriptions in the Service. If you elect, in your sole discretion, to access or use a Third-Party Service, your access and use of the Third-Party Service is subject to the terms provided by that Third-Party Service, and you remain responsible for complying with those terms. Southshore does not make any representations or warranties with respect to Third-Party Services.

7. Communications. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by using any unsubscribe or similar functionality or instructions in the promotional email.

8. Modification of Terms. We may, from time to time, change these Terms. Please check these Terms periodically for changes. If we make any material modifications, we will notify you by updating the date at the top of these Terms and by maintaining a current version of these Terms on this page. All modifications will be effective when they are posted, and your continued accessing or use of the Service will serve as confirmation of your acceptance of those modifications. If you do not agree to the modified Terms, then you must discontinue your use of the Service.

9. Termination. You may stop accessing the Services at any time. We reserve the right to modify, suspend, or discontinue the Services or your access to the Services, in whole or in part, at any time without notice to you. Although we will strive to provide you with reasonable advance notice if we stop offering a Service, there may be urgent situations, such as preventing abuse or addressing security issues or responding to legal requirements, where providing advance notice is not feasible. We will not be liable for any change to or any suspension or discontinuation of the Services or your access to them. If you have a Subscription Service, we may terminate the Subscription Service at any time for any other reason. If we exercise this right, we will refund you on a pro rata basis the fees you paid for the remaining portion of your Subscription Service after termination, provided that if we terminate your access to the Service due to a violation of these Terms, you will not be entitled to any refund. We also may terminate your account if it has been inactive for over a year and you do not have a paid account. If we do, we will provide you with advance notice. Upon termination of these Terms, a Subscription Service, or your access to the Service, we may at our option delete any Content or other data associated with your account. Sections 1.5, 4 (with respect to fees outstanding as of such expiration or termination), 5, and 13-17 will survive any expiration or termination of our Terms or a Subscription Service. If you believe we have suspended or terminated your account in error, you can file an appeal with us by contacting support@dealsentry.com

10. Modification of the Service. Southshore may modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Southshore will have no liability for any change to the Service, including any paid-for functionalities of the Service, or any suspension or termination of your access to or use of the Service. You should retain copies of any Content as needed so that you have access in the event the Service is modified and you lose access to such Content.

11. Copyright complaints. If you believe that your intellectual property rights have been infringed, please send notice to legal@southshoreint.com. We may delete or disable content that we believe violates these Terms or is alleged to be infringing and will terminate accounts of repeat infringers where appropriate. Written claims concerning copyright infringement must include the following information:

  • A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest.
  • A description of the copyrighted work that you claim has been infringed upon.
  • A description of where the allegedly infringing material is located in the Service so we can find it.
  • Your address, telephone number, and e-mail address.
  • A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
  • A statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.

12. Privacy. Please read the Southshore Privacy Policy (“Privacy Policy”) carefully for information relating to our collection, use, storage, and disclosure of your personal data.

13. Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Southshore, its affiliates and each of their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “Southshore Entities”) from and against any and all liabilities, claims, damages, expenses (including reasonable attorneys’ fees), and other losses arising out of or relating to: (1) your unauthorized use of, or misuse of, the Service; (2) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; and (3) any claim that your Input violates any third-party intellectual property, publicity, confidentiality, privacy, or other rights. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

14. DISCLAIMER OF WARRANTIES. THE SERVICE AND SUGGESTIONS ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. SOUTHSHORE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND SUGGESTIONS, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. SOUTHSHORE DOES NOT WARRANT THAT THE SERVICE OR SUGGESTIONS WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND SOUTHSHORE DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. YOU AGREE THAT ANY USE OF SUGGESTIONS FROM OUR SERVICE IS AT YOUR SOLE RISK AND YOU WILL NOT RELY ON ANY SUGGESTION AS A SOURCE OF TRUTH. THE LAWS OF SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO SOME OR ALL OF THESE DISCLAIMERS MAY NOT APPLY TO YOU.

15. LIMITATION OF LIABILITY

15.1. NO INDIRECT DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE SOUTHSHORE ENTITIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY SOUTHSHORE ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

15.2. LIABILITY CAP. TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE SOUTHSHORE ENTITIES TO YOU FOR ALL CLAIMS, DAMAGES AND LOSSES ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, AND CONTENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO SOUTHSHORE FOR ACCESS TO AND USE OF THE SERVICE IN THE SIX (6) MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM OR, IF GREATER, (B) $100. THE FOREGOING LIMITATIONS ARE ESSENTIAL TO THESE TERMS, AND WE WOULD NOT OFFER THE SERVICE TO YOU UNDER THESE TERMS WITHOUT THESE LIMITATIONS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

16. DISPUTE RESOLUTION

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

16.1. Agreement to Arbitrate. This Dispute Resolution by Binding Arbitration section is referred to in these Terms as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Southshore, whether arising out of or relating to these Terms (including any alleged breach thereof), the Service, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms, you and Southshore are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Gibraltar Arbitration Act 2009 governs the interpretation and enforcement of this Arbitration Agreement. You may opt out of arbitration within 30 days of account creation or of any updates to these arbitration terms within 30 days after the update has taken effect, by sending an email to legal@southshoreint.com from the email address used to create your account, and providing your first and last name and a clear statement of intent that you intend to exercise your right to opt out of mandatory arbitration.

16.2. Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND SOUTHSHORE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND SOUTHSHORE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

16.3. Pre-Arbitration Dispute Resolution. Southshore is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing legal@southshoreint.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”) to Southshore Trading (Intl.) Ltd., Suite 16, Watergardens 5, Waterport Wharf, GX11 1AA, Gibraltar, with an electronic copy additionally sent to legal@southshoreint.com. The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Southshore and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Southshore may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Southshore or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Southshore is entitled.

16.4. Arbitration Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with UNCITRAL Model Law on International Commercial Arbitration and the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards (1958)  rules and procedures, as modified by this Arbitration Agreement. If there is any inconsistency between any term of these rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless Southshore and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by the arbitrator. If your claim is for $10,000 or less, Southshore agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the rules. If your claim exceeds $10,000, the right to a hearing will be determined by the arbitration Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

16.5. Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the Gibraltar Arbitration  Rules, unless otherwise provided in this Arbitration Agreement. To the extent any Arbitration Fees are not specifically allocated to either Southshore or you, Southshore and you shall split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, Southshore will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Southshore will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive.

16.6. Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

16.7. Severability. If a court or the arbitrator decides that any term or provision of this Arbitration is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of the subsection above are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms will continue to apply.

16.8. Future Changes to Arbitration Agreement. Notwithstanding any provision in these Terms to the contrary, Southshore agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending Southshore written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

17. Miscellaneous

17.1. General. These Terms, including the Privacy Policy, and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Southshore regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms and all rights granted under these Terms, including with respect to your Content, at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. If any part of these Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

17.2. Governing Law. Laws of Gibraltar will govern these Terms except for its conflicts of laws principles. Except as provided in the Dispute Resolution section above, all claims arising out of or relating to these Terms will be brought exclusively in the courts of Gibraltar.

17.3. Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

17.4. Contact Information. You may contact us by sending correspondence to Southshore Trading (Intl.) Ltd., Suite 16, Watergardens 5, Waterport Wharf, GX11 1AA, Gibraltar., or by emailing us at contact@southehoreint.com

17.5. No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.

17.6. Export and Trade Controls. You must comply with all applicable trade laws, including sanctions and export control laws. Our Service may not be used for any end use prohibited by applicable trade laws, and your Input may not include material or information that requires a government license for release or export.

#Consumer Addendum to Terms of Service

Last updated January 13, 2025

This Consumer Addendum (“Addendum”) supplements the Southshore Terms of Service (“Terms”) and applies to you if you are a consumer resident in the European Economic Area (“EEA”), Switzerland, the United Kingdom (“UK”), Brazil, Mexico, South Korea (Republic of Korea), or Taiwan. You are a consumer if you are acting wholly or mainly outside your trade, business, craft, or profession in using the Service. In the event of any conflict between this Addendum and the Terms, this Addendum shall take precedence for consumers in the jurisdictions listed above. Capitalized terms used but not defined in this Addendum shall have the meanings given in the Terms.

#Part A: EEA, Switzerland, and UK Consumers

Sections 1 through 5 of this Addendum apply to you if you are a consumer resident in the EEA, Switzerland, or UK.

1. Cancellation Rights for Subscription Service.

(a) Right to Cancel. You have a legal right to cancel your Subscription Service within 14 days of entering into the Subscription Service without giving a reason.

(b) How to Cancel. To exercise the right to cancel, you must inform us of your decision by making a clear statement before the cancellation period has expired. You may do this by contacting us at support@southshoreint.com or using the Model Cancellation Form at the end of these terms. We will acknowledge your cancellation.

(c) Reimbursement. If you cancel under Section 1(a), we will reimburse all payments received from you for the cancelled Subscription Service without undue delay, and not later than 14 days after the day on which we are informed of your decision to cancel. We will use the same means of payment as you used for the initial transaction; you will not incur any fees as a result of the reimbursement. If you have utilized the Subscription Service within the initial 14-day cancellation window, we reserve the right to withhold a proportional amount based on the services provided until the time we were notified of your cancellation, or you stop using the Service, whichever is the later.

(d) No Reset. The 14-day cancellation period will not reset if you change subscription tiers or cancel and then resubscribe, as you have already had an opportunity to test the Service.

2. Changes to the Service and Terms; Termination Right.

Where feasible, we will provide you with at least 30 days’ advance notice either via email, an in-product notification, on our website or otherwise, of any changes to the Service or the Terms that would materially limit or reduce the features, availability, or functionality of the Service, or that are reasonably likely to adversely affect your use of the Service or legal rights. However, there may be urgent situations (such as preventing abuse, responding to legal requirements, or addressing security issues) where providing advance notice is not feasible. If you do not wish to continue using the Service following such changes, you may cancel your Subscription Service by notifying us at support@soutshoreint.com before the changes take effect. If you exercise this right, we will refund you a portion of the Subscription Fee paid by you for the portion of your Subscription Period remaining after termination.

3. Limitation of Liability.

(a) No Exclusion. Nothing in these Terms excludes or limits our liability for: (i) death or personal injury caused by our negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any matter in respect of which it would be unlawful for us to exclude or restrict our liability.

(b) Foreseeable Loss. Except as set out in Section 3(a), we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it was an obvious consequence of our breach or if it was contemplated by you and us at the time you accessed the Service or entered into your Subscription Service.

(c) Liability Cap. Subject to Section 3(a), the liability cap in Section 15.2 of the Terms applies, except that the minimum amount shall be €100 (or £100 for UK residents) rather than $100.

4. Statutory Rights.

Nothing in these Terms affects your statutory rights. Advice about your statutory rights is available from your local Citizens’ Advice Bureau or Trading Standards Office (UK), or your local Citizens’ Information Board (EEA/Switzerland).

5. Dispute Resolution.

(a) Arbitration Carve-Out. Sections 16.1 (Agreement to Arbitrate), 16.3 (Pre-Arbitration Dispute Resolution), 16.4 (Arbitration Procedures), 16.5 (Costs of Arbitration), 16.6 (Confidentiality), 16.7 (Severability), and 16.8 (Future Changes to Arbitration Agreement) of the Terms shall not apply to you.

(b) Class Action Waiver. Section 16.2 of the Terms (Prohibition of Class and Representative Actions and Non-Individualized Relief) shall continue to apply to you to the fullest extent permitted by applicable law.

(c) Governing Law. In all cases, these Terms are governed by Gibraltar law.

(d) Jurisdiction. You may bring any dispute to the competent courts of Gibraltar.

#Part B: Brazil, Mexico, South Korea, and Taiwan Consumers

Section 6 of this Addendum applies to you if you are a consumer resident in Brazil, Mexico, South Korea (Republic of Korea), or Taiwan.

6. Cancellation Rights for Subscription Service.

(a) Right to Cancel. You have a legal right to cancel your Subscription Service within 7 days of entering into the Subscription Service without giving a reason.

(b) How to Cancel. To exercise the right to cancel, you must inform us of your decision by making a clear statement before the cancellation period has expired. You may do this by contacting us at support@southshoreint.com or using the Model Cancellation Form in at the end of these terms. We will acknowledge your cancellation.

(c) Reimbursement. If you cancel under Section 6(a), we will reimburse all payments received from you for the cancelled Subscription Service without undue delay, and not later than 14 days after the day on which we are informed of your decision to cancel. We will use the same means of payment as you used for the initial transaction; you will not incur any fees as a result of the reimbursement. If you have utilized the Subscription Service within the initial 7-day cancellation window, we reserve the right to withhold a proportional amount based on the services provided until the time we were notified of your cancellation, or you stop using the Service, whichever is the later.

(d) No Reset. The 7-day cancellation period will not reset if you change subscription tiers or cancel and then resubscribe, as you have already had an opportunity to test the Service.

#Appendix A: Model Cancellation Form

[Complete and return this form only if you wish to cancel your Subscription Service]

To: Southshore Trading (Intl.) Ltd., Suite 16, Watergardens 5, Waterport Wharf, GX11 1AA, Gibraltar. Email: support@southshoreint.com  

I/We hereby give notice that I/We cancel my/our Subscription Service:

  • Service ordered on / received on: _______________
  • Name of Consumer(s): _______________
  • Email address of Consumer(s): _______________
  • Address of Consumer(s): _______________
  • Signature of Consumer(s) (only if submitted on paper): _______________
  • Date: _______________