Terms and Conditions

These Terms and Conditions ("Terms") govern access to and use of Elocarry, including our websites, accounts, subscriptions, software, digital products, licences, support services, community features and related services (collectively, the "Services").

Please read these Terms carefully before creating an account, purchasing a product, beginning a subscription or using any Service.

By placing an Order or using a paid Service, you agree to these Terms.

About these terms

1. About Elocarry

Elocarry is the operating name and brand through which the Services are provided.

In these Terms, "Elocarry", "we", "us" and "our" refer to the operator responsible for the relevant Service.

The legal entity contracting with you for a particular purchase will be identified at checkout, on your payment confirmation, invoice or receipt, where required.

That contracting entity forms part of these Terms for that Order.

Legal correspondence relating to Elocarry may be sent to: [email protected].

Nothing in these Terms is intended to conceal or replace information concerning the legal contracting entity where disclosure is required by applicable law.

2. Important distinction between Consumers and Business Customers

Different provisions may apply depending on how you purchase the Services.

A Consumer is an individual purchasing primarily for purposes outside their trade, business, craft or profession.

A Business Customer is a person or organisation purchasing primarily for commercial purposes, including authorised resellers.

Where these Terms distinguish between Consumers and Business Customers, the relevant provisions apply accordingly.

Nothing in these Terms removes rights which applicable law does not permit us to exclude.

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Eligibility and your account

3. Eligibility

You must be at least 18 years old to:

• create an Elocarry account;
• purchase a Service;
• begin a Subscription;
• purchase a licence; or
• enter into any other contract with Elocarry.

By using a paid Service, you represent that:

• you are at least 18;
• you have legal capacity to enter into the contract;
• the information supplied by you is accurate;
• you are authorised to use the payment method submitted;
• you are not using Elocarry for unlawful purposes; and
• accessing the Service is lawful in your jurisdiction.

We may refuse, restrict or cancel an Order where we reasonably believe these conditions have not been satisfied.

4. Your account

Unless expressly authorised by Elocarry, each individual may operate only one personal account.

You must:

• provide accurate account information;
• maintain control of your login credentials;
• keep authentication credentials confidential;
• take reasonable steps to prevent unauthorised access;
• promptly notify us of suspected compromise; and
• ensure that activity conducted through your account complies with these Terms.

You must not:

• sell an account;
• purchase an account from another person;
• rent an account;
• share authentication credentials;
• transfer an account without permission; or
• create additional accounts to avoid restrictions, bans, payment obligations, limits or enforcement.

You are responsible for activity performed through your account to the extent permitted by applicable law.

5. Fraud prevention and verification

We may use reasonable security and fraud-prevention measures.

This can include verifying:

• account ownership;
• email addresses;
• payment information;
• transaction history;
• licence usage;
• device information;
• login activity;
• support history; and
• other information reasonably necessary to investigate suspected fraud or abuse.

We may temporarily restrict an account while a genuine security, fraud or payment investigation is underway.

Any processing of personal information is subject to our Privacy Policy and applicable data-protection law.

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Orders and delivery

6. Orders

Products displayed by Elocarry are invitations to place an Order unless expressly stated otherwise.

By completing checkout, you offer to purchase the Service displayed to you.

An Order is accepted when we confirm the Order and make the relevant licence, digital content or Service available to you.

We may reject or cancel an Order before fulfilment where reasonably necessary because of:

• failed payment;
• suspected fraud;
• payment abuse;
• obvious pricing errors;
• product unavailability;
• regional restrictions;
• legal or regulatory requirements;
• security concerns; or
• a technical error affecting the Order.

Where we cancel an unfulfilled Order after taking payment, we will provide an appropriate refund.

7. Product information

The product page and checkout page form part of your contract with us.

Before purchasing, you should review:

• the product;
• licence duration;
• price;
• supported platform;
• material system requirements;
• Subscription status;
• renewal frequency;
• material restrictions; and
• any product-specific terms.

Where product-specific terms are clearly presented before purchase and conflict with these general Terms, the product-specific terms will govern that particular issue.

We are responsible for ensuring that material product descriptions provided by us are not misleading.

8. Digital delivery

Elocarry primarily supplies digital content and digitally delivered Services.

Access may begin immediately after successful payment.

Where applicable law provides a statutory cancellation period for digital content, we may ask you before delivery to:

1. expressly request that supply begins immediately; and
2. acknowledge that beginning supply may cause you to lose your statutory right to cancel that digital-content purchase.

Where those legal requirements are satisfied and digital supply begins, the relevant statutory change-of-mind cancellation right may end.

This does not remove rights relating to digital content which is faulty, materially misdescribed or otherwise does not conform to applicable law.

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Your licence

9. Software licence

Unless we expressly state otherwise, purchasing software gives you a:

• limited;
• personal;
• revocable;
• non-exclusive; and
• non-transferable

licence to use that software for the duration purchased.

You purchase a licence to use the software, not ownership of the software, source code, intellectual property or underlying technology.

All rights not expressly granted remain reserved.

10. Licence restrictions

Except where applicable law expressly gives you a right which cannot be restricted, you must not:

• copy our software for redistribution;
• publish our software;
• resell it without authorisation;
• sublicense it;
• rent or lend access;
• share licence credentials;
• circumvent licence restrictions;
• bypass authentication;
• bypass account security;
• interfere with licensing infrastructure;
• modify or tamper with our loader or authentication systems;
• reverse engineer our proprietary software;
• decompile it;
• disassemble it;
• extract or attempt to extract source code;
• remove proprietary notices;
• reproduce proprietary components;
• use our software to create an unauthorised derivative or competing product;
• distribute dumps, builds or proprietary files;
• exploit security vulnerabilities in Elocarry infrastructure; or
• facilitate another person's breach of these restrictions.

Unauthorised resale, redistribution or deliberate circumvention of licensing systems may result in immediate suspension or termination.

11. Personal use

Unless you have entered into an authorised reseller or commercial agreement, Services are licensed for your personal use only.

A personal licence may not be:

• resold;
• transferred;
• shared between unrelated users;
• offered as part of another paid service; or
• commercially exploited.

Separate written terms may apply to authorised resellers, affiliates and commercial partners.

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Games, third parties and product status

12. Third-party software and game environments

Some Elocarry Services are designed to interact with software, games, applications, operating systems or online environments controlled by third parties.

Elocarry does not control those third-party systems.

Third parties can change their:

• software;
• game code;
• security measures;
• detection systems;
• anti-tamper mechanisms;
• anti-cheat systems;
• authentication;
• APIs;
• servers;
• account rules;
• licensing rules; or
• Terms of Service

without notice to Elocarry.

As a result, functionality and compatibility may change suddenly.

13. Product status

We may display operational descriptions such as:

• Online;
• Offline;
• Updating;
• Testing;
• Maintenance;
• Working;
• Updated;
• Undetected;
• Detected;
• Beta; or
• another similar status.

Unless expressly guaranteed in writing for a defined period, these descriptions communicate our good-faith assessment of the product at or around the time the status was published.

They are not promises that the status can never subsequently change.

In particular, a statement that software is "undetected" does not constitute a guarantee that:

• detection is impossible;
• a future detection will not occur;
• a third party cannot modify its systems;
• an account cannot be reviewed;
• enforcement cannot occur; or
• future updates will not affect the Service.

Where we become aware of a significant material change, we may change the product status, restrict access or take the Service offline.

14. Third-party account risk

You acknowledge that using software with a third-party service can carry risks determined by that third party.

Possible third-party actions may include:

• account warnings;
• temporary restrictions;
• suspensions;
• permanent bans;
• hardware restrictions;
• resets;
• removal of progression;
• removal of virtual items;
• restrictions from competitive play; or
• termination of the third-party account.

Elocarry does not control whether a third party takes those actions.

Unless we have expressly provided a written product-specific guarantee, we do not guarantee that use of a Service will prevent detection, investigation, suspension, restriction or enforcement by a third party.

You are responsible for deciding which third-party accounts you use with a Service.

Nothing in this section excludes your statutory rights where the Elocarry product itself was faulty or materially misdescribed at the relevant time.

15. Third-party terms

Third-party publishers and platforms operate under their own contracts, licences, rules and Terms of Service.

You are responsible for reviewing the rules that apply to any third-party account or service you use.

Elocarry does not grant permission to breach a third party's contract and cannot alter or waive terms imposed by another company.

A third party's decision to enforce its own rules does not, by itself, establish that Elocarry has breached its contract with you.

16. No affiliation

Unless expressly stated otherwise, Elocarry is independent.

Elocarry is not affiliated with, authorised by, sponsored by or endorsed by third-party:

• game publishers;
• game developers;
• platform operators;
• anti-cheat providers; or
• other rights holders.

Third-party trademarks, product names and game names belong to their respective owners.

References to third-party products are intended to identify compatibility or the relevant subject matter and do not imply affiliation or endorsement.

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Subscriptions and licence periods

17. Subscriptions

A product described as a Subscription renews automatically until cancelled unless the checkout page expressly states otherwise.

Before you subscribe, we will display the material subscription information, including:

• price;
• billing interval;
• whether renewal is automatic;
• any introductory period;
• any trial period; and
• the method by which renewal can be stopped.

By starting a Subscription, you authorise the applicable payment provider to collect each renewal payment until the Subscription is cancelled.

18. Cancelling a Subscription

You may cancel automatic renewal through the cancellation functionality made available through your account or the support method provided by Elocarry.

Cancellation stops future renewal.

Unless otherwise stated or required by law:

• cancelling does not retrospectively cancel a billing period already supplied;
• access continues until the end of the current paid period; and
• unused time within the current billing period is not automatically refundable merely because you chose to cancel early.

Where applicable law provides additional cancellation rights, those rights remain unaffected.

We will not deliberately require unnecessary steps solely to prevent a customer cancelling a Subscription.

19. Subscription renewal

Subscriptions renew at the billing interval shown at checkout.

You are responsible for cancelling before the next renewal if you do not want the Subscription to continue.

Where legally required, we will provide appropriate information or notices concerning renewals.

The amount and frequency of recurring payments must be displayed before you enter into the Subscription.

20. Price changes

We may change Subscription pricing.

A price change will not retrospectively increase the price of a billing period already paid for.

Where a future renewal price materially increases, we will give reasonable notice where required by applicable law.

You may cancel before the changed price takes effect.

21. Failed renewal payments

If a recurring payment fails, we or our payment processor may make reasonable further attempts to collect it.

We may suspend continued access where a renewal payment remains unpaid.

We will not charge undisclosed penalty fees merely because a payment attempt fails.

22. Trials and introductory offers

Trials, introductory rates and promotional offers may have additional conditions displayed when offered.

Where a free or discounted trial automatically becomes a paid Subscription, the relevant:

• price;
• renewal timing; and
• cancellation mechanism

will be disclosed before you subscribe.

Creating additional accounts or identities to repeatedly obtain offers limited to new users is prohibited.

23. Fixed-duration licences

A fixed-duration licence provides access for the period stated at purchase.

Unless otherwise stated, fixed-duration licences do not automatically renew.

A licence period begins at the point specified on the product page or when the licence is activated or supplied, as applicable.

24. Lifetime licences

Where Elocarry expressly sells a product as a Lifetime Licence, "Lifetime" means the commercial lifetime of the specific Elocarry product or service identified at purchase, unless the product page expressly says otherwise.

It does not mean:

• the lifetime of the customer;
• the lifetime of a particular computer;
• the lifetime of the underlying third-party game;
• the lifetime of a publisher;
• perpetual operation regardless of technical feasibility; or
• an obligation for Elocarry to maintain the product forever.

This meaning must be considered together with the description presented to you before purchase.

Where applicable law requires a remedy because a product is withdrawn or materially fails to conform to the contract, those rights remain unaffected.

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Availability, changes and discontinuation

25. Product updates

Software may require updates to remain operational, secure or compatible.

We may change a Service where reasonably necessary to:

• maintain security;
• fix defects;
• respond to third-party changes;
• maintain compatibility;
• prevent abuse;
• improve functionality;
• update infrastructure;
• respond to security incidents;
• respond to legal obligations; or
• protect users.

Features may change as software evolves.

We will not rely on this provision to avoid responsibility for a material failure to provide what was actually purchased.

26. Maintenance and emergency shutdowns

We may immediately restrict or temporarily disable a Service where reasonably necessary because of:

• a security concern;
• suspected detection;
• third-party software changes;
• maintenance;
• infrastructure failure;
• a suspected vulnerability;
• compromised software;
• abuse;
• an investigation;
• a rights-holder complaint;
• threatened or actual legal proceedings;
• regulatory requirements;
• legal advice;
• protection of customers; or
• another material operational risk.

A temporary shutdown does not necessarily mean the product has been permanently discontinued.

27. Legal and rights-holder events

We may suspend, restrict, alter or permanently discontinue any Service where we reasonably consider that continued provision may:

• breach applicable law;
• expose Elocarry or its suppliers to material legal risk;
• infringe or potentially infringe third-party rights;
• conflict with a court order;
• conflict with a regulator's requirement;
• create material security risk; or
• require investigation following a bona fide legal complaint.

We are not required to continue offering a product while a legal or rights investigation is taking place.

Where a customer has prepaid for access extending beyond a permanent discontinuation, we will determine an appropriate remedy for the unused entitlement in accordance with these Terms and applicable law.

28. Service availability

We aim to provide reliable Services but do not guarantee uninterrupted availability.

Digital software may periodically become unavailable because of circumstances including:

• maintenance;
• updates;
• third-party updates;
• security work;
• infrastructure outages;
• network failures;
• investigations;
• legal restrictions;
• emergency shutdowns; or
• events outside our reasonable control.

No specific uptime service-level agreement applies unless expressly stated in writing before purchase.

29. Downtime and licence extensions

Where appropriate, Elocarry may compensate for material downtime by:

• pausing licence time;
• extending a licence;
• adding equivalent access time;
• offering another Service;
• offering a product swap;
• issuing account credit; or
• providing another appropriate remedy.

The appropriate remedy may depend on:

• the duration of the interruption;
• whether licence timers were automatically paused;
• the affected product;
• the impact on the customer;
• the cause of the interruption; and
• applicable statutory rights.

Unless expressly advertised as an SLA, temporary downtime does not automatically create a right to a cash payment.

Statutory remedies remain unaffected.

30. Product discontinuation

Elocarry may permanently discontinue a Service where there is a legitimate operational, technical, security, commercial or legal reason.

Where you have prepaid for a period extending beyond permanent discontinuation and the discontinuation is not caused by your breach, we may offer an appropriate remedy for the affected unused entitlement, including:

• transfer to an equivalent product;
• a product swap;
• licence extension elsewhere;
• account credit;
• a partial refund; or
• another mutually agreed remedy.

Where applicable law requires a particular remedy, that remedy will take priority.

31. Product swaps

Elocarry may permit customers to swap an existing entitlement to another eligible product.

Unless expressly stated otherwise:

• swaps are subject to eligibility and product availability;
• the value and remaining duration may be converted reasonably between products;
• the original entitlement ends when the swap is completed;
• promotional or discretionary swaps do not create a permanent obligation to offer swaps in future; and
• completed voluntary swaps are normally final unless applicable law requires otherwise.

The terms of a particular swap may be presented to you before confirmation.

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Refunds and remedies

32. Refunds

Our refund rules operate in addition to your statutory rights.

Nothing in these Terms removes a Consumer's rights where digital content or services fail to meet standards required by applicable law.

Outside mandatory statutory rights, refunds are not automatic simply because a customer no longer wishes to use a product after digital delivery has begun.

We will consider refund requests reasonably according to the circumstances.

33. Circumstances where a remedy may be available

Depending on the circumstances and applicable law, an issue may qualify for investigation or a remedy where:

• the purchased product was not delivered;
• duplicate payment occurred;
• an incorrect amount was charged;
• the software materially failed to operate as described;
• a significant fault cannot be resolved within a reasonable time;
• material functionality advertised at purchase was not supplied;
• Elocarry permanently discontinued prepaid access; or
• we expressly offered a refund guarantee applying to the Order.

We may first be entitled to investigate, repair, replace or otherwise remedy an issue where applicable law allows us to do so.

34. Troubleshooting

Where you report a technical fault, you agree to reasonably cooperate with support.

We may request information reasonably necessary to diagnose the problem, including:

• error messages;
• logs;
• screenshots;
• system information;
• software versions;
• relevant configuration information; and
• reasonable troubleshooting steps.

We will not require disproportionate troubleshooting solely to obstruct a legitimate remedy.

If a customer refuses reasonable diagnostic steps, we may be unable to determine whether the issue is attributable to the Service.

35. Circumstances which do not automatically entitle you to a refund

Subject always to mandatory statutory rights, a refund is not automatically due merely because:

• you change your mind after valid immediate digital delivery;
• you fail to cancel a Subscription before renewal;
• you did not use all or part of an otherwise available Subscription;
• a third-party account is banned, suspended or restricted;
• a third party changes its software or security;
• your device does not meet clearly disclosed requirements;
• unsupported hardware is used;
• conflicting third-party software causes the issue;
• you fail to follow reasonable installation instructions;
• you voluntarily stop using the Service;
• you breach these Terms;
• access is temporarily suspended for legitimate maintenance or security reasons;
• your internet or local system prevents access;
• you purchased the wrong product despite the product being accurately described; or
• you expected functionality which was not advertised or agreed.

This section does not affect remedies required by law.

36. Refund method

Where a refund is due, we will ordinarily attempt to return it through an appropriate payment channel.

A refund does not necessarily have to use the identical technical route where:

• that route is unavailable;
• the payment provider does not support it;
• legal or compliance requirements prevent it; or
• cryptocurrency was used.

Store credit will not replace a mandatory monetary refund where applicable law requires a monetary refund unless the customer freely agrees otherwise.

37. Cryptocurrency payments

Cryptocurrency transactions can be irreversible and their market value can fluctuate.

Where an Order is paid using cryptocurrency:

• blockchain fees may apply;
• payment confirmation may depend on network confirmation;
• exchange rates may fluctuate;
• the amount of cryptocurrency required may change before payment is completed; and
• Elocarry cannot reverse a confirmed blockchain transaction itself.

Where a cryptocurrency Order qualifies for a refund, the refund amount will normally be based on the monetary value of the refund entitlement rather than guaranteeing the return of an identical quantity of cryptocurrency, unless otherwise agreed or legally required.

If repayment is made in cryptocurrency, conversion may occur at the reasonable exchange rate used by the applicable processor or service at the time the refund is processed.

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Payments and disputes

38. Payment processors

Payments may be processed by third-party payment providers.

Those providers may apply their own:

• terms;
• fraud systems;
• compliance requirements;
• exchange rates;
• settlement rules; and
• privacy practices.

Elocarry is not responsible for independent charges imposed by your bank, card provider or cryptocurrency network which were not charged by Elocarry.

39. Taxes and currency

Applicable taxes will be included, calculated or disclosed as required by law.

Your payment provider may apply currency conversion or international transaction charges outside Elocarry's control.

40. Payment disputes and chargebacks

If you believe a charge is incorrect, please contact Elocarry support so we have an opportunity to investigate promptly.

Nothing in these Terms prevents a Consumer from exercising a lawful right to contact their:

• card issuer;
• bank;
• payment service;
• payment provider; or
• relevant dispute-resolution body.

However, you must not knowingly submit materially false information in a payment dispute.

Where a transaction is:

• reversed;
• charged back;
• cancelled;
• reported as unauthorised; or
• subject to a genuine payment investigation,

we may temporarily suspend the licence or account connected with that payment while the matter is investigated.

41. Evidence provided to payment processors

Where necessary to respond to a legitimate payment dispute, Elocarry may provide the payment provider with relevant transaction evidence, such as:

• Order details;
• payment details;
• account information;
• licence delivery records;
• access records;
• authentication history;
• relevant technical records;
• cancellation records; and
• relevant support correspondence.

We will do so only to the extent reasonably necessary and permitted by applicable privacy law.

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Resellers and promotions

42. Resellers

Reselling Elocarry Services requires express authorisation.

Authorised resellers are Business Customers unless applicable law requires otherwise.

Resellers must:

• comply with their reseller agreement;
• accurately represent products;
• comply with applicable advertising law;
• comply with tax obligations;
• not make unauthorised guarantees;
• not impersonate Elocarry;
• maintain appropriate customer records;
• protect licence credentials; and
• comply with any territory, pricing or product restrictions agreed with Elocarry.

Reseller-specific terms take priority where they conflict with these general Terms.

43. Reseller refunds

Business-to-business reseller purchases are generally final once licences or digital inventory have been supplied, except:

• where a separate reseller agreement says otherwise;
• where the product materially fails to conform to the reseller agreement; or
• where applicable law requires a remedy.

A reseller's inability to resell inventory, change in customer demand or commercial loss does not itself create a refund entitlement.

44. Promotions and credits

Discounts, coupons, promotional licences, free access and goodwill credits may be subject to additional terms.

Unless expressly stated otherwise:

• promotional value has no cash value;
• discounts cannot be retrospectively applied;
• promotions may have eligibility restrictions;
• promotions cannot be duplicated through account abuse; and
• expired promotional offers do not create an entitlement to future discounts.

This does not affect a monetary refund otherwise required by law.

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Conduct, suspension and termination

45. Community and ancillary features

Community areas, chats, forums, status feeds, social features and similar functionality are ancillary Services unless expressly sold as a core part of a particular Order.

We may moderate those areas and remove:

• unlawful material;
• harassment;
• spam;
• fraud;
• malicious files;
• credential theft;
• confidential information;
• unauthorised redistribution; or
• material which creates a substantial security or legal risk.

Access to an ancillary community feature is not necessarily guaranteed for the entire duration of a software licence.

46. Prohibited conduct

You must not use Elocarry to:

• commit fraud;
• steal an account;
• steal payment information;
• distribute malware;
• unlawfully access another person's system;
• harass or threaten another person;
• attack Elocarry infrastructure;
• conduct denial-of-service attacks;
• bypass account restrictions;
• exploit our payment system;
• manipulate our referral or reward systems;
• deliberately abuse refund procedures;
• impersonate Elocarry staff;
• falsely claim to represent Elocarry;
• redistribute confidential software;
• compromise other customers; or
• engage in conduct prohibited by applicable law.

47. Security research and exploitation

You may not intentionally probe, scan, exploit or interfere with Elocarry infrastructure without prior authorisation where doing so would involve unauthorised access or disruption.

If you believe you have discovered a genuine security vulnerability affecting Elocarry, please report it privately rather than exploiting it.

A report can be submitted through our official support channels or to [email protected].

48. Suspension

We may temporarily suspend access where reasonably necessary to:

• investigate fraud;
• investigate unauthorised sharing;
• protect account security;
• investigate licence abuse;
• respond to payment disputes;
• prevent immediate technical harm;
• protect other customers;
• comply with law; or
• investigate a serious breach of these Terms.

Temporary suspension during a legitimate investigation does not automatically constitute termination.

Where appropriate, we will act proportionately to the circumstances.

49. Termination for breach

We may terminate an account or licence where you materially breach these Terms, including through:

• fraud;
• intentional payment abuse;
• unauthorised resale;
• deliberate licence sharing;
• malicious interference with our systems;
• redistribution of proprietary software;
• serious security abuse; or
• repeated material breaches after warning.

Where lawful and appropriate, termination resulting from your material breach may occur without a discretionary refund.

This does not remove any remedy which applicable law requires despite the breach.

50. Termination by Elocarry without customer breach

If we permanently terminate a prepaid Service for reasons unrelated to your misconduct, we will consider the unused paid entitlement and provide an appropriate remedy where required by these Terms or applicable law.

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Intellectual property

51. Intellectual property

Elocarry and its licensors retain their respective rights in original material owned or licensed by them, including:

• proprietary software;
• source code;
• loaders;
• authentication systems;
• APIs;
• website code;
• original artwork;
• documentation;
• databases;
• branding;
• designs;
• interfaces; and
• proprietary technology.

Purchasing access does not transfer ownership of those rights.

Nothing in these Terms claims ownership of third-party intellectual property.

52. Third-party intellectual property

Third-party:

• games;
• software;
• trademarks;
• logos;
• artwork;
• names;
• characters; and
• other protected material

remain the property of their respective rights holders.

The presence of a third-party name on Elocarry does not mean Elocarry owns that name or has been endorsed by the rights holder.

53. Rights-holder notices

A rights holder who believes content available through Elocarry infringes its rights may contact [email protected].

A notice should, where reasonably possible, identify:

• the rights holder;
• the relevant protected work;
• the material complained of;
• the location of that material;
• the nature of the alleged infringement;
• appropriate contact information; and
• sufficient information for us to assess the complaint.

We may temporarily restrict content while a bona fide rights complaint is investigated.

Removing or restricting material during an investigation does not itself constitute an admission of infringement or liability.

54. Information submitted to support

When you voluntarily provide technical information such as:

• logs;
• crash reports;
• screenshots;
• configuration files;
• diagnostic information; or
• system information,

you authorise us to use that material as reasonably necessary to:

• provide support;
• diagnose faults;
• prevent fraud;
• improve security;
• investigate abuse; and
• maintain the Service.

Personal data within that material remains subject to our Privacy Policy.

55. Suggestions and feedback

If you voluntarily provide general suggestions or feedback about Elocarry, you permit us to use that feedback to improve our Services without creating an obligation to compensate you.

This does not transfer ownership of unrelated intellectual property belonging to you.

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Warranties and liability

56. No guarantee regarding third-party future conduct

We cannot guarantee what an independent third party will do in future.

Accordingly, except where we have expressly agreed otherwise, we do not guarantee:

• future compatibility with every third-party update;
• that a third-party product will continue operating;
• that a publisher will maintain a particular system;
• that a third party will not change its rules;
• that a third party will not take enforcement action; or
• indefinite availability of technology outside our control.

57. Consumer statutory rights

If you are a Consumer, applicable law may require digital content or Services to meet certain standards.

Nothing in these Terms excludes or restricts rights or remedies which cannot lawfully be excluded.

If any provision appears to conflict with a mandatory consumer right, the mandatory right prevails to the extent of the conflict.

58. Disclaimer of additional warranties

Subject to Section 57 and any express product-specific promise made before purchase, we do not make additional guarantees that:

• every Service will be uninterrupted;
• every feature will remain available forever;
• third-party software will never change;
• future third-party updates will always remain compatible;
• software will meet an unstated individual expectation;
• a third party will refrain from enforcement; or
• circumstances outside Elocarry's control will remain unchanged.

The Service is provided subject to the description and terms agreed at the point of purchase.

59. Consumer liability

Nothing in these Terms excludes or limits liability where doing so would be unlawful.

If you are a Consumer, Elocarry is responsible for loss which is a reasonably foreseeable consequence of our breach of contract or failure to exercise legally required care and skill.

We are not responsible for:

• losses which were not reasonably foreseeable;
• purely business losses arising from a personal consumer purchase;
• losses caused solely by your unlawful conduct;
• losses caused solely by a third party outside our control where we have not breached our own obligations; or
• losses caused by your failure to take reasonable steps to mitigate avoidable harm,

to the extent permitted by law.

60. Business Customer liability

If you are a Business Customer, to the maximum extent permitted by law:

• neither party will be liable for indirect or consequential loss;
• Elocarry will not be liable for loss of profit;
• Elocarry will not be liable for loss of revenue;
• Elocarry will not be liable for loss of anticipated savings;
• Elocarry will not be liable for loss of goodwill;
• Elocarry will not be liable for loss of opportunity; and
• Elocarry's aggregate liability arising from a particular Service will not exceed the total amount paid by that Business Customer for the affected Service during the 12 months preceding the event giving rise to the claim.

Nothing in this section excludes liability which cannot lawfully be excluded, including liability for fraud or fraudulent misrepresentation.

61. Business Customer indemnity

A Business Customer or authorised reseller will indemnify Elocarry against reasonable losses and liabilities arising from third-party claims caused by that Business Customer's:

• fraud;
• unlawful redistribution;
• unauthorised representations;
• unauthorised warranties;
• infringement of third-party rights;
• material breach of a reseller agreement; or
• deliberate misuse of Elocarry technology,

except to the extent the relevant loss was caused by Elocarry's own breach or wrongdoing.

This indemnity does not apply to ordinary Consumers purchasing for personal use.

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Compliance, privacy and records

62. Force majeure

We are not responsible for delay or failure caused by circumstances outside our reasonable control.

Examples may include substantial:

• internet outages;
• hosting failures;
• cyberattacks;
• natural disasters;
• war;
• civil disturbance;
• government action;
• sanctions;
• infrastructure failures;
• widespread third-party outages; or
• similar exceptional events.

Where such an event makes continued performance impossible, any mandatory rights to termination, refund or another remedy remain unaffected.

63. Compliance and geographic restrictions

Services may not be available in every jurisdiction.

We may restrict:

• Orders;
• payment methods;
• product access; or
• account access

where reasonably necessary to comply with applicable:

• law;
• sanctions;
• export controls;
• payment-provider requirements; or
• regulatory obligations.

You must not knowingly circumvent geographic restrictions imposed for legal or compliance reasons.

64. Privacy

Our processing of personal information is governed by the Elocarry Privacy Policy.

The current Privacy Policy is available at elocarry.net/privacy-policy.

The Privacy Policy is separate from these contractual Terms but should be read alongside them.

65. Electronic records

You agree that Elocarry may maintain electronic records relating to your contract, including:

• acceptance of these Terms;
• the Terms version accepted;
• checkout details;
• Order timestamps;
• subscription status;
• cancellation activity;
• delivery records;
• licence records; and
• support correspondence.

Electronic records may be used to establish what was agreed between us, subject to applicable law.

66. Electronic communications

Where legally permitted, contractual communications may be provided electronically through:

• your registered email address;
• your account;
• our website; or
• another durable electronic method appropriate to the communication.

You are responsible for keeping your registered email address current.

Legal correspondence to Elocarry should be directed to [email protected].

67. Business transfers and restructuring

Elocarry may assign, transfer or novate contractual rights and obligations as part of a legitimate:

• corporate restructuring;
• reorganisation;
• merger;
• acquisition;
• sale of business;
• transfer of a product line; or
• transfer to another operator.

Any such transfer will be undertaken subject to applicable law.

Where you are a Consumer, a transfer will not be used to remove mandatory rights you already hold.

Where notification or consent is legally required, we will comply with that requirement.

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Changes, complaints and governing law

68. Changes to a Service

We may make reasonable changes to Services during an ongoing relationship where necessary for legitimate reasons including:

• security;
• technical compatibility;
• legal compliance;
• third-party changes;
• abuse prevention;
• performance;
• infrastructure;
• maintenance; and
• continued development.

We will not use this right to retrospectively change the fundamental bargain of a completed purchase in a manner prohibited by law.

69. Changes to these Terms

We may update these Terms from time to time.

The current version will show its effective date.

A new version does not retrospectively rewrite the Terms governing a completed historical transaction.

For ongoing Services or Subscriptions, materially adverse changes will be notified where required by applicable law.

We will preserve previous versions where reasonably practicable so that the applicable version for an Order can be identified.

70. Complaints

If you have a complaint about an Order or Service, please contact Elocarry and provide enough information for us to investigate.

We aim to resolve legitimate complaints reasonably.

Nothing in these Terms prevents a Consumer from exercising a right to contact an appropriate:

• court;
• regulator;
• payment provider;
• consumer authority; or
• legally available alternative dispute-resolution service.

71. Informal dispute resolution

Before commencing proceedings, we encourage both parties to make a reasonable attempt to resolve the issue directly.

This provision does not prevent either party from seeking urgent relief or exercising a right which applicable law permits them to exercise immediately.

The parties may mutually agree to mediation or arbitration after a dispute arises.

72. Governing law for Consumers

If you are a Consumer, these Terms are governed by the laws of England and Wales, subject to any mandatory protections that apply to you in the country where you habitually reside.

Nothing in these Terms deprives you of mandatory consumer protections that cannot lawfully be displaced by a choice-of-law clause.

You may bring proceedings in a court having jurisdiction under applicable consumer law.

73. Governing law for Business Customers

If you are a Business Customer, these Terms and any non-contractual obligations arising from them are governed by the laws of England and Wales.

The courts of England and Wales will have exclusive jurisdiction over disputes involving Business Customers unless a separate written agreement provides otherwise.

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General terms

74. No partnership or agency

Nothing in these Terms creates a:

• partnership;
• joint venture;
• employment relationship;
• fiduciary relationship; or
• agency

between you and Elocarry.

You have no authority to bind Elocarry or make representations on its behalf.

75. Assignment by customers

You may not transfer a personal account, licence or Subscription to another person without our consent unless applicable law gives you a right to do so.

76. Severability

If a court or other competent authority determines that part of these Terms is invalid or unenforceable, that part will be treated as modified or removed only to the minimum extent necessary.

The remainder of the Terms will continue to apply.

77. No waiver

If we delay or choose not to enforce a contractual right on one occasion, that does not mean we permanently waive that right.

A waiver applies only where clearly given.

78. Entire agreement

These Terms, together with:

• the product description;
• checkout information;
• any product-specific terms;
• any applicable authorised reseller agreement; and
• any other terms expressly incorporated before purchase

form the agreement relating to the relevant Order.

Nothing in this section excludes liability for fraud or fraudulent misrepresentation or prevents reliance on rights which applicable law requires us to recognise.

79. Priority of terms

If documents forming part of an Order conflict, the following order generally applies:

1. individually negotiated written terms;
2. product-specific terms clearly presented before purchase;
3. checkout information for that Order;
4. these general Terms.

Mandatory law overrides all contractual terms where applicable.

80. Contact

Customer enquiries should be submitted through Elocarry's official support channels.

Legal correspondence, rights-holder notices and formal notices may be sent to [email protected].

81. Acceptance

By placing an Order, you confirm that:

• you had an opportunity to review these Terms before purchasing;
• the material price and product information was presented to you;
• you agree to be bound by the applicable version of these Terms; and
• where separately requested at checkout, you have provided any express consent required for immediate digital supply.

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End of Terms and Conditions