Terms of service

Version Release Date: July 10, 2019 Agreement Version: 1.0

This Terms of Service (this "Agreement") is a contract between you and DEMAVIAS, LLC, a US company with Company File Number 3153338 ("Company"). You must read, agree to, and accept all the terms contained in this Agreement in order to use the following services and associated intellectual property (all collectively the "Services"):

The website owned and operated by Company with top level domain 'Diatomic.co' (the "Site");
The downloadable software in the nature of a mobile application, developed and owned by Company, entitled "DIATOMIC" (the "Mobile Application"); or
Any related software, websites and other services provided by Company and on which a link to this Agreement is displayed.

YOU UNDERSTAND THAT BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THIS AGREEMENT. THIS AGREEMENT TAKES EFFECT AT THE FIRST INSTANCE THE SERVICES ARE EITHER DOWNLOADED, UTILISED, OR ACCESSED BY YOU. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SERVICES. IF YOU AGREE TO THE TERMS OF THIS AGREEMENT ON BEHALF OF AN ENTITY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THIS AGREEMENT. IN THAT EVENT, "YOU" AND "YOUR" WILL ALSO REFER AND APPLY TO THAT ENTITY OR AGENCY.

THIS AGREEMENT CONTAINS WARRANTY DISCLAIMERS AND OTHER PROVISIONS THAT LIMIT OUR LIABILITY TO YOU. PLEASE READ THIS AGREEMENT CAREFULLY AND IN ITS ENTIRETY, AS USING THE SERVICES CONSTITUTES ACCEPTANCE OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND TO EACH AND EVERY TERM AND CONDITION SET FORTH HEREIN, PLEASE EXIT THIS PAGE AND DO NOT PROCEED FURTHER.

1. Definitions

The terms "us", "we", and "our" refer to Company.
The terms "you" and "your" refer to both you and any entity or business on whose behalf you have agreed to this Agreement.
The term "Apple" refers to Apple Inc. and all entities in which Apple Inc. owns, directly or indirectly, more than 50% of the shares entitled to vote.
The term "Apple App Store" refers to the digital distribution platforms developed and maintained by Apple, including without limitation, the iTunes Store and the iOS Store.
The term "Consumer" refers to visitors and users of Your Platform.
The term "Content" refers to all data accessible through the Services, including without limitation, text, information, graphics, design, maps, hyperlinks, the "look and feel", logos, icons, currency conversion, calculations, trademarks, images, video clips, sound clips, editorial content, notices, data compilations, page layout, the selection or arrangement of the information, and the underlying code and software in the Services, whether produced or added to the Services by Users, third parties, or by us.
The term "Our Content" refers to all Content directly accessible by using the Services, except: (a) User Content; and (b) Content only accessible via links to third-party websites and apps.
The term "Personal Data" refers to any information relating to an identified or identifiable natural person ('data subject'); an identifiable natural person is one who can be identified, directly or indirectly, by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. Personal Data is in many ways the same as Personally Identifiable Information (PII). However, Personal Data is broader in scope and covers more data.
The term "Premium Services" refers to the aspects of the Services, or requested voluntary additional functionalities of the Services that may be subject to the payment of particular fees, as determined by Company.
The term "Third-Party Services" refers to all websites, apps, widgets or other services that are not owned or operated by Company and are accessible or utilized, directly or indirectly, via the Services.
The term "User" refers to someone who has downloaded the Mobile App or who otherwise uses the Services.
The term "User Content" refers to Content uploaded or otherwise added to the Services by a User.
The term "User Platform" refers to the online and mobile websites created by Users via the Services.
The term "Your Content" refers to Content uploaded or otherwise added to the Services by you.
The term "Your Platform" refers to the User Platform created by you.

2. Your Personal Data

You understand and accept that we process information about you in accordance with our Privacy Policy. By using our Services, you consent to such processing and you warrant that all data provided by you is accurate.
This Agreement specifically incorporates the provisions set out in the Privacy Policy, as amended, at the date that you entered this Agreement.
By using or accessing the Services, you permit Company to allow certain third-party service providers to access your information, including but not limited to, Personal Data, for the sole purpose of enabling the proper functioning of the Services.
You understand and accept that Company is not responsible for keeping or maintaining a copy or details of any User Content or Personal Data. In the event that the Services are withdrawn or shutdown, Company is under no obligation to provide you with a copy of Your Content or Personal Data, or the Content or Personal Data of any other User.
By using the Services, you consent to the storage of your Personal Data on servers that may, for a period, be outside your country of residence.

3. Eligibility

You must be at least eighteen (18) years old, or of the legal age of majority in the applicable jurisdiction, and possess the legal authority, right and freedom to enter into this Agreement and to form a binding contract, for yourself or on behalf of the person or entity committed by you to this Agreement.
You represent and warrant to us that: (a) you are at least eighteen (18) years of age, or of the legal age of majority in the applicable jurisdiction, and possess the legal authority, right and freedom to enter into this Agreement and to form a binding contract, for yourself or on behalf of the person or entity committed by you to this Agreement; (b) you have not previously been suspended or removed from the Services; and (c) your registration and your use of the Services is in compliance with all applicable laws and regulations.
Company reserves the right to refuse to offer the Services to any person or entity, and to change its eligibility criteria at any time.

4. Limited License

Company grants you a personal, worldwide, revocable, non-sublicensable, non-assignable and non-exclusive license to access and use the Services (the "License"), subject to this Agreement. This License is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Company, in the manner permitted by the terms of this Agreement.
The License is freely revocable and terminable by Company at any time, without cause and in the sole discretion of Company. Upon revocation or termination of the License, you shall, and hereby agree to, if requested by Company, delete or destroy any materials (electronic or otherwise) owned by Company that are related to the Services and remain in your possession or control, and acknowledge that after such revocation or termination Company may deny your access to the Services in its sole discretion.

5. Our Content and Related Rights

You agree that all rights, title, and interest in and to Our Content, are and will remain the exclusive property of Company and any applicable licensors of Company. All such rights to Our Content are reserved.
Except to the extent necessary to allow reasonable use of the Services as intended under this Agreement, you must not copy, reproduce, republish, disassemble, decompile, reverse engineer, adapt, alter, edit, re-position, rebrand, change, distribute, lend, sell, sub-license or rent any part of Our Content unless we provide you with our prior express written consent to do so.
We reserve the right to make updates (additions, removals, and/or changes) to the features, functionality, and/or Content of the Services at any time, for any reason, and without explanation.

6. Premium Services - Subscription

The prices charged for Premium Services ("Fees") shall be determined by Company in its sole discretion.
If you wish to receive or use the Premium Services, you are required to pay all applicable Fees in advance.
Company reserves the right to change the Fees at any time.
All Fees shall be deemed to be in U.S. Dollars, except as specifically stated otherwise in writing by Company.
To the extent permitted by applicable law (and unless specified otherwise in writing by Company), all Fees are exclusive of all taxes, levies or duties imposed by tax authorities ("Taxes").
You accept and understand that you shall be responsible for the payment of all applicable Taxes relating to the use of the Services, or to any payments or purchases made by you in relation to the Services.
If, at any point, it is determined that Company is obligated to collect or pay Taxes for the Fees payable by you, Company may add such Taxes to the payment of any outstanding Fees, regardless of whether such Taxes were previously added to earlier transactions or collected from you for earlier transactions.
If, at any time, we record a decline, chargeback or other rejection of a charge of any Fees payable by you for any Premium Services, you agree and understand that this shall be considered a breach of your payment obligations hereunder, and we reserve the right to automatically terminate or disable your use of the Services.
To the maximum extent permitted by applicable law, all Fees and Taxes payable under this Agreement are non-refundable.

7. Our Relationship to Users

Nothing in this Agreement shall be deemed to constitute or create a partnership, agency or employment relationship, as a matter of fact, between you, any other User or third-party and Company.

8. User Conduct

You understand and accept that we have no control over User Content and do not in any way guarantee its quality, accuracy, or integrity.
You understand and accept that we are not responsible for the monitoring or filtering of any User Content.
Should any User Content be found illegal, we reserve the right to submit all necessary information to relevant authorities.
If any User Content is determined by the Company to be, or reported to Company as being, offensive, defamatory or inappropriate, we reserve the right to request that the User retract or otherwise modify the questionable content within 24 hours of being notified by Company. If the User fails to meet such a request, Company shall have full authority to restrict the User's ability to save and/or share Content. Company shall also have the right to immediately terminate the User's account, if applicable, and User's right to use the Services, without further notice to the User.
Without limiting the foregoing, Company shall have the right to remove, in its sole discretion, any User Content that violates this Agreement or is otherwise objectionable.
You shall be responsible for complying with all federal and state laws applicable to Your Content, including copyright and trademark laws.
You agree not to use the Services to do any of the following:

Upload, post, or otherwise transmit any Content, that:
1. Violates any national, local, state, federal, or international laws, including without limitation, those specific laws applicable to you or Consumers in any of your geographical locations;
2. Infringes on any patent, trademark, trade secret, copyright, or other proprietary rights of any party;
3. Harms, threatens, defames, promotes violence or illegal activities, or is otherwise vulgar, obscene, abusive, harassing, tortuous, libelous, invasive of another's privacy, hateful, or racially, ethically, or otherwise objectionable;
4. Links directly or indirectly to any materials to which you do not have a right to link;
5. Contains any Personal Data of any other User or third party, including, without limitation, addresses, phone numbers, email addresses, and credit card numbers, without the express permission of said User or third party;
6. Contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment, or extract information from the Services;
7. Contains any unsolicited or unauthorized advertising, solicitations, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation;
8. In the sole judgment of Company is objectionable or restricts or inhibits any other person from using or enjoying the Services, or which may expose Company, or other Users, to any harm or liability of any type.
Use our Content to:
1. Develop a competing mobile application, website, or other software or web Services;
2. Create compilations or derivative works as defined under United States copyright laws;
3. Redistribute it in any manner, including, but not limited to, sale, license, lease, rental, subscription, or any other distribution mechanism.
Decompile, disassemble, or reverse engineer the Mobile App, the Site, or any other element of the Services.
Use the Services in any manner that violates this Agreement or any local, state, federal, or international laws.
You must provide accurate and complete information when registering to use the Services.

9. Ownership, Copyrights and Licenses

When you upload or otherwise save Your Content to the Services, you agree that Company shall, at that moment, be granted a non-exclusive, irrevocable, royalty-free, worldwide license to use, reuse, edit, modify, publish, display, store, transmit, import, advertise, reproduce and distribute such content for any purpose, including but not limited to, meeting any technical or other requirements we may have, and providing you or other Users or third parties any services associated with the Services.
You agree that we may use your feedback, suggestions, enhancement requests, feature requests, recommendations, corrections and/or ideas (hereinafter referred to as "Feedback") in any way, including, but not limited to, in future modifications of the Services, in other products or services, in advertising and in marketing materials. You agree to grant Company a nonexclusive, irrevocable, royalty-free, worldwide license to use, incorporate, edit, modify, publicly display, advertise, reproduce and distribute such Feedback for any purpose, including producing derivative works, or incorporating it into other works. Company will hold this license indefinitely.
You also agree that you do not have any claim to any intellectual property or derivative work produced by Company that is based in any part or in any way on any Feedback you may give or offer to us at any time. You further acknowledge that, by accepting your Feedback, Company does not waive any rights to use similar or related Feedback previously known to us, or developed by our employees, or obtained from sources other than you.
Company shall hold all irrevocable licenses described in this Agreement indefinitely.
You represent and warrant that:

You own all the rights in and to all Your Content or otherwise have, and will continue to have, the full power, title, licenses, consents and authority in and to Your Content, to the extent necessary to permit both you and us to lawfully access, use, reuse, edit, modify, publish, display, store, transmit, import, advertise, reproduce, distribute or license Your Content;
You have, and will continue to have, the full power, title, licenses, consents and authority to allow Company to access any external websites, web pages and/or other online services, for the purpose of importing, copying, displaying, uploading, transmitting and/or otherwise using Your Content;
Your Content is, and will continue to be: (i) true, current and accurate, and (ii) non-infringing upon any third-party rights;
It shall not, in any manner whatsoever, be unlawful for (i) you to access, use, reuse, edit, modify, publish, display, store, transmit, import, advertise, reproduce or distribute Your Content in the country in which you or Consumers reside, or (ii) Company and/or Consumers to access, import, copy, upload, use or possess Your Content in connection with the Services.
You have obtained all necessary permissions, consents and licenses required under all applicable laws to publish, post, upload or transmit any Personal Data of third parties, any Content owned by third parties, and/or any image or likeness of any person, entity or property as part of Your Content, and you will adhere to all laws applicable thereto.

10. Unlawful Activity

We reserve the right to investigate complaints or reported violations of this Agreement and take any action we deem appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your Personal Data.
You accept and understand that Company, to the maximum extent permitted by applicable law, is not under an obligation to investigate complaints or reported violations of this Agreement.

11. Disputes between Users, or Between Users and Third Parties

You agree that all disputes between you and any other Users or third parties, shall be settled between you and such other third parties or Users directly, and not with Company.
You understand and accept that you alone are responsible for your interactions with other third parties and Users.

12. Data Charges

You shall be responsible for all fees charged by third parties to access and use the Services (e.g., charges by Carriers). Without limiting the foregoing, you are solely responsible for payment of all applicable fees related to any Carrier service plan you use in connection with your use of the Services (such as voice, data, SMS, MMS, roaming, and other applicable fees charged by the Carrier).

13. Special Terms Regarding the Apple App Store

If you download or access any part of the Services via the Apple App you agree to the following:

This Agreement is between You and Company only, and not with Apple;
This Agreement is not intended to provide for usage rules for software that are less restrictive than the Usage Rules set forth for "Licensed Applications" in, or that otherwise conflict with, the App Store Terms of Service;
Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Services;
In the event of any failure of the Services to conform to any applicable warranty, then you may notify Apple and Apple will refund any applicable purchase price for the App to you;
to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Services;
Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including, but not limited to: (i) product liability claims; (ii) maintenance and support; (iii) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (iv) claims arising under consumer protection or similar legislation.
Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that the Service and/or your possession and use of the App infringe that third-party's intellectual property rights;
To comply with any applicable third-party terms when using the Services;
Apple, and Apple's subsidiaries, are third-party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary;

If you download or access any part of the Services via the Apple App you hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
We reserve the right to remove the Mobile App from the Apple App Store at any time, for any reason, and without explanation.

14. Termination of Use

Your right to use the Services may be terminated at any time by you or us.
Your rights under these this Agreement will terminate without our notice if you fail to comply with any term or condition of this Agreement. Following termination: (a) you shall not represent yourself as a User; and (b) you must uninstall the Mobile App and delete or destroy any information or content (including all copies) obtained from the Services.
You understand and accept that certain provisions of this Agreement, including but not limited to, Section 6 (Premium Services), Section 9 (Ownership, Copyrights and Licenses), Section 14 (Termination of Use), Section 15 (Disclaimers), Section 16 (Limitation of Liability), Section 17 (Choice of Law), Section 18 (Indemnification) and Section 19 (Severability and Survival), will survive the termination of this Agreement.

15. Disclaimers

Errors, Corrections and Updates: We do not represent or otherwise warrant that: (a) the Services will be error-free, free of viruses or other harmful components, or that we will correct any errors; and (b) the information available on or through the Services will be correct, accurate, timely, or otherwise reliable.
Third-Party Services Disclaimer: You understand and accept that:

all Third-Party Services are NOT provided, owned, controlled or maintained, in any manner whatsoever, by Company;
we have not and do not endorse, guarantee, warrant, or recommend, in any manner whatsoever, the accuracy, relevance, timeliness, or completeness of Third-Party Services;
YOUR ACCESS TO THIRD-PARTY SERVICES IS DONE AT YOUR SOLE RISK.

Content Disclaimer: You understand and accept that:

We are not responsible or liable, in any manner whatsoever, for the accuracy, timeliness, completeness, usefulness, correctness, currency, and up-to-dateness of any Content;
Content may be changed without notice and such changes are not guaranteed to be accurate, timely, complete, correct, current, or up-to-date;
we are under no obligation to update, in any manner whatsoever, any Content;
we do not represent, warrant or guarantee that any prices or other amounts displayed within the Services are correct;
We are not responsible or liable, in any manner whatsoever, for any offensive, inappropriate, obscene, unlawful, or otherwise objectionable Content added to the Services by Users;
ANY RELIANCE ON, OR EVALUATION OF, THE ACCURACY, TIMELINESS, COMPLETENESS, USEFULNESS OR CORRECTNESS OF THE CONTENT IS DONE AT YOUR SOLE RISK.

General Disclaimer: You understand and accept that:

We are not responsible or liable, in any manner whatsoever, for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications;
We are not responsible or liable, in any manner whatsoever, for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email on account of technical problems or traffic congestion on the Internet, or any combination thereof, including injury or damage to Users' or to any third-party's computer, mobile phone, or other hardware or software related to or resulting from using or accessing the Services;
THE CONTENT AND SERVICES ARE PROVIDED 'AS-IS', 'AS AVAILABLE', WITH 'ALL FAULTS', AND ALL EXPRESS OR IMPLIED WARRANTIES ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE);
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF THE SERVICES;
WE DO NOT GAURANTEE OR PROMISE ANY SPECIFIC RESULTS FROM THE USE OF THE SERVICES
WE DO NOT REPRESENT THAT THE SERVICES ARE RELIABLE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;
WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOUR ACCESS OR USE OF THE SERVICES IS AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGE TO YOUR MOBILE DEVICE OR OTHER EQUIPMENT USED TO ACCESS THE SERVICES, LOSS OF DATA, OR OTHER HARM OF ANY KIND THAT MAY RESULT;

16. Limitation of Liability

We will not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way, directly or indirectly, from (a) any errors in or omissions in the Content or Services, (b) any product liability issues to the extent that we are not involved with the manufacturer of the product(s) giving rise to liability, (c) the unavailability or interruption of the Services, (d) your access to or use of the Services or Content, (e) the Content contained on the Services, or (f) any delay or failure in performance of the Services beyond our control.
IN NO EVENT SHALL COMPANY OR ITS DIRECTORS, OWNERS, EMPLOYEES, MANAGERS OR AGENTS BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SERVICES, AND CONTENT ACCESSED THROUGH OR DOWNLOADED FROM THE SERVICES, EVEN IF COMPANY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO USE THE SERVICES PRIOR TO THE EVENT GIVING RISE TO LIABILITY. THE NEGATION AND LIMITATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND COMPANY.
THIS LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE, AND SHALL NOT APPLY TO ANY DAMAGE TO YOU INTENTIONALLY CAUSED BY COMPANY IN VIOLATION OF THIS AGREEMENT OR APPLICABLE LAW, OR AS OTHERWISE MANDATED BY APPLICABLE LAW THAT CANNOT BE DISCLAIMED BY THIS AGREEMENT.

17. Choice of Law and Jurisdiction

This Agreement will be treated as if it were executed and performed in New York County, New York State, and will be governed by and construed in accordance with the laws of the state of New York without regard to conflict of law provisions.
You further agree to submit to the personal jurisdiction and venue of such courts. Any cause of action by you with respect to the Services must be instituted within one (1) year after the cause of action arose or be forever waived and barred.

18. Indemnification

You agree to indemnify, defend, and hold us and our partners, agents, managers, owners, directors, employees, subcontractors, successors, affiliates, assigns, third party suppliers of information, software, services, and documents, free from any liability, loss, claim, and expense, including reasonable attorney's fees, related to your violation of this Agreement or use of the Services.

19. Severability and Survival

Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that any Content is in conflict or inconsistent with this Agreement, this Agreement will take precedence.
Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision, nor of the right to enforce such provision.
To the extent permitted by applicable law, our rights under this section will survive any termination of this Agreement.

20. Entire Agreement

Except as otherwise noted, this Agreement, as currently amended, constitutes the entire and only Agreement between you and Company and supersedes all other Agreements, representations, warranties, and understandings with respect to the Services and the subject matter contained herein.

21. Changes to this Agreement

We reserve the right, at our discretion, to change this Agreement on a going-forward basis at any time. Please check the terms of this Agreement periodically for changes. In the event that a change to this Agreement materially modifies your rights or obligations, we will make reasonable efforts to notify you of such change, such as a notification through a pop-up or banner within the Services or through other similar mechanisms.
If the amended terms materially modify your rights or obligations, we reserve the right to require you to provide consent by accepting the amended Agreement. If we require your acceptance of the amended Agreement, changes are effective only after your acceptance.
If you do not accept the amended Agreement, we reserve the right to terminate your access to and use of the Services. All other changes are effective upon publication of the amended Agreement. Disputes arising under amended Agreement will be resolved in accordance with the version of the Agreement that was in effect at the time the dispute arose.