PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE. ALL LICENSED INSTRUCTORS AND FITNESS CENTRES MUST ADHERE TO THE CONDITIONS WITHIN THIS AGREEMENT.

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DEFINITIONS

Agreement means the terms and conditions stated herein between website users/Licensed PowerWave Instructors and PowerWave Sport Limited.

Intellectual Property Rights means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

PowerWave means PowerWave Sport Limited

PowerWave Instructor means an instructor given express written authorisation by PowerWave Sport Limited to act as a PowerWave Instructor.

PowerWave Instructor Training Programme means an approved training programme created by PowerWave Sport Limited.

TERMS OF WEBSITE USE

This terms of use (together with the documents referred to in it and the PowerWave acceptable use policy) tells you the terms of use on which you may make use of our website powerwave.tv (our site), whether as a guest or a registered user. Use of our site includes accessing, browsing, or registering to use our site.

Please read these terms of use carefully before you start to use our site, as these will apply to your use of our site. We recommend that you print a copy of this for future reference. 

By using our site, you confirm that you accept these terms of use and that you agree to comply with them. 

If you do not agree to these terms of use, you must not use our site.

OTHER APPLICABLE TERMS

These terms of use refer to the following additional terms, which also apply to your use of our site:

By using our site, you consent to processing of your data and you warrant that all data provided by you is accurate. 

INFORMATION ABOUT US

Powerwave.tv is a site operated by PowerWave Sport Ltd ("PowerWave" or “We”). We are a limited company.

CHANGES TO THESE TERMS

We may revise these terms of use at any time by amending this page. 

Please check this page from time to time to take notice of any changes we made, as they are binding on you.

CHANGES TO OUR SITE

We may update our site from time to time, and may change the content at any time. However, please note that any of the content on our site may be out of date at any given time, and we are under no obligation to update it.

We do not guarantee that our site, or any content on it, will be free from errors or omissions.

ACCESSING OUR SITE

We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. Access to our site is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of our site without notice. We will not be liable to you if for any reason our site is unavailable at any time or for any period.

You are responsible for making all arrangements necessary for you to have access to our site.

You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.

Our site is directed to people residing in the United Kingdom. We do not represent that content available on or through our site is appropriate or available in other locations. We may limit the availability of our site or any service or product described on our site to any person or geographic area at any time. If you choose to access our site from outside the United Kingdom, you do so at your own risk.

Our videos and timers are strictly only to be used in conjunction with the PowerWave workouts. It is prohibited to use any of our material with any other form of exercise.

YOUR ACCOUNT AND PASSWORD

If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.
We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use.

If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us.

OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS

You acknowledge and agree that PowerWave is and at all times will be the sole owner of (a) all Intellectual Property Rights, trademarks, trade names, trade dress, logos, other indicia of origin, designs, inventions, patents, original works of authorship and other copyright-protected materials, trade secrets, methods and processes, concepts, ideas, know-how, and other intellectual property or proprietary information PowerWave owns and/or uses on or in connection with its products, services, and/or business, including the PowerWave Instructor Training Programme and any Advertising Materials (as defined below) that may be provided to or accessible by you (collectively with Advertising Materials, “PowerWave Intellectual Property Rights”); and (b) all online training videos, audios, instructionals, products, advertisements, promotional or marketing materials, still and moving images and other recorded material (including digital and other forms of material), text, prints, packaging, and any other materials PowerWave owns and/or uses on or in connection with its products, services, and/or business including the PowerWave Instructor Training Programme (collectively with PowerWave Intellectual Property Rights, “PowerWave Materials”). You acknowledge and agree that PowerWave is and at all times has been and will be the sole and exclusive owner of all rights in and to the PowerWave Materials, including any goodwill arising from any use of the PowerWave Materials. You agree not to do anything inconsistent with PowerWave’s sole and exclusive ownership. Nothing in this Agreement shall be construed as a transfer or assignment of any rights to you. Any and all use by you of the PowerWave Materials shall inure to the sole benefit of PowerWave. You agree that you will not make any modification to any PowerWave Materials, or use, exploit, or exhibit any PowerWave Materials except as expressly authorised in this Agreement.

LIMITED LICENSE

Permitted Advertising for PowerWave Instructors. If you have successfully completed the PowerWave Instructor Training Programme, are in good standing, have obtained all necessary insurances required and remain in compliance with the terms and conditions of this Agreement and any applicable laws, rules or regulations, PowerWave grants you a personal, non-transferable, revocable, limited, non-exclusive, and non-sub-licensable license to:

Name your class “PowerWave”. Call yourself a “PowerWave Instructor”. Use the text word “PowerWave©” on class schedules.

Your limited license in this Section is effective on the day PowerWave notifies you that you have passed the exam. Except as expressly permitted in this Section, you may not use any advertising materials, PowerWave Intellectual Property, or PowerWave Materials (including without limitation advertise or promote yourself as a PowerWave Instructor or your PowerWave classes or activities) in any other manner without the express written consent of PowerWave. 

PowerWave is a registered trade mark and therefore you cannot associate it to the town you are instructing in. For example PowerWave(name of town). This includes no form of advertising including social media. Cannot have a fixed PowerWave sign on the building you are instructing in unless it is a registered PowerWave franchise hub. Unethical advertising or price cutting with another qualified instructor or soliciting another instructors clients or slandering another instructor is not permitted. Cannot produce or have any garments or products made for sale bearing the PowerWave brand name. Cannot advertise running PowerWave classes every half hour all day, everyday or take monthly membership fees, as will conflict with the registered franchise model. Failure to comply with this Section is subject to disciplinary action which may include the suspension of your license and, at PowerWave’s discretion, termination of this Agreement and your license rights.

USE OF YOUR NAME IMAGE AND LIKENESS

You grant PowerWave (including its parents, affiliates, subsidiaries, representatives and assigns, officers, employees, advertising and promotional companies, distributors, or any person(s) or corporation(s) acting with PowerWave’s permission or authority) a perpetual, irrevocable, royalty-free license throughout the universe to use, publish, reproduce, distribute, videotape, photograph, record, create derivative works of, and/or otherwise use your name, image, biographical information, voice, statements and/or likeness in connection with the PowerWave Instructor Training Programme and/or any PowerWave promotion or advertisement, in any media now known or later devised, in such manner, for such purposes and with such frequency as PowerWave shall determine in its sole discretion without compensation or consideration to you, without attribution to you, and without further authorisation by you. You agree to execute any and all documents necessary for PowerWave to exploit your grant of rights under this paragraph. You agree to waive any artistic or moral rights in and to any materials created or used by PowerWave under this section. In addition, once you are a PowerWave Instructor, you will be identified on PowerWave’s list of PowerWave Instructors (“Instructor List”). PowerWave may post the Instructor List online for consumers to view. You expressly authorise PowerWave to publish your personal information through the Instructor List, including your name, geographic location, and Instructor status (e.g., whether or not you are in good standing).

ADVERTISING

If you have successfully completed the PowerWave Instructor Training Programme testing, are in good standing, and remain in compliance with the terms and conditions of this Agreement and any applicable laws, rules or regulations, PowerWave grants you a personal, non-transferable, revocable, limited, nonexclusive, and non-sublicensable license to use certain advertising materials provided to you directly by PowerWave or via your login portal on the PowerWave website, which may include PowerWave’s Intellectual Property Rights and Trademarks, business cards, email templates, class or gym passes, postcards, and posters (collectively known as “Advertising Materials”).Your limited license in this Section is effective on the day you become a PowerWave Instructor and ends when you are no longer a PowerWave Instructor or where your license is terminated, whichever comes first. You may not use any advertising materials, PowerWave Intellectual Property Rights, or PowerWave Materials (including without limitation advertise or promote yourself as a PowerWave Instructor or your PowerWave classes or activities) in any other manner without the express written consent of PowerWave. Only PowerWave classes can be listed on the PowerWave App. Any non PowerWave classes listed will result in your account being deleted and your license removed.

CONDUCT

You agree to comply with any and all instructions from PowerWave’s contracts and compliance team. In addition, all of your Instructor and advertising activities must comply with all applicable laws, rules, and regulations, including teaching, advertising and marketing activities and materials, electronic mail or other solicitation, communications to mobile devices and PowerWave branding guidelines.

As a PowerWave Instructor, you are a limited licensee of the PowerWave brands, Intellectual Property, and Materials, and Advertising Materials. You also are a representative of the PowerWave Instructor Training Programme. You agree to act in a legal, professional, non-detrimental, non-disruptive, and appropriate manner at all times. You must not act in any lewd, sexist, racist, discriminatory, off-colour, illegal, or other inappropriate or offensive manner, or in any manner that diminishes the value of the PowerWave’s Intellectual Property or associated goodwill, or Materials generally. PowerWave reserves the right in its sole discretion to determine what conduct is detrimental, disruptive, or inappropriate. You acknowledge and agree that your conduct may directly impact PowerWave, the Instructor Training Programme, PowerWave, Advertising Materials and other PowerWave Intellectual Property and associated goodwill, and/or any Materials, products, or services. You agree to comply with any direction from PowerWave regarding your conduct and that this Agreement may be terminated and any existing licenses withdrawn immediately by PowerWaveas a result of your conduct.

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TERM

This Agreement is effective upon your purchase of the Instructor Training Programme (except for the limited license, which is effective as stated above) and expires twelve (12) months from the date you successfully complete PowerWave Training and become a PowerWave Instructor (“Term”). At the end of the twelve (12) month period you will be required to renew your PowerWave Instructor license for a fee which is processed automatically via online payment in order to maintain your Instructor status. For the purposes of renewal or a first time license upon completion of training, if a license is terminated at any time before the twelve month period expires refunds will not be given. If a license is not renewed after the twelve (12) month period, your license will be automatically withdrawn or terminated. PowerWave may, at its sole discretion: (a) change the duration of the Term, (b) define or modify the continuing education requirement, (c) increase or decrease the renewal fee, and/or (d) modify whether participation in the Membership satisfies all or part of the continuing educational requirement or renewal fee. It is the responsibility of the instructor to cancel their own license subscription. Failing to do so will result in recurring payments that we will not refund. Please make sure that if you do not wish to renew your subscription that you cancel your license before the next renewal date. Cancelling your license will mean you will have to remove any advertising of the classes and/or use of branding on all forms of publications and media past and present. 

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RESTRICTIONS ON POWERWAVE INSTRUCTOR LICENSE ACTIVITIES

In addition to all other restrictions, terms, and conditions in this Agreement, you agree that, without the prior express written approval of PowerWave, you will not:

• Teach any PowerWave classes in a purpose rented or purchased place that solely runs PowerWave classes on a membership basis.

• Teach any PowerWave classes in a gym, community centre, hotel, church, school, or other facility without first providing such facility with a copy of PowerWave’s Advertising Guidelines. You must obtain all necessary licenses and approvals to teach PowerWave in public facilities or venues.

• Teach PowerWave on a site set up for online viewing like an OnDemand or Live workout that is based on a subscription plan. Live streaming on a social media platform is permitted if for your own personal group who attend your classes in person.  

• Use a premises to run a monthly membership just for PowerWave classes, Instructor licence only covers you as an instructor

• Sell online subscription, either via your company or personal website or via app to access recorded PowerWave workouts using PowerWave timers and music. This includes workouts you may have downloaded from PowerWave YouTube channel or workouts you have filmed yourself using PowerWave workout timers and or music. 

• Cannot purchase PowerWaves to sell on to third party. Only for self use for classes

• Teach any PowerWave classes that do not follow the overall principles, structure, and integrity of the PowerWave workouts.

• Create any workouts or teach or instruct any classes that include or consist of PowerWave workouts combined with any other workout, exercise or fitness routine, whether from a third party or otherwise. For example, you may not create or teach any hybrid classes such as, PowerWave/Zumba, or any other combination of products, workouts or exercises.

• Directly or indirectly engage in any activity that may be interpreted as you being an employee or agent of PowerWave.

• Teach any PowerWave classes to any person who has not executed a liability waiver that includes a waiver as to PowerWave.

• Teach any PowerWave classes without liability insurance that covers your activities and names PowerWave as an additional insured regarding those classes or that training.

• Teach any workouts using PowerWave material including timers for non PowerWave workouts

• Teach any PowerWave workouts using another brand/venture name.

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POWERWAVE GYM/FITNESS CENTRE LICENSE ACTIVITIES

Purchasing a PowerWave Gym License or Fitness Centre License you agree to the following:

• If you purchase annually or monthly these fees are non-refundable and it will be down to the accounts team/Gym manager to cancel the subscription. If subscription is not cancelled by following payment then we cannot guarantee a refund, this is your responsibility and the licensed centre.

• Cannot purchase PowerWaves to sell on to third party. Only for use in classes

• Must teach PowerWave classes that follow the overall principles, structure, and integrity of the PowerWave workouts.

• Must not create any workouts or teach or instruct any classes that include or consist of PowerWave workouts combined with any other workout, exercise or fitness routine, whether from a third party or otherwise. For example, you may not create or teach any hybrid classes such as, PowerWave/Zumba, or any other combination of products, workouts or exercises.

• Teach PowerWave on a site set up for online viewing like an OnDemand or Live workout that is based on a subscription plan. Live streaming on a social media platform is permitted if for your own personal group who attend your classes in person.  

• Must not directly or indirectly engage in any activity that may be interpreted as you being an employee or agent of PowerWave.

• Must not teach any PowerWave classes to any person who has not executed a liability waiver that includes a ParQ questionnaire.

• Must not teach any PowerWave classes without liability insurance that covers your activities and names PowerWave as an additional insured regarding those classes or that training.

• Must not teach any workouts using PowerWave material including timers for non PowerWave workouts

• Must not teach any PowerWave workouts using another brand/venture name

• XPS follows the privacy data laid out on the PowerWave app. Please adhere to this. Cancelling XPS membership will reduce your members to guests on the PowerWave app and they will not have access to the workouts. Please make them aware of this. 

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NEGATIVE CONTENT

You must not make negative comments and remarks in any forum (oral, online, written, or while providing instruction or training) about the PowerWave brand or programme, PowerWave Instructor Training or the Instructor Training Programme, Jason Laville, PowerWave, PowerWave’s personnel (e.g., directors, owners, employees, consultants, partners), PowerWave Trainers or other products or services. If PowerWave determines you have made remarks, actions or comments as stated in this clause against it or PowerWave personnel your license shall be revoked, withdrawn or terminated at PowerWave’s sole discretion.

INSURANCE

You must obtain and maintain all the necessary and relevant levels of insurance before you commence any activity as an approved PowerWave Instructor.

PowerWave requires that you obtain valid professional liability insurance to cover your instructor and promotional activities and that you include “PowerWave and its affiliates and subsidiaries” as an additional insured. PowerWave does not and cannot offer or provide you with the relevant insurance. Since you are an independent contractor, you expressly acknowledge and agree that you are not insured under any of PowerWaves’s insurance policies and waive any and all right to claim coverage of any kind.

ACKNOWLEDGEMENT

Acknowledgement. You understand, acknowledge, and agree that:

PowerWave reserves the right to suspend, revoke or terminate your Instructor status and/or any other rights or licenses you receive under this Agreement;

You are not receiving a “professional” license or certification of any kind by completing PowerWave Instructor Training or becoming a PowerWave Instructor, and that these items are not recognised or endorsed by any National Accredited Certifying Training Organisation;

You have no right to and may not “certify” others in the PowerWave Instructor Training Programme or teach or instruct any person or entity to become a PowerWave Instructor, unless you are a PowerWave-approved Elite Instructor;

NO RELIANCE ON INFORMATION

The content on our site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site.

Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up-to-date.

LIMITATION OF OUR LIABILITY

Nothing in these terms of use excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law. To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to our site or any content on it, whether express or implied.

We will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

• use of, or inability to use, our site; or

• use of or reliance on any content displayed on our site. 

If you are a business user, please note that in particular, we will not be liable for:

• loss of profits, sales, business, or revenue;

• business interruption;

• loss of anticipated savings;

• loss of business opportunity, goodwill or reputation; or

• any indirect or consequential loss or damage.

We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any content on it, or on any website linked to it.

We assume no responsibility for the content of websites linked on our site. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.

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UPLOADING CONTENT TO OUR SITE/APP

Whenever you make use of a feature that allows you to upload content to our site, or to make contact with other users of our site, you must comply with the content standards set out in our Acceptable Use Policy.

You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. If you are a consumer user, this means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.

Any content you upload to our site will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us and other users of the Site a limited licence to use, store and copy that content and to distribute and make it available to third parties. The rights you license to us are described in the next paragraph (Rights you licence).

We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy. We will not be responsible, or liable to any third party, for the content or accuracy of any content posted by you or any other user of our site.

We have the right to remove any posting you make on our site if, in our opinion, your post does not comply with the content standards set out in our Acceptable Use Policy. The views expressed by other users on our site do not represent our views or values. You are solely responsible for securing and backing up your content.

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VIRUSES

We do not guarantee that our site will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform in order to access our site. You should use your own virus protection software.

You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.

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LINKING TO OUR SITE/APP

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.

You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

You must not establish a link to our site in any website that is not owned by you.
Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page. We reserve the right to withdraw linking permission without notice.
The website in which you are linking must comply in all respects with the content standards set out in our Acceptable Use Policy. If you wish to make any use of content on our site other than that set out above, please contact us.

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THIRD PARTY LINKS AND RESOURCES IN OUR SITE

Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only.

We have no control over the contents of those sites or resources.

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INDEMNITY

You agree to indemnify and hold harmless PowerWave, its parents, affiliates, subsidiaries, representatives and assigns, employees, officers, owners, attorneys or any person(s) or companies acting with its permission or authority, from any third party claim, action, demand, loss, or damages (including Legal fees) arising from or relating to your purchase of or participation in the PowerWave Instructor Training Programme, any instruction, classes, activities, promotional activities, or other services provided by you in connection with PowerWave or the PowerWave Instructor Training Programme, any violation by you of this Agreement, your PowerWave Instructor and Promotional materials or activities, or your violation of any rights of a third party.

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LIMIT OF LIABILITY

To the extent permitted by law, all liability whether in contract, warranty, tort (including negligence) or otherwise shall be limited to 2 (two) times the purchase price paid by you for enrolment on to the PowerWave Instructor Training Programme.

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ASSIGNMENT

PowerWave may assign, transfer, sublicense, or subcontract any of our rights or obligations under this Agreement at our sole discretion. You may not assign, transfer, license, sublicense, or subcontract any of your rights or obligations under this Agreement.

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NOTICES

Any notice or other communication required to be given under this agreement, shall be in writing and shall be delivered personally, or sent by pre-paid first class post or recorded delivery or by commercial courier as specified by the relevant party by notice in writing to the other party. A notice or other communication required to be given under this agreement shall not be validly given if sent by e-mail. 

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WAIVER

You agree to indemnify and hold harmless PowerWave, its parents, affiliates, subsidiaries, representatives and assigns, employees, officers, owners, attorneys or any person(s) or companies acting with its permission or authority, from any third party claim, action, demand, loss, or damages (including attorneys’ fees) arising from or relating to your purchase of or participation in the PowerWave Instructor Training Programme, any instruction, classes, activities, promotional activities, or other services provided by you in connection with PowerWave or the PowerWave Instructor Training Programme, any violation by you of this Agreement, your PowerWave Instructor and Promotional materials or activities, or your violation of any rights of a third party.

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CANCELLATIONS/REFUND

You are able to cancel your license at anytime. Please note that your account on the PowerWave App will change to a general user and you will not longer be able to advertise yourself as a PowerWave Instructor/coach or use any of the marketing materials that belong to PowerWave, or images that bare PowerWave brand name to promote your business. Please also note that there are no refunds on monthly or annual payments, it is your responsibility to cancel your direct debits. If you do not cancel the direct debits from your Stripe/GoCardless or Paypal then we cannot refund you for any transactions that take place. 

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APPLICABLE LAW

Please note that these terms of use, its subject matter and its formation, are governed by English law. You and we both agree to that the courts of England and Wales will have exclusive jurisdiction. If you are a business, these terms of use, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.