These Terms and Conditions of Use (“Terms and Conditions of Use” and “Terms”) apply to the web site located at www.ucadia.net, and all associated sites linked to the Site, its subsidiaries and affiliates, including but not limited to any and all related sites around the world (collectively, the “Site”).
The Site is a proprietary application of functional software built from the unique customisation of established third-party proprietary software applications and frameworks, purchased or licensed; and unique content, design and images that collectively is the sole and absolute valuable intellectual property of Ucadia Foundation Trust (“We” and the “Company” and “Ucadia”) as the Authorised Licensor (“Licensor” and the “Authorised Licensor”).
The Authorised Licensor in bona fide (good faith) and without prejudice, is pleased to provide you with limited access to the Site including the various associated software applications, content, images, products and services (“Services”) of the Site, that may be branded in the name of the Company or another brand and trademark owned or licensed to the Company. These present Terms are posted via link on each web page of the Site (“Webpage”) governing your use and the conditions of our provision of the Services.
Whether these Terms are enforceable
For any agreement to be legally enforceable, it must demonstrate that the minimal elements exist, including: an intention to contract, a fair and reasonable offer, clear acceptance of the offer, some valuable consideration exchanged and the promise or intention of being bound to some obligation.
As to the first element (an intention to contract), We assert that all experienced Internet users are cognisant and competent in the knowledge that the use of any website is conditional and subject to its documented terms; and that the choice of an Internet user to proceed in the use of a website is a clear indication therefore of intention to contract to such terms.
As to the second element (a fair and reasonable offer), We assert that a clearly defined set of terms that in essence grants an Internet user limited and free access to a website, providing they respect any and all copyright material and do not seek to cause any harm or disruption, is evidence of such a fair and reasonable offer.
As to the third element (clear acceptance of the offer), We contend that the behaviour of an experienced Internet user accessing multiple web pages from a website such as the present Site is overwhelming evidence of clear acceptance of the offer by the Internet user .
As to the fourth element (some valuable consideration), We assert that a website such as the present Site represents valuable consideration of considerable value and investment that may be quantified and qualified several ways, including (but not limited to) the capital investment in time and resources to build, program and maintain such a website.
As to the fifth element (promise or intention of being bound to some obligation), We assert that the behaviour of an experienced Internet user accessing multiple web pages from a website such as the present Site is overwhelming evidence of the intention and expectation of such an Internet user to be bound to some obligation as specified under the terms of the website, given their use and multiple views.
PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES. BY USING THE SITE, YOU AGREE TO THESE TERMS; IF YOU DO NOT AGREE, DO NOT USE THE SITE.
So long as you comply with the present Terms, the Authorised Licensor grants you a personal, non-exclusive, non-transferable, limited User License (“User License”) as an Authorised User (“Authorised User”) to enter and use the Site.
ANY DISPUTE BETWEEN YOU AND US MUST BE RESOLVED BY INDIVIDUAL BINDING ARBITRATION. PLEASE READ THE ARBITRATION PROVISION IN THESE TERMS AS IT AFFECTS YOUR RIGHTS UNDER THIS CONTRACT.
NOTHING IN THESE TERMS IS INTENDED TO AFFECT YOUR RIGHTS UNDER THE LAW IN YOUR USUAL PLACE OF RESIDENCE. IF THERE IS A CONFLICT BETWEEN THOSE RIGHTS AND THESE TERMS, YOUR RIGHTS UNDER APPLICABLE LOCAL LAW WILL PREVAIL.
AUTHORISED USER LICENSING AGREEMENT
ON THIS DAY [The day of your present visit to the first Webpage of the Website]
BETWEEN UCADIA FOUNDATION TRUST, and its Assigns, Successors and registered Subsidiaries, being a Statutory Delaware Trust (No. 6470358), registered in the State of Delaware, having its Registered Office (“Registered Office”) at 919 N Market St #725 Wilmington, DE 19801 in the United States of America; and being the duly Authorised Licensor; and
AND YOU THE USER (“User”), uniquely identified by the information provided by your computer when visiting the Site, or by you acknowledging your name and email as having visited the Site, or by you producing links or copies of content of the Site in any correspondence and communication to the Licensor or associated bodies and officers, hereinafter the “Licensee” and “User”.
A. The Licensor, and its Assigns, Successors and registered Subsidiaries is the Authorised Agent (“Authorised Agent”) to assist the Authorised Licensor in the management and maintenance of the Site; and the granting, revocation and management of Authorised License Agreements to the Site; and the pursuit of instances of trespass or penalties for violations against the present Terms; and the handling of any queries and requests and the satisfactory resolution and settlement of any valid claims or disputes; and
B. You, the User and Licensee have agreed to this firm and binding Agreement (“Agreement”) provided by the Licensor, by using the Services after carefully reading these present Terms and Conditions of Use, or by waiving your right to read such Terms and Conditions of Use before using the Services ; and
C. The Licensor has agreed to grant you as the User, a personal, non-exclusive, non-transferable, limited User License (“User License”) as an Authorised User (“Authorised User”) to enter and use the Site, subject to the Terms and Conditions of the Agreement.
WITNESS, NOW THEREFORE: To all whom these presents come, for and in valuable consideration of the deferred payment one (1) Ucadia Union Moneta™ by the User to the Licensor, the Licensor does hereby grant and convey in Good Faith to the User a personal, non-exclusive, non-transferable, limited User License to enter and use the Site, to have and to hold, subject to the following Terms and Conditions:
1. In the present Agreement, a capitalised word or expression within the Agreement, Recitals, Terms and Conditions or Schedules:- (a) Has the same meaning as specifically defined within the body of the Agreement Introduction, Recitals or Terms and Conditions when the word or expression is first listed in quotes; or (b) If a word or expression is not first listed in quotes within the body of the Agreement Introduction, Recitals or Terms and Conditions, then according to the Dictionary of Expressions (hereinafter known as “Dictionary”) annexed hereto in full as Schedule 1 (“Schedule 1”); or (c) If not defined within the Dictionary, then in accord with the Constitution of the Company; or (d) If not defined within the Constitution of the Company, then in the twenty-two books of Maxims of Ucadia Law.
2. In the present Agreement, unless the context requires otherwise:- (a) Words importing the singular include the plural and vice versa; and (b) Words that are gender neutral or gender specific include each gender; and (c) An expression of Words importing a Person includes a company, partnership, joint venture, association, corporation, natural person, agency or other body; and (d) The coupling of Words together demonstrates that such Words are to be understood in the same sense, unless the grammar used permits otherwise; and (e) Other parts of speech and grammatical forms of a Word or phrase defined in the present Document have a corresponding meaning; and (f) The departure from the signification and meaning of Words is not permitted unless it is evident through the present Document that such signification and meaning of Words are not conformable to the intent of the whole; and (g) The misspelling or alternate spelling of a Word shall have no material impact on the validity, legitimacy or effect of a clause or article of the present Document to the extent that the intended meaning and spelling is evident or able to be reasonably deduced; and (h) Headings are for convenience only and do not affect the interpretation of the present Document; and (i) The use of any style of font, font size, bolding, italics, underline, brackets or any other style are for cosmetic purpose only and do not affect the interpretation of the present Document; and (j) Reference to a thing includes any part of that thing; and (k) A reference to a clause, party, schedule, annexure or attachment is a reference to a clause of the present Document, and any party, schedule, annexure or attachment to the present Document; and (l) A reference to a document includes all amendments or supplements to that document, or replacements or novation of it; and (m) A reference to a party to a document includes that party's successors or permitted assigns; and (n) a reference to a law includes a constitutional provision, treaty, decree, convention, statute, regulation, ordinance, bylaw, judgement, rule or order and is a reference to that law as amended, consolidated or replaced at the time; and (o) An Agreement on the part of two (2) or more persons, binds them severally; and (p) A Placeholder Name is a name to be used in substitution for the name of a party whose true identity is yet unknown, or unconfirmed, or disputed or still withheld in the context of any action or discussion.
III. Binding Agreement
3. The parties to the present Agreement do hereby warrant and testify to the best of their respective abilities as to the capacity of each other to enter into the present Agreement in Good Faith, Clean Hands and Without Prejudice and that: (a) both parties are persons, with their identity and locations able to distinctly identified; and that (b) both parties come to the present Agreement freely, by their own will and without threat or duress; and (c) both parties testify there is no valid cause or reason to prevent the immediate execution of the present Agreement the moment a User enters or uses the Site; and (d) both parties have read the entirety of the Agreement and have consented to its execution, or have waived such rights; and (e) first Day-Time of the Agreement shall be the Day-Time as calculated from the day of the present visit to the first Webpage of the Site by the User.
4. Except as expressly provided within the present Agreement: (a) Nothing in the present Agreement may be intended to construe or imply any fiduciary relationship, agency, partnership or trust between the parties; and (b) no party has authority to bind any other party, except as otherwise expressed within the present Agreement; and (c) each User who executes the present Agreement does so solely in his/her own legal capacity and not as an agent, trustee, or partner of any other person; and (d) only those persons who duly execute the present Agreement possess any Rights or Benefits under it.
5. Both parties (the Licensee and Licensor) agree the present Agreement shall be binding and that they each agree to the present Terms and Conditions for the Use and provision of Services. Furthermore, the Licensee cedes, that if such binding Agreement did not exist, then no permission would exist to use the Services and any view or use of the Site would therefore be unauthorised and constitute a wilful and deliberate act of trespass by the User.
6. Both parties (the Licensee and Licensor) agree that the standard Unit of Account (“Unit of Account”) of the present Agreement shall be Ucadia Moneta™ being the third highest and most valuable form of valid and legitimate Money under proper Divine Law, Positive Law, Ecclesiastical Law and Sovereign Law. Furthermore, the parties hereby agree:- (a) any and all financial valuations, penalties, claims, costs, compensation and remedies associated with the present Agreement shall be calculated in units of Ucadia Moneta; and (b) the conversation or exchange rate (“Exchange Rate”) between Ucadia Moneta™ and currencies of lesser value shall be in accord with the published Exchange Rate provided through this Site or associated Ucadia related sites; and (c) the settlement and rules of any accounts in Ucadia Moneta™ (“Ucadia Moneta Accounts”) shall be in accord with the terms and conditions associated with Ucadia Moneta Accounts.
7. Except those clauses and obligations or penalties that remain in effect, both parties agree that the present Agreement hereby revokes, supersedes and replaces entirely any and all oral, written or otherwise implied collective bargaining agreements, supplements, memoranda of understanding, memoranda of agreement and past practices, norms or customs between the named parties, or their assigns, or successors, or agents prior to the first Day-Time of the Agreement in relation to the Services and use of the Site.
8. As the present Agreement hereby revokes, supersedes and replaces entirely any and all previous agreements in all forms and all manners between the Parties in relation to the Services and the use of the Site, prior to the first Day-Time of the Agreement except those clauses and obligations or penalties that remain in effect, any previous fiduciary and trust relations established by any general or special powers, whether durable, or non-durable, or enduring, or lasting, or irrevocable or any other special provision are hereby satisfied upon the fulfilment and therefore termination of their original grant, donation and purpose.
9. Excluding any term or condition within the present Agreement as reasonably constituting a continuing Obligation, the present Agreement commences on the first Day-Time of the Agreement mentioned and remains in full force and effect according to these Terms and Conditions until the earlier of: (a) thirty (30) days; or (b) a minor breach or default by any party fails to be remedied or resolved by negotiation or Arbitration; or (c) a material breach or default by any party fails to be remedied by the required conditions of the present Agreement.
10. In accord with International Law, Treaties and Conventions including, but not limited to the present Agreement is an Arbitration Agreement subject first to (a) the Canons and Articles of Pactum De Singularis Caelum and associated Covenants, Charters and Constitutions; and secondly (b) the ByLaws of the Authorised Licensor; and then (c) any Statutes, Treaties, Ordinances or Regulations as referenced from time to time within the present Agreement or nominated jurisdiction for the arbitration and resolution of any disputes.
11. Supplemental terms and conditions may apply to some Services, such as rules for a particular service or other activity, or terms that may accompany certain conten or software accessible through the Services. Both parties agree that such Supplemental terms and conditions will be disclosed to the User in connection with such service or activity and are to be considered separate to the Terms and Conditions of the present Agreement.
12. The User and Licensee unconditionally acknowledges the right of the Licensor to amend one or more of the Terms and Conditions of the present Agreement, providing (a) the Published date at the top of the present Agreement will reflect the most recent Day-Time when any term or clause has been altered in any material way; and (b) Any such amendment will be effective within twenty four (24) hours of publishing the updated Agreement.
13. The Licensor may immediately terminate the present Agreement and User License with respect to you (including your access to the Services) if you fail to comply with any provision of these terms. Furthermore, should such a breach or default be materially significant, then the Licensor reserves the right to impose the listed penalty or penalties associated with such a material breach as listed within the present Agreement against the User, including but not limited to any and all action and procedures for the recovery of such debts, obligations, penalties and costs.
14. The Services are for the personal, noncommercial use of the User as Licensee and are intended for informational and educational purposes only. They do not constitute legal, financial, professional, medical or healthcare advice or diagnosis and cannot be used for such purposes.
15. The Services are owned by, and the copyrighted property of the Company and associated Authorised Licensors including, but not limited to any all trademarks, service marks, trade names, trade dress, photographs, lithographs, line art, registered artworks, literary and cinematographic works. Under no circumstances may any part of the present Agreement be used to imply, conclude or assert any transfer or ownership or rights of ownership to one or more Services. The User and Licensee unconditionally acknowledges that no transfer of any title to any portion of the Services has taken place. Furthermore, the User as Licensee hereby agrees that no element of the Services may be used or exploited in any way other than as is defined under the present Agreement.
16. All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code (collectively, “Content”), including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained on the Site is owned, controlled or licensed by or to the Company and its associated Authorised Licensors and Agents, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws.
17. Except as expressly provided in these Terms, no part of the Site and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without the express prior written, registered and signed consent of the Licensor.
18. You may use information on Company and Ucadia products and services (such as data sheets, knowledge base articles, and similar materials) purposely made available by the Company for downloading from the Site, provided that you (1) not remove any proprietary notice language in all copies of such documents, (2) use such information only for your personal, non-commercial informational purpose and do not copy or post such information on any networked computer or broadcast it in any media, (3) make no modifications to any such information, and (4) not make any additional representations or warranties relating to such documents.
VI. Use of the Site
19. You the User as Licensee hereby agree without reservation not to use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Site or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Site or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Site. Ucadia reserves the right to bar any such activity. (Penalty: One Thousand (1,000) Ucadia Moneta™ for each instance.)
20. You the User as Licensee hereby agree without condition that you shall not attempt to gain unauthorised access to any portion or feature of the Site, or any other systems or networks connected to the Site or to any Ucadia server, or to any of the services offered on or through the Site, by hacking, password “mining” or any other illegitimate means. (Penalty: One Thousand (1,000) Ucadia Moneta™ for each instance.)
21. You the User as Licensee hereby agree without reservation that you shall refrain from posting any electronic content, images and media information that is considered offensive and contrary to the principles of Ucadia, including but not limited to: (a) information that is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; or (b) information that harasses or advocates harassment of another person; or (c) information that exploits people in a sexual or violent manner; or (d) information that contains nudity, violence, or offensive subject matter; or (e) information that solicits personal information from anyone under the age of sixteen years old; or (f) information that the User knows is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libellous; or (g) information that promotes an illegal or unauthorised copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files; or (h) information that involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming"; or (i) information that contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page); or (j) information that furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses; or (k) information that solicits passwords or personal identifying information for commercial or unlawful purposes from other Users; or (l) information that involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes; or (m) information including a photograph of another person that you have posted without that person's consent. (Penalty: One Thousand (1,000) Ucadia Moneta™ for each instance.)
22. You the User as Licensee hereby agree without reservation that you shall refrain from posting any electronic content, images and media information that is considered illegal or prohibited, including but not limited to information associated with a criminal activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets. (Penalty: Three Thousand (3,000) Ucadia Moneta™ for each instance.)
23. You the User as Licensee hereby agree without condition that you shall not probe, scan or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Site, or any other customer of Ucadia, including any Ucadia account not owned by you, to its source, or exploit the Site or any service or information made available or offered by or through the Site, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Site. (Penalty: Three Thousand (3,000) Ucadia Moneta™ for each instance.)
24. You the User as Licensee hereby agree that you shall not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or Ucadia’s systems or networks, or any systems or networks connected to the Site or to Ucadia. (Penalty: Two Thousand (2,000) Ucadia Moneta™ for each instance.)
25. You the User as Licensee hereby agree without reservation not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any transaction being conducted on the Site, or with any other person’s use of the Site. (Penalty: Two Thousand (2,000) Ucadia Moneta™ for each instance.)
26. You the User as Licensee hereby agree without reservation that you shall not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to Ucadia on or through the Site or any service offered on or through the Site. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity. (Penalty: Three Thousand (3,000) Ucadia Moneta™ for each instance.)
27. You the User as Licensee hereby agree that you shall not make copies of any Content, or manipulate the size of any images, or arrangement of words, sentences or articles of any Content from the Site for the purpose of: (a) making one or more unsubstantiated demands, threats or claims payment, or compensation; or (b) making deliberately misleading and false statements for the purpose of defaming, injuring the good name and reputation of Ucadia or any of its duly authorised officers. (Penalty: Three Thousand (3,000) Ucadia Moneta™ for each instance.)
28. You the User as Licensee hereby agree you shall not use the Site or any Content for any purpose that is unlawful or prohibited by these Terms, or to solicit the performance of any illegal activity, or other activity which infringes the rights of Ucadia or others. (Penalty: Two Thousand (2,000) Ucadia Moneta™ for each instance.)
VII. Trademark & Copyright Policy
29. The Company seeks to honour and protect the intellectual property rights of authors, owners, licensors and licensees of copyrighted material, trademarks, or other proprietary information and therefore agrees to abide by established International Laws, Treaties and conventions concerning the copyright. As a body formed under sacred trust to pursue the objects of the Ucadia Model in research, study, education and assisting people overcome cognitive and spiritual disabilities, the Company evokes those rights, privileges, exemptions and exceptions in relation to copyright obligations and any claims of Copyright infringement. However, wherever certain intellectual property material is clearly and unmistakably identified as protected and subject to copyright conditions, the Company and associated Authorised Licensors and Agents shall seek the permission of such copyright owners, licensors and agents for the use of such intellectual property, including but not limited to any certificates, licensing, licensing fees or other conditions.
30. To protect against unsubstantiated claims, threats and intimidation through misuse and misrepresentation of copyright laws and treaties, most countries now have provisions within their statutes to ensure claimed copyrighted works are duly registered and certified. Therefore, the Licensee agrees without reservation that the Licensor shall only accept claims as valid in respect to any alleged copyright infringement if the following information is provided as part of the initial claim: (a) The act or statute defining Copyright that is to be used as the basis of the claim; and (b) Evidence of receipt or registration of claimed copyright material delivered to the appropriate library or repository in accord with the act or statute; and (c) clear indication of the title of the work, the author and if part of a catalogue, the catalogue number and the name of the catalogue; and (d) if claimed copyright infringement is being made by an agent with a name different to the names associated with the evidence receipt or registration of claimed copyright material delivered to the appropriate library or repository, then a copy of the letter or document showing transfer of sale or appointment of authority; and (e) a signed and witnessed statutory declaration affirming the claim to be genuine without perjury.
32. You the User hereby acknowledges that any message or information you send to the Site may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted.
IX. Links to Other Sites and to the Ucadia Site
33. The Site may contain links to other independent third-party Web sites (“Linked Sites”). These Linked Sites are provided solely as a convenience to our visitors. Such Linked Sites are not under the control of the Company or its Authorised Licensors and Agents. Therefore, the User agrees that Ucadia cannot be held responsible for and does not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites.
X. Accounts, Passwords and Security
34. Certain features or services offered on or through the Site may require you to open an account (including setting up an Ucadia ID and password). The User as Licensee hereby acknowledges entire responsibility for maintaining the confidentiality of the information held for any such account, including (but not limited to) any password, and for any and all activity that occurs under such an account as a result of failing to keep this information secure and confidential.
35. The User as Licensee agrees to notify the Licensor immediately of any unauthorised use of their account or password, or any other breach of security. Furthermore, the User as Licensee hereby acknowledges they may be held liable for losses incurred by the Company or Authorised Licensors or Agents or any other user of or visitor to the Site due to the misuse of any Ucadia ID, password or account as a result of negligence in failing to keep such account information secure and confidential.
36. The User as Licensee hereby acknowledges that they may not use the Ucadia ID, password or account of someone e se at any time without the express permission and consent of the holder of that Ucadia ID, password or account. The User as Licensee agrees without reservation that the Company and its Authorised Licensors and Agents cannot and will not be liable for any loss or damage arising from negligence of the User in failing to comply with these obligations.
XI. Purchases and Related Terms and Conditions
37. Additional terms and conditions may apply to purchases of goods or services and to specific portions or features of the Site, including contests, promotions or other similar features, all of which terms are made a part of these Terms by this reference. The User as Licensee hereby agrees to abide by such other terms and conditions, including where applicable. If there is a conflict between these Terms and the terms posted for or applicable to a specific portion of the Site or for any service offered on or through the Site, both parties hereby agree that such latter terms shall control with respect to use of that portion of the Site or the specific service.
38. The obligations of the Company and its associated Authorised Licensors and Agents, if any, with regard to its products and services are governed solely by the agreements pursuant to which they are provided, and nothing on this Site should be construed to alter such agreements.
39. The User cedes without reservation the right of the Company and its duly Authorised Licensors and Agents to make changes to any products or services offered on the Site, or to the applicable prices for any such products or services, at any time, without notice. The materials on the Site with respect to products and services may be out of date, and the Company and its associated Authorised Licensors and Agents makes no commitment to update the materials on the Site with respect to such products and services.
40. THE COMPANY AND UCADIA AND ITS DULY AUTHORISED LICENSORS AND AGENTS DO NOT PROMISE THAT THE SITE OR ANY CONTENT, SERVICE OR FEATURE OF THE SITE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SITE WILL PROVIDE SPECIFIC RESULTS. THE SITE AND ITS CONTENT ARE DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. ALL INFORMATION PROVIDED ON THE SITE IS SUBJECT TO CHANGE WITHOUT NOTICE. UCADIA CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. THE COMPANY AND UCADIA AND ITS DULY AUTHORISED LICENSORS AND AGENTS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. UCADIA DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE AND/OR ANY SERVICES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE AND ANY LINKED SITES. YOUR SOLE REMEDY AGAINST UCADIA FOR DISSATISFACTION WITH THE SITE OR ANY CONTENT IS TO STOP USING THE SITE OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.
41. Both parties agree without reservation that the above disclaimer shall apply to any and all damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorised access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.
42. The User cedes without reservation the right of the Company and its duly Authorised Licensors and Agents reserves the right to do any of the following, at any time, without notice: (a) to modify, suspend or terminate operation of or access to the Site, or any portion of the Site, for any reason; or (b) to modify or change the Site, or any portion of the Site, and any applicable policies or terms; and (c) to interrupt the operation of the Site, or any portion of the Site, as necessary to perform routine or non-routine maintenance, error correction, or other changes.
XIII. Limitation of Liability
43. Except where prohibited by law, the User agrees that in no event will the Company and its duly Authorised Licensors and Agents be held liable for any indirect, consequential, exemplary, incidental or punitive damages, including lost profits, even if the Company or its duly Authorised Licensors or Agents have been advised of the possibility of such damages.
44. The User as Licensee agrees without further recourse that if, notwithstanding the other provisions of these Terms, the Company or its duly Authorised Licensors or Agents is found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of the Site or any Content, then such liability shall in no event exceed the greater of (a) the total of any valuable consideration or subscription or similar fees with respect to any service or fees paid by the User in the six months prior to the date of the initial claim made against Ucadia, or (b) ten (10) Ucadia Moneta™. However, both parties agree that such a clause shall not apply where the jurisdiction agreed for arbitration and settlement forbids such limitation of liability, or the User has entered a Guest Agreement or Member Agreement.
45. The User as Licensee agrees unconditionally to indemnify and hold the Company and its duly Authorised Licensors and Agents, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against the Company or its duly Authorised Licensors or Agents by any third party due to or arising out of or in connection with the use of the Site by the User.
XV. Violation of These Terms
46. The Company and its duly Authorised Licensors and Agents honour and respect the Golden Rule of law that Justice and Fair Process must prevail. Therefore, any claim of violation of these Terms and Conditions must be clearly proven in evidence before any penalty be raised as a charge against another. Both parties agree to refrain from charges or claims of penalty or compensation until first establishing the existence of clear proof in respect of such claims or allegations.
47. In regards to the provision of sufficient Evidence (“Evidence”) or Proof (“Proof”) of the Fact of a thing or matter, the Parties hereby agree, except where otherwise provided in this Agreement:- (a) That any registered and official certificate, notice or letter from a Ucadia Entity concerning any registration or filing or record as to a thing, shall therefore be sufficient proof and fact as to the truth of a thing; and (b) Any written and registered determination, statement or certificate by an Authorised Officer of Ucadia provided in their official legal capacity concerning this Agreement is sufficient evidence of each thing determined, stated or certified in the absence of manifest error or proof to the contrary; and (c) Any service of Notice, having been conclusively recorded, registered and served, shall stand as true and accepted, unless formal objection is received to the contrary.
48. If clear Evidence or Proof of a material breach of these Terms and Conditions of Use is discovered against the User, then the Company or its duly Authorised Licensors or Agents may disclose any information they have about the User (including their identity and practices) if it is determined that such disclosure is necessary in connection with any investigation or complaint regarding the material breach of these Terms and Conditions of Use, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) Ucadia’s rights or property, or the rights or property of visitors to or users of the Site, including Ucadia’s members or supporters.
49. The Company and its duly Authorised Licensors and Agents reserves the right at all times to disclose any information that Ucadia deems necessary to comply with any applicable law, regulation, legal process or governmental request. Furthermore, Ucadia also may disclose your information when Ucadia determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organisations for fraud protection purposes or the exposure of unconscionable business practices by other parties.
50. The User as Licensee acknowledges and agrees that Ucadia may preserve any transmittal or communication by you with Ucadia through the Site or any service offered on or through the Site, and may also disclose such data if required to do so by law or Ucadia determines that such preservation or disclosure is reasonably necessary to (a) comply with legal process, (b) enforce these Terms, (c) respond to claims that any such data violates the rights of others, or (d) protect the rights, property or personal safety of Ucadia, its employees, users of or visitors to the Site, and the public.
51. The User as Licensee agrees that the Company and its duly Authorised Licensors and Agents may, in its sole discretion and without prior warning or notice, terminate User access to the Site and/or block future access of the User to the Site if it is determined through proper evidence that the User has deliberately and willingly violated these Terms or other agreements or guidelines which may be associated with their use of the Site.
52. The User as Licensee agrees without reservation that any deliberate violation by the User these Terms will constitute an unlawful and unfair business practice, and will cause irreparable harm to Ucadia, for which monetary damages would be inadequate, and you consent to Ucadia obtaining any injunctive or equitable relief that the Company or its duly Authorised Licensors or Agents deem necessary or appropriate in such circumstances. These remedies are in addition to any other remedies the Company or its duly Authorised Licensors or Agents may have at law or in equity.
53. The User as Licensee agrees without reservation that Ucadia may, in its sole discretion and without prior notice, terminate User access to the Site, for cause, which includes (but is not limited to) (a) requests by law enforcement or other government agencies, (b) a request by the User (self-initiated account deletions), (c) discontinuance or material modification of the Site or any service offered on or through the Site, or (d) unexpected technical issues or problems.
54. The User as Licensee agrees without reservation that if the Company or its duly Authorised Licensors or Agents do take any legal action against the User as a result of one of more material violations of these Terms, then the Company or its duly Authorised Licensors or Agents will be entitled to recover from the User all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to Ucadia. Furthermore, the User agrees that the Company or its duly Authorised Licensors or Agents will not be liable to you or to any third party for termination of access to the Site as a result of any violation of these Terms.
XVI. Governing Law, Arbitration and General
55. Notwithstanding the rights of persons to seek relief and remedy through competent legal forums through legal proceedings and litigation, all parties to the present Agreement agree to first seek Arbitration in accord with this Agreement.
56. Without prejudice to the subject matter of any Arbitration, all parties agree without reservation that any such hearing and determination concerning an Arbitration shall be limited to the scope of the alleged cause of action and shall not exceed the scope of such cause.
57. Both parties to the present Agreement agree without qualification or reservation that all procedural matters of Arbitration shall first be governed by the laws of Ucadia; and that no action or filing of any kind shall commence in a non-Ucadian forum of law concerning any such dispute between the Parties until all of procedural matters and rights of appeal have been fully exercised and exhausted under Ucadia Law.
58. In relation to such matters of Arbitration, both parties agree firstly to the personal, subject matter and territorial jurisdiction of Ucadia and waive any objection to such jurisdiction or venue.
59. No waiver of a right or remedy under the present Agreement is effective unless it is in writing and signed by the party granting it. It is only effective in the specific instance and for the specific purpose for which it is granted. A single or partial exercise of a right or remedy under the present Agreement does not prevent a further exercise of that or of any other right or remedy. Failure to exercise or delay in exercising a right or remedy under the present Agreement does not operate as a waiver or prevent further exercise of that or of any other right or remedy.
60. This Agreement, constitutes the entire understanding between the Licensor and User as Licensee concerning the subject matter hereof, supersedes all prior written or oral agreements pertaining hereto and cannot be modified except by the clauses within the Terms defined herein.
61. This Agreement shall be liberally construed to affect the purposes of the Company and its duly Authorised Licensors and Agents. In the event that any provision of the present Agreement is held to be invalid or unenforceable at law, such provision shall hereby be severed from the present Agreement to the extent that such provision is void, or invalid and unenforceable. Furthermore, any such ruling or action shall not affect the validity or enforceability of the remainder of the present Agreement.
[Updated as at: September 1, 2022]