LEGAL AND SECURITY

Terms of Service

Last updated: November 2020

Welcome to UCX!

We are very happy that you have decided to visit our Website and use our UCX Platform Services. Our goal is to provide you with tremendous value and build a long and lasting relationship with you.

UCX LLC is a Delaware incorporated company with its business address 233 S Wacker Dr. Suite 9425, Chicago, IL 60606. UCX LLC, including UCXMarket.com, UCXTech.com, subsidiaries, affiliates, and divisions (collectively “UCX”, “we”, “us” or “our”). We have carefully drafted these Terms of Service, so you will know the rules that govern our relationship with you.

These Terms of Service and the Privacy Policy or (collectively the “Terms of Service” or “Agreement”) govern your use of the Websites, Platform, features, Content or applications offered and operated by UCX.

These Terms of Service apply to all Users, including Sellers, their Authorized Representatives and Buyers of the UCX Platform Services, therefore please read them carefully. This Agreement takes effect when you click “Sign Up” and/or an “I Accept” button which constitutes your acceptance and agreement to be bound by these Terms of Service, and all other operating rules, policies and procedures that may be published from time to time by us, each of which is incorporated by reference and each of which may be modified from time to time without notice to you. By continuing to access or use the UCX Platform Services after any such amendments or modifications, you agree to be bound by such amended or modified Terms of Service. For this reason, we encourage you to review the Terms of Service whenever you use the UCX Platform Services. If you do not agree to any change to these Terms of Services, then you must immediately stop using the UCX Platform Services.

If you are using the UCX Platform Services on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind such organization to these Terms of Service and you agree to be bound by these Terms of Service on behalf of such organization.

Nonetheless, these Terms of Service are to be observed in addition to the terms of any agreement you may have with UCX and are not intended to modify or supersede the terms of such agreement(s), which agreement(s), in the event of any conflicting terms, will govern.

You acknowledge receipt of our Privacy Policy. You also agree to receive any updates to our Privacy Policy by accessing the Website. By using the Websites or the UCX Platform Services or selling and purchasing products or services, you agree that we may use and share your personal information in accordance with the terms of our Privacy Policy.

Definitions of terms

  • UCX (“us”, “we”, or “our”) means UCX LLC, its subsidiaries and affiliates.
  • Platform means the UCX platform launched, administered and owned by UCX. UCX website is https://ucxtech.com/
  • Seller Customized Platform means the online platform branded under the Sellers name, with a UCX URL address
  • UCX Platform Services means the UCX Websites and Platform, including the Seller Customized Platform
  • Fees means the applicable fees for Sellers as per the Selected Plan
  • Selected Plan means the plan that was selected by a Seller during registration or later on
  • User (“you”, or “your”) means any individual visiting and/or using our Websites, including buyers and Sellers, and their Authorized Representatives.
  • Content means, without limitation, any information, statement, data, material, article, research, text, written posts, reviews, and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on the Website or through the UCX Platform Services
  • User Content means all Content added, created, uploaded, submitted, distributed, or posted to the UCX Platform Services by Users
  • Account means to sign up / register to have access to Services from the Platform
  • Listing Information means any information provided about a Product or service by a Seller or an Authorized Representative
  • Products means any virtual, physical or service that is able be offered and/or purchased from the UCX Platform Services
  • Seller means any seller, individual, organization, or group that offers Products and/or services on the Platform
  • Authorized Representatives means Sellers employees, agents (resellers)
  • Seller Products means the Products and services offered by a Seller or its Authorized Representative
  • Seller Offering means the Products or services offered by a Seller or its Authorized Representative
  • Buyers (or “end-users”) means the buyers of Sellers Products
  • Website means all the websites launched, administered or owned by UCX, including but not limited to https://ucxtech.com/, affiliated portals, or Sellers Customized Platforms

1. Use of UCX Platform Services

1.1 The Platform. UCX has developed and maintains a digital platform that brings service providers, enterprises, small and medium sized businesses, and brokers together to buy and/or sell products, and services through a transparent, competitive platform to and/or from other third party users of the UCX Platform.

1.2 Seller Customized Platform. Sellers may customize the UCX Platform Services under their name and logo if the Selected Plan offers such feature. Under the Seller Customized Platform, the Sellers may use their online stores to sell directly to end-users or create their online stores for their network of resellers.

1.2 Appropriate use. Generally, you may use the UCX Platform Services in accordance with this Agreement. The UCX Platform Services are not targeted towards, nor intended for use by, anyone under the age of eighteen (18). By using the UCX Platform Services, you represent and warrant that you are eighteen (18) years of age or older. If you are under the age of 18, you may not, under any circumstances or for any reason, use the UCX Platform Services. We may, in our sole discretion, refuse to offer the UCX Platform Services to any person or entity and change its eligibility criteria at any time.

1.3 Registering for an account. To sign up for the UCX Platform Services, you must register for an Account. When registering for an Account, you must provide accurate and complete information including but not limited to a valid email address, surname, organization’s name, address, phone number and in some cases a valid form of payment. You are solely responsible for the activity that occurs on your Account, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents), and for keeping your Account password secure. You must notify us immediately of any change in your eligibility to use the UCX Platform Services (including any changes to or revocation of any licenses from state, provincial, territorial or other authorities), breach of security or unauthorized use of your Account. Failure to comply with these requirements shall constitute a breach of these Terms of Service and shall constitute grounds for immediate termination of your Account and your right to use the Websites. UCX will not be liable for any loss or damage caused by any unauthorized use of your account, because of your failure to provide us with accurate information or to keep your account secure. Yet you may be liable for the losses of UCX due to such unauthorized use.

1.4 Registering as a Seller and applicable Fees. Sellers will have the right to access the UCX Platform Services, and use it pursuant to the features and benefits of the Selected Plan in order to market and/or sell Seller Services. Seller will pay UCX the Fees pertaining to the Selected Plan.

1.5 Modification to the UCX Platform Services. Users acknowledge and agree that nothing in these Terms of Service constitutes an undertaking by UCX to continue to offer the UCX Platform in the present form or configuration. UCX, in its sole discretion, may from time to time make additions to, deletions from, or modifications to the UCX Platform. UCX will use commercially reasonable efforts to notify the Users promptly upon determining to make such modification and prior to such modification, other than minor changes that do not materially affect the UCX Platform, specifications, and/or communications facilities. Use of the UCX Platform following notice shall constitute acceptance of such modification.

2. Content

2.1 Content. Content includes, without limitation, means, any information, statement, data, material, article, research, text, written posts, reviews, and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on the Website or through the UCX Platform Services. For the purposes of this Agreement, “Content” also includes all User Content and Listing Information and Seller Offerings.

All Content added, created, uploaded, submitted, distributed, or posted to UCX Platform Services by Users, Sellers, and partners, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You represent that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. You acknowledge that all Content, including User Content, accessed by you using the UCX Platform Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. We do not guarantee that any Content you access on or through the UCX Platform Services is or will continue to be accurate. The UCX Platform Services may contain Content specifically provided by UCX, our Sellers and partners or our Users and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the UCX Platform Services.

2.2 License to use Content. By submitting any User Content to the Website, excluding privately transmitted User Content, you hereby do and shall grant UCX a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sub-licensable and transferable license to use, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit such User Content in connection with the Website, the UCX Platform Services and our (and our successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of the Website or the UCX Platform Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds), and including after your termination of your Account or the UCX Platform Services. You also hereby do and shall grant each User of the Website and/or the UCX Platform Services a non-exclusive, perpetual license to access any of your User Content that is available to such User on the Website, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Content, including after your termination of your Account or the UCX Platform Services. For clarity, the foregoing licenses granted to us and our Users does not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third-party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.

3. The Rules & Prohibited Use

3.1 Seller Services. Any transaction between Sellers and Buyers through the Websites, including licenses, end users license agreement and other agreements will be concluded between Sellers and Buyers. UCX will not be a party to these agreements concluded between Sellers and end Users nor will the agreements create any obligations or responsibilities for UCX. Sellers are solely responsible for providing to end Users with all necessary support services, maintenance and other services in connection with Sellers Offerings.

3.2 Prohibited Use. As a condition of use, you promise not to use the UCX Platform Services for any purpose that is prohibited by these Terms of Service. You are responsible for all your activity in connection with the UCX Platform Services and the activity of any sub-User that uses your access code or Account. Users agree that they will not use the UCX Platform to engage in the following categories of activity (“Prohibited Uses”). Users agree that they will not use the UCX Platform to do any of the following:

(a) Engage in an activity which would violate, or assist in violation of, any law, statute, ordinance, or regulation, sanctions programs administered in the countries where UCX or its affiliates conduct business, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or which would involve proceeds of any unlawful activity; publish, distribute or disseminate any unlawful material or information.
(b) Engage in actions which impose an unreasonable or disproportionately large load on UCX’s infrastructure, including, but not limited to the UCX Platform, or detrimentally interfere with, intercept, or expropriate any system, data, or information; transmit or upload any material to the UCX Platform that contains viruses, trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorized access to the UCX Platform, accounts of other UCX Users, computer systems or networks connected to the UCX Platform, through password mining or any other means; use UCX account information of another UCX User to access or use the UCX Platform; or transfer Seller’s account access or rights to the UCX Platform to a third party without the express permission of UCX.
(c) Interfere with another UCX User’s access to or use of the UCX Platform; defame, abuse, extort, harass, stalk, threaten, or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage violent acts against others; harvest or otherwise collect information from the UCX Platform about others, including without limitation email addresses, without proper consent.
(d) Engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law, including but not limited to sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder;
(e) Use of any UCX intellectual property, name, or logo, including use of UCX trade or service marks, without express consent from UCX or in a manner that otherwise harms UCX or the UCX brand; any action that implies an untrue endorsement by or affiliation with UCX.

3.3 User Representation. In connection with Users’ use of the UCX Platform Services, and Users interactions with other UCX Users, User agree and represent that it will not engage in any Prohibited Use defined herein. Users shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the UCX Platform Services (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the UCX Platform Services, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.

3.4 Suspension. UCX may suspend or restrict User’s access to any or all of the UCX Platform Services if: (a) UCX is so required by a facially valid subpoena, court order, or binding order of a government authority; (b) UCX reasonably suspects Seller of using the UCX Platform Services in connection with a Prohibited Use; (c) Seller fails to make payments within fifteen (15) days of invoicing.

4. Authorized Personnel

4.1 User Responsibility. Users acknowledge their responsibility to monitor their employees and/or agents (collectively, “Authorized Personnel”) to ensure that, in connection with the use of the UCX Platform Services, all Authorized Personnel abide by and fully comply with all applicable provisions of these Terms of Service and with all federal and state laws, and Users shall be solely responsible for such supervision and for any violation thereof by its Authorized Personnel. Users also acknowledge and agree that all instructions issued by it or by any of its Authorized Personnel pursuant to this Agreement, including instructions or orders entered through the UCX Platform Services, may be relied upon by UCX as being duly authorized, valid and binding, without any duty or obligation of UCX to investigate the accuracy or correctness of the instructions, or the authenticity or authority thereby exercised.

4.2 List of Authorized Personnel. Users will maintain a list of all Authorized Personnel entitled to use the UCX Platform Services, and will make such list available to UCX promptly upon UCX’s request. Users will familiarize all of its Authorized Personnel with their obligations under these Terms of Service. Any actions or omissions by Authorized Personnel shall be considered that of User, whether or not such persons are employees of User. UCX shall have the right to request removal of any individuals from User’s Authorized Personnel list, and Users hereby agree to remove such individuals promptly, and suspend such individuals’ use of the UCX Platform Services. Notwithstanding the foregoing, UCX shall have the right, in its sole discretion, to prohibit use of the UCX Platform Services by said individuals pursuant to UCX’s policies.

4.3 Unauthorized use. Users will not permit any persons other than its Authorized Personnel to use the UCX Platform Services or to route orders directly or indirectly into the UCX Platform Services. Users shall bear full financial responsibility for all orders transmitted to UCX and/or the UCX Platform Services by its Authorized Personnel, whether authorized or not, or any other person or entity gaining access to the UCX Platform Services via Users’ connection as a result of Users permission, negligence or error.

5. Confidentiality

5.1 Confidential Information. Users and UCX acknowledge that each may receive or have access to other proprietary or confidential information disclosed and reasonably understood as confidential by the disclosing party (collectively, the “Information”). The receiving party will take all precautions necessary to safeguard the confidentiality of the disclosing party’s Information, including without limitation (i) those taken by the receiving party to protect its own confidential information; and (ii) those which the disclosing party may reasonably request from time to time. The receiving party will not disclose, in whole or in part, the disclosing party’s Information to any person, except as specifically authorized. In this regard, UCX will not knowingly disclose the identity of a User or User’s customers to any other UCX User or to any other third parties in connection with orders, or other messages and instructions entered or executed by Users on the UCX Platform Services, except that UCX can disclose such information (i) in furtherance of the Seller’s provision of the Seller Services; (ii) as required to meet UCX’s regulatory obligations; (iii) to facilitate the clearance and settlement of orders; (iv) in anonymous format for reasons including, without limitation, publishing market data feeds or metrics; (v) or with written permission from Seller.

5.2 Disclosure. Users are permitted to disclose the Information (i) to their officers, managers, employees, and professional advisors (including attorneys) or agents, and those of its affiliates, on a need to know basis; (ii) pursuant to applicable law, rule, regulation, court order, subpoena or other legal process; or (iii) pursuant to request of any governmental or regulatory agency or body (including, without limitation, any self- regulatory organization (“SRO”) regulated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended; however, Users hereby agree to provide UCX with notice of any request pursuant to provisions (i) and (ii) immediately above, to the extent permitted by the applicable governing legal, governmental or regulatory authority. Notwithstanding anything to the contrary, information shall not be subject to the confidentiality provisions which information (i) is now in or subsequently enters the public domain without any disclosure in violation of these Terms of Services; (ii) is or becomes otherwise available to the receiving party from a third party not known by the receiving party to be bound by a confidentiality agreement with respect to such information; (iii) or is independently developed by either party.

6. Payments and Billing

6.1 Method of payment. UCX accepts major credit cards, debit cards, ACH, wire transfers, direct deposits, cash, and check payments. Other forms of payment may be arranged by contacting UCX at contact@ucxtech.com. Please note that any payment terms presented to you in the process of using or signing up for UCX Platform Services are deemed part of this Agreement.

6.2 Payment Processor. We use third-party payment processors to bill you through a payment account linked to your Account on the UCX Platform Services (your “Billing Account”). The processing of payments may be subject to the terms, conditions and privacy policies of the Payment Processors in addition to this Agreement. We are not responsible for error by the Payment Processors. By choosing to use paid services and/or products, you agree to pay us, through the Payment Processors, all charges at the prices then in effect for any use of such paid services and/or products in accordance with the applicable payment terms and you authorize us, through the Payment Processors, to charge your chosen payment provider. You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.

7. Billing

7.1 Billing. The term of this Agreement will commence on the date that the User signs up electronically for the UCX Platform Services by creating an account with an email address. All invoices are denominated, and User must pay, in U.S. Dollars. Users are typically billed monthly on or about the first day of each month, with payment due no later than fifteen (15) days past the invoice date. On some occasions, we may bill Users more frequently or up to the Users’ current balance for fees accrued if we suspect that your account is fraudulent or at risk of non-payment. This process ensures that Users without a payment history are not subjected to additional scrutiny.

7.2 No setoffs, counterclaims. All amounts payable by User under this Agreement will be paid to UCX without setoff or counterclaim, and without any deduction or withholding. Fees and charges for any new service and/or products or new feature of UCX Platform Service will be effective when UCX posts updated fees and charges on the Website, Site, unless UCX expressly states otherwise in a notice.

7.3 Recurring charges. Some of the paid services and/or products may consist of an initial period, for which there is a one-time charge followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such services and/or products have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. We may submit periodic charges (e.g., monthly) without further authorization from you, until you provide prior notice (receipt of which is confirmed by us) that you have terminated this authorization or wish to change your payment method. Such notice will not affect charges submitted before we reasonably could act. To terminate your authorization or change your payment method, go your account profile. (shop.ucxmarket.com/ucx/account/profile)

7.4 Information on Billing Account. You must provide current, complete and accurate information for your billing account. You must promptly update all information to keep your billing account current, complete and accurate (such as a change in billing address, credit card number, or credit card expiration date), and you must promptly notify us or our payment processors if your payment method is canceled (e.g., for loss or theft) or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your user name or password. Changes to such information can be made at (shop.ucxmarket.com/ucx/account/profile) if you fail to provide any of the foregoing information, you agree that we may continue charging you for any use of paid services and/or products under your billing account unless you have terminated your paid services and/or products as set forth above.

8. Termination

8.1 Termination by Buyers. Buyers may terminate and close their Account by following account deactivation procedure.

8.2 Termination by Sellers. Sellers may terminate and close their Account, but prior they must cancel their Selected Plan. A Selected Plan will be applicable for the period as specified in the Selected Plan or as otherwise agreed by UCX and Seller. Such period will automatically be renewed unless canceled by a 30 (thirty) day notice prior to expiration date. Termination of a Selected Plan will not automatically close the Account. Sellers must follow account deactivation procedure.

8.3 Termination by UCX. UCX may terminate and close User’s Account by a written notice upon breach of these Terms of Service.

8.4 Effects of Termination. Seller will continue to be obligated to pay all amounts due under this Terms of Service and the Selected Plan incurred up to and including the date of termination for whatever reason and to accept transactions already effected on its behalf by UCX and/or the UCX Platform

9. Intellectual Property

9.1 Ownership. The Website, including the Content, is owned by UCX or its licensors, and is protected under the copyright, trademark, data misappropriation, unfair competition, or other intellectual property laws of the U.S. Third-party [including Users] trademarks and service marks are the property of their respective owners. All other service marks and trademarks displayed on the Website are registered and unregistered service marks and trademarks of UCX.

9.2 Prior written consent. The Website is further protected as a collective work and/or compilation under U.S. copyright and other laws. Using, copying, downloading, reformatting or storing any portion of the Website for other than personal, noncommercial use, unless such use constitutes “fair use” under the Copyright Act of 1976 (17 U.S.C. §107), as amended, and except for one temporary copy in a single computer’s memory, without the prior written consent of UCX or the relevant licensor is expressly prohibited.

9.3 Grant of license. You are granted a non-exclusive, non-transferable, revocable license to access and use the Website strictly in accordance with these Terms of Service. You shall not modify, sell, display, distribute, publish, transmit, broadcast or otherwise disseminate the Website or the Content to others without UCX’s prior written consent. You agree to abide by all applicable copyright, trademark and other intellectual property laws and with all additional copyright and trademark notices, information, and restrictions contained in any of the Content.

10. Limited Warranty and Warranty Disclaimer

YOU REPRESENT AND WARRANTS TO UCX THAT (I) ANY CONTENT PROVIDED OR MADE AVAILABLE BY YOU FOR ITS INCLUSION ON THE UCX PLATFORM SERVICES ITS ACURATE AND COMPLETE; (II) YOU HAVE ALL THE REQUISITE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THESE TERMS OF SERVICE, PERFORM OBLIGATIONS, GRANT THE RIGHTS AND LICENSES HEREIN.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU RELEASE UCX FROM ALL LIABILITY FOR YOU HAVING ACQUIRED OR NOT ACQUIRED SERVICES THROUGH THE UCX PLATFORM SERVICES. UCX MAKES NO REPRESENTATIONS CONCERNING ANY CONTENT CONTAINED IN OR ACCESSED THROUGH THE UCX PLATFORM SERVICES, AND WE WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, COPYRIGHT COMPLIANCE, OR LEGALITY OF MATERIAL OR CONTENT CONTAINED IN OR ACCESSED THROUGH THE UCX PLATFORM SERVICES.

THE UCX PLATFORM SERVICES, INCLUDING WITHOUT LIMITATION ANY INFORMATION DELIVERED