LEGAL AND SECURITY
Terms of Service
Last Updated: September 23, 2021
1.1 About UCX. UCX LLC is a Delaware incorporated company with business address 233 S Wacker Drive, Suite 9425, Chicago, IL 60606 (hereinafter “we”, “us” or “our”). We have developed this website and the platform (hereinafter the “Service” or the “Services” or the “Platform”) which is highly configurable, high scalable propriety platform developed using micro-service architecture and consisting of many services, micro-services, middleware applications and applications working together as a whole.
1.3 Applicability. These Terms of Service govern your use of the Services. Except as otherwise specified, these Terms of Service do not apply to Third-Party Products, which are governed by their own Terms of Service. 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.
a. “Services” means all UCX websites, products, services, and materials located on or accessible through the website or otherwise describer in an Order Form.
b. “Website” means all websites owned and operated by UCX.
c. “User” means any person or entity using our Services.
d. “Order Form” or Order means UCX order forms executed by the parties for the purchase of Services which reference these Terms of Service.
e. “Third-Party Products” means third-party information, product, services, website, or materials referenced in, accessible through, or provided in connection with the Services.
2.1 Minimum Age. The Services are not targeted towards, nor intended for use by, anyone under the age of eighteen (18). By using the Services, you represent and warrant that you are eighteen (18) years of age or older. If you are under the age of eighteen (18), you may not, under any circumstances or for any reason, use the Services.
2.2 Account Registration. In order to use the Services, you must establish an account (“Account”) by registering with UCX. You may be required to submit a valid means of payment for which you are authorized to purchase Services. You will provide true, accurate, current, and complete information when registering for an Account and will update the information as necessary to keep your Account and payment information current. UCX reserves the right to refuse registration of, or cancel, accounts that violate these Terms of Service.
3. Use of the Service
3.1 Generally. You are responsible for maintaining the security of your Account and for all Services ordered, accessed, or otherwise used in connection with your Account credentials and all actions taken in association therewith.
3.2 Use Restrictions. By registering for our Services, you agree that:
(a) you will not engage in any Prohibited Use defined herein;
(b) you will 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 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 Services, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder;
(c) you will abide by all applicable local, state, national and international laws and regulations.
(d) any contract you conclude by using our Services are directly between you and the other party. We are not a party to any transactions you conclude with other parties nor will these transactions or contracts create any obligations or responsibility for us.
(e) this is an agreement for Services and you are not granted a license to any software by these Terms of Service.
3.3 User Authorized Personnel. You acknowledge your responsibility to monitor your employees and/or agents (“Authorized Personnel”) to ensure that, in connection with the use of the Services, all your Authorized Personnel abide by and fully comply with all applicable provisions of these Terms of Service and with all federal and state laws, and you shall be solely responsible for such supervision and for any violation thereof by its Authorized Personnel. You 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 Services, may be relied upon by UCX as being duly authorized, valid and binding, without any duty or obligations by UCX to investigate the accuracy or correctness of the instructions, or the authenticity or authority thereby exercised. You shall bear full financial responsibility for all transactions and orders transmitted by your Authorized Personnel while using the Services.
3.4 Prohibited Use. As a condition of use, you promise not to use the Services for any purpose that is prohibited by these Terms of Service. You are responsible for all activity in connection with the Services and the activity of any sub-user that uses your Account. You agree that you will not use the Services to engage in the following categories of activity (“Prohibited Uses”):
(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 Services, or detrimentally interfere with, intercept, or expropriate any system, data, or information; transmit or upload any material to the Services that contains viruses, trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorized access to the Services, accounts of other Users, computer systems or networks connected to the Services, through password mining or any other means; use UCX account information of another User to access or use the Services; or transfer your account access or rights to the Services to a third party without the express permission of UCX;
(c) Interfere with another User’s access to or use of the Services; 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 Services 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.
3.5 Suspension of User Access. UCX may suspend or your access to any or all of the 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 that you are using the Services in connection with a Prohibited Use;
(c) You fail to fulfill payment obligations that you may have toward UCX;
3.6 Service Modifications. You acknowledge and agree that nothing in these Terms of Service constitutes an undertaking by UCX to continue to offer the Services 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 Services. UCX will use commercially reasonable efforts to notify you promptly upon determining to make such modification and prior to such modification, other than minor changes that do not materially affect the Services, specifications, and/or communications facilities.
3.7 Further Limitations. Your use of our Services may be subject to any usage limitations indicated in an Order Form.
4.1 User Content. We do not claim any intellectual property rights over the content you provide to UCX. All of your content remains yours. When providing content using the Services (directly or indirectly), you grant us a non-exclusive, worldwide, royalty-free, sublicensable right to exercise any and all copyright, trademark, patent, publicity, moral (where permitted), database, and/or other intellectual property rights you have in that content or associated with your store in connection with our provision of the Services, in any media known now or developed in the future. You represent and warrant that, for all such content you provide, you own or otherwise control all necessary rights to do so and to meet your obligations under these Terms of Service. You represent and warrant that such content is accurate. You represent and warrant that use of any such content (including derivative works) by us, our users, or others in contract with us, and in compliance with these Terms of Service, does not and will not infringe any intellectual property rights of any third party. To the extent permitted by applicable law, UCX takes no responsibility and assumes no liability for any content provided by you or any third party.
4.2 UCX Content & Ownership. All rights not expressly granted by UCX to you in these Terms of Service are hereby reserved by UCX. There are no implied rights save to the extent rights cannot be excluded by applicable law. You may not use, imitate, or copy, in whole or in part, any UCX trademark, service mark, trade dress, logo, or other branding (collectively, “Marks”) without, in each instance, UCX’s prior written consent, in UCX’s discretion. All permitted use of UCX’s Marks will inure to the benefit of UCX. The Services, including, without limitation, any and software, documentation, images, video, content, logos, page headers, custom graphics, design and user interface elements, scripts, and other materials contained therein or provided in connection therewith, and all modifications, enhancements, and updates thereto, as well as all intellectual property rights associated with any of these materials are owned by UCX and/or its third party sponsors, partners, and suppliers. You have no right or license in or to the UCX intellectual property other than the right to use the Services, in compliance with the Terms of Service.
5. Payment & Billing
5.1 Fees. In consideration for us providing paid Services, you shall pay us the fees set forth in the Order Form. Other payment terms may be specified in the Order Form.
5.2 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 firstname.lastname@example.org. Please note that any payment terms presented to you in the process of using or signing up for the Services are deemed part of this Agreement.
5.3 Payment Processor. We use third-party payment processors to bill you through a payment account linked to your Account on the Services. 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 you agree to pay us, through the Payment Processors, all charges at the prices then in effect for any use of such paid Services in accordance with the applicable payment terms and you authorize us, through the Payment Processors, to charge your chosen payment provider. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.
5.4 Billing. The term of this Agreement will commence on the date that the User signs up electronically for any paid Services. 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. In case of recurring payments, a deduction will be made on or about the first day of the month automatically.
5.5 Recurring charges. Some of the paid Services may consist of an initial period, for which there is a one-time charge followed by recurring period charges as may be agreed to by you. By choosing a recurring payment plan, you acknowledge that such Services 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.
5.6 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.
You will defend, indemnify, and hold UCX and its suppliers and affiliates, and the respective directors, officers, employees and agents of each, harmless from and against any and all claims, losses, damages, liabilities and costs (including, without limitation, reasonable attorneys’ fees and court costs) arising out of or relating to your breach of any of these Terms of Service, or use by you or any third party (authorized, permitted or enabled by you) of the Services, except to the extent the foregoing directly result from UCX’s own gross negligence or willful misconduct. UCX reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. This Indemnification clause will survive any termination or expiration or these Terms of Service.
7. Disclaimers of Warranty
PLEASE NOTE THE FOLLOWING IMPORTANT DISCLAIMERS OF WARRANTIES:
UCX DOES NOT WARRANT THAT THE FUNCTIONAL ASPECTS OF THE SERVICE WILL BE ERROR FREE, OR THAT THE SERVICE WILL BE CONSTANTLY AVAILABLE, OR THAT TRANSMISSION OF DATA TO / FROM THE SERVICE WILL OCCUR AT ANY MINIMUM SPEED OR THAT THE SERVICE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. UCX DOES NOT WARRANT OR REPRESENT THAT ANY CONTENT ASSOCIATED WITH OR USED IN CONNECTION WITH THE SERVICE IS FACTUAL OR ERROR-FREE OR THAT THE USE OF SUCH MATERIAL WILL NOT INFRINGE RIGHTS OF THIRD PARTIES. UCX RESERVES THE RIGHT TO CORRECT ANY ERRORS ON IN THE SERVICE.
WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT EVERYTHING ASSOCIATED WITH THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. UCX MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE MATERIAL CONTAINED ON THE SERVICE OR RESULTS TO BE OBTAINED FROM USING THE SERVICE, AND/OR THIRD-PARTY PRODUCTS, AND UCX ASSUMES NO LIABILITY OR RESPONSBILITY THEREWITH. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH HEREIN, CHANNABLE DOES NOT MAKE ANY REPRESENTATION ABOUT THE QUALITY OF ANY PRODUCT, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH USE OF THE SERVICE.
NOTE THAT THE REFERENCE TO, OR AVAILABILITY OF, THIRD-PARTY PRODUCTS IN CONNECTION WITH THE SERVICES OR WEBSITE DOES NOT CONSTITUTE, AND WILL NOT BE CONSTRUED AS CONSTITUTING, AN ENDORSEMENT, AUTHORIZATION, SPONSORSHIP, OR AFFILIATION BY OR WITH BIGCOMMERCE WITH RESPECT TO SUCH THIRD-PARTY PRODUCTS.
8. Limitation of Liability
UCX AND ITS SUPPLIERS AND AFFILIATES ASSUME NO RESPONSIBILITY WITH RESPECT TO YOUR OR YOUR USER’S USE OF THE WEBSITE, SOFTWARE, OR SERVICES AND WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXTRAORDINARY, EXEMPLARY OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION THE FOLLOWING, UNLESS PROHIBITED BY APPLICABLE LAW, LOSS OF USE, BUSINESS INTERRUPTIONS, LOSS OF DATA, LOSS OF PROFITS, AND LOST REVENUE, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACT OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT UCX IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
UCX AND ITS SUPPLIERS AND AFFILIATES WILL IN NO EVENT BE LIABLE IN AGGREGATE FOR MORE THAN THE TOTAL FEES ACTUALLY RECEIVED BY UCX FROM YOU FOR THE SERVICES DURING THE 3-MONTH PERIOD BEFORE THE CLAIM OR CAUSE OF ACTION AROSE.
ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE, SOFTWARE, OR SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM OR CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CLAIM AND CAUSE OF ACTION WILL BE PERMANENTLY BARRED.
SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION AND/OR LIMITATION OF LIABILITY FOR FRAUD, WILLFUL MISCONDUCT, GROSS NEGLIGENCE, DEATH OR PERSONAL INJURY OR FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR OTHER DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH EVENT, THE LIABILITY OF UCX AND ITS SUPPLIERS AND AFFILIATES FOR SUCH DAMAGES WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. THIS LIMITATIONS OF LIABILITY SECTION WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THESE TERMS.
9. Term & Termination
9.1 Term. The Services will be provided to you for the duration of your Services or as specified in the Order Form, unless earlier cancelled by you or terminated by UCX. UCX may terminate these your Services at any time, with or without cause, upon written notice. UCX will have no liability to you or any third party because of such termination. You may terminate your Services with a thirty (30) day prior notice, unless otherwise stipulated in the Order Form.
9.2 Effects of Termination. Upon termination of Services by either party for any reason: (i) UCX will cease providing the Services; (ii) you will not be entitled to any refunds; (iii) any fees you owe to UCX will immediately become due and payable in full; and (iv) UCX may delete your archived data within 30 days. All sections of the Terms of Service that expressly provide for survival, or by their nature should survive, will survive termination of the Terms, including, without limitation, confidentiality, indemnification, warranty disclaimers, and limitations of liability.
“Confidential Information” means the business, technical and financial information disclosed to one party (the “Receiving Party”) by the other party (the “Disclosing Party”) pursuant to these Terms of Service and includes all information marked by the Disclosing Party as confidential and any other information, whether written or oral, that the Receiving Party should reasonably understand is confidential to the Disclosing Party. The Receiving Party will: (i) hold the Confidential Information of the Disclosing Party in trust and confidence and not disclose or release the Confidential Information to any third party except as provided in these Terms of Service; and (ii) not use the Confidential Information for any purpose except for the purposes described in these Terms of Service. The disclosure of Confidential Information pursuant to these Terms of Service is not intended in any way to transfer or grant any right, title or interest in or to such Confidential Information to the Receiving Party unless otherwise expressly indicated by the Disclosing Party in writing. Each party will disclose the Confidential Information of the other party only to those of its employees, consultants and contractors who have agreed, either as a condition of employment, representation or in a written agreement, to be bound by terms and conditions substantially as protective as the confidentiality terms and conditions applicable to the Receiving Party under this Section.
Confidential Information excludes information that is (i) rightfully in the Receiving Party’s possession without obligation of confidentiality prior to receipt from the Disclosing Party, (ii) a matter of public knowledge through no fault of the Receiving Party, (iii) rightfully furnished to the Receiving Party by a third party without restriction on disclosure or use; or (iv) independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
The terms of this Section will survive for as long as the Confidential Information remains confidential.
Governing Law, Dispute Resolution. Any dispute, controversy or claim arising out of or related to the Website or these Terms of Service shall be governed by and interpreted under the laws of the State of Illinois, U.S.A, without regard to the conflict of law’s provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Illinois. All disputes between you and UCX will be resolved by binding arbitration. You agree to give up your right to go to court to assert or defend your rights under the contract (except for matters that may be taken to small claims court). Your rights will be determined by a neutral arbitrator and not a judge or a jury and your claims cannot be brought as a class action. Nothing in these Terms of Service shall affect any non-waivable statutory rights that apply to you.
Severability. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Service will otherwise remain in full force and effect and enforceable.
Independent Contractors. No agency, partnership, joint venture or employment relationship is created by these Terms of service or your use of the Services, and you do not have any authority of any kind to bind UCX in any respect whatsoever.
Force Majeure. UCX will have no liability to you, your users, or any third party for any failure by UCX to perform its obligations under these Terms of Service in the event that such non-performance arises as a result of the occurrence of an event beyond the reasonable control of UCX, including, without limitation, an act of war or terrorism, natural disaster, failure of electricity supply, riot, civil disorder, or civil commotion or other force majeure event.
UCX welcomes your questions or comments regarding these Terms of Service:
233 S. Wacker Dr. Suite 9425
Chicago, IL 60606