TERMS OF SERVICE

Last Updated and Effective: November 7th, 2023

This website (the “Website”) is operated by U Plus US Inc. Throughout the site, the terms “U Plus” “we”, “us” and “our” refer to U Plus US Inc. These Terms of Service (“Terms of Service” or “Terms”), together with those additional terms and conditions and policies referenced herein and/or available by hyperlink, govern your access to and use of this Website, all products and services available through our Website, our Venture Discovery Platform (the “Platform”), including any reports generated by the Platform (the “Service Output”, and collectively, these Terms will refer to the Website, Platform, Service Output, and any other products, information or services otherwise provided by us, as the “Services”). U Plus offers the Services to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here and by visiting and accessing our Services, you agree to be bound by the Terms. These Terms of Service apply to all users of the site, including without limitation users who are visitors, browsers and/or customers.

Please read these Terms of Service carefully before accessing or using our Services. By accessing or using any part of the Website, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the Website or use any Services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.

Any new features or tools which are added to the Services shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to this page. It is your responsibility to check this page periodically for changes. Your continued use of or access to the Website following the posting of any changes constitutes acceptance of those changes.

1. GENERAL CONDITIONS

By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.

You may not use our Services for any illegal or unauthorized purpose nor may you, in the use of the Services, violate any laws in your jurisdiction (including but not limited to copyright laws).

You must not transmit any worms or viruses or any code of a destructive nature. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, use of the Services, or access to the Services or any contact on the website through which the service is provided, without express written permission by us.

We reserve the right to refuse our Service to anyone for any reason at any time. A breach or violation of any of the Terms will result in an immediate termination of your Services.

You understand that the quality of the Service Output is directly related to the available data sourced by U Plus. As such, U Plus does not provide any guarantee as to the quality of the Service Output. Further, U Plus makes no guarantee that the Service Output will lead to successful ventures and highly recommends that the deliverables of the Service Output be used as an initial step in the validation of new products, services and ventures. The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

2. ACCOUNT REGISTRATION

You may be required to create an account with us (the “Account”) and become a registered user in order to be able to purchase some of our Services. To create an Account, a registration process must first be carried out.

When registering an Account, you confirm that you are a natural person at least 18 years of age or the age of consent in your state or province of residence, who can enter into legally binding contracts in accordance with the law, including, as the case may be, that you have the authority to represent a legal person or an unincorporated organizational unit, to which the law grants legal capacity. The user further ensures that the information provided by him for the Account is true. Falsifying or omitting contact information, such as your name, address, email address and/or telephone number, is not permitted when registering on the Website. Also, users may not provide non-working telephone numbers. When using the Services, users must comply with all applicable international, federal, state and local laws.

During the registration process, you enter the password through which you may then access the Account. You must protect your password and may not share your password with third parties. You are responsible for maintaining the confidentiality of the login credentials you use for your Account, and you are solely responsible for all activities that occur under those credentials. The Account is not transferable. You are required to ensure that your personal details entered in the Account, which are necessary to execute an order for any of the Services (the “Order”), are up to date.

As soon as you complete the registration process, a contract for the provision of Services for operating the Account is concluded for an indefinite period between you and U Plus in accordance with the Terms herein.

The user may terminate the Account at any time by notifying us of the same and the termination is effective upon its receipt by us or, if applicable, by closing the user’s Account.

We may terminate the Account at any time with immediate effect, in the event of a violation by the Account owner of the provisions of these Terms, or any other legitimate reason that makes it impossible to continue to provide the Services to you.

3. ACCURACY OF BILLING AND ACCOUNT INFORMATION

We reserve the right to refuse, limit or prohibit any Order you place with us. In the event that we make a change to or cancel an Order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the Order was made.

You agree to provide current, complete and accurate purchase and Account information for all purchases made at our Website. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

4. ORDERS FOR SERVICES

All Services are offered depending on availability and depending on the acceptance of the Order by us.

Orders may only be placed by persons who have an Account on the Website.

Orders may be placed using the form available on the Website and payment of the requisite fee. After submitting the Order, an e-mail will be sent to the user confirming the submission of the Order to the email address indicated on the form. The Order shall be executed only after the user has paid U Plus the full price for the Services indicated in the Order, in accordance with the provisions of these Terms. Notwithstanding anything to the contrary contained herein, U Plus reserves the right to cancel any Order submission at its sole discretion.

The user may be eligible to track Order status, or modify and cancel the Order, to the extent the functionality is available to the user through the Services. All delivery dates specified are approximate. The delivery time is not an essential provision of the Terms, and U Plus is not responsible for any delay in delivery of the Services, regardless of the reason, including any losses or expenses incurred by the user.

We reserve the right, but are not obligated, to limit the use of or access to our Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any Services that we offer. All descriptions of Services or Services pricing are subject to change at any time without notice, at the sole discretion of us. We reserve the right to discontinue any of our Services at any time. Any offer for any Services made on this site is void where prohibited.

We do not warrant that the quality of any Services, information, or other material purchased or obtained by you via our Services will meet your expectations, or that any errors in the Service will be corrected.

5. PRICE AND PAYMENTS

In order to complete the submission of an Order for any of our Services, the user is required to pay U Plus the purchase price of the Services as specified in the Order. The amount stated in the Order constitutes the total amount that the user will be required to pay, along with any and all applicable taxes. The user is responsible for all applicable taxes and/or fees associated with the purchase of the Services.

The total Order price is calculated according to the choices made by the user concerning the parameters of the Services, in accordance with the rates stated therein. The binding price is shown to the user in the summary of the Order at the time of payment. The payment may be completed via credit card through our third-party processor, Stripe Inc.

You represent and warrant to us that any payment information provided to us by you, including your credit card information, is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. U Plus will make reasonable efforts to process your transactions in a timely manner, but we make no guarantees regarding the processing time for charges. U Plus may store your method of payment and you hereby acknowledge and agree that U Plus may charge you for, and you will pay for, any charges specified for the Order. You agree to pay us the amount that is specified in the Order in accordance with the terms of such Order and these Terms. If you dispute any charges you must let us know within thirty (30) days after the date that payment was made and before the Services are provided to you.

6. MODIFICATIONS TO THE SERVICE AND PRICES

Prices for our Services are subject to change without notice.

We reserve the right at any time to modify or discontinue the Services (or any part or content thereof) without notice at any time.

We shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Services.

7. DELIVERY

Our Services are delivered by us in an electronic format. We will send an electronic message to you to inform you when the purchased Service is available. Upon receiving the aforementioned message from us, you will be able to view the purchased Service on the Website and download it. Unless otherwise indicated, the user shall have a deadline of thirty (30) calendar days, starting from the said electronic message, to download the purchased Service. If the user fails to download the purchased Services within this period, U Plus shall have no responsibility to store the purchased Services, refund the amount paid by the user or provide the purchased Services to user at no extra charge.

8. THIRD-PARTY LINKS

Certain content, products and services available via our Services may include materials from third parties.

Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the applicable third-party.

9. USER DATA, FEEDBACK AND OTHER SUBMISSIONS

For the purpose of these Terms, "User Data" means all data, works and materials uploaded to or stored by you on U Plus’s Platform and/or Website for use in the provision of the Services. You retain and own all rights, title and interest in and to all of the User Data and shall at all times have sole responsibility for the legality, reliability, integrity, accuracy and quality of the User Data. You warrant to U Plus that the User Data when used by U Plus in accordance with this Agreement will not infringe the intellectual property rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.

In addition to the foregoing, you hereby grant to U Plus on and subject to the terms and conditions of the Terms of Service, a fully-paid, royalty-free, non-exclusive, non-transferable and worldwide license to copy, reproduce, store, distribute, publish, export, adapt, edit, translate and use the User Data to the extent reasonably required for the performance of U Plus’s obligations under this Agreement. You also grant to U Plus the right to sub-license these rights to U Plus’s service providers, on an as-needed basis subject to any express restrictions elsewhere in this Agreement. Notwithstanding anything to the contrary, you acknowledge and agree that U Plus may use User Data for the purposes of (a) improving the Services, (b) using automated systems and algorithms to process and analyze User Data for spam, malware, and illegal content, or for research and development (e.g., recognizing patterns in data for improving the quality of Services), and (c) developing new technologies and services.

Further, you grant to U Plus, worldwide, perpetual, irrevocable, transferable, sublicensable, and royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction, or other feedback provided by you to U Plus (the “Feedback”) without compensating you. In consideration of us allowing you to use our Services, you agree that we, our affiliates, and our third-party partners may place advertising on our Services.

You agree that we may access, preserve and disclose your account information and User Data if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary, such as to: (i) comply with legal process; (ii) enforce these Terms; (iii) respond to your requests for customer service; or (iv) protect the rights, property or personal safety of U Plus or any other person.

You represent and warrant to us that the information you provide to us is accurate, including any information submitted through any other third-party sources (if applicable), and that you will update your account information as necessary to ensure its accuracy.

You understand that even though data transfers on the Website, Platform, and Services are encrypted and we do our best to protect the security of your information and User Data, we cannot guarantee that certain operations of the Services, including transmission to and by U Plus’s third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Services will always be properly encrypted. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of User Data. We will have no liability to you for any unauthorized access or use of any User Data, or any corruption, deletion, destruction or loss of any User Data. We may permanently erase User Data if your account is delinquent, suspended, or terminated for 60 days or more, without limiting our other rights or remedies.

10. PERSONAL INFORMATION

Your submission of personal information through the Website is governed by our Privacy Policy available at www.fifthrow.com/privacypolicy, which may be altered by U Plus from time to time.

Each party shall comply with all applicable data protection and privacy laws relating to the processing of User Data including the General Data Protection Regulation (Regulation (EU) 2016/679) and where applicable United States data protection laws (the “Data Protection Legislation”).

You recognize and agree that hosting and processing data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the Platform, you assume such risks. U Plus offers no representation, warranty, or guarantee that your personal information or User Data will not be exposed or disclosed through errors or the actions of third parties.

We receive and store any information that you knowingly provide to us. We may collect personal data such as name, email address, phone number, credit card information and third-party account credentials (for example, log-in credentials for third-party sites that integrate with the Services) of the users. We may also collect business or financial information of the users, only to the extent necessary to provide the Services. We base the processing of personal data on our legitimate interest, for the purposes of this Agreement and general lawful purposes under applicable Data Protection Legislation, to provide you with the necessary functionality required during your use of the Services. In furtherance of the foregoing, you undertake to obtain and shall be responsible for obtaining, if and when required under the applicable Data Protection Legislation for processing of their personal data, the explicit consent of the any third parties whose personal data might be provided by you to us as part of the User Data or otherwise. You and U Plus undertake and guarantee that all personal data of any third parties, subject to use by U Plus, will be processed only to the extent necessary to provide the Services, in accordance with the provisions of Data Protection Legislation.

11. ERRORS, INACCURACIES AND OMISSIONS

Occasionally there may be information on our Website or in the Services that contains typographical errors, inaccuracies or omissions that may relate to the Services, product descriptions, pricing, promotions, offers, products and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel Orders at any time or if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your Order). Our Services may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. Any reliance on the material in our Services is at your own risk.

We undertake no obligation to update, amend or clarify information in the Services or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Services or on any related website, should be taken to indicate that all information in the Services or on any related website has been modified or updated.

12. INTELLECTUAL PROPERTY

This Website and the Platform are owned and managed by U Plus. Unless otherwise stated, U Plus solely and exclusively holds the copyright, patent, trademark and any and all other intellectual property rights to any and all content contained in the Services. Such content includes: text, graphics, logos, audio clips, trademarks and any Underlying U Plus Technology (as defined below). “Underlying U Plus Technology” shall mean U Plus’s technology, methodologies and intellectual property anywhere in the world (including, without limitation, product(s), software tools, hardware designs, algorithms, software (in source code and object code forms), user interface designs, architecture, class libraries, objects and documentation (both printed and electronic)) including but not limited to the Website, Platform, and Service Output. In addition, U Plus Services may contain further information about intellectual property rights and copyrights, the terms of which must be observed.

All trademarks, service marks and trade names of U Plus used herein (including but not limited to: the company name, the company corporate logo, the Website names, the Website design, and any logos) (collectively “Marks”) are trademarks or registered trademarks of U Plus or its affiliates, partners, vendors or licensors. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify U Plus’s Marks in any way, including in advertising or publicity pertaining to the distribution of materials on the Services, without U Plus’s prior written consent. The use of U Plus’s Marks on any other sites or network computer environment is not allowed. U Plus prohibits the use of U Plus’s Marks as a "hot" link on or to any other sites, unless the establishment of such a link is approved by U Plus in advance in writing.

You agree that U Plus may use your name and logo as well as descriptions of the Services performed in customer lists, advertisements, and other promotional materials including, but not limited to, press releases, brochures, reports, letters, white papers, and electronic media such as e-mails or U Plus website.

No information contained in the Services shall be interpreted as granting, whether by implication, estoppel or otherwise any license or right to use the Website, Services, Platform or any information displayed on it, except: (a) in a manner expressly permitted by these Terms; or (b) after obtaining prior written consent of U Plus or the prior written consent of a third party who owns the trademark or copyright to the information displayed on the website.

The user understands that the express condition of having an Account or making an Order is to use the Services in a way that does not violate the intellectual property rights of others in any way and in a way that does not violate any applicable laws. U Plus reserves the right, with or without prior notice, to immediately delete the account of any user who violates any applicable laws or infringes on the copyright or other intellectual property rights of any third party and remove all infringing materials from the Website.

Subject to the terms and conditions of this Terms of Service, U Plus grants to the user a non-exclusive, non-transferable, non-sublicensable, time-limited, revocable, worldwide license to access, view, use, modify and adapt the Services purchased by the user, for the purpose of common use of the Services, and to fully exploit the Underlying U Plus Technology solely for the purposes of effective use of Services, provided that the user shall have timely paid all outstanding fees and invoices.

U Plus grants the user a non-exclusive, non-transferable, revocable worldwide license to use the Service Output subject to the stipulations of Section 13 below, provided that the user shall have timely paid all outstanding fees and invoices. To be specific, U Plus retains ownership of the Service Output.

13. USE OBLIGATIONS AND PROHIBITED USES

U Plus agrees that users may (i) share the Service Output generated by the Platform with other parties, and (ii) publish the output of the Platform and related services, provided that the U Plus name and/or logo is prominently displayed, but under no circumstances can the user sell the outputs for financial or other consideration or benefit.

In addition to complying with the other terms, conditions and restrictions set forth in this Terms of Service, you agree not to (a) use the Services in contravention of these Terms; (b) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party other than you in furtherance of your business purposes as expressly permitted by these Terms; (c) use the Services to process data on behalf of any third party other than you; (d) modify, adapt, or hack the Services or otherwise attempt to gain unauthorized access to the Services or related systems or networks; (e) use the Services in any unlawful manner, including, but not limited to, violation of any person’s privacy rights; (f) use the Services to send unsolicited or unauthorized bulk mail, junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages; (g) use the Services in any manner that interferes with or disrupts the integrity or performance of the Services and its components; (h) attempt to create, in any medium or format, whether now known or later developed, derivative works of the Platform or any other software making up the Services or otherwise decipher, decompile, reverse engineer or otherwise discover the source code of the Platform or any other software making up the Services; (i) use the Services to knowingly transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software; (j) use or launch any automated system that accesses the Services and/or Platform (i.e., bot) in a manner that sends more request messages to the Services and/or Platform server in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser; or (k) attempt to use, or use the Services in violation of these Terms.

You are solely responsible for ensuring that the use of the Services to store and transmit User Data is compliant with all applicable laws and regulations. You also agree to maintain all responsibility for determining whether the Service Output or the information generated by the Services is accurate or sufficient for your purposes.

14. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES AND ALL PRODUCTS, GOODS AND SERVICES DELIVERED TO YOU THROUGH THE SERVICES ARE (EXCEPT AS EXPRESSLY STATED BY US) PROVIDED 'AS IS' AND 'AS AVAILABLE' FOR YOUR USE. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL REPRESENTATION, WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE, REPRESENT OR WARRANT THAT YOUR USE OF OUR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEBSITE’S CONTENT, SERVICES OR THE CONTENT OF ANY WEBSITES LINKED TO THE SERVICES. WE DO NOT WARRANT THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE. YOU AGREE THAT FROM TIME TO TIME WE MAY REMOVE THE SERVICES FOR INDEFINITE PERIODS OF TIME OR CANCEL THE SERVICES AT ANY TIME, WITHOUT NOTICE TO YOU.

IN NO CASE SHALL U PLUS, OUR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, INTERNS, SUPPLIERS, SERVICE PROVIDERS OR LICENSORS BE LIABLE FOR ANY INJURY, LOSS, CLAIM, OR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING FROM YOUR USE OF ANY OF THE SERVICES OR ANY INFORMATION PROCURED USING THE SERVICES, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO (I) ANY ERRORS, MISTAKES, INACCURACIES OR OMISSIONS IN ANY CONTENT, INFORMATION OR SERVICES, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SERVICES OR ANY CONTENT (OR INFORMATION) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVICES, SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE OR SERVICES, AND/OR (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE OR SERVICES BY ANY THIRD PARTY, EVEN IF ADVISED OF THEIR POSSIBILITY.

WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH OUR SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE LESSER OF (I) THE AMOUNT PAID FOR THE ORDERED SERVICES FROM WHICH THE CAUSE OF ACTION AROSE AND (II) THE MAXIMUM EXTENT PERMITTED BY LAW.

15. INDEMNIFICATION

You agree to indemnify and hold us, our parents, subsidiaries, affiliates, and our respective employees, directors, officers, and agents harmless from any liabilities, claims, expenses or demands, including reasonable attorneys’ fees, arising directly or indirectly out of (i) your misuse of the Services, (ii) your violation of the laws, rules, and regulations, (iii) your breach of these Terms, (iv) your User Data, (v) your infringement of any intellectual property or other rights of any third party, and (vi) any other matter for which you are responsible for hereunder or under law. You agree that your use of the Services shall be in compliance with all applicable laws and regulations. The obligations under this section shall survive any termination or expiration of these Terms or your use of the Services.

16. OFAC COMPLIANCE

The Services are subject to export control and economic sanctions laws and regulations administered or enforced by the United States Department of Commerce, Department of Treasury's Office of Foreign Assets Control (“OFAC”), Department of State, and other United States authorities (collectively, “U.S. Trade Laws”). You may not access, download, use or export the Services or any information derived from the Services, in whole or in part, in violation of U.S. export laws or regulations, or in violation of any other applicable laws or regulations. You agree to comply with all export laws and restrictions and regulations of any United States or foreign agency or authority, and not to directly or indirectly provide or otherwise make available the Services, or any information derived from the Services, in violation of any such restrictions, laws or regulations, or without all necessary approvals, including, without limitation, for the development, design, manufacture or production of nuclear, chemical or biological weapons of mass destruction. As applicable, you shall obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to your own use of the Services outside the U.S. Neither the Services or any information derived from the Services or the underlying information or technology may be downloaded or otherwise provided or made available, either directly or indirectly, to anyone on the U.S. Treasury Department's list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department's Table of Denial Orders. By agreeing to these Terms, you represent and warrant that you are not (a) an individual, organization or entity organized or located in a country or territory that is the target of OFAC sanctions (including Cuba, Iran, Syria, Sudan, North Korea, or the Crimea region of Ukraine); (b) designated as a Specially Designated National or Blocked Person by OFAC or otherwise owned, controlled, or acting on behalf of such a person; (c) otherwise a prohibited party under U.S. Trade Laws; or (d) engaged in nuclear, missile, chemical or biological weapons activities to which U.S. persons may not contribute without a U.S. Government license. Unless otherwise provided with explicit written permission, U Plus also does not register, and prohibits the use of any of our Services in connection with, any Country-Code Top Level Domain Name (“ccTLD”) for any country or territory that is the target of OFAC sanctions. The obligations under this section shall survive any termination or expiration of these Terms of Service or your use of the Services.

17. INTELLECTUAL PROPERTY INFRINGEMENT AND DMCA COMPLIANCE

You may not post content or use the Services for any purpose that infringes on a third party’s intellectual property rights and we may remove any such content, without prior notice to users. Please notify us if you are aware of any intellectual property right infringement by a user of our Services. In compliance with Section 512 of the Digital Millennium Copyright Act of 1998 (the “DMCA”), we designate the following individual to receive any notifications of an alleged infringement:

Copyright Agent

hofvander@usertechnologies.co

An effective notification should include:

  1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
  3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
  4. Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
  5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
  6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

A notification that does not comply with all the above-mentioned requirements may not be valid. If you believe that a notice was wrongly filed against you, under the DMCA, you may file a counter-notice to our designated individual with the following information:

  1. Your physical or electronic signature;
  2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
  3. A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
  4. Your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which we are located, or if your address is outside of the United States, for any judicial district in which we may be found, and that you will accept service of process from the person who provided notification or an agent of such person.

We are responsible for the investigation, defense, settlement and discharge of any intellectual property infringement relating to the Services. It is often difficult to determine if your intellectual property rights have been violated or if the DMCA requirements have been met. We may request additional information before we remove any infringing material. If a dispute develops as to the correct owner of the rights in question, we reserve the right to remove your content along with that of the alleged infringer pending resolution of the matter. U Plus will provide you with notice if your materials have been removed based on a third-party complaint of alleged infringement of the third-party's intellectual property rights.

IF YOU KNOWINGLY MISREPRESENT THAT MATERIAL IS OR IS NOT INFRINGING, YOU MAY BE SUBJECT TO CIVIL PENALTIES. THESE INCLUDE MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS' FEES INCURRED BY U PLUS, BY ANY COPYRIGHT OWNER, OR BY ANY COPYRIGHT OWNER'S LICENSEE THAT IS INJURED AS A RESULT OF RELIANCE UPON YOUR MISREPRESENTATION. YOU MAY ALSO BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY. YOU AGREE WE MAY PROVIDE YOUR NOTICE TO THE PROVIDER OF THE ALLEGEDLY INFRINGING MATERIAL.

We may terminate accounts of users who repeatedly and intentionally infringe the intellectual property rights of others. The obligations under this section shall survive any termination or expiration of these Terms or your use of the Services.

18. CONFIDENTIALITY

All information, whether oral or written or in visual, electronic or tangible form, regarding or otherwise relating to a party or to any of its affairs or other business matters, which has been disclosed or may be disclosed to the other party (the “Receiving Party”) or which the Receiving Party has or may otherwise become aware of in connection with the preparation, negotiation, entry into or performance of these terms (and the agreement incorporating these terms), shall during the term of these terms (and the agreement incorporating these terms) and for a period of 5 years after its termination or expiry for whatever reason be kept strictly confidential by the Receiving Party and not be used by it for any other purpose than the performance or enforcement hereof nor be disclosed by it to any third party without the prior written consent of the other party.

The restrictions set forth above shall not apply to information:

  1. to the extent reasonably necessary to be used or disclosed by the Receiving Party in order for it to secure its interests against the other party in connection with a dispute, controversy or claim arising out of or in connection with these terms (or the agreement incorporating these terms) or to otherwise enforce its rights hereunder;
  2. that was at the time of its disclosure or which becomes thereafter generally available to the public otherwise than as a consequence of a breach by these terms (or the agreement incorporating these terms);
  3. that was already known to the Receiving Party or otherwise in its possession prior to the time of its disclosure;
  4. that was obtained by the Receiving Party in good faith without restriction from a third party; or
  5. that the Receiving Party is required to disclose by law or any governmental or other regulatory authority or by any applicable contract or regulations of any applicable stock exchange or other marketplace.

The party using or disclosing any information or documentation with reference to any of these exceptions bears the burden of proof to establish that the relevant exception applies.

19. TERMINATION

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.

These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, by closing your Account (if applicable), or when you cease using our Website.

If, in our sole judgment, you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly we may deny you access to our Services (or any part thereof).

20. ENTIRE AGREEMENT

Our failure to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.

These Terms of Service and any policies or operating rules posted by us on this Website or in respect to the Services constitute the entire agreement and understanding between the user and us and govern the user’s use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between the user and us (including, but not limited to, any prior versions of the Terms of Service).

Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

21. ASSIGNMENT AND TRANSFERABILITY

These Terms, and any rights granted hereunder, may not be transferred or assigned by you, but may be assigned by U Plus without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

These Terms and the rights granted and obligations undertaken hereunder may not be transferred, assigned, or delegated in any manner by you, but may be freely transferred, assigned, or delegated by U Plus.

22. GOVERNING LAW

These Terms of Service and any action related thereto shall be governed and construed in accordance with the Federal Arbitration Act, federal arbitration law, and the laws of the State of Delaware in the United States, without regard to any applicable conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods as well as any other similar law, regulation or statute in effect in any other jurisdiction shall not apply. Except as otherwise expressly set forth in “Dispute Resolution Process and Scope” below, the exclusive jurisdiction for all Disputes (defined below) that you and U Plus are not required to arbitrate will be the state and federal courts located in the federal or state courts of Delaware, U.S.A. You and U Plus consent to the exercise of personal jurisdiction of courts in the State of Delaware and waive any objection to jurisdiction and venue in such courts. 

23. DISPUTE RESOLUTION PROCESS AND SCOPE

Initial Dispute Resolution – You and U Plus each agree that any dispute, claim or controversy arising out of or relating to this Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved in accordance with this “Dispute Resolution Process and Scope” Section.  Before serving a demand for arbitration of a claim, user must first notify U Plus of the claim in writing by email to hofvander@usertechnologies.com, and seek informal resolution of the claim through good faith discussions. Any notice from you must include your name, pertinent account information, a brief description of the claim, and your contact information. U Plus shall have 60 days from the date of the receipt of the notice to informally resolve your claim, which, if successful, will preclude the need for any further action.

Binding Arbitration. If the parties do not reach an agreed-upon solution within a period of sixty (60) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then you and U Plus each agree that such Dispute will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding, by a sole arbitrator mutually agreed to by the parties in Delaware. You and U Plus agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this Agreement, and that you and U Plus are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement.

Exception: Notwithstanding the parties' decision to resolve all disputes through arbitration, as limited exceptions to the “Binding Arbitration” Section above (i) either party may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the actual or threatened infringement or misappropriation of our intellectual property rights or proprietary rights or breach of the Terms of Service. In addition, you will retain the right to opt out of arbitration entirely and litigate any Dispute if you provide us with written notice of your desire to do so by email at hofvander@usertechnologies.com within thirty (30) days following the date you first agree to this Agreement.

Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Agreement. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement. The arbitrator's award damages must be consistent with the terms of Limitation of Liability section of these Terms of Service as to the types and the amounts of damages for which a party may be held liable. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules.

Class Action Waiver. YOU AND U PLUS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

Severability. Except as provided in the “Class Action Waiver” section, if any provision of these Terms of Service or Privacy Policy is deemed invalid, unlawful, void or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms of Service will remain in full force and effect.

Survival. This Dispute Process and Scope section and other provisions of this Terms of Service that by their nature are intended to survive termination or expiration of this Agreement shall survive any termination of your use of the Services.

24. COMPLAINTS

Users may submit complaints, in writing, to hofvander@usertechnologies.com . Users must provide a detailed description of the basis of their complaint and their contact information to enable us to respond in a timely and appropriate fashion.

If another user or third party submits a complaint about your use of the service, we will investigate and, if you are found to be in breach of these Terms of Use, your account will be disabled on a temporary or permanent basis.

25. ELECTRONIC COMMUNICATIONS

By using the Website and/or the Services user consents to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Website and/or Services. These electronic communications are part of user’s relationship with us. User agrees that any notices, agreements, disclosures or other communications that we send the user electronically will satisfy any legal communication requirements, including that such communications be in writing.

26. CHANGES TO TERMS OF SERVICE

You can review the most current version of the Terms of Service at any time at this page.

We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Services following the posting of any changes to these Terms of Service constitutes acceptance of those changes.

27. CONTACT INFORMATION

Questions about the Terms of Service should be sent to us at hofvander@usertechnologies.com.

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