This agreement is between the entity you represent (“you” “Customer”) and UniQreate, Inc. (the “Agreement”). If you are entering into this Agreement on behalf of an entity, such as your employer, you represent that you have the legal authority to bind that entity. If you specify a company name in connection with signing up for or ordering a Service, you will be deemed to have placed that order and to have entered into this Agreement on behalf of that organization or company. By accepting this Agreement, you agree to these terms and you have the legal authority and capacity to enter into this Agreement. If you do not accept and comply with this Agreement, you may not use the Services. All the terms applicable to you or the Customer shall also apply mutatis mutandis to the Authorised Users.

  1. Services.

  1. Manner of use. You may not:
  1. Updates. We may make changes to the Services from time to time, including: the availability of features; how long, how much or how often any given feature may be used; and feature dependencies upon other services or software.

  1. Preview features. We may make features available on a preview basis. Previews are provided “AS-IS”. Previews may be subject to reduced or different security, compliance, privacy, availability, reliability, and support commitments, and any additional notices provided with the preview. We may change or discontinue previews at any time without notice.

  1. Software.

  1. Scope of rights. The UniQreate Software are the copyrighted works of UniQreate and its Affiliates. The UniQreate Software is licensed and shall not be transferred to the Customer as a result of the use of Services. Rights to access UniQreate Software on any device do not give you any right to implement UniQreate patents or other UniQreate intellectual property in software or devices that access that software.

  1. Third party software. You are solely responsible for any third party software that you install, connect, or use with any Service. We will not run or make any copies of such third party software outside of our relationship with you. You may only install or use any third party software with any Service in a way that does not subject our intellectual property or technology to any terms governing such software. We are not a party to and are not bound by any terms governing your use of any third party software. We do not grant any licenses or rights, express or implied, to such third party software.

  1. Open source software as part of the Service. If the Service uses or distributes any third party software with open source software license terms (“Open Source”), then such Open Source is licensed to you by UniQreate solely to allow you to interact with the Service under terms of this Agreement. Copies of those applicable Open Source licenses and any other notices, if any, are included for your information only.

  1. UniQreate Content.

  1. All UniQreate Content is the copyrighted work of UniQreate or its suppliers, and is governed by the terms of the license agreement that accompanies or is included with the UniQreate Content.

  1. Software License

  1. any software provided by us to you as part of the Services is subject to these Terms.
  2. If you comply with these Terms, we grant you the right to use one copy of the software per device on a worldwide basis for use by only one person at a time as part of your use of the Services. The software or website that is part of the Services may include third-party code.

  1. The software is licensed, not sold, and UniQreate reserves all rights to the software not expressly granted by UniQreate, whether by implication, estoppel, or otherwise. This license does not give you any right to, and you may not:
  1. circumvent or bypass any technological protection measures in or relating to the software or Services;
  2. disassemble, decompile, decrypt, hack, emulate, exploit, or reverse engineer any software or other aspect of the Services that is included in or accessible through the Services, except and only to the extent that the applicable copyright law expressly permits doing so;
  3. separate components of the software or Services for use on different devices;
  4. publish, copy, rent, lease, sell, export, import, distribute, or lend the software or the Services, unless UniQreate expressly authorizes you to do so;
  5. transfer the software, any software licenses, or any rights to access or use the Services;
  6. use the Services in any unauthorized way that could interfere with anyone else’s use of them or gain access to any service, data, account, or network;
  7. enable access to the Services by unauthorized third-party applications.

 

  1. Security, privacy, and Customer Data.

  1. Security. We maintain technical and organizational measures, internal controls, and data security routines intended to protect Customer Data against accidental loss or change, unauthorized disclosure or access, or unlawful destruction.

  1. Privacy and data location. We treat Customer Data in accordance with the terms herein and our privacy policy. We may transfer to, store, and process Customer Data in the United States or in any country where we or our Affiliates or subcontractors operate. You will obtain any necessary consent or rights from end users or others whose data or personal information or other data you will be hosting in the Services.

  1. Rights to Provide Customer Data. You are solely responsible for your Customer Data. You must have, and you hereby grant us, sufficient rights to use the Customer Data (including Customer Data sourced from third parties) necessary for us to provide you the Services without violating the rights of any third party, or otherwise obligating UniQreate to you or to any third party. We do not assume any additional obligations that may apply to Customer Data except as required by applicable law.

  1. Ownership of Customer Data. Except for software we license to you, as between the parties, you retain all right, title and interest in and to Customer Data. We acquire no rights in Customer Data other than as described in this Section 4.

  1. Use of Customer Data. The Services transmit Customer Data to us, including usage and performance data and crash dumps. We will use Customer Data to provide the Services. This use may include troubleshooting to prevent, find and fix problems with the operation of the Services and ensuring compliance with this Agreement. It may also include: providing you with suggestions to help you discover and use functionality within the Services; improving the features of our Services; and otherwise use patterns, trends, and other statistical data derived from Customer Data to provide, operate, maintain, and improve our products and services. We will not use Customer Data or derive information from it for any (1) advertising or (2) other commercial purposes (beyond providing you with the Services) without your consent.

  1. Customer Data return and deletion. You may delete your Customer Data at any time. If you terminate your account we may delete Customer Data immediately without any retention period. We have no additional obligation to continue to hold, export, or return Customer Data and have no liability whatsoever for deletion of Customer Data pursuant to this Agreement.

  1. Third party requests of Customer Data. We will not disclose Customer Data to a third party (including law enforcement, other government entity, or civil litigant, but excluding our subcontractors) except as you direct or unless required by law. We will ask any third party demanding access to your Customer Data to contact you directly using your basic contact information. We will promptly notify you and provide a copy of the demand unless legally prohibited. You are responsible for responding to requests by a third party regarding your use of Services.

  1. Subcontractors. We may hire other companies to provide limited services on our behalf, such as customer support. Any such subcontractors will be permitted to obtain Customer Data only to deliver the services we have retained them to provide. We remain responsible for our subcontractors’ compliance with the obligations set forth in this Agreement.

  1. Compliance with law. We will comply with all laws applicable to our provision of the Services, including applicable security breach notification laws, but not including any laws applicable to you or your industry that are not generally applicable to information technology services providers. You will comply with all laws applicable to your Customer Data, and use of the Services, including any laws applicable to you or your industry.

  1. Claims of infringement. We will inform you if we receive notice claiming that your usage of the Service infringes a third party’s intellectual property rights, and in such instances we may provide your basic contact information to the third party. You will promptly respond to such complaints.

  1. Customer accounts, customer conduct, identity services, and feedback.

  1. Account creation. If any of the Services requires you to open an account, you must complete the registration process by providing us with current, complete and accurate information. You must be the age of consent or older to create an account. You may not select an account user name or identifier that impersonates someone else, is or may be illegal, or may be protected by trademark or other proprietary rights, is vulgar or offensive or may cause confusion. We reserve the right to reject and/or reassign these user names and Service identifiers in our sole discretion.

  1. Responsibility for your accounts. You are responsible for any and all activities that occur under your account; maintaining the confidentiality of any non-public authentication credentials associated with your use of the Services; and promptly notifying our customer support team about any possible misuse of your accounts or authentication credentials, or any security incident related to the Services.

  1.  By agreeing to these Terms, you’re agreeing that, when using the Services, you will follow these rules:
  1. Not do anything illegal.
  2. Not engage in any activity that exploits, harms, or threatens to harm children.
  3. Not send spam or engage in phishing. Spam is unwanted or unsolicited bulk email, postings, contact requests, SMS (text messages), instant messages, or similar electronic communications. Phishing is sending emails or other electronic communications to fraudulently or unlawfully induce recipients to reveal personal or sensitive information, such as passwords, dates of birth, Social Security Numbers, passport numbers, credit card information, financial information, or other sensitive information, or to gain access to accounts or records, exfiltration of documents or other sensitive information, payment and/or financial benefit.
  4. Not publicly display or use the Services to share inappropriate content or material (involving, for example, nudity, bestiality, pornography, offensive language, graphic violence, or criminal activity) or Your Content or material that does not comply with local laws or regulations.
  5. Not engage in activity that is fraudulent, false or misleading (e.g., asking for money under false pretenses, impersonating someone else, manipulating the Services to increase play count, or affect rankings, ratings, or comments) or libelous or defamatory.
  6. Not circumvent any restrictions on access to or availability of the Services.
  7. Not engage in activity that is harmful to you, the Services or others (e.g., transmitting viruses, stalking, posting terrorist or violent extremist content, communicating hate speech, or advocating violence against others).
  8. Not infringe upon the rights of others (e.g., unauthorized sharing of copyrighted music or other copyrighted material, resale or other distribution of Bing maps, or photographs).
  9. Not engage in activity that violates the privacy or data protection rights of others.
  10. Not help others break these rules.

  1. Enforcement. If you violate these Terms, we may, in our sole discretion, stop providing Services to you or we may close your UniQreate account. We may also block delivery of a communication (like email, file sharing or instant message) to or from the Services in an effort to enforce these Terms, or we may remove or refuse to publish Your Content for any reason. When investigating alleged violations of these Terms, UniQreate reserves the right to review your Content in order to resolve the issue, and you hereby authorize such review. However, we cannot monitor the entire Services and make no attempt to do so.

  1. Identity usage across Services. We may provide Services that supplement UniQreate Software and rely upon your user account or other identity mechanism. We may use this information to identify you and authorize access to UniQreate Content, UniQreate Software, and other resources across the Services.

  1. Submissions and feedback. We do not claim ownership of any Submission unless otherwise agreed to by the parties. However, by providing a Submission, you are irrevocably granting UniQreate and its Affiliates the right to make, use, modify, distribute and otherwise commercialize the Submission in any way and for any purpose (including by granting the general public the right to use your Submissions in accordance with this Agreement, which may change over time). These rights are granted under all applicable intellectual property rights you own or control. No compensation will be paid with respect to the use of your submissions. UniQreate is under no obligation to post or use any Submission, and UniQreate may remove any submission at any time. By providing a Submission you warrant that you own or otherwise control all of the rights to your Submission and that your Submission is not subject to any rights of a third party (including any personality or publicity rights of any person).

  1. Services accessible only to invited customers. Elements of the Services may be accessible to you on an invitation only basis, for example as part of a program for using pre-release Services and providing feedback to us. Those Services are confidential information of UniQreate. You may not disclose this confidential information to any third party for a period of five years. This restriction does not apply to any information that is or becomes publicly available without a breach of this restriction, was lawfully known to the receiver of the information without an obligation to keep it confidential, is received from another source who can disclose it lawfully and without an obligation to keep it confidential, or is independently developed. You may disclose this confidential information if required to comply with a court order or other government demand that has the force of law. Before doing so, you must seek the highest level of protection available and, when possible, give us enough prior notice to provide a reasonable chance to seek a protective order.

  1. Payment Terms. If you purchase a Service, then these payment terms apply to your purchase and you agree to them.

  1. Charges.  You agree to pay that Subscription Fee for each Authorised User in the currency specified. The price stated for the Services excludes all applicable taxes and currency exchange settlements, unless stated otherwise. You are solely responsible for paying such taxes or other charges. UniQreate calculates taxes based on the address associated with your billing information. You are responsible for ensuring that this address is up to date and accurate. We may suspend or cancel the Services if we do not receive an on time, full payment from you. Suspension or cancellation of the Services for non-payment could result in a loss of access to and use of your account and its content. Connecting to the Internet via a corporate or other private network that masks your location may cause charges to be different from those displayed for your actual location. Depending on your location, some transactions might require foreign currency conversion or be processed in another country. Your bank might charge you additional fees for those services when you use a debit or credit card. Please contact your bank for details.
  2. Your Billing Account. To pay the charges for a Service, you will be asked to provide a payment method at the time you sign up for that Service. Additionally, you agree to permit UniQreate to use any updated account information regarding your selected payment method provided by your issuing bank or the applicable payment network. You agree to promptly update your account and other information, including your email address and payment method details, so we can complete your transactions and contact you as needed in connection with your transactions. Changes made to your billing account will not affect charges we submit to your billing account before we could reasonably act on your changes to your billing account.
  3. Billing. By providing UniQreate with a payment method, you (i) represent that you are authorized to use the payment method you provided and that any payment information you provide is true and accurate; (ii) authorize UniQreate to charge you for the Services or available content using your payment method; and (iii) authorize UniQreate to charge you for any paid feature of the Services you choose to sign up for or use while these Terms are in force. We may bill you (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) on a recurring basis for subscription Services. Also, we may charge you up to the amount you have approved, and we will notify you in advance of any change in the amount to be charged for recurring subscription Services. We may bill you at the same time for more than one of your prior billing periods for amounts that haven't previously been processed.
  4. Recurring Payments. When you purchase the Services on a subscription basis (e.g., monthly, every 3 months or annually), you agree that you are authorizing recurring payments, and payments will be made to UniQreate by the method and at the recurring intervals you have agreed to, until the subscription for that Service is terminated by you or by UniQreate. You must cancel your Services before the next billing date to stop being charged to continue your Services. We will provide you with instructions on how you may cancel the Services. By authorizing recurring payments, you are authorizing UniQreate to process such payments as either electronic debits or fund transfers, or as electronic drafts from your designated account (for Automated Clearing House or similar payments), or as charges to your designated account (for credit card or similar payments) (collectively, "Electronic Payments"). Subscription Fees are generally charged in advance of the applicable subscription period. If any payment is returned unpaid or if any credit card or similar transaction is rejected or denied, UniQreate or its service providers reserve the right to collect any applicable return item, rejection or insufficient funds fee and process any such payment as an Electronic Payment.
  5. Refund Policy. Unless otherwise provided by law or the terms of a particular Service offer, all purchases are final and non-refundable.

  1. Term, termination, and suspension.

  1. Agreement term and termination. The term of this Agreement begins when you accept it. You may terminate this Agreement at any time by deleting your profile. Upon termination of this Agreement your contact information and preferences will be removed and your optional free subscription to Services obtained under this Agreement will end.

  1. Regulatory. In any country where any current or future government regulation or requirement that applies to us, but not generally to businesses operating there, presents a hardship to us operating the Services without change, and/or causes us to believe this Agreement or the Services may be in conflict with any such regulation or requirement, we may change the Services or terminate the Agreement. Your sole remedy for such changes to the Services under this Section is to terminate this Agreement.

  1. Suspension or Termination. We may suspend or terminate your use of the Services if: (1) reasonably needed to prevent unauthorized access to Customer Data; (2) you fail to respond to a claim of alleged infringement under Sections 4.k or 8 within a reasonable time; (3) you violate this Agreement; or (4) we suspect fraud.

  1. Disclaimer of Warranties.

EXCEPT AS WARRANTED IN A SEPARATE AGREEMENT, UNIQREATE AND ITS RESPECTIVE SUPPLIERS PROVIDE THE SERVICES “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE.” YOU BEAR THE RISK OF USING IT. WE PROVIDE NO WARRANTIES, GUARANTEES OR CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU MAY HAVE ADDITIONAL RIGHTS UNDER YOUR LOCAL LAWS WHICH THIS AGREEMENT CANNOT CHANGE. THESE DISCLAIMERS WILL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, INCLUDING APPLICATION TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Third party content and materials. UNIQREATE DOES NOT CONTROL, REVIEW, REVISE, ENDORSE, OR ACCEPT RESPONSIBILITY FOR ANY THIRD-PARTY CONTENT, INFORMATION, MESSAGES, MATERIALS, PROJECTS ACCESSIBLE FROM OR LINKED THROUGH THE SERVICES, AND, EXCEPT AS WARRANTED IN A SEPARATE AGREEMENT, UNIQREATE MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER ABOUT AND SHALL NOT BE RESPONSIBLE FOR ANY OF THE FOREGOING. ANY DEALINGS YOU MAY HAVE WITH SUCH THIRD PARTIES ARE AT YOUR OWN RISK.

  1. Defence of claims.

  1. Defence. We will defend you against any claims made by an unaffiliated third party that the Services or UniQreate Software infringes its patent, copyright or trademark or makes unlawful use of its trade secret. You will defend us against any claims made by an unaffiliated third party that any (1) Non-UniQreate product that is not made available through the Services or (2) Customer Data you provide directly or indirectly in using the Services infringe the third party’s patent, copyright, or trademark or makes unlawful use of its trade secret.

  1. Limitations. Our obligations in Section 9(a) will not apply to a claim or award based on: (1) Customer Data, Non- UniQreate product, modifications you make to the Services, or materials you provide or make available as part of using the Services; (2) your combination of the Services with, or damages based upon the value of, a Non- UniQreate product, data or business process; (3) your use of UniQreate trademark without our express written consent, or your use of the Services after we notify you to stop due to a third-party claim; or (4) your redistribution of the Services to, or use for the benefit of, any unaffiliated third party.

  1. Remedies. If we reasonably believe that a claim under Section 9(a) may bar your use of the Services, we will seek to: (1) obtain the right for you to keep using it; or (2) modify or replace it with a functional equivalent. If these options are not commercially reasonable, we may terminate your rights to use the Services.

  1. Obligations. Each party must notify the other promptly of a claim under this Section 9. The party seeking protection must (1) give the other sole control over the defense and settlement of the claim; and (2) give reasonable help in defending the claim. The party providing the protection will (1) reimburse the other for reasonable out-of-pocket expenses that it incurs in giving that help and (2) pay the amount of any resulting adverse final judgment (or settlement that the other consents to). The parties’ respective rights to defense and payment of judgments or settlements under this Section are in lieu of any common law or statutory indemnification rights or analogous rights, and each party waives such common law rights.

  1. Limitation of liability.

  1. Limitation. The aggregate liability of each party under this Agreement is limited to direct damages up to One United States dollar ($1.00 USD).

  1. EXCLUSION. NEITHER PARTY, NOR ITS SUPPLIERS WILL BE LIABLE FOR LOSS OF REVENUE, LOST PROFITS, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, EVEN IF THE PARTY KNEW THEY WERE POSSIBLE.

  1. Exceptions to Limitations. The limits of liability in this Section apply to the fullest extent permitted by applicable law, but do not apply to: (1) the parties’ obligations under Section 8 (Defense of claims); or (2) breach of any confidentiality obligation; or (3) violation of the other's intellectual property rights.

  1. Miscellaneous.
  1. No additional rights granted. We reserve all rights not expressly granted under this Agreement, and no other rights are granted under this Agreement by implication or estoppel or otherwise.

  1. Assignment. You may not assign this Agreement either in whole or in part.

  1. Severability. If any part of this Agreement is held unenforceable, the rest remains in full force and effect.

  1. Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver.

  1. No agency. We are independent contractors. This Agreement does not create an agency, partnership or joint venture.

  1. No third-party beneficiaries. There are no third-party beneficiaries to this Agreement.
  2. Applicable law and venue. This Agreement is governed by State of New York law, without regard to its conflict of laws principles. Any action to enforce this Agreement must be brought in the courts of New York, New York. This choice of jurisdiction does not prevent either party from seeking injunctive relief in any appropriate jurisdiction with respect to violation of intellectual property rights.

  1. Entire agreement. This Agreement is the entire agreement concerning its subject matter and supersedes any prior or concurrent communications.

  1. Survival. The following provisions will survive this Agreement’s termination: [1.b, 2.a-b, 4, 5.a-d, 5.f, 6, 7, 8, 9, 10, 11,] and all other definitions.

  1. U.S. export jurisdiction. The Services are subject to U.S. export jurisdiction. You must comply with all applicable laws, including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, and end-user, end-use and destination restrictions issued by U.S. and other governments.

  1. Force majeure. Neither party will be liable for any failure in performance due to causes beyond its reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of Services).

  1. Modifications. We may modify this Agreement at any time with or without individual notice to you by posting a revised version on the legal information section, or by notifying you in accordance with Section 10.b. Any modifications will be effective upon your continued use of a Service.

  1. Notices and procedure for making claims of copyright infringement. We respect the intellectual property rights of third parties. If you wish to send a notice of intellectual property infringement, including claims of copyright infringement, please use our procedures for submitting at legal@uniqreate.com. ALL INQUIRIES NOT RELEVANT TO THIS PROCEDURE WILL NOT RECEIVE A RESPONSE.

  1. Definitions.

Any reference in this agreement to “day” will be a calendar day.

“Affiliate” means any legal entity that a party owns or that owns a party, with a 50% or greater interest. “Content” means documents, photographs, videos, and other graphical, textual, or audio-visual content that may be subject to copyright protection.

Authorised Users those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation, as further described in clause 2.2(d).

“Customer Data” means any Content or other data, including all text, sound, video, or image files, or software, that are provided to us by, or on behalf of, you through your use of the Services for use by you or your authorized users.

“UniQreate Software” means UniQreate software and computer code, provided for provisioning of Services.

“Non-UniQreate Product” is any software, data, service, website or other product licensed, sold or otherwise provided to you by an entity other than us, whether you obtained it via our Services or elsewhere.

“Preview” means preview, beta, or other pre-release versions of the Services or Software offered by UniQreate.

“Services” means means UniQreate’s (i) software and online services, including, but not limited to, software applications, websites, forums, courses, or trainings, (ii) any improvements, updates and patches thereto, and (iii) any associated documentation (excluding any publicity or marketing materials).

Subscription Feesmeans the subscription fees payable by the Customer to Company for the User Subscriptions.

“User Subscriptions the user subscriptions purchased by the Customer which entitle Authorised Users to access and use the Services in accordance with this Agreement.

“Submissions” means Content, code, comments, feedback, suggestions, information or materials that you provide via any Services for public access (rather than for your personal use or use by your authorized users). Submissions do not include Customer Data.

“we” and “us” means UniQreate Inc and its affiliates

“you” and “your” means the person or entity accepting this Agreement to use the Services.