Terms of Service
This User Agreement ("Agreement") is between you, the user, together with any company or other business entity you are representing, if any (collectively, "You"), and UNET Global Solutions Pte Ltd. ("UGS").
UGS provides software programs ("Software") that enable merchants to build online stores through which they can sell their products and services online. UGS also provides merchants services, including hosting of the online store, site design, email services, marketing services, domain name registration, and other related services as may be offered from time to time (collectively, "Services").
This Agreement is effective upon Your acceptance in registration. By accepting this Agreement and subject to the terms and conditions of this Agreement, including those terms and conditions that are set forth on the UGS website located at www.unetglobal.com ("UGS Site") that are incorporated herein by reference and may be accessed through links in this Agreement, UGS will provide You with a limited license to use the Software and receive the Services.
By accepting this Agreement, You further agree to be bound by any amendments to the terms and conditions of this Agreement or to such terms and conditions as are incorporated herein by reference. Except as stated below, all amended terms shall automatically be effective thirty (30) days after they are initially posted on the UGS Site.
You authorize UGS to process any and all of Your UGS account transactions initiated through the use of the password and/or passphrase that You establish through registration on the UGS Site and You are solely responsible for maintaining the confidentiality of such password and/or passphrase.
Notwithstanding anything contained in the foregoing, this Agreement will not bind UGS unless You meet the eligibility criteria for entering into this Agreement as set forth in Section 1 of this Agreement.
1. ELIGIBILITY CRITERIA.
The Software license and Services are available only to, and may only be used by individuals who can form legally binding contracts under applicable law. If You are registering as a business entity, You represent that You have the authority to bind the entity to this Agreement. UGS uses many techniques to verify the accuracy of the information You provide when You register on the UGS Site. If for any reason, UGS, in its sole discretion, believes such information to be incorrect, it reserves the right, without provision of any notice to You, to revoke any and all licenses under this Agreement or to refuse to provide the Software license and Services under this Agreement to You.
2. UGS SOFTWARE AND TRADEMARK OWNERSHIP AND LICENSES.
2.1 SOFTWARE OWNERSHIP.
Software provided by UGS, and all worldwide intellectual property rights therein, are the exclusive property of UGS. All rights in and to the Software not expressly granted to You in this Agreement are reserved by UGS.
2.2 SOFTWARE LICENSE.
Subject to the terms and conditions of this Agreement, UGS grants to You a non-exclusive, non-transferable, revocable, limited license to remotely access and use the Software on servers operated by or for UGS ("UGS Servers") through the UGS Site solely for the purpose of building and maintaining an interactive store hosted by the UGS Servers on which You offer Your or a third party's products or services ("Your Store").
2.3 SOFTWARE LICENSE RESTRICTIONS.
You acknowledge that the Software and its structure, organization, and source code constitute valuable trade secrets of UGS. Accordingly, except as expressly allowed under Section 2.2, You will not, either directly or through a third party, (a) modify, adapt, alter, translate, or create derivative works from the Software; (b) distribute, sublicense, lease, rent, loan, or otherwise transfer the Software to any third party; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software or (d) transfer your interest in and to Your Store to any third party.
2.4 ADDITIONAL FEATURES.
Certain additional features that UGS may make available to You may require access to and/or installation of additional software (including third party software) that is subject to supplemental or independent terms and conditions ("Additional Software"). Similarly, UGS may make available additional services (including third party services) that are subject to supplemental or independent terms and conditions ("Additional Services"). You agree that You will not use such Additional Software or Additional Services unless You have agreed to the applicable terms and conditions, including but not limited to Your payment of additional fees as required.
3. SERVICES.
3.1 SERVICES.
Upon activation of Your account and subject to the payment of applicable fees, UGS will provide certain hosting, support and other miscellaneous Services for the Software licensed by You under this Agreement and Your Store during the term of this Agreement as published on the UGS Site. Your Store shall be hosted on a UGS Server on which several merchants may share the resources and network capacity of that UGS Server.
3.2 DOMAIN NAME REGISTRATION.
At Your request and subject to Your agreement to applicable terms and conditions and the payment of applicable fees, UGS Additional Services may include acquisition and registration of a second-level domain name ("Domain Name") for Your Store on Your behalf. You hereby appoint UGS and third parties who provide domain name registration services to UGS as Your agent in the acquisition, registration and ongoing administration of Domain Names on Your behalf and You authorize UGS and third parties who provide domain name registration services to UGS to select and issue binding instructions to domain name registrars and registries used to acquire, register and administer Domain Names on Your behalf. UGS provides this Service as a convenience to You only and You hereby waive any and all claims that You may have, or which may later arise, against UGS for any and all damages, losses, claims or expenses arising out of or related to the acquisition, registration and/or use of such Domain Name. In addition, UGS reserves the right, in UGS' sole discretion, to refuse to acquire or register any domain name requested by You, and to discontinue the use of any domain name requested by you.
3.3 STORE DESIGN AND CUSTOMIZATION.
At Your request, and subject to UGS' acceptance of your request and Your payment of applicable fees, UGS will provide design and customization Services for Your Store as provided in this Section 3.3 and in accordance with UGS' then current customization terms and conditions.
3.4 CHANGES IN SERVICES.
UGS reserves the right to change, amend and/or otherwise alter the Services provided with equivalent or otherwise equal Services without prior notice to You. You agree to receive administrative communications from UGS in regards to the Software, Services, Your account, policy changes and system updates.
4. YOUR STORE & CONTENT CONTROL
4.1 CONTROL OF YOUR STORE.
You will be solely responsible for the development, operation and maintenance of Your Store, including the operation of Your Store, accepting, processing and filing customer orders generated through Your Store, and handling any customer inquiries, complaints, or disputes arising from orders or sales generated through Your Store. You agree that UGS has no obligation to back-up any data related to Your Store's operations and you should independently take appropriate steps to maintain such data in accordance with Your needs and requirements.
4.2 CONTROL OF YOUR STORE'S CONTENT.
You will be solely responsible for creating, managing, editing, reviewing, deleting and otherwise controlling the content on Your Store, regardless of whether UGS provides any design or customization Services to You under this Agreement, including all descriptions of the products and services You offer to customers of Your Store and user-generated content on and related to Your Store. As a conduit, UGS will give You complete discretion over Your content provided it is compatible and interoperable with the Software and Services provided by UGS under this Agreement. You retain all rights, title and interest in and to all intellectual property rights embodied in Your content, exclusive of any content provided by UGS. Notwithstanding anything contained in the foregoing, if You breach any of the covenants in Section 5.1 of this Agreement, UGS is entitled to suspend or terminate Your Store and/or any access to information or data related to Your account and the Software in accordance with Section 12 of this Agreement.
4.3 PASSIVE CONDUIT.
You acknowledge that, by only providing You with the ability to publish and distribute Your own or third party products, services or content, UGS and its Software are acting only as passive conduits for the distribution and/ or publishing of such products, services or content on the Store. UGS has no obligation to You or any third party, and undertakes no responsibility, to review Your Store, the products or services listed therein or any other content, including but not limited to user-generated content, published and/or distributed on Your Store to determine whether any such product, service or content may incur liability to third parties. Notwithstanding anything to the contrary herein, if UGS believes in its sole discretion (as applicable) that Your Store or any products, services, content or other materials in the Store or on UGS Servers may create liability for UGS, You agree that UGS may take any actions with respect to the content or materials or Your Store that UGS believes are prudent or necessary to minimize or eliminate UGS' potential liability. UGS shall, as applicable, be the sole judge of what content or materials may create liability for UGS.
4.4 CONTENT LICENSE.
During the period that UGS provides Services to You pursuant to Section 3 of this Agreement, You hereby grant to UGS and its subcontractors a non-exclusive, irrevocable, non-sublicenseable, royalty-free, worldwide license to reproduce, distribute, create derivative works of, transmit, publicly perform, publicly display and digitally perform Your content solely for the purposes provided in this Agreement.
5. COVENANTS
5.1 COVENANTS BY YOU.
You understand that all information, data, text, graphics, messages or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that you, and not UGS, are entirely responsible for all Content that you upload, post, email or otherwise transmit via the Service. UGS does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. Under no circumstances will UGS be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise transmitted via the Service.
You agree to not use the Service to:
a. Upload, post, email or otherwise transmit any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
b. Harm minors in any way;
c. Impersonate any person or entity, including, but not limited to, an UGS official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
d. Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
e. Upload, post, email or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
f. Upload, post, email or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;
g. Upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas (such as shopping rooms) that are designated for such purpose;
h. Upload, post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
i. Interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
j. Intentionally or unintentionally violate any applicable local, state, national or international law;
k. "stalk" or otherwise harass another; or
l. Collect or store personal data about other users.
m. Involve in fraud or scams.
o. Deal in prohibited goods:
1. Ammunitions and firearms of any kind
2. Pornographic materials
3. Tobacco, cigarettes, tobacco products
You acknowledge that UGS does not pre-screen Content, but that UGS and its designees shall have the right (but not the obligation) in their sole discretion to refuse or move any Content that is available via the Service. Without limiting the foregoing, UGS and its designees shall have the right to remove any Content that violates the TOS or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by UGS or submitted to UGS, including without limitation information in UGS Members Directory, UGS Product Directory, and in all other parts of the Service.
You acknowledge and agree that UGS may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to:
(a) comply with legal process;
(b) enforce the TOS;
(c) respond to claims that any Content violates the rights of third-parties; or
(d) protect the rights, property, or personal safety of UGS, its users and the public.
You understand that the technical processing and transmission of the Service, including your Content, may involve
(a) transmissions over various networks; and
(b) changes to conform and adapt to technical requirements of connecting networks or devices.
Furthermore, You agree to display and adhere to a terms of use or other user-type agreement, as well as a privacy policy, governing Your operation of Your Store and Your conduct with Your Store's customers.
5.2 BREACH OF COVENANT.
Your failure to comply with the covenants set forth in Section 5.1 of this Agreement will amount to a breach of this Agreement and is cause for immediate suspension and/or termination under Section 12 of this Agreement.
6. FEES
6.1 FEES.
You shall pay the fees set forth for the Software license and Services purchased by You in accordance with UGS' Fees Policy that is incorporated into this Agreement by reference. UGS may change its Fees Policy and the fees for its Services from time to time. UGS' changes to the policy are effective after UGS provides You with at least fourteen (14) days' notice of the changes by posting the changes on the UGS Site. Unless otherwise stated, all fees are quoted in U.S. Dollars.
6.2 PAYMENT TERMS.
UGS will invoice You and You agree to pay for non-refundable monthly subscription and other annual or one-time fees, in advance, including fees for the license of Software and Services to be rendered to You by or on behalf of UGS in the following month. UGS will debit all fees payable by You to UGS directly from the credit card account designated by You when You register for Your UGS account to receive a license to the Software and receipt of Services from UGS and thereafter in accordance with the Fees Policy. Without limiting UGS' other remedies, any amount that is not retrievable from Your designated account when due will accrue a late fee at one and one half percent (1 %) per month or the maximum rate permitted by applicable law, whichever is less, from the due date until paid.
7. DISCLAIMER OF WARRANTIES.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
a. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. UGS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
b. UGS MAKES NO WARRANTY THAT
(i) SERVICE WILL MEET YOUR REQUIREMENTS,
(ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE,
(iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE,
(iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND
(v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
c. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM UGS OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.
8. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT UGS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF UGS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM:
(i) THE USE OR THE INABILITY TO USE THE SERVICE;
(ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE;
(iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA;
(iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR
(v) ANY OTHER MATTER RELATING TO THE SERVICE.
9. INDEMNITY
You agree to indemnify and hold UGS, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content you submit, post to or transmit through the Service, your use of the Service, your connection to the Service, your violation of the TOS, or your violation of any rights of another.
10. CUSTOMER DATA, YOUR DATA & PRIVACY POLICY
As between UGS and You, You shall own all data disclosed by or collected about (a) an individual or entity that accesses Your Store to browse or shop ("Customer Data"), and (b) You ("Your Data"). UGS does not sell or rent Your Data to third parties for marketing purposes without Your explicit consent and UGS only uses and disclose Your Data as described in the UGS Privacy Information, that is incorporated herein by reference and as it may be amended from time to time.
You shall maintain all Customer Data that is collected by or disclosed to You in trust and confidence and use and disclose such information solely in accordance with Your privacy policy. You must post, maintain and adhere to Your privacy policy that informs Your Store customers what Customer Data is collected, how it is used, the effective date of Your privacy policy and how customers of Your Stores can learn of changes to Your privacy policy. You shall include a hyperlink to Your privacy policy on the home page of Your Store and on all pages where You collect Customer Data. In addition, You must prominently include within Your posted privacy policy a statement notifying Your customers that Your Store is hosted by UGS and that UGS has access to aggregated information about customers of Your Store in order for UGS to analyze performance and make improvements to UGS products.
11. BREACH
Without limiting other remedies, UGS may limit Your activity, issue a warning, temporarily suspend, indefinitely suspend or terminate Your account or Your Store, in whole or in part, and refuse to provide some or all of the Software functionality or Services to You if: (a) You fail to pay any fees in accordance with Section 6 of this Agreement and the Price Policy; (b) You breach the covenants in Section 5.1 of this Agreement; (c) You breach this Agreement or the documents it incorporates by reference in any other manner; (d) UGS is unable to verify or authenticate any information You provide to UGS; or (e) UGS believes that Your actions may cause financial loss or legal liability for You, Your Store customers, or UGS.
12. SUSPENSION AND TERMINATION
12.1 TERMINATION.
This Agreement and all of its terms shall remain in full force and effect until it is terminated in accordance with the terms of this Agreement. This Agreement may be terminated either by UGS (a) immediately as provided in this Agreement or (b) upon thirty (30) days written notice for any reason. YOU may terminate this Agreement through your account management module. If your next billing date is less than 7 days from the termination date, your credit card may still be charged and no refund will be made.
12.2 RIGHTS UPON TERMINATION.
In the event of expiration or termination for any reason, the licenses granted under Section 2 of this Agreement shall automatically and immediately cease and You shall destroy all copies of the Software in Your possession, if any. Termination shall not affect the rights of UGS to recover from Your losses, damages, indemnity, defense costs, expert costs, collection costs and/or attorneys fees or expert witnesses' cost or other costs of any kind under this Agreement.
13. GENERAL
13.1 GOVERNING LAW.
This Agreement shall be governed in all respects by the laws of the Republic of Singapore without giving effect to any conflicts of law principles that would require the application of the laws of a different jurisdiction.
13.2 LEGAL COMPLIANCE.
You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding Your use of the Software, the Services, and Your listing and sale of products and services on Your Store.
13.3 NO AGENCY.
You and UGS are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
13.4 FORCE MAJEURE.
Except for the payment of any fees due and payable under this Agreement, neither party's delay in the performance of any duties or obligations under this Agreement will be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, failures in electric power or telecommunications services, or any other event beyond the control of the party.
13.7 ASSIGNMENT.
You shall not assign, transfer or delegate this Agreement or any rights or obligations hereunder. Any assignment, transfer or delegation in contravention of the foregoing provision shall be null and void. You agree that this Agreement may be assigned by UGS, in UGS' sole discretion.
13.8 NO THIRD PARTY BENEFICIARY.
You acknowledge and agree that nothing herein, express or implied, is intended to nor shall be construed to confer upon or give to any person, other than the parties, any interests, rights, remedies or other benefits with respect to or in connection with any agreement or provision contained herein or contemplated hereby.
13.9 SEVERABILITY; WAIVER.
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. UGS' failure to act with respect to a breach by You or others does not waive UGS' right to act with respect to subsequent or similar breaches.
13.10 CONSTRUCTION.
Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. When used in this Agreement, the term "including" means "including without limitation," unless expressly stated to the contrary.
13.11 SURVIVAL.
Sections 2.1 (Ownership), 6.1 (Fees) with respect to any outstanding fees owed for the Services, 7 (Disclaimer of Warranties), 8 (Limitation of Liability), 9 (Indemnity), 10 (Customer Data, Your Data, & Privacy Policy) and 12.2 (Rights Upon Termination shall survive any termination or expiration of this Agreement.
14.12 DISCLOSURES.
The services hereunder are offered by UNET Global Solutions Pte Ltd, 350 Orchard Road #21-01/03
Shaw House Singapore 238868.
14.14 ENTIRE AGREEMENT.
This Agreement sets forth the entire understanding and agreement between You and UGS with respect to the subject matter hereof.