Ubikwiti - Legal

REGISTERED UBIKWITI USER TERMS AND CONDITIONS
1.	Relationship With Ubikwiti Ltd. ("Ubikwiti"). You understand and agree by becoming a Registered Ubikwiti User of any product, no legal partnership or agency relationship is created between you and Ubikwiti. Neither you nor Ubikwiti is a partner, an agent or has any authority to bind the other. You agree not to represent otherwise. You also certify that you are of the legal age of majority in the jurisdiction in which you reside (at least 18 years of age in many countries) and you represent that you are legally permitted to become a Registered Ubikwiti User. This Agreement is void where prohibited by law, and the right to become a Registered Ubikwiti User is not granted in such jurisdictions.

2.	No Transfer Of User Benefits; User ID And Password. As a Registered Ubikwiti User, you cannot transfer any benefits you receive from Ubikwiti in connection with being a Registered Ubikwiti User. The User ID and password you use to Sign in as a Registered Ubikwiti User cannot be shared in any way or with any one. You are responsible for maintaining the confidentiality of your User ID and password. Notwithstanding the foregoing restrictions in this Section 2 or in any Other Agreement (defined below), if you are the parent or legal guardian of individuals between the ages of 13 and the legal age of majority in the jurisdiction in which you reside, you may allow such individuals to share your User ID and password for their use solely under your supervision and only in accordance with this Agreement. You are responsible for such individuals' compliance with and violations of this Agreement and any Other Agreement.

3.	Confidentiality. As a Registered Ubikwiti User, you may be receiving information from Ubikwiti. You agree that all information disclosed by Ubikwiti to you that relates to Ubikwiti's products, designs, business plans, business opportunities, finances, research, development, know-how, personnel, or third-party confidential information, will be considered and referred to collectively as "Confidential Information." Information that otherwise would be deemed Confidential Information but (a) is generally available to the public through no fault or breach of this Agreement by you, (b) is independently developed by you without the use of any Confidential Information, (c) was rightfully obtained from a third party who had the right to transfer or disclose it to you without limitation, or (d) any third party software and/or documentation provided to you by Ubikwiti and accompanied by licensing terms that do not impose confidentiality obligations on the use or disclosure of such software and/or documentation will not be considered Confidential Information under this Agreement. You agree not to disclose, publish, or disseminate any Confidential Information to anyone other than to other Registered Ubikwiti Users who are employees and contractors working for the same entity as you and then only to the extent that Ubikwiti does not otherwise prohibit such disclosure in this Agreement. Except for your authorized purposes as a Registered Ubikwiti User, you agree not to use Confidential Information in any way, including, without limitation, for your own or any third party's benefit without the prior written approval of an authorized representative of Ubikwiti in each instance. You further agree to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Confidential Information. You acknowledge that unauthorized disclosure or use of Confidential Information could cause irreparable harm and significant injury to Ubikwiti that may be difficult to ascertain. Accordingly, you agree that Ubikwiti will have the right to seek immediate injunctive relief to enforce your obligations under this Agreement in addition to any other rights and remedies it may have.

4.	Access to Ubikwiti Materials. Ubikwiti may provide you with certain benefits and materials, including, but not limited to, beta, evaluation, and testing versions of Ubikwiti software ("Software"), documentation, reference libraries, seed keys, seed DVDs, technical support incidents, and other items (collectively, "Ubikwiti Materials") as a Registered Ubikwiti User. Except as expressly permitted herein, all Ubikwiti Materials are provided solely for your own personal use in connection with your participation as a Registered Ubikwiti User and not for the use or benefit of any third party and you agree that you will not transfer, publish, copy, disseminate or disclose the Ubikwiti Materials. Ubikwiti may change, suspend or discontinue providing Ubikwiti Materials at any time, and may impose limits on certain features and materials offered or restrict your access to parts or all of the Ubikwiti Materials without notice or liability. All use of the Ubikwiti Materials shall be subject to this Agreement, unless such Ubikwiti Materials are accompanied by a separate license agreement, notice or disclaimer (collectively, "Other Agreement") in which case such Other Agreement will govern to the extent of any inconsistencies with this Agreement; provided however that if such Other Agreement contains no confidentiality provisions whatsoever, then you agree that Section 3 (Confidentiality) of this Agreement shall govern your use of such Ubikwiti Materials in addition to the Other Agreement. All Ubikwiti Materials shall be considered the Confidential Information of Ubikwiti.

5.	Software License and Restrictions. Subject to your compliance with this Agreement, Ubikwiti hereby grants you and your invited users a limited license to use the Software free of charge for a period of 30 days following acceptance of this Agreement, and thereafter at the prescribed license fee (unless the Software is defined as “Free”) and subject to the terms and conditions contained in TERMS OF SUBSCRIPTION, solely for the purposes of (i) assembling and operating the Software; (ii) making modifications of and enhancements to the Software; and (iii) developing and testing software to be used in conjunction with or as extensions to the Software. Except as defined herein and as otherwise permitted under Section 13 (Third Party Notices), the foregoing license does not grant you the right to use the Software for any other purpose, or to reproduce, distribute, modify or create derivative works of the Software, in whole or in part, and you agree that you shall not rent, lease, loan, sell, sublicense, assign or otherwise transfer any rights in the Software without guaranteeing and indemnifying Ubikwiti's rights to licensing revenue payable by end-users for the Software at the license fee prescribed by Ubikwiti and current at that time. You agree not to decompile, reverse engineer, disassemble, or otherwise attempt to derive the source code of any Software provided in binary form (except as and only to the extent the foregoing restrictions are prohibited by applicable law, or to the extent as may be permitted by licensing terms governing use of open-sourced components included with any such software). Further, you certify that you will not transfer or export any product, process or service that is the direct product of any Ubikwiti Software without guaranteeing and indemnifying Ubikwiti's rights to licensing revenue payable by end-users for the Software at the license fee prescribed by Ubikwiti and current at that time. Ubikwiti retains ownership of all Software, and except as expressly set forth herein, no other rights or licenses are granted or to be implied under any Ubikwiti intellectual property.

6.	Paid Content License and Restrictions. As a Registered Ubikwiti User, you may have access to certain proprietary content (including, without limitation, video presentations, audio recordings and documentation) that Ubikwiti may make available to you from time to time for a separate fee ("Paid Content"). All Paid Content shall be considered the Confidential Information of Ubikwiti; provided however that you may not share the Paid Content with anyone, including, without limitation, employees and contractors working for the same entity as you, regardless of whether they are existing Registered Ubikwiti Users. Subject to these terms and conditions, Ubikwiti grants you a personal and nontransferable license to use the Paid Content; provided that you may only add one (1) copy of the Paid Content and such addition must be completed within the time period specified by Ubikwiti for such addition. Except as expressly permitted by Ubikwiti, you shall not modify, translate, reproduce, distribute, or create derivative works of the Paid Content or any part thereof. You shall not rent, lease, loan, sell, sublicense, assign or otherwise transfer any rights in the Paid Content. Ubikwiti and/or Ubikwiti's licensor(s) retain ownership of the Paid Content itself and any copies or portions thereof. The Paid Content is licensed, not sold, to you by Ubikwiti for use only under this Agreement, and Ubikwiti reserves all rights not expressly granted to you. Your rights under this license to use and access the Paid Content will terminate automatically without notice from Ubikwiti if you fail to comply with any of these provisions.

7.	Amendment; Communication. Ubikwiti reserves the right, at its discretion, to modify this Agreement, the Registered Ubikwiti User policies, and the quantum and payment basis of license fees at any time. You will be responsible for reviewing and becoming familiar with any such modifications (including new terms) communicated to you by Ubikwiti. In addition, Ubikwiti may be sending communications to you from time to time. Such communications may be in the form of phone calls and/or emails and may include, but not be limited to, marketing materials, technical information, and updates and/or changes regarding your participation as a Registered Ubikwiti User. By agreeing to this Agreement, you consent that Ubikwiti may provide you with such communications.

8.	Term and Termination. Ubikwiti may terminate or suspend you as a Registered Ubikwiti User at any time in Ubikwiti's sole discretion. You may terminate your participation as a Registered Ubikwiti User at any time, for any reason, by notifying Ubikwiti in writing of your intent to do so. Upon any termination or, at Ubikwiti's discretion, suspension, all rights and licenses granted to you by Ubikwiti will cease, including your right to access the Ubikwiti User site or use any Ubikwiti Software, and you agree to destroy any and all Confidential Information that is in your possession or control. At Ubikwiti's request, you agree to provide certification of such destruction to Ubikwiti. No refund or partial refund of any fees paid hereunder or any other fees will be made for any reason. Following termination of this Agreement Sections 1, 3, the restrictions of Sections 4-6, Section 6 (but only for so long as the duration specified by Ubikwiti for such usage), and Sections 8 through 17 shall continue to bind the parties as set forth herein.

9.	Ubikwiti Independent Development. Nothing in this Agreement will impair Ubikwiti's right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any other products, software or technologies that you may develop, produce, market, or distribute. In the absence of a separate written agreement to the contrary, Ubikwiti will be free to use any information, suggestions or recommendations you provide to Ubikwiti for any purpose, subject to any applicable patents or copyrights.

10.	Use Of Ubikwiti Trademarks, Logos, etc. You agree to follow Ubikwiti's Guidelines For Using Ubikwiti Trademarks and Copyrights as published and may be modified from time to time. You agree not to use the marks "Ubikwiti," the Ubikwiti Logo or any other marks belonging or licensed to Ubikwiti in any way except as expressly authorized in writing by Ubikwiti in each instance. You agree that all goodwill arising out of your authorized use of Ubikwiti's marks shall inure to the benefit of and belong to Ubikwiti.

11.	No Warranty. You understand that all Confidential Information (including Software) provided to you by Ubikwiti is supplied "AS IS" AND WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTIBILITY, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, PERFORMANCE, AND FITNESS FOR A PARTICULAR PURPOSE. To the extent that Ubikwiti makes available any products or product information, you understand that Ubikwiti is under no obligation to provide updates, enhancements, or corrections, or to notify you of any product changes that Ubikwiti may make, or to publicly announce or introduce the product(s) at any time in the future.

12.	Disclaimer of Liability. UNDER NO CIRCUMSTANCES SHALL UBIKWITI BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES RESULTING FROM DELAY OF DELIVERY OR FROM LOSS OF PROFITS, DATA, BUSINESS OR GOODWILL, ON ANY THEORY OF LIABILITY, WHETHER ARISING UNDER TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, WHETHER OR NOT UBIKWITI HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. UBIKWITI'S ENTIRE LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT IS LIMITED TO FIVE DOLLARS ($5.00).

13.	Third-Party Notices. Third party software provided by Ubikwiti to you as a Registered Ubikwiti User may be accompanied by its own licensing terms, in which case such licensing terms will govern your use of that particular third party software. Mention of third parties and third party products in any materials, advertising, promotions or coupons provided to you as a Registered Ubikwiti User is for informational purposes only and constitutes neither an endorsement nor a recommendation. All third party product specifications and descriptions are supplied by the respective vendor or supplier, and Ubikwiti shall have no responsibility with regard to the selection, performance, or use of these vendors or products. All understandings, agreements, or warranties, if any, take place directly between the vendors and the prospective users.

14.	Export Control. You may not use or otherwise export or re-export any Software or Confidential Information received from Ubikwiti except as authorized by United States law and the laws of the jurisdiction in which the Software and Confidential Information was obtained. In particular, but without limitation, the Software and Confidential Information may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By becoming a Registered Ubikwiti User or using any Software or Confidential Information, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use any Software or Confidential Information for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, chemical or biological weapons.

15.	Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California, as applied to agreements entered into and to be performed entirely within California between California residents. The parties further submit to and waive any objections to personal jurisdiction of and venue in any of the following forums: U.S. District Court for the Northern District of California, California Superior Court for Santa Clara County, Santa Clara County Municipal Court, or any other forum in Santa Clara County, for any disputes arising out of these Terms and Conditions.

16.	Government End Users. The Ubikwiti Materials (including Software) are "Commercial Items", as that term is defined at 48 C.F.R. 2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. 12.212 or 48 C.F.R. 227.7202, is applicable. Consistent with 48 C.F.R. 12.212 or 48 C.F.R. 227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.

17.	Miscellaneous. No delay or failure to take action under this Agreement will constitute a waiver unless expressly waived in writing, signed by a duly authorized representative of Ubikwiti, and no single waiver will constitute a continuing or subsequent waiver. This Agreement will bind your successors but may not be assigned, in whole or part, by you without the written approval of an authorized representative of Ubikwiti. Any non-conforming assignment shall be null and void. If any provision is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous understandings regarding such subject matter. No addition to or removal or modification of any of the provisions of this Agreement will be binding upon Ubikwiti unless made in writing and signed by an authorized representative of Ubikwiti. The parties hereto confirm that they have requested that this Agreement and all attachments and related documents be drafted in English.

PAYMENT METHODS: To use the Ubikwiti Subscription Service to subscribe to chargeable products and services, you must establish an initial credit balance of US$10 in your Ubikwiti Account using PayPal, and thereafter maintain a sufficient credit balance in your Ubikwiti Account to meet subscriptions as they fall due and payable (as specified hereunder). At the present time, PayPal is the only means by which you can establish and maintain your Ubikwiti Account.

AGREEMENT TO PAY

Definition of “Chargeable Products and Services”: “Chargeable products and services” in this agreement means all subscription-based products and services for which a monthly subscription is chargeable in accordance with a published fee per application per designated user per month.

Definition of “Designated User”: “Designated user” means each separate and discrete user nominated with user access rights to a specific subscription-based product or service.

Definition of “Free”: Products offered as “Free” mean all subscription-based products and services for which no monthly subscription is chargeable, provided certain general conditions and, in some cases, additional special conditions are observed.

General conditions attached to Free products and services:

If you add chargeable features and functionality not included in the initial free product and service, or increase the number of designated users, you thereby upgrade the free product and service to a chargeable product and service and you will thereafter be charged on the appropriate Billing Basis.

Special conditions attached to free products and services:

Special conditions attached to free products and services are any conditions specified in an offer of free products and services that are additional to the General conditions attached to free products and services. Such special conditions may be displayed by one or more of the following means: Press Releases, notices on the Ubikwiti Website, notices displayed on-screen during the signup and registration processes, and notices displayed on-screen within the application.

You agree that:

i)	General and Special conditions relating to free products and services are to be read together with the provisions of the Ubikwiti User Agreement and other clauses in these Terms of Subscription.

ii)	Unless they are specifically obviated or modified in whole or in part by General and/or Special conditions attached to free products and services, provisions contained in the Ubikwiti User Agreement and other clauses in these Terms of Subscription shall prevail in the event of dispute.

Billing Basis – Chargeable Products and Services: Chargeable products and services must be paid monthly in advance based on the number of designated users within each chargeable product and service.

Billing Information: You agree to provide Ubikwiti with complete and accurate billing and contact information to enable your Ubikwiti Account to be established and updated as necessary from time to time.

Maintenance of Credit Balance in Ubikwiti Account: You agree to maintain a sufficient credit balance in your Ubikwiti Account to pay at least one month’s subscription in advance for all chargeable products and services ordered under this agreement.

Non-Refundability of Subscriptions: All due and payable subscriptions deducted from your Ubikwiti Account under this agreement are non-refundable.

Taxes, Levies and Duties: Ubikwiti's fees are exclusive of all taxes, levies, and duties legally imposed and collectable by taxing authorities in respect of your Ubikwiti subscription. You accept liability for payment of all such taxes, levies, or duties, irrespective of whether or not they are listed in Ubikwiti documentation at the time you initially subscribe.

Monthly Subscription: Unless the subscribed product and service is specifically offered “free of charge” by Ubikwiti, and subject to the pricing variation provisions contained in this agreement and the Ubikwiti User Agreement, you agree to pay the published monthly subscription per chargeable product and service.

Payment of Monthly Subscriptions: Monthly subscriptions are due and payable monthly in advance by deduction from the credit balance in your Ubikwiti Account.

Renewals of Monthly Subscriptions: Renewals of monthly subscriptions fall due and payable on the same day of subsequent months as your initial subscription or most recent re-subscription for a chargeable product and service. However, if your initial subscription date or re-subscription date falls on the 29th, 30th or 31st day of a month, the first month’s subscription period will be extended by the number of necessary days to re-set subsequent monthly subscription renewal dates to the 1st day of the month.

Grace Period for Late Payment of Subscription: If the balance in your Ubikwiti Account is insufficient to renew due monthly subscriptions, a grace period of 7 days from the renewal date will be allowed to enable you to replenish your Ubikwiti Account.

Expiration of Grace Period: If, on expiration of the grace period of 7 days, the credit balance in your Ubikwiti Account is insufficient to renew your full subscription, the service status of the particular chargeable product and service in payment default (“the defaulted application”) will be set to Limited Access for a further maximum period of 83 days. During the period of Limited Access, you will not be permitted to enter any new transactions or modify any old transactions in the defaulted application. However, you will be allowed to view data in the defaulted application, print reports from the defaulted application, and export your data from the defaulted application in a format prescribed by Ubikwiti.

Renewal of Subscriptions During Limited Access Period: You may reactivate full subscription access to the defaulted application at any time during the Limited Access period by simply re-subscribing to the defaulted application and establishing a credit balance in your Ubikwiti Account sufficient to pay at least one month’s subscription in advance from the date of re-subscription.

Expiration of Limited Access Period: If you do not reactivate your full subscription access to the defaulted application within the Limited Access Period, the data in the defaulted application will be permanently purged from our servers and will not thereafter be available for viewing or recovery.

Acknowledgment of Your Sole and Complete Responsibility to Retrieve Required Data During the Limited Access Period:You acknowledge your sole and complete responsibility to retrieve any data required by you from a defaulted application within the Limited Access Period by means of one or more of the permitted data retrieval methods defined herein. You understand and accept Ubikwiti’s unfettered right to permanently purge defaulted applications including any data contained therein from our servers in the event you do not reactivate full subscription access to the defaulted application within the Limited Access Period. You unconditionally accept that no direct or indirect financial and/or legal liability will accrue to Ubikwiti in exercising its rights under this clause in respect of defaulted applications to which you have not re-subscribed during the Limited Access Period.

Termination of Subscription: You may choose to terminate your subscription at any time. If you do so, you will still be able to fully utilize the subscription service until the end of your current subscription period.

Subscription to Additional and Upgraded Chargeable Products and Services: You agree that additional subscription service fees at the published rate will be deducted from your Ubikwiti Account if you subscribe to:

	a new or additional chargeable product and service, including the addition of additional chargeable components, additional chargeable packages and additional chargeable services;

	an increase in the number of designated users for a chargeable product and service.

You further agree to ensure the credit balance in your Ubikwiti Account contains a sufficient credit balance to pay at least one month’s subscription in advance for the additional and/or upgraded chargeable products and services.

Reservation of Right to Change Chargeable Products and Services: Ubikwiti reserves the right to change, modify, enhance and provide new versions of chargeable products and services at any time, without prior notice.

Reservation of Right to Terminate Support for Products and Services: Ubikwiti reserves the right to terminate support for products and services at any time, without prior notice.

Prices and Availability of Products and Services: Ubikwiti further reserves the right to change existing prices and availability of products and services by giving at least thirty days advance notice of such proposed changes by publication on the Ubikwiti website at www.ubikwiti.com. Such notice will be effective from the date and time of the publication of the proposed changes on the website. As a courtesy, Ubikwiti will always endeavour to advise you promptly by email of any such proposed changes to your subscriptions. Email notification will be sent to the email address entered and maintained by you in your Ubikwiti Account as a necessary part of your contact information.

Non-Expiration of Account Balance: Unused balances in your Ubikwiti Account are not redeemable for cash and cannot be converted to a cash refund. However, any unused balance in your Ubikwiti Account will not have an expiration date and will be available for the purchase of chargeable products and services.

Electronic Signatures and Contracts. Your use of the subscription service acknowledges your legal ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THIS SITE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS.

DISCLAIMER OF LIABILITY: UNDER NO CIRCUMSTANCES SHALL UBIKWITI BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES RESULTING FROM DELAY OF DELIVERY OR FROM LOSS OF PROFITS, DATA, BUSINESS OR GOODWILL, ON ANY THEORY OF LIABILITY, WHETHER ARISING UNDER TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, WHETHER OR NOT UBIKWITI HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. UBIKWITI'S ENTIRE LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT IS LIMITED TO FIVE DOLLARS ($5.00).

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