UNIVERSAL VILLAGE WEB SITE USE AGREEMENT
This version in effect since May 15, 2009
Welcome to Universal Village Community (UVC). UVC provides its service to you, which is subject to the following Terms of Service (“TOS”). Our TOS may be updated by us or changed at any time without notice to you. In addition, when using UVC services, you shall be subject to any posted guidelines or rules applicable to the UVC services which may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into the TOS. UVC may also offer other services from time to time that are governed by different Terms of Services.
2. DESCRIPTION OF SERVICE
UVC currently provides users with access to a rich collection of resources, including, various communications tools, calendars, personal management systems and personalized content. You understand and agree that UVC may include advertisements and that these advertisements are necessary for UVC to provide its service. Unless explicitly stated otherwise, any new features that augment or enhance UVC, including the release of new UVC properties, shall be subject to the TOS. You understand and agree that the UVC service is provided “AS-IS” and that UVC assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.
You are responsible for obtaining access to the UVC service and that access may involve third party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you must provide and are responsible for all equipment necessary to access the UVC service.
3. YOUR REGISTRATION OBLIGATIONS
In consideration of your use of the UVC service, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the UVC service registration form (such information being the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or UVC has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, UVC has the right to suspend or terminate your account and refuse any and all current or future use of the UVC service (or any portion thereof).
4. MEMBER ACCOUNT, PASSWORD AND SECURITY
Once you register to use UVC?s service you will have registered a password and logon ID. You are responsible for maintaining the confidentiality of the password and logon, and are fully responsible for all activities that occur under your password or logon. You agree to (a) immediately notify UVC of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. UVC cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 4.
5. MEMBER CONDUCT
You understand that all information, data, text, software, music, sound, photographs, graphics, video, 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 UVC, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the UVC service. UVC does not control the Content posted via the UVC service and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the UVC service, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will UVC 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, transmitted or otherwise made available via the UVC service.
You agree to not use the UVC service to:
|a.||upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libellous, 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, a UVC 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 UVC service;|
|e.||upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available 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, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights (“Rights”) of any party;|
|g.||upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;|
|h.||upload, post, email, transmit or otherwise make available 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.||disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users of the UVC service are able to type, or otherwise act in a manner that negatively affects other users’ ability to engage in real time exchanges;|
|j.||interfere with or disrupt the UVC service or servers or networks connected to the UVC service, or disobey any requirements, procedures, policies or regulations of networks connected to the UVC service;|
|k.||intentionally or unintentionally violate any applicable local, provincial, national or international law, including, but not limited to, regulations promulgated by any provincial or territorial securities commissions, any rules of any national or other securities exchange, including, without limitation, the Toronto Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;|
|l.||“stalk” or otherwise harass another; or|
|m.||collect or store personal data about other users|
You acknowledge that UVC does not pre-screen Content, but that UVC 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 UVC service. Without limiting the foregoing, UVC 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 UVC or submitted to UVC. You acknowledge and agree that UVC 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 UVC, its users and the public.
You understand that the technical processing and transmission of the UVC 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.
7. SPECIAL ADMONITIONS FOR INTERNATIONAL USE
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from Canada or the country in which you reside.
You agree to indemnify and hold UVC, and its parent company, subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of Content you submit, post, transmit or make available through the UVC service, your use of the UVC service, your connection to the UVC service, your violation of the TOS, or your violation of any rights of another.
10. NO RESALE OF SERVICE
You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the UVC service, use of the UVC service, or access to the UVC service.
11. GENERAL PRACTICES REGARDING USE AND STORAGE
You acknowledge that UVC may establish general practices and limits concerning use of the UVC service, including without limitation the maximum number of days that instant messages or other uploaded Content will be retained by the UVC service, the maximum number of instant messages that may be sent from or received by an account on the UVC service, the maximum size of any instant message that may be sent from or received by an account on the UVC service, the maximum disk space that will be allotted on UVC’s servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the UVC service in a given period of time. You agree that UVC has no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted by the UVC service. You acknowledge that UVC reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that UVC reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
12. MODIFICATIONS TO SERVICE
UVC reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the UVC service (or any part thereof) with or without notice. You agree that UVC shall not be liable to you or to any third party for any modification, suspension or discontinuance of the UVC service.
You agree that UVC, in its sole discretion, may terminate your password, account (or any part thereof) or use of the UVC service, and remove and discard any Content within the UVC service, for any reason, including, without limitation, for lack of use or if UVC believes that you have violated or acted inconsistently with the letter or spirit of the TOS. UVC may also in its sole discretion and at any time discontinue providing the UVC service, or any part thereof, with or without notice. You agree that any termination of your access to the UVC service under any provision of this TOS may be effected without prior notice, and acknowledge and agree that UVC may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the UVC service. Further, you agree that UVC shall not be liable to you or any third-party for any termination of your access to the UVC service.
14. DEALINGS WITH ADVERTISERS
Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the UVC service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that UVC shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the UVC service.
The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because UVC has no control over such sites and resources, you acknowledge and agree that UVC is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that UVC shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.
16. UVC’S PROPRIETARY RIGHTS
You acknowledge and agree that the UVC service and any necessary software used in connection with the UVC service (“Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in sponsor advertisements or information presented to you through the UVC service or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by UVC or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the UVC service or the Software, in whole or in part.
UVC grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the UVC service. You agree not to access the UVC service by any means other than through the interface that is provided by UVC for use in accessing the UVC service.
17. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
|a.||YOUR USE OF THE UVC SERVICE IS AT YOUR SOLE RISK. THE UVC SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. UVC EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES, REPRESENTATIONS AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.|
|b.||UVC MAKES NO WARRANTY, REPRESENTATIONS AND CONDITIONS THAT (i) THE 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 UVC OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.|
18. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT UVC 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 UVC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE UVC 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 UVC SERVICE.
19. EXCLUSIONS AND LIMITATIONS
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 17 AND 18 MAY NOT APPLY TO YOU.
Notices to you may be made via either instant messages or email. The UVC Service may also provide notices of changes to the TOS or other matters by displaying notices or links to notices to you generally on the UVC service.
24. GENERAL INFORMATION
The TOS constitute the entire agreement between you and UVC and govern your use of the UVC service, superseding any prior agreements between you and UVC. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content or third-party software. The TOS and the relationship between you and UVC shall be governed by the laws of the province of Ontario and Canada without regard to its conflict of law provisions. You and UVC agree to submit to the personal and exclusive jurisdiction of the courts located within the province of Ontario, Canada. The failure of UVC to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the UVC service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.