Terms of Service

Effective date: April 2018

By using the website at www.udu.co (the “Site”), any udu Application Program Interfaces and related materials (“APIs”), any udu applications (“Apps”), any data obtained from the APIs (“Data”), or any other services provided by udu, Inc. (the Site, APIs, Apps, Data and all other Udu services, collectively, the “Services”), you agree to these Terms of Service.

If you are under 18 years of age, you may not use the Services. udu may modify these Terms of Service at any time, and you agree to be bound by such modifications if you continue to use the Services. We will notify you by making the revised version available on this page, and an updated revision date will indicate that changes have been made. If you have entered into a negotiated agreement that has been signed by udu that governs your use of the Services that by its terms supersedes these Terms of Service, your use of the Services included in that agreement is governed by such agreement.

 

ACCOUNTS AND PASSWORDS

To use some of the Services, you may be required to create an account. Any informationsubmitted as part of the registration process must be accurate and complete. You are solely responsible for activity that occurs in your account. You should keep your password confidential and notify us immediately of any unauthorized use of your account. We reserve the right to close your account at any time for any or no reason, with or without notice, and in such case, you may not reopen an account without our express written permission.

 

TERMINATION; BREACH

We may terminate your ability to use the Services at any time for any reason or no reason, with or without notice. Additionally, your rights to use the Services (including all licenses) will terminate immediately if you breach any of the Terms of Service. Upon termination for any reason or at udu’s earlier request, you will immediately delete any Apps or other materials provided to you by udu and you will immediately cease use of the Services.

 

PROHIBITIONS

You may not do any of the following:

  • sell, resell, redistribute, or sublicense the Services or otherwise charge third parties for access to the Services;
  • reverse engineer, decompile, disassemble, modify or adapt the Services, merge any udu software into another program, or create derivative works of the Services;
  • upload any User Content (defined below) that:
  • is illegal, defamatory, libelous, deceptive, fraudulent, obscene, or offensive;
  • is not relevant, accurate, or representative of your knowledge of a place;
  • contains software viruses or other code designed to disrupt our systems or the systems of any third parties; or
  • violates any third-party rights or agreement.
  • take any action that interferes or may interfere with any Service, including but not limited to:
  • deleting any copyright or proprietary notices;
  • creating user accounts by automated means;
  • impersonating any person or entity; or
  • using the Services for any illegal purpose.

 

SERVICE MODIFICATIONS AND AVAILABILITY, FEES

udu reserves the right to modify or discontinue any or all of the Services at any time, for any or no reason, with or without notice. We may also schedule system downtime and unplanned system outages may occur.

udu reserves the right to charge fees for any or all of the Services. In such case, the fees will be disclosed to you before the fees take effect. If you do not agree to such charges, simply discontinue your use of the Services. If you continue using the relevant Services after the fees take effect, you have agreed to the fees.

 

PROPRIETARY RIGHTS AND TRADEMARK

All udu trademarks, service marks, logos, and trade names (“udu Marks”) are owned solely by udu. All third-party trademarks, service marks, logos, and trade names are the property of their respective owners and their use within the Services is not meant to convey any relationship with or endorsement by such third parties. Except as expressly authorized by udu, you may not use or display any mark, name, trade name, or logo appearing within the Services without the owner’s prior consent or other legal authorization.

 

DISCLAIMERS, NO WARRANTIES

The Services are provided as-is and as available. udu and its shareholders, subsidiaries, affiliates, officers, directors, employees, contractors, agents, representatives, business partners, vendors, clients, licensors, and advisors (“udu Entities”) expressly disclaim any warranties and conditions of any kind, whether express or implied, including the warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. Among other things, the udu Entities make no warranty that: (a) the Services will meet your requirements; (b) the Services will be available on an uninterrupted, timely, secure, or error-free basis; or (c) the information that may be obtained from the Services will be accurate or reliable. For example, the udu Entities are not responsible for any inaccuracies in any Data accessed via the Services regardless of the cause. The udu Entities are not responsible for the conduct of any user of the Services. The udu Entities are not responsible for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction, or unauthorized access to, or alteration of, any communication with other users. The udu Entities shall have no liability whatsoever for the unavailability of the Services or for any loss of data or transactions caused by planned or unplanned system outages or the resultant delay, mis-delivery, or non-delivery of information caused by such system outages. Under no circumstances shall the udu Entities be responsible for any loss or damage, including property damage, personal injury or death, resulting from use of the Services or anything downloaded or received from the Services.

LIMITATIONS OF LIABILITY

In no event shall the udu Entities be liable to you or any third party for any lost profit or any indirect, consequential, exemplary, incidental, special, or punitive damages arising from or
related to the Services or your use of the Services, even if the udu Entities have been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, the udu Entities’ liability to you for any damages arising from or related to the Services or your use of the Services (for any cause whatsoever and regardless of the form of the action), will at all times be limited to the amounts you have paid to udu for the Services, if any. This limitation of liability inures to the benefit of any successor to the udu Entities and, in each case, liability is limited to the fullest extent permitted by law. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you and you may also have other legal rights that vary from jurisdiction to jurisdiction.

INDEMNITY

You will indemnify, defend, and hold harmless the udu Entities from and against any and all claims, demands, actions, costs, liabilities, losses, and damages of any kind (including attorneys’fees) arising from or related to your use of the Services, any User Content you provide, your violation of any applicable laws or regulations, and your breach of any of these Terms of Service.

WAIVER

udu’s failure to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms of Service will be effective only if made explicitly, in writing and signed by udu.

RELATIONSHIP OF PARTIES

These Terms of Service do not create any agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship. These Terms of Service are solely between you and udu and are not for the benefit of any third party.

GOVERNING LAW AND JURISDICTION, ARBITRATION

These Terms of Service are governed by the laws of the State of North Carolina. You are responsible for complying with all applicable local laws, both within and outside the United States, including laws that would require you not to use the Services. Any action arising under or related to these Terms of Service will be resolved by arbitration (and the parties hereby consent to personal jurisdiction) in Raleigh, North Carolina, in accord with the Commercial Dispute Resolution Procedures of the American Arbitration Association and, in the case of injunctive or provisional relief, the Rules for Emergency Measures of Protection. The arbitration will be decided by a single arbitrator whose decision will be final and binding and may be enforced in any court of competent jurisdiction. The prevailing party is entitled to reasonable attorneys’ fees and costs. The arbitration will be kept confidential except as required by law. Any claims arising under or related to these Terms of Service must be brought in the initiating party’s individual capacity and not as a plaintiff or class member in any class action or other similar proceeding.

ENTIRE AGREEMENT

The Terms of Service are the entire agreement between you and udu relating to the subject matter herein and cannot be modified except in a writing signed by both parties, or by a change made by udu as set forth above.

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