Legal and Security

Terms of Service

Last updated: March, 2020

Welcome to UCX!

We are very happy that you have decided to visit our Website and use our UCXmarket Platform Services. Our goal is to provide you with tremendous value and build a long and lasting relationship with you.

UCX LLC is a Delaware incorporated company with its business address 233 S Wacker Dr. Suite 9425, Chicago, IL 60606. UCX LLC, including UCXMarket.com, UCXTech.com, subsidiaries, affiliates, divisions, contractors and all data sources, suppliers, and resellers (collectively “UCX”, “we”, “us” or “our”) welcomes you to www.ucxmarket.com (the “Website”). We have carefully drafted these Terms of Service, so you will know the rules that govern our relationship with you.

These Terms of Service and the Privacy Policy or (collectively the “Terms of Service” or “Agreement”) govern your use of the Website, Platform, and the services, features, Content or applications offered and operated by UCX (together with the Website, the “UCXmarket Platform Services”), and provided to the User.

These Terms of Service apply to all Users of the UCXmarket Platform Services therefore please read them carefully. This Agreement takes effect when you click “Sign Up” and/or an “I Accept” button which constitutes your acceptance and agreement to be bound by these Terms of Service, and all other operating rules, policies and procedures that may be published from time to time on the Website by us, each of which is incorporated by reference and each of which may be modified from time to time without notice to you. If you are using the UCXmarket Platform Services on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind such organization to these Terms of Service and you agree to be bound by these Terms of Service on behalf of such organization.

If you ordered ANY products and/or services on the Website, use the UCXmarket Platform Services, or otherwise engage in any electronic transaction for products and/or services from Suppliers or affiliates or through/from UCX as a reseller of Suppliers Products and/or Services, then you agree and bound by these Terms of Service. Nonetheless, these Terms of Service are to be observed in addition to the terms of any agreement you may have with UCX and are not intended to modify or supersede the terms of such agreement(s), which agreement(s), in the event of any conflicting terms, will govern.

You acknowledge receipt of our Privacy Policy. You also agree to receive any updates to our Privacy Policy by accessing the Website. By using our Website or purchasing our products or services, you agree that we may use and share your personal information in accordance with the terms of our Privacy Policy.

These Terms of Service provide that all disputes between you and UCX will be resolved by binding arbitration. You agree to give up your right to go to court to assert or defend your rights under the contract (except for matters that may be taken to small claims court). Your rights will be determined by a neutral arbitrator and not a judge or a jury and your claims cannot be brought as a class action. Nothing in these Terms of Service shall affect any non-waivable statutory rights that apply to you.

UCX reserves the right, at any time and from time to time, to amend or to modify these Terms of Service without prior notice to you, provided that if any such alterations constitute a material change to these Terms of Service, UCX will notify you by posting an announcement on the Website. Amendments and modifications shall take effect immediately when posted on the Website. By continuing to access or use the UCXmarket Platform Services after any such amendments or modifications, you agree to be bound by such amended or modified Terms of Service. For this reason, we encourage you to review the Terms of Service whenever you use the UCXmarket Platform Services. If you do not agree to any change to these Terms of Services, then you must immediately stop using the UCXmarket Platform Services.

Definitions of terms

UCX (“us”, “we”, or “our”) means UCX LLC, its subsidiaries and affiliates.

Platform means the UCX market platform launched, administered and owned by UCX. UCXmarket website is UCXmarket website is https://ucxmarket.com/

UCXmarket Platform Services means the UCX Websites and Platform

UCX Services and/or Products means the Products and services offered through the Platform by UCX on behalf of other sellers, either under seller’s name or under UCX’s name

User (“sub-user”, “you”, or “your”) means any individual visiting and/or using our Websites, including registered buyers/End Users and sellers/Suppliers.

Content means, without limitation, any information, statement, data, material, article, research, text, written posts, reviews, and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on the Website or through the UCXmarket Platform Services

User Content means all Content added, created, uploaded, submitted, distributed, or posted to the UCXmarket Platform Services by Users

Account means to sign up / register to have access to Services from the Platform

Listing Information means any information provided about a Product or Service by a Supplier

Products means any virtual, physical or service that is able be offered and/or purchased from the Platform

Supplier means any seller, individual, organization, or group that offers Products and/or Services on the Platform

Supplier Services and/or Products means the Services and Products offered by a Supplier

Supplier Offering means the Products or Services offered by a Supplier

End Users means the buyers of Suppliers Services and/or Products

Websites means all the websites launched, administered or owned by UCX, including but not limited to https://ucxmarket.com, https://ucxtech.com, or affiliate portals

Use of UCXmarket Platform Services

Generally, you may use the UCXmarket Platform Services in accordance with this Agreement. The UCXmarket Platform Services are not targeted towards, nor intended for use by, anyone under the age of eighteen (18). By using the UCXmarket Platform Services, you represent and warrant that you are eighteen (18) years of age or older. If you are under the age of 18, you may not, under any circumstances or for any reason, use the UCXmarket Platform Services. We may, in our sole discretion, refuse to offer the UCXmarket Platform Services to any person or entity and change its eligibility criteria at any time.

To sign up for the UCXmarket Platform Services, you must register for an Account.When registering for an Account, you must provide accurate and complete information including but not limited to a valid email address, surname, organization’s name, address, phone number and in some cases a valid form of payment. You are solely responsible for the activity that occurs on your Account, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents), and for keeping your Account password secure. You must notify us immediately of any change in your eligibility to use the UCXmarket Platform Services (including any changes to or revocation of any licenses from state, provincial, territorial or other authorities), breach of security or unauthorized use of your Account. Failure to comply with these requirements shall constitute a breach of these Terms of Service and shall constitute grounds for immediate termination of your Account and your right to use the Website. UCX WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY ANY UNAUTHORIZED USE OF YOUR ACCOUNT, BECAUSE OF YOUR FAILURE TO PROVIDE US WITH ACCURATE INFORMATION OR TO KEEP YOUR ACCOUNT SECURE. YET YOU MAY BE LIABLE FOR THE LOSSES OF UCX DUE TO SUCH UNAUTHORIZED USE.

Content

For purposes of these Terms of Service, the term “Content” includes, without limitation, means, any information, statement, data, material, article, research, text, written posts, reviews, and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on the Website or through the UCXmarket Platform Services. For the purposes of this Agreement, “Content” also includes all User Content (as defined below) and Listing Information and Supplier Offerings.

All Content added, created, uploaded, submitted, distributed, or posted to UCXmarket Platform Services by Users, Suppliers, and partners (collectively “User Content”), whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You represent that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. You acknowledge that all Content, including User Content, accessed by you using the UCXmarket Platform Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. We do not guarantee that any Content you access on or through the UCXmarket Platform Services is or will continue to be accurate.

The UCXmarket Platform Services may contain Content specifically provided by UCX, our Suppliers and partners or our Users and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the UCXmarket Platform Services. By submitting any User Content to the Website, excluding privately transmitted User Content, you hereby do and shall grant UCX a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sub-licensable and transferable license to use, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit such User Content in connection with the Website, the UCXmarket Platform Services and our (and our successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of the Website or the UCXmarket Platform Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds), and including after your termination of your Account or the UCXmarket Platform Services. You also hereby do and shall grant each User of the Website and/or the UCXmarket Platform Services a non-exclusive, perpetual license to access any of your User Content that is available to such User on the Website, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Content, including after your termination of your Account or the UCXmarket Platform Services.

By submitting any User Content to the UCXmarket Platform Services other than on the Website, you hereby do and shall grant us a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sub-licensable and transferable license to use, aggregate, reproduce, distribute, prepare derivative works of, display, and perform such User Content solely for providing the UCXmarket Platform Services. For clarity, the foregoing licenses granted to us and our Users does not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third-party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.

The Rules

UCXmarket Platform is an aggregation marketplace that offers Suppliers Services and/or Products and UCX Services and/or Products to end Users for referral and purchase.

Any transaction between Suppliers and end Users, including licenses, end users license agreement and other agreements will be concluded between Suppliers and end Users. UCX will not be a party to these agreements concluded between Sellers and end Users nor will the agreements create any obligations or responsibilities for UCX. Suppliers are solely responsible for providing to end Users with all necessary support services, maintenance and other services in connection with Suppliers Offerings.

Any transaction between UCX and end User for UCX Products & Services, including licenses, end users license agreement and other agreements will be concluded between UCX and end Users. As a condition of use, you promise not to use the UCXmarket Platform Services for any purpose that is prohibited by these Terms of Service. You are responsible for all your activity in connection with the UCXmarket Platform Services and the activity of any sub-User that uses your access code or Account.

You agree that you will not transmit, distribute, post, store, link, or otherwise traffic in Content, information, software, or materials on or through the UCXmarket Platform Service that (i) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, offensive, profane, contains or depicts pornography that is unlawful, or is otherwise inappropriate as determined by us in our sole discretion, or on behalf of some other person without prior authorization,(ii) you know is false, misleading, untruthful or inaccurate, or (iii) constitutes unauthorized or unsolicited advertising.

You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the UCXmarket Platform Services (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the UCXmarket Platform Services, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.

You shall not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the UCXmarket Platform Services or any activities conducted on the UCXmarket Platform Services; (iii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the UCXmarket Platform Services (or other accounts, computer systems or networks connected to the services); (iv) run any form of auto-responder or “spam” on the UCXmarket Platform Services; (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Website; (vi) harvest or scrape any Content from the UCXmarket Platform Services; (viii) otherwise take any action in violation of our guidelines and policies.

Users may not use the UCXmarket Platform Services to distribute or execute any action directed by any type of injurious code, including but not limited to: (i) trojans, (ii) key loggers, (iii) viruses, (iv) malware, (v) botnets, (vi) denial of service attacks, (vii) flood or mail bombs, (viii) logic bombs, or (ix) other actions which UCX reserves the sole right to determine to be malicious in intent.

We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Service, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to User support requests, or (v) protect the rights, property or safety of us, our Users and the public.

Users may not use the UCXmarket Platform Services in violation of the copyrights, trademarks, patents or trade secrets of third parties, nor shall they utilize the UCXmarket Platform Services to publish such materials in a manner that would expose them to public view in violation of the law.

Third Party Websites and Services

The Website, Content and/or UCXmarket Platform Services may contain links to third party websites, services or resources that are not owned or controlled in any way by UCX. We assume no responsibility for the content, the privacy policies or any other practice of these third-party websites. The inclusion of any such link or that a third-party website has provided a link to the Websites, does not constitute an endorsement, authorization, sponsorship, or affiliation by UCX with respect to that website, its owners or its providers. You further acknowledge and agree that we 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 the use of or reliance on any such content, goods or services available on or through any such website or resource.

We also permit and make available certain services and applications on the Website to be delivered by third parties. By accessing, downloading and/or purchasing any third party services, directly from such third parties you acknowledge that you are purchasing those services from the third parties not from UCX. It is your responsibility to protect your system from such items as viruses, worms, Trojan horses and other items of a destructive nature. Your access to a third-party website, and any services or information provided therein, is done at your own risk. By using any third party product, service or functionality originating from our Websites you hereby acknowledge and consent that we may share such information and data with any third party with whom we have a contractual relationship to provide the requested product, service, or functionality on behalf of Websites Users.

Payments and Billing

UCX accepts major credit cards, debit cards, ACH, wire transfers, direct deposits, cash, and check payments. Other forms of payment may be arranged by contacting UCX at contact@ucxmarket.com. Please note that any payment terms presented to you in the process of using or signing up for UCXmarket Platform Services are deemed part of this Agreement.

We use third-party payment processors (the “Payment Processors”) to bill you through a payment account linked to your Account on the UCXmarket Platform Services (your “Billing Account”). The processing of payments may be subject to the terms, conditions and privacy policies of the Payment Processors in addition to this Agreement. We are not responsible for error by the Payment Processors. By choosing to use paid services and/or products, you agree to pay us, through the Payment Processors, all charges at the prices then in effect for any use of such paid services and/or products in accordance with the applicable payment terms and you authorize us, through the Payment Processors, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.

Billing and Terms

UCXmarket Platform is an aggregation marketplace that offers many Suppliers Services and/or Products and UCX Services and/or Products to end Users for referral and purchase. UCX will not be a contractual party to any potential agreements concluded between Users purchasing products and services that are marketed and promoted in the UCXmarket/Platform. UCX has no control over, or liability for, the delivery, quality, safety, legality, or any other aspect of any products, and services that a User, may purchase or sell to or from another User of UCX. UCX is not responsible for ensuring that a User may transact with another User, will actually complete the transaction, or is authorized to do so. If you experience a problem with any products and services purchased from, or sold to another User you must resolve the dispute directly with that User.

If you believe a third party has behaved in a fraudulent, misleading, or inappropriate manner, or if you cannot adequately resolve a dispute with a third party, you may notify UCX at support@ucxmarket.com that we may consider what action to take, if any.

The term of this Agreement shall be monthly, to commence on the date that the User signs up electronically for the UCXmarket Platform Services by creating an Account with an email address. All invoices are denominated, and User must pay, in U.S. Dollars. Users are typically billed monthly on or about the first day of each month, with payment due no later than fifteen (15) days past the invoice date. On some occasions, we may bill Users more frequently or up to the Users’ current balance for fees accrued if we suspect that your account is fraudulent or at risk of non-payment. This process ensures that Users without a payment history are not subjected to additional scrutiny.

All amounts payable by User under this Agreement will be paid to UCX without setoff or counterclaim, and without any deduction or withholding. Fees and charges for any new service and/or products or new feature of a UCXmarket Platform Service will be effective when UCX posts updated fees and charges on the Website, Site, unless UCX expressly states otherwise in a notice.

Some of the paid services and/or products may consist of an initial period, for which there is a one-time charge followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such services and/or products have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, GO YOUR ACCOUNT PROFILE. ( https://shop.ucxmarket.com/account/profile)

YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSORS IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT ( https://shop.ucxmarket.com/account/profile) IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES AND/OR PRODUCTS UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AND/OR PRODUCTS AS SET FORTH ABOVE.

Cancellation

Services and/or products may be canceled only if the services and/or products are allowed to be cancelled by the terms of the original purchase agreement. For clarity, if services and/or products are purchased on a one year term, services and/or products may only be cancelled after the initial term has been completed. Upon cancellation of a service and/or product, your services and/or products will be inactivated and you will no longer be able to have any access to those services and/or products. Except in the case of subscription commitments that you have agreed to, which shall be nonrefundable, as permitted by law. If you cancel, you agree that fees for the first month of services and/or products and any start-up and/or non-recurring costs associated with setting up your services and/or products (“Non-Recurring Costs”) shall also be nonrefundable, as permitted by law.

Taxes

User is responsible for any duties, customs fees, taxes, and related penalties, fines, audits, interest and back-payments relating to Users’ purchase of the services and/or products, including but not limited to national, state or local sales taxes, use taxes, value-added taxes (VAT) and goods and services taxes (GST) (collectively, “Taxes”). UCX’s standard pricing policies do not include and are not discounted or enhanced for any such Taxes. If UCX becomes obligated to collect or pay Taxes in connection with User’s purchase of the services and or products, those Taxes will be invoiced to that User as part of a billing process or collected at the time of purchase.

In certain states, countries and territories, UCX may determine if User’s purchase of services and/or products is subject to certain Taxes, and if so, UCX may collect such Taxes and remit them to the appropriate taxing authority. If User believes that a given tax does not apply or that some amount must be withheld from payments to UCX, User must promptly provide UCX with a tax certificate, withholding receipt, tax identifier (e.g., VAT ID) or other adequate proof, provided such information is valid and sufficiently authorized by all appropriate taxing authorities. User must also provide UCX with any tax identification information that is necessary for UCX to comply with UCX’s tax obligations, as determined by UCX from time to time. User will be solely responsible for any misrepresentations made or non-compliance caused by User regarding Taxes, whether with respect to UCX or other parties, including any penalties, fines, audits, interest, back-payments or further taxes associated with such misrepresentations or non-compliance.

Suspension for Nonpayment

Payments not made within fifteen (15) days of invoicing will be deemed in arrears. For accounts in arrears, if any amount is more than fifteen (15) days overdue, without the requirement of providing notice of such arrears, UCX at its discretion may suspend UCXmarket Platform Services and services and/or products to such account and bring legal action to collect the full amount due, including any attorneys’ fees and costs.

If a User is past due on their balance, UCX will send several notifications within a fifteen (15) day period before, at UCX’s discretion, suspending the User’s account. UCXmarket Platform Services and services and/or products sold to the User may be temporarily not accessible by the User, suspended and/or powered off during the suspension period at UCX’s discretion. UCX reserves the right to delete the Users’ suspended services and/or products after the final termination notice.

Privacy Policy

Your use of the Websites is subject to our Privacy Policy. Please review the Privacy Policy, which also governs the Websites and informs Users of our data collection practices.

Suspicious Activity

If we determine that you are engaged in, or has engaged in, any suspicious activity, UCX reserves the right to terminate your access to all part of the Website immediately and, if deemed appropriate by UCX in its sole discretion, to notify any relevant government or regulatory authority.

Intellectual Property

The Website, including the Content, is owned by UCX or its licensors, and is protected under the copyright, trademark, data misappropriation, unfair competition, or other intellectual property laws of the U.S. Third-party [including Users] trademarks and service marks are the property of their respective owners. All other service marks and trademarks displayed on the Website are registered and unregistered service marks and trademarks of UCX.

The Website is further protected as a collective work and/or compilation under U.S. copyright and other laws. Using, copying, downloading, reformatting or storing any portion of the Website for other than personal, noncommercial use, unless such use constitutes “fair use” under the Copyright Act of 1976 (17 U.S.C. §107), as amended, and except for one temporary copy in a single computer’s memory, without the prior written consent of UCX or the relevant licensor is expressly prohibited.

You are granted a non-exclusive, non-transferable, revocable license to access and use the Website strictly in accordance with these Terms of Service. You shall not modify, sell, display, distribute, publish, transmit, broadcast or otherwise disseminate the Website or the Content to others without UCX’s prior written consent. You agree to abide by all applicable copyright, trademark and other intellectual property laws and with all additional copyright and trademark notices, information, and restrictions contained in any of the Content.

Limited Warranty and Warranty Disclaimer

YOU REPRESENT AND WARRANTS TO UCX THAT (I) ANY CONTENT PROVIDED OR MADE AVAILABLE BY YOU FOR ITS INCLUSION ON THE PLATFORM ITS ACURATE AND COMPLETE; (II) YOU HAVE ALL THE REQUISITE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THESE TERMS OF SERVICE, PERFORM OBLIGATIONS, GRANT THE RIGHTS AND LICENSES HEREIN.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU RELEASE UCX FROM ALL LIABILITY FOR YOU HAVING ACQUIRED OR NOT ACQUIRED SERVICES THROUGH THE PLATFORM. UCX MAKES NO REPRESENTATIONS CONCERNING ANY CONTENT CONTAINED IN OR ACCESSED THROUGH THE UCXMARKET PLATFORM SERVICES, AND WE WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, COPYRIGHT COMPLIANCE, OR LEGALITY OF MATERIAL OR CONTENT CONTAINED IN OR ACCESSED THROUGH THE UCXMARKET PLATFORM SERVICES.

THE UCXMARKET PLATFORM SERVICES, INCLUDING WITHOUT LIMITATION ANY INFORMATION DELIVERED AS PART OF THE UCXMARKET PLATFORM SERVICES, AND CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NONINTERFERENCE WITH DATA, AVAILABILITY, ACCURACY, THAT YOU WILL HAVE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO OUR WEBSITE OR THAT THE UCXMARKET PLATFORM SERVICES ARE ERROR FREE AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE UCXMARKET PLATFORM SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE UCXMARKET PLATFORM SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE UCXMARKET PLATFORM SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE UCXMAKET PLATFORM SERVICES IS SOLELY AT YOUR OWN RISK. THE UCXMARKET PLATFORM SERVICES CONTAIN INFORMATION PROVIDED BY ONE OR MORE THIRD PARTY DATA PROVIDERS. UCX DOES NOT CONTROL AND IS NOT RESPONSIBLE FOR THE INFORMATION PROVIDED BY ANY SUCH THIRD PARTY PROVIDER. YOU ACKNOWLEDGE AND AGREE THAT NEITHER UCX NOR ANY SUCH THIRD PARTY PROVIDER HAS ANY OBLIGATION TO CORRECT INFORMATION ABOUT YOU EXCEPT AS REQUIRED BY APPLICABLE LAW. INFORMATION YOU REQUEST MAY NOT BE AVAILABLE OR MAY NOT BE PROVIDED, AND UCX HAS NO LIABILITY FOR SUCH FAILURE. IN NO EVENT WILL UCX WARRANT OR GUARANTEE THE CORRECTNESS, COMPREHENSIVENESS, COMPLETENESS, ACCURACY, TIMELINESS OF ANY INFORMATION, PRODUCTS, OR SERVICES ON THIS WEBSITE. THE INFORMATION, PRODUCTS, AND SERVICES AVAILABLE ON THE WEBSITE MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. THEREFORE, YOU AGREE THAT YOUR ACCESS TO AND USE OF OUR WEBSITE, PRODUCTS, SERVICES AND CONTENT ARE AT YOUR OWN RISK.

THE ABOVE REFERENCED LANGUAGE DOES NOT APPLY TO SUPPLIER OFFERINGS AND SERVICES. RATHER, ALL LIMITED WARRANTIES, WARRANTY DISCLAIMER, LIMITATIONS OF LIABILITY AND OTHER SPECIFIC PROVISIONS REGARDING THE SUPPLIER OFFERINGS CAN BE FOUND IN THE SUPPLIER’S TERMS AND CONDITIONS.

Indemnification

You agree to indemnify, defend, and hold harmless UCX, our subsidiaries, affiliates, parents any related companies, licensors and partners, and each of our and their respective officers, directors, employees, agents, partners, suppliers and third parties, from all losses, claims, costs, liabilities, and expenses (including reasonable attorney’s fees) relating to or arising out of any suits, actions, claims, demands, investigations, hearings or similar proceedings, to the extent that such proceedings may ARISE FROM OR RELATE TO (i) YOUR (OR ANY THIRD PARTY USING YOUR ACCOUNT OR IDENTITY IN THE SERVICES) USE OR MISUSE OF, OR ACCESS TO, THE UCXMARKET PLATFORM SERVICES, CONTENT, OR OTHERWISE FROM YOUR USER CONTENT, VIOLATION OF THESE TERMS OF SERVICE OR OF ANY LAW, OR INFRINGEMENT OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY, (ii) disputes arising between Suppliers and End Users of the Platform relating to Suppliers Offerings or any other Supplier Services or Products, and your inability to use the Website and/or Content or any portion thereof, or any data, information, service, report, analysis or publication you derive therefrom; (iii) your breach or violation of any term or condition contained in these Terms of Service, or (iv) your violation of state or federal laws or regulation or any other person’s rights, including but not limited to, infringement of any intellectual property, proprietary or privacy right of any third party. UCX reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with UCX in asserting any available defenses.

Limit of Liability

IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE for any direct, indirect punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE UCXMARKET PLATFORM SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF FEES PAID TO US FOR THE PARTICULAR SERVICES DURING THE IMMEDIATELY PREVIOUS ONE MONTH PERIOD, EVEN IF UCX HAD BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY THEREOF. USER ACKNOWLEDGES THAT THE FEES PAID BY HIM OR HER REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT UCX WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS. USER HEREBY WAIVES ANY AND ALL CLAIMS AGAINST UCX ARISING OUT OF USERS’S PURCHASE OR USE OF THE SERVICES, OR ANY CONDUCT OF UCX’S DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SERVICES OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO OR USE OF THE SERVICES. IN NO EVENT SHALL UCX, OR ANY THIRD PARTY PROVIDER OF ANY COMPONENT OF THE UCXMARKET PLATFORM SERVICES OR OF ANY INFORMATION DELIVERED AS PART OF THE UXCMARKET PLATFORM SERVICES, BE LIABLE TO YOU AND/OR ANY PARTY FOR ANY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES ARISING OUT OF OR RELATED TO THE SERVICES, CONTENT, PRODUCTS, THE USE OR INABILITY TO USE THIS WEBSITE, OR ANY LINKED WEBSITE, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, OR OTHER ECONOMIC LOSSES, LOSS OF PROGRAMS OR OTHER DATA, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, EVEN IF UCX IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING LIABILITY ASSOCIATED WITH ANY VIRUSES WHICH MAY INFECT YOUR COMPUTER EQUIPMENT. SOME JURISDICTIONS LIMIT OR PROHIBIT THE FOREGOING LIMITATIONS, AND IN SUCH JURISDICTIONS THE FOREGOING LIMITATIONS SHALL BE APPLIED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Severability

If any provisions of these Terms of Service is determined to be invalid, superseded, illegal or unenforceable, in whole or in part, the validity, legality or enforceability of any of the remaining provisions or notices shall not in any way be affected or impaired thereby and shall continue in full force and effect.

Governing Law

Any dispute, controversy or claim arising out of or related to the Website or these Terms of Service shall be governed by and interpreted under the laws of the State of Illinois, U.S.A, without regard to the conflict of law’s provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Illinois

Changes to the Terms of Service

UCX reserves the right, in its sole discretion, to change the Terms of Service under which the Websites are offered. The most current version of the Terms of Service will supersede all previous versions. We encourage you to periodically review the Terms of Service to stay informed of our updates.

Contact Us

UCX welcomes your questions or comments regarding these Terms of Service:

Mailing address:

UCX LLC

Willis Tower

233 S. Wacker Dr. Suite 9425

Chicago, IL 60606

Email address: contact@ucxmarket.com

Telephone number: 312-448-6064 ext. 2