Terms & Conditions


THANK YOU FOR VISITING OUR WEB SITE. PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF WEB SITE USE (THE "TERMS AND CONDITIONS") CAREFULLY BEFORE ACCESSING OR USING THE WEBSITE AS THEY REPRESENT A BINDING AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) and THE COMPANY (TOGETHER WITH ITS AFFILIATES AND SUBSIDIARIES, THE "COMPANY" OR "WE") AND GOVERN YOUR USE OF OUR WEBSITE TOGETHER WITH ALL OF THE INFORMATION AND MATERIALS AVAILABLE ON SUCH WEB SITE (COLLECTIVELY THE "WEBSITE"). BY ACCESSING THE WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS AS OUTLINED IN THIS AGREEMENT. IF YOU HAVE NOT READ, DO NOT UNDERSTAND, OR DO NOT AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, PLEASE DISCONTINUE USE OF THE WEBSITE IMMEDIATELY. THE COMPANY RESERVES THE RIGHT TO, IN ITS SOLE DISCRETION, TO CHANGE THESE TERMS AND CONDITIONS FROM TIME TO TIME AT ITS SOLE DISCRETION AND WITHOUT NOTICE.

LINKS TO THIRD PARTY SITES

The Website may contain links to third-party websites that are not under our control or operation. We provide any such links only as a convenience and in providing them the Company is in no way acting as a publisher or disseminator of the material contained. In addition, we are not responsible for the contents of any linked site or any third-party site linked to a linked site, or for any changes or updates to any such sites. The inclusion of any link does not imply our affiliation with, or our endorsement or adoption of, the linked site, that party or its product(s) or service(s), any third-party site linked to that site, or any information contained on any such sites. and does not mean that the Company is legally authorized to use any trademark, trade name, logo or copyrighted symbol that may be reflected in the link or the description of the link to such other sites. You may provide hyperlinks to the home page of this Website provided you do not remove or obscure, by framing or otherwise, the advertising, trademarks, copyright notice or other notices on this Website. the Company does not allow pop-up ads of any kind on the Website; however, you may experience such advertising while accessing the Website as a result of programs generated by third parties with whom the Company has no relationship.

YOUR RIGHT TO USE THE WEBSITE

Provided that you accept and comply with the Terms and Conditions, you have the limited right to access and use the Website to view the various materials, including information, documents and other content on the Website and to copy, download or print a single copy of any of the information and materials available on it, solely for your personal non-commercial use or your internal informational use in business and not for resale or distribution to anyone else, provided that you reproduce all of the Companys proprietary markings on each copy of reproduced material. You may also upload "User Content" (as that term is defined later in these Terms and Conditions), to the Website, however, you are prohibited from sending the Company or any other user of the Website any unlawful, threatening, libelous, defamatory, obscene, pornographic, or any other communications that would violate any law or the rights of others under applicable law. You are solely responsible for the legality of your own communications. the Company shall have the right, but not the obligation, to review your communications to ensure that they comply with the Terms and Conditions and any applicable laws or regulations. Except as expressly permitted by us in writing, you may not copy, reproduce, download, upload, post, transmit, translate, modify, distribute, sell, rent, license, transfer, mirror, frame or create derivative works of the Website, in whole or in part, in any form or by any means. In particular, the use of any of such information on any other web site or in a networked computer environment for any purpose is prohibited and the foregoing authorization does not apply with respect to the design or layout of the Website.

When accessing, browsing or using the Website, you agree to provide accurate information as required by the Website and/or your company/organization for record-keeping purposes. You also agree to update such information, to the extent necessary, from time to time.

The Company reserves the right to alter, change or remove information on the Website from time to time at its sole discretion and without prior notice.

The Company reserves the right to restrict, suspend or terminate your access to all or part of the Website at any time and for any reason; however, the Company assumes no obligation to do so. The provisions of these Terms And Conditions concerning the ongoing interests of the parties shall continue and survive in full force and effect following any such termination.

OWNERSHIP OF MATERIALS ON THE SITE

The Website and all content provided on the Website are protected by copyright, trademark and other intellectual property and proprietary rights laws, and are owned, controlled, and/or licensed by the Company and/or its affiliates and related companies. In particular, we own a copyright in the Website as a collective work and/or compilation, and in the selection, coordination and arrangement of the information and materials available on the Website. Nothing contained on the Website should be considered as granting, by implication, estoppel, custom, usage or otherwise, any licence or right to use any trademarks, logos, or other names, including, but not limited to, those identifying the Company and/or its affiliates and related companies or their respective products and services displayed on the Website, without the express written consent of the Company or such third party that may own such trade-marks, logos and other names displayed on the Website. Accordingly, unauthorized use or reproduction of the Website may violate copyright laws, trademark laws, laws pertaining to privacy or publicity rights, or other laws or regulations. However, despite the foregoing, we do not claim any ownership rights in the text, files, images, photos, video, works of authorship, applications, or any other materials (collectively, "User Content") that you post on the Website. After posting User Content to the Website, users retain any such rights that they may have in User Content, subject to the limited license herein. By displaying or publishing ("posting") User Content on the Website, users grant to the Company a limited license to use, modify, delete from, add to, publicly perform, publicly display, reproduce, and distribute such content solely on or through the Website in any media formats and through any media channels. This limited license does not grant the Company the right to sell or otherwise distribute User Content outside of the Website. After User Content is removed from the Website we will cease distribution as soon as practicable, and at such time when distribution ceases, the license will terminate.

The license granted by users to the Company in respect of User Content is non-exclusive, fully-paid, royalty-free, sub-licensable and worldwide.

The trademarks and/or service marks of the Company and others used on the Website are the property of the Company or their respective owners. You may not use any trademark displayed on the Website without the prior written consent of the Company or the respective owner.

DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY

The Website and the products and services referenced in it are provided on an "as is" and "as available" basis without warranties or conditions of any kind, either express, statutory, oral or implied, including but not limited to, non-infringement or freedom from defect other than those warranties and conditions which are imposed by and incapable of exclusion, restriction or modification under the laws applicable to these Terms and Conditions. We do not guarantee that you will have continuous, uninterrupted, or secure access to the Website, or that the Website will be error-free, or that defects, if any, will be corrected, or that the Website is free of viruses or other harmful components. We do not make any representations or warranties about the accuracy, reliability, currency, completeness, quality, performance, timeliness or suitability of the Website or the information on the Website. Where information on the Website is based on content from third parties, the Company is not responsible for such content. In particular, you acknowledge that there may be interruptions in service due to inherent limitations of the Internet, system upgrades, system maintenance and system configuration and that the Company assumes no liability for any loss, damage or expense from interruptions in service due to any of the foregoing factors. Furthermore while reasonable efforts are made to ensure that all information provided at the Website does not contain computer viruses, you should take reasonable and appropriate precautions to scan for computer viruses and should ensure that you have a complete and current backup of the applicable items of information contained on your computer system. Your use of (or inability to use) the Website is at your own risk. You agree that your sole remedy in the event of any problem with the Website is to cease using the Website. In no event shall the Company, its affiliates and related companies, and each of their respective directors, officers, employees, consultants and agents be liable for any loss or injury or any damages, either direct, indirect, punitive, special, incidental, consequential or otherwise, resulting from, or in any way connected to, the use of the Website, or any links to other sites made available on the Website or the content contained on such site(s), in each case regardless of whether such damages are based on warranty, contract, tort (including negligence), strict liability products liability or other theories of liability, even if the Company or its subsidiary or affiliate has been advised of the possibility or likelihood of such damages occurring.

Some jurisdictions do not allow the exclusion of implied warranties or conditions or limitation of consequential or incidental damages, so portions of the above-referenced exclusions or limitations may not directly apply to you. You acknowledge that the provisions of these Terms and Conditions allocate the risks between the Company and you and that the Companys pricing reflects the allocation of risk and limitation of liability specified in this section. You hereby waive any and all claims against the Company, its affiliates and related companies, and each of their respective directors, officers, employees, consultants and agents arising out of your use of, or inability to use the Website or any links to other sites made available on the Website or the content contained on such site(s).

INDEMNIFICATION

You hereby indemnify the Company and undertake to keep the Company indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by the Company to a third party in settlement of a claim or dispute on the advice of the Companys legal advisers) incurred or suffered by the Company arising out of any breach by you of any provision of these Terms and Conditions, or arising out of any claim that you have breached any provision of these Terms and Conditions.

Materials Provided to https://www.ugig.app or Posted on Any Ugig Web Page

Ugig does not claim ownership of the materials you provide to https://www.ugig.app (including feedback and suggestions) or post, upload, input or submit to any Ugig Site or our associated services (collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting your Submission you are granting Ugig, our affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.

No compensation will be paid with respect to the use of your Submission, as provided herein. Ugig is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in Ugig's sole discretion.

By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

International Users

The Service is controlled, operated and administered by Ugig from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the Ugig Content accessed through https://www.ugig.app in any country or in any manner prohibited by any applicable laws, restrictions or regulations.

Indemnification

You agree to indemnify, defend and hold harmless Ugig, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney's fees) relating to or arising out of your use of or inability to use the Site or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. Ugig 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 Ugig in asserting any available defenses.

Arbitration

In the event the parties are not able to resolve any dispute between them arising out of or concerning these Terms and Conditions, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the American Arbitration Association, or a similar arbitration service selected by the parties, in a location mutually agreed upon by the parties. The arbitrator's award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns these Terms and Conditions, the prevailing party shall be entitled to recover its costs and reasonable attorney's fees. The parties agree to arbitrate all disputes and claims in regards to these Terms and Conditions or any disputes arising as a result of these Terms and Conditions, whether directly or indirectly, including Tort claims that are a result of these Terms and Conditions. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the Arbitrator. This arbitration provision shall survive the termination of these Terms and Conditions.

Class Action Waiver

Any arbitration under these Terms and Conditions will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both you and Ugig agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

Liability Disclaimer

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. UGIG RESEARCH, INC. AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME. UGIG RESEARCH, INC. AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. UGIG RESEARCH, INC. AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL UGIG RESEARCH, INC. AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF UGIG RESEARCH, INC. OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

Termination/Access Restriction

Ugig reserves the right, in its sole discretion, to terminate your access to the Site and the related services or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the State of California and you hereby consent to the exclusive jurisdiction and venue of courts in California in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Ugig as a result of this agreement or use of the Site. Ugig's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Ugig's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Ugig with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Ugig with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Ugig with respect to the Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.

Changes to Terms

Ugig reserves the right, in its sole discretion, to change the Terms under which https://www.ugig.app is offered. The most current version of the Terms will supersede all previous versions. Ugig encourages you to periodically review the Terms to stay informed of our updates.

Contact Us

Ugig welcomes your questions or comments regarding the Terms:

Ugig Research, Inc.
45 Spyglass Hill
Oakland, California 94618