Terms of Service

Effective: December 6, 2019

These Terms of Service constitute a legally binding agreement between you and Universal Product Company , Inc. (together with its affiliates, “UPC”, “we,” “our” or “us”) governing your use of the UPC Platform (as defined below), our website (the “Site”) and mobile applications (the “Apps”). The related services provided by UPC to potential Suppliers and Retailers (each as defined in Section 1), the Site, and Apps are collectively referred to as the “UPC Platform.”

Any personal data you submit to the UPC Platform or which we collect about you is governed by our Privacy Policy (“Privacy Policy”). A copy of our Privacy Policy is available at https://upc.co/privacy. You acknowledge that by using the UPC Platform you have reviewed the Privacy Policy. The Privacy Policy is incorporated by reference into these Terms of Service and together form and are hereinafter referred to as this “Agreement.”

You acknowledge and agree that, by clicking on the “I agree” or “I accept” button, registering for an account, downloading of an app or any app upgrades, using the app on your mobile device, or accessing or using the platform, you are indicating that you have read, understand and agree to be bound by this agreement, whether or not you have registered with the site or the app. If you do not agree to these Terms of Service, then you have no right to access or use the UPC platform. If you accept or agree to these Terms of Service on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms of Service and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

Please note: this agreement governs how disputes between you and upc can be resolved. It contains a binding and final arbitration provision and class action waiver (section 15). Please read carefully as it affects your legal rights.

1. The UPC Platform Connects Suppliers and Retailers

The UPC Platform is a mobile application-based marketplace which provides personalized recommendations to Retailers regarding what to buy and why, and enables connections between Retailers and wholesale Suppliers. “Retailers” means individuals or businesses that access the UPC Platform to purchase inventory for resale and “Suppliers” are individuals or businesses that use the UPC Platform to list inventory available for purchase (“Inventory”). Retailers and Suppliers together are hereinafter referred to as “Users.”

If a Retailer would like to purchase Inventory listed by a Supplier on the UPC platform, the Retailer may request that the Supplier reserve the Inventory via the UPC Platform. The Retailer and Supplier will then enter into a purchase agreement (“Purchase Agreement”) directly between them, as set forth in more detail in Section 4 below.

Retailers and suppliers are independent businesses and individuals, and not employees, partners, representatives, agents, joint venturers, independent contractors or franchisees of UPC. UPC does not manufacture, source, sell, or supply inventory. Users hereby acknowledge that upc does not supervise, direct, control or monitor suppliers and expressly disclaims any responsibility and liability in connection with the inventory or the provision of the inventory, including but not limited to a warranty or condition of good and workmanlike services, condition of quality, merchantability, fitness for a particular purpose, non-infringement warranty or compliance with any law, regulation, or code.

2. Account, Contact Information, Password, Security, and Mobile Phone Use

You must register and create an account to use the UPC Platform (an “Account”) and as part of that process you will be requested to provide certain information, including without limitation your name, business name, full address, phone number and email address. By using the UPC Platform, you agree to provide true, accurate, current and complete information as prompted by the registration process and to maintain and promptly update the Account information to keep it accurate, current and complete.

The person signing up for the UPC Platform will be the contracting party (“Account Owner”) for the purposes of the Terms of Service and will be the person who is authorized to use any corresponding Account we provide to the Account Owner in connection with the UPC Platform; provided, however, that if you are signing up for the UPC Platform on behalf of your employer, your employer shall be the Account Owner. If you are signing up for the UPC Platform on behalf of your employer, then you represent and warrant that you have the authority to bind your employer to the Terms of Service. As the Account Owner, you are solely responsible for complying with the Terms of Service and only you are entitled to all benefits accruing thereto. You are solely and fully responsible for all activities that occur under your password or Account, even if not authorized by you. You are responsible for maintaining the confidentiality of any log-in, password, and account information provided by you or given to you by UPC for accessing the UPC Platform. You must immediately notify us of any unauthorized use of your password or identification or any other breach or threatened breach of our security or the security of your Account. Your Account is not transferable to any other person or account.

By providing us with your email address, you agree to receive all required notices electronically, to that email address. From time to time, UPC may will use this email address to send you notifications about product updates and improvements, company news and events, and updates from our community.

By providing your phone number and using the UPC Platform, you hereby affirmatively consent to UPC’s use of your mobile phone number for calls and recurring texts (including with an autodialer and/or prerecorded voice) in order to (a) perform and improve upon the UPC Platform, and (b) provide you with information and reminders regarding your registration, account, changes and updates, service outages or alterations. UPC will not assess any charges for calls or texts, but standard message, data or other charges from your wireless carrier may apply. You may opt-out of receiving texts messages from us by modifying your account settings on the Site or Apps, texting “STOP” in response to any texts, or by emailing hello@upc.co and specifying you want to opt-out of texts. You may opt-out of receiving calls from us by stating that you no longer wish to receive calls during any call with us, or by emailing hello@upc.co and specifying you want to opt-out of calls. You understand that we may send you a text confirming any opt-out by you.

3. User Vetting and User Representations and Warranties
User Vetting

In UPC’s sole discretion, Users may be subject to a vetting process before and during their use of the UPC Platform, including but not limited to a verification of the User’s retail business or wholesale supply business (“Identity Checks”). Although UPC may perform Identity Checks, UPC is not required to do so and cannot confirm that each User is who they claim to be. UPC cannot and does not assume any responsibility for the accuracy or reliability of Identity Check information or any information provided through the UPC Platform. UPC has discretion to include or exclude potential Users based off of vetting process results.

When interacting with other Users, you should exercise caution and common sense to protect your personal safety, business data, and property, just as you would when interacting with other persons whom you don’t know. UPC will not be liable for any false or misleading statements made by Users of the UPC Platform. Neither UPC nor its affiliates, including their respective directors, officers, shareholders, agents, investors, subsidiaries, attorneys, representatives, licensors, insurers, employees, successors and assigns (hereinafter referred to collectively as “UPC and affiliates”) is responsible for the conduct, acts, or omissions, whether online or offline, of any user of the UPC platform and you hereby release upc and affiliates from any and all liability, claims, demands, or damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with the UPC platform.

User Representations and Warranties

You represent and warrant that: (i) you are 18 years of age or older or are at least of the legally required age in the jurisdiction in which you reside, and are otherwise capable of entering into binding contracts, and (ii) you have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement, and that you will so abide. Where you enter into this Agreement on behalf of a company or other organization, you represent and warrant that you have authority to act on behalf of that entity and to bind that entity to this Agreement.

You further represent and warrant that you have read, understand, and agree to be bound by these Terms of Service and the Privacy Policy in order to access and use the UPC Platform. You hereby warrant and represent that you will respect the privacy, property and data protection rights of Users, and that you will not contact any User for any other purposes that are unrelated to the Inventory or a Purchase Agreement. You further represent and warrant that you will fulfill the commitments you make to other Users, including paying/receiving payments and delivering Inventory on the terms agreed upon in a Purchase agreement between the Supplier and Retailer. You also represent and warrant that you will act professionally and responsibly in your interactions with other Users. You further represent and warrant that when using or accessing the UPC Platform, you will act in accordance with any applicable local, state, or federal law or custom and in good faith.

You hereby warrant and represent that, other than as fully and promptly disclosed to UPC as set forth below, you do not have any motivation, status, or interest which UPC may reasonably wish to know about in connection with the UPC Platform, including without limitation, if you are using or will or intend to use the UPC Platform for any journalistic, investigative, or unlawful purpose. You hereby warrant and represent that you will promptly disclose to UPC in writing any such motivation, status or interest, whether existing prior to registration or as arises during your use of the UPC Platform.

By registering or using the UPC Platform to offer, post, or sale Inventory, as a Supplier, you represent and warrant that you will provide accurate and complete product information for all Inventory that you offer through the UPC Platform, and that you will promptly update that information as necessary to ensure at all times that Inventory descriptions remain accurate and complete. You represent and warrant that the Inventory you offer complies with all applicable laws, including all labeling requirements, do not contain any defamatory or obscene materials, and do not infringe or misappropriate any third party intellectual property rights.

4. Contract between Suppliers and Retailers; Terms of Sale
Purchase Agreement

You acknowledge and agree that a legally binding contract is formed when you agree on the terms of a Purchase Agreement with another User. Retailer and Supplier are responsible for abiding by contract formation laws and requirements and have complete discretion both with regard to whether to enter into a written Purchase Agreement with each other and with regard to the terms of any Purchase Agreement, provided that any such agreements do not conflict with, narrow, or expand UPC’s rights and obligations under this Agreement and provided that such agreements abide by required law.

The Purchase Agreement is a contractual relationship directly between the Supplier and Retailer and you agree that UPC is not a party to any Purchase Agreement and the formation of a Purchase Agreement will not, under any circumstance, create an employment or other service relationship between UPC and the Retailer or Supplier. UPC’s role is restricted solely limited to providing a marketplace where Suppliers can offer and Retailers may view Inventory available for sale, to facilitate the communications between the Supplier and the Retailer. UPC disclaims any other agency or authority to act on behalf of the Supplier or the Retailer, and assumes no liability or responsibility for any acts or omissions of the Supplier or the Retailer, either within or outside of the UPC Platform.

Terms of Sale

The Retailer shall pay the Supplier directly for Inventory purchased in accordance with the terms of the Purchase Agreement. Each User agrees to comply with the Purchase Agreement and this Agreement. The Users agree to notify UPC of any disputes prior to negotiation of or filing of any claims and to negotiate any dispute informally for at least thirty (30) days before initiating any proceeding. UPC reserves the right to suspend or terminate any account pending the resolution of any dispute.

You understand that you are not buying directly from UPC, but from the Supplier, an independent party. UPC does not manufacture, store or inspect the Inventory and does not warrant that the quality of such products or other material purchased or obtained by you will meet your expectations. Any legal claim related to a Product you purchase must be brought directly against the Supplier. You release UPC from any claims related to the Inventory you purchased, including for defective items, misrepresentations by the Supplier, or items that caused physical injury (like product liability claims).

All orders are subject to availability and all prices advertised are subject to such changes. The Suppliers reserve the right to refuse any order or other request made by another User. The Retailer will receive a confirmation email from the Supplier if the order is accepted. A Purchase Contract between a Supplier and a Retailer will not be formed until the Supplier sends the email confirmation.

By placing a Product on the UPC Platform, the Supplier certify that they have provided accurate item descriptions, returns and shipping policies to the Retailer. However, typographical errors, inaccuracies or omissions relating to Inventory descriptions, pricing, offers, shipping charges, transit times and availability may occur. UPC undertakes no obligation to update, amend or clarify information in the UPC Platform or on any related website, including without limitation, pricing information, except as required by law. UPC is not responsible if information on the UPC Platform is not accurate, complete or current. Any reliance on the Inventory information is at your own risk.

5. Paid Services; Billing and Payment

Certain aspects of the UPC Platform are, or may in the future be, provided for a fee or other charge. In the event you choose to use paid aspects of the UPC Platform (e.g., if you decide to purchase premium features), you agree to the pricing, payment and billing policies applicable to such fees and charges, as posted on the Site or in the Apps. All fees and applicable taxes, if any, are payable in United States dollars.

The term of your service package for the UPC platform is set forth in your Account. If your selected service package requires a recurring subscription fee, your service package will automatically renew, unless we terminate it or you cancel the subscription under your Account or notify us by email at hello@upc.co of your decision to terminate. You must cancel any automatically renewing service package before it renews in order to avoid billing of subscription fees for the renewal term. All fees and charges are nonrefundable and there are no refunds or credits for partially used periods.

UPC processes your payments using third-party service providers such as Stripe (each a “Payment Service Provider”). Users will be required to provide their credit card or bank account details to such Payment Service Provider. You agree and acknowledge that we are bound by such Payment Service Provider’s terms and conditions, and you also agree to be bound by the Payment Service Provider’s terms and conditions and privacy policy to the extent applicable.

6. Mobile App Updates and Upgrades

By installing one of the Apps, you consent to the installation of the App and any updates or upgrades that are released through the UPC Platform. The App (including any updates or upgrades) may (i) cause your device to automatically communicate with UPC’s servers to deliver the App functionality and to record usage metrics, (ii) affect App-related preferences or data stored your device, and (iii) collect personal information as set out in our Privacy Policy, including location information. You can uninstall the App at any time.

7. Termination and Suspension

UPC, at its sole discretion, may terminate or limit your right to use the UPC Platform in the event that we are investigating or believe that you have breached any provision of this Agreement or if we believe that you have acted in bad faith in connection with a Purchase Agreement, by providing you with written or email notice. Such termination or limitation will be effective immediately upon delivery of such notice. If UPC terminates or limits your right to use the UPC Platform pursuant to this Section 7, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party.

Even after your right to use the UPC Platform is terminated or limited, this Agreement will remain enforceable against you. UPC reserves the right to take appropriate legal action, including but not limited to pursuing arbitration in accordance with Section 15 of this Agreement.

UPC reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the UPC Platform at its sole discretion. UPC is not liable to you for any modification or discontinuance of all or any portion of the UPC Platform. UPC has the right to restrict anyone from completing registration as a Supplier or Retailer if UPC believes such person may threaten the safety and integrity of the UPC Platform, or if, in UPC’s discretion, such restriction is necessary to address any other reasonable business concern.

You may terminate this Agreement via the Site, the Apps, or by emailing us at hello@upc.co at any time without refund for any fees paid to UPC prior to your account termination. Terminating your account may take 48-72 hours from the time that we receive your request.

All parts of this Agreement which by their nature should survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.

8. User Generated Content

“User Generated Content” is defined as any content, information, and materials that may be textual, audio, or visual that you provide, submit, upload, publish, or make otherwise available to the UPC Platform and its Users, including without limitation, images and Inventory descriptions provided by a Supplier (“Inventory Descriptions”). You are solely responsible for your User Generated Content. You acknowledge and agree that UPC:

  • Disclaims any responsibility for User Generated Content.
  • Cannot be liable for claims arising out of or relating to User Generated Content.
  • Is not obligated to monitor, review, or remove User Generated Content, but reserves the right to limit or remove User Generated Content on the UPC Platform at its sole discretion.

You hereby represent and warrant to UPC that your User Generated Content (i) will not be false, inaccurate, incomplete or misleading; (ii) will not infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary right or rights of publicity, personality or privacy; (iii) will not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, false advertising, anti-spam or privacy); (iv) will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing; (v) will not be obscene or contain pornography (including but not limited to child pornography) or be harmful to minors; (vi) will not contain any viruses, Trojan Horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (vii) will not represent you being employed or directly engaged by or affiliated with UPC or purport you to act as a representative or agent of UPC; and (viii) will not create liability for UPC or cause UPC to lose (in whole or in part) the services of its ISPs or other partners or suppliers.

You hereby grant UPC a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise all copyrights, publicity rights, and any other rights you have in your User Generated Content, in any media now known or not currently known in order to perform and improve upon the UPC Platform. You acknowledge that UPC may, in its sole discretion, modify, revise, and supplement Inventory Descriptions with additional product information related to the Inventory.

9. Links to Third-Party Websites

The UPC Platform may contain links (such as hyperlinks) to third-party websites. Such links do not constitute endorsement by UPC or association with those websites, their content or their operators. Such links (including without limitation external websites that are framed by the UPC Platform as well as any advertisements displayed in connection therewith) are provided as an information service, for reference and convenience only. UPC does not control any such websites, and is not responsible for their (i) availability or accuracy, or (ii) content, advertising, products, or services. It is your responsibility to evaluate the content and usefulness of the information obtained from other websites. You acknowledge and agree that UPC is not involved in the creation or development of third-party websites and disclaims any responsibility for third-party websites, and cannot be liable for claims arising out of or relating to third-party websites. Further, you acknowledge and agree that UPC has no obligation to monitor, review, or remove links to third-party websites, but reserves the right to limit or remove links to third-party websites on the UPC Platform at its sole discretion.

The use of any website controlled, owned or operated by third parties is governed by the terms and conditions of use and privacy policies for those websites. You access such third-party websites at your own risk. UPC expressly disclaims any liability arising in connection with your use and/or viewing of any websites or other material associated with links that may appear on the UPC Platform. You hereby agree to hold UPC harmless from any liability that may result from the use of links that may appear on the UPC Platform.

As part of the functionality of the UPC Platform, you may link your account with online accounts you may have with third party service providers (such as LinkedIn) (each such account, a “Third-Party Account”) by either: (i) providing your Third-Party Account login information through the UPC Platform; or (ii) allowing UPC to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to UPC and/or grant UPC access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating UPC to pay any fees or making UPC subject to any usage limitations imposed by such third-party service providers. By granting UPC access to any Third-Party Accounts, you understand that (1) UPC may access, make available and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “Third-Party Account Content”) so that it is available on and through the UPC Platform via your account, including without limitation any friend lists, and (2) UPC may submit and receive additional information to your Third-Party Account to the extent you are notified of this when you link your account with the Third-Party Account. Unless otherwise specified in these Terms of Service, all Third-Party Account Content, if any, shall be considered to be User Generated Content. Depending on the Third-Party Accounts you choose, and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the UPC Platform. Please note that if a Third-Party Account or associated service becomes unavailable or UPC’s access to such Third-Party Account is terminated by the third-party service provider, then Third-Party Account Content may no longer be available on and through the UPC Platform. You will have the ability to disable the connection between your account on the UPC Platform and your Third-Party Accounts at any time, as set forth below. Please note that your relationship with the third-party providers associated with your third-party accounts is governed solely by your agreement(s) with such third-party providers. UPC makes no effort to review any Third-Party Account Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and UPC is not responsible for any Third-Party Account Content.

10. Intellectual Property Rights

All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, trademarks, logos, typefaces and other content (collectively “Proprietary Material”) that Users see or read through the UPC Platform is owned by UPC, excluding User Generated Content, which Users hereby grant UPC a license to use. Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. UPC owns all Proprietary Material, as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials as a Collective Work under the United States Copyright Act, as amended. The Proprietary Material is protected by the domestic and international laws governing copyright, patents, and other proprietary rights. Users may not copy, download, use, redesign, reconfigure, or retransmit anything from the UPC Platform without UPC’s express prior written consent and, if applicable, the holder of the rights to the User Generated Content.

Any use of such Proprietary Material, other than as permitted therein, is expressly prohibited without the prior permission of UPC and, if applicable, the holder of the rights to the User Generated Content. The service marks and trademarks of UPC, including without limitation UPC and UPC logos, are service marks owned by UPC. Any other trademarks, service marks, logos and/or trade names appearing via the UPC Platform are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.

Additionally, you may choose to or we may invite you to submit comments, ideas, or feedback about the UPC Platform, including without limitation about how to improve our services or our products (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited, and without restriction and will not place UPC under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, UPC does not waive any rights to use similar or related Feedback previously known to UPC, developed by its employees, or obtained from sources other than you. You acknowledge that all email and other correspondence that you submit to us shall become our sole and exclusive property.

Subject to the terms and conditions hereof, you are hereby granted a limited, nonexclusive, nontransferable, freely revocable, license to access and use the UPC Platform. We may terminate this license at any time for any reason or no reason. The UPC Platform and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, reports generated by the UPC Platform, and copyrights (the “UPC Content”), and all Intellectual Property Rights (as defined below) related thereto, are the exclusive property of UPC or, as applicable, its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, publicly distribute, publicly transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the UPC Platform. Use of the UPC Content or materials on the UPC Platform for any purpose not expressly permitted by this Agreement is strictly prohibited. For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

Your use of the UPC Platform and the relating licenses granted hereunder are also conditioned upon your strict adherence to the letter and spirit of the various applicable guidelines and any end user licenses associated with your use of the Apps. UPC may modify such guidelines in its sole discretion at any time. UPC reserves the right to terminate your account and access to the UPC Platform if it determines that you have violated any such applicable guidelines.

11. Copyright Complaints and Copyright Agent

UPC respects the intellectual property of others, and expects Users to do the same. If you believe, in good faith, that any materials provided on or in connection with the UPC Platform infringe upon your copyright or other intellectual property right, please send the following information to UPC’s Copyright Agent at hello@upc.co:

  • A description of the copyrighted work that you claim has been infringed, including the URL (Internet address) or other specific location on the UPC Platform where the material you claim is infringed is located. Include enough information to allow UPC to locate the material, and explain why you think an infringement has taken place;
  • A description of the location where the original or an authorized copy of the copyrighted work exists -- for example, the URL (Internet address) where it is posted or the name of the book in which it has been published;
  • Your address, telephone number, and e-mail address;
  • A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
  • A statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and
  • An electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
12. Confidential Information

You acknowledge that Confidential Information (as defined below) is a valuable, special and unique asset of UPC and agree that you will not disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than using the UPC Platform in accordance with these Terms of Service. If relevant, you may disclose the Confidential Information to your authorized employees and agents provided that they are also bound to maintain the confidentiality of Confidential Information. You shall promptly notify UPC in writing of any circumstances that may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer or use. You shall return all originals and any copies of any and all materials containing Confidential Information to UPC upon termination of this Agreement for any reason whatsoever.

The term “Confidential Information” shall mean any and all of UPC’s trade secrets, confidential and proprietary information, and all other information and data of UPC that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, strategic and other proprietary and confidential information relating to UPC or UPC’s business, operations or properties, including information about UPC’s staff, Users or partners, or other business information disclosed directly or indirectly in writing, orally or by drawings or observation.

13. Disclaimer of Warranties and Limitations of Liability

The UPC platform is provided on an “as is” basis without warranties or conditions of any kind, either express or implied, including, but not limited to, warranties or conditions of merchantability, fitness for a particular purpose, and non-infringement. UPC makes no warranties or representations about the accuracy or completeness of the content provided through the UPC platform or the content of any sites linked to the UPC platform and assumes no liability or responsibility in contract, warranty or in tort for any (i) errors, mistakes, or inaccuracies of content, (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the upc platform, (iii) any access to or use of our secure servers and/or any and all personal information and/or financial information stored therein; and (iv) events beyond our reasonable control.

UPC does not warrant, endorse, guarantee or assume responsibility for any product or service advertised.

Under no circumstances will UPC and affiliates or their corporate partners be liable for any direct, indirect, incidental, actual, consequential, economic, special or exemplary damages (including but not limited to lost profits, loss of data, loss of goodwill, service interruption, computer damage, system failure, failure to store any information or other content maintained or transmitted by UPC, or the cost of substitute products or services) arising in connection with your use of or inability to use the upc platform, even if advised of the possibility of the same. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations may not apply to you in their entirety.

If, notwithstanding the foregoing exclusions, it is determined that UPC and affiliates or their corporate partners are liable for damages, in no event will the aggregate liability, whether arising in contract, tort, strict liability or otherwise, exceed the lower of (i) the total fees paid by you to upc during the six (6) months prior to the time such claim arose or (ii) one hundred dollars (USD$100), to the extent permitted by applicable law.

14. Indemnification

You hereby agree to indemnify, defend, and hold harmless UPC and Affiliates, and their attorneys, insurers, independent contractors, providers, successors and assigns (the “Indemnified Parties”) from and against any and all Liabilities incurred in connection with (i) your use or inability to use the UPC Platform, or (ii) your breach or violation of this Agreement; (iii) your violation of any law, or the rights of any User or third party and (iv) any content submitted by you or using your account to the UPC Platform, including, but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful. You also agree to indemnify the Indemnified Parties for any Liabilities resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or loan on our infrastructure. UPC reserves the right, in its own sole discretion, to assume the exclusive defense and control at its own expense of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the prior written consent of UPC.

15. Dispute Resolution – Arbitration & Class Action Waiver

Please read this section carefully — it affects your legal rights and governs how you and upc can bring claims against each other. This section will, with limited exception, require you and UPC to submit claims against each other to binding and final arbitration on an individual basis.

If you have a dispute with UPC, you agree to contact us at hello@upc.co to attempt to resolve the issue informally first. If we are not able to resolve the dispute informally, then this section will govern any legal dispute that relates to the UPC Platform or involves our Services.

Binding Arbitration

You and UPC agree that any dispute, claim or controversy arising out of or relating to this Agreement or to your use of the UPC Platform (collectively “Disputes”) will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. This means that you and UPC both agree to waive the right to a trial by jury. Notwithstanding the foregoing, you may bring a claim against UPC in “small claims” court, instead of by arbitration, but only if the claim is eligible under the rules of the small claims court and is brought in an individual, non-class, and non-representative basis, and only for so long as it remains in the small claims court and in an individual, non-class, and non-representative basis.

Class Action Waiver

You and UPC agree that any proceedings to resolve Disputes will be conducted on an individual basis and not in a class, consolidated, or representative action. This means that you and UPC both agree to waive the right to participate as a plaintiff as a class member in any class action proceeding. Further, unless you and UPC agree otherwise in writing, the arbitrator in any Dispute may not consolidate more than one person’s claims and may not preside over any form of class action proceeding.

Arbitration Administration and Rules

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. The AAA Rules are available at https://www.adr.org or by calling the AAA at 1-800-778-7879.

Arbitration Process

A party who desires to initiate the arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of New York and will be selected by the parties from the AAA’s roster of arbitrators with relevant experience. If the parties are unable to agree upon an arbitrator within seven days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with AAA Rules.

Arbitration Location and Procedure

Unless you and UPC agree otherwise, the seat of the arbitration shall be in New York, New York. If your claim does not exceed USD$10,000, then the arbitration will be conducted solely on the basis of documents you and UPC submit to the arbitrator, unless you request a hearing and the arbitrator then determines that a hearing is necessary. If your claim exceeds USD$10,000, your right to a hearing will be determined by AAA Rules. Subject to AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. Hearings may be conducted by telephone or video conference, if requested and agreed to by the parties.

Arbitrator’s Decision and Governing Law

The arbitrator shall apply New York law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized by law. The arbitrator will render an award within the timeframe specified in the AAA Rules. Judgment on the arbitration may be entered in any court having jurisdiction thereof. Any award of damages by an arbitrator must be consistent with the “Disclaimers of Warranties and Limitations of Liability” section above. The arbitrator may award declaratory or injunctive relief in favor of the claimant only to the extent necessary to provide relief warranted by the claimant’s individual claim.

Fees

Each party’s responsibility to pay the arbitration filing, administrative and arbitrator fees will depend on the circumstances of the arbitration and are set forth in the AAA Rules.

16. Governing Law

Except as provided in Section 15 or expressly provided otherwise, this Agreement and your use of the UPC Platform will be governed by, and will be construed under, the laws of the State of New York, without regard to choice of law principles. This choice of law provision is only intended to specify the use of New York law to interpret this Agreement.

17. No Agency; No Employment

No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement.

18. General Provisions

Failure by UPC to enforce any provision(s) of this Agreement will not be construed as a waiver of any provision or right. This Agreement constitutes the complete and exclusive agreement between you and UPC with respect to its subject matter, and supersedes and governs any and all prior agreements or communications. The provisions of this Agreement are intended to be interpreted in a manner which makes them valid, legal, and enforceable. Except for the “Class Action Waiver” in Section 15, in the event any provision is found to be partially or wholly invalid, illegal or unenforceable, (i) such provision shall be modified or restructured to the extent and in the manner necessary to render it valid, legal, and enforceable or, (ii) if such provision cannot be so modified or restructured, it shall be excised from the Agreement without affecting the validity, legality or enforceability of any of the remaining provisions. This Agreement may not be assigned or transferred by you without our prior written approval. We may assign or transfer this Agreement without your consent, including but not limited to assignments: (1) to a parent or subsidiary, (2) to an acquirer of assets, or (3) to any other successor or acquirer. Any assignment in violation of this Section 18 shall be null and void. This Agreement will inure to the benefit of UPC, its successors and assigns.

19. Changes to this Agreement and the UPC Platform

UPC reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement, suspend, discontinue, or delete any of the terms and conditions of this Agreement (including the Terms of Service and Privacy Policy) and review, improve, modify or discontinue, temporarily or permanently, the UPC Platform or any content or information through the UPC Platform at any time, effective with or without prior notice and without any liability to UPC. UPC will endeavor to notify you of material changes by email, but will not be liable for any failure to do so. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must terminate, and immediately stop using, the UPC Platform. Your continued use of the UPC Platform following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes. UPC may also impose limits on certain features or restrict your access to part or all of the UPC Platform without notice or liability.

20. No Rights of Third Parties

None of the terms of this Agreement are enforceable by any persons who are not a party to this Agreement.

21. Notices and Consent to Receive Notices Electronically

You consent to receive any agreements, notices, disclosures and other communications (collectively, “Notices”) to which this Agreement refers electronically including without limitation by e-mail or by posting Notices on this Site. You agree that all Notices that we provide to you electronically satisfy any legal requirement that such communications be in writing. Unless otherwise specified in this Agreement, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next day delivery by a recognized overnight delivery service.

22. Contacting Us

If you have any questions about these Terms of Service or about the UPC Platform, please contact us by email at hello@upc.co or by mail to 954 Lexington Ave, #332, New York, NY 10021.