TERMS AND CONDITIONS OF USE

Last revised: August 14, 2018

PLEASE READ CAREFULLY THESE TERMS AND CONDITIONS OF USE BEFORE USING THIS WEB SITE OR RECEIVING ANY OF THE SERVICES AVAILABLE ON THIS SITE.

Welcome to the UBITQUITY LLC site Terms of Service. By visiting or using this site, as well as ordering products available displayed on this site, or downloading software from it, you agree to be bound by these terms and conditions. If you do not agree with these terms and the conditions of use written in this document, you may not use our website.

You are granted by UBITQUITY LLC a non-exclusive, non-transferable, limited right to access, use and display pages and graphics contained in this site for your personal use. You agree not to interfere with normal operation of this site in any way through any means including, but not limited to: spamming, ping attack, Denial of Service, Distributed Denial of Service, excessive download, polling, viruses, hacking.

UBITQUITY is owned and operated by UBITQUITY LLC who owns or has the right to use and provide material on this site, including, but not limited to, pictures, documentation, text, data, programs referred to globally as "content". This site is protected by copyright as a collective work and/or compilation under U.S. copyright laws and other international and national laws and conventions. You agree not to copy, modify, or distribute any part of this site without UBITQUITY's permission. You agree not to use any part of this content for derivative work. The content of this site may be downloaded for off-line viewing, but cannot be distributed on-disk without UBITQUITY's permission.

UBITQUITY LLC reserves the right to change content at any time and for any reason. Changes in these terms will be effective as soon as they are posted, and an alert will go out to users when this happens. This site, including all content, services, software and information, is provided on an "as is" and "as available" basis without representation or warranties of any kind, expressed or implied, including but not limited to fitness for a particular purpose, compatibility with specific platforms or free of any defect. UBITQUITY cannot be held liable for the use of any part of the content of this site, its use, impossibility to be used, or inaccuracies.

General provisions

These terms and conditions of use are governed by, and construed in accordance with the laws of the State of Delaware in the United States of America. The sole and exclusive jurisdiction for any action or proceedings arising out of or related to these terms and conditions of use shall be an appropriate court located in Dover county in the State of Delaware and you hereby consent irrevocably to the jurisdiction of such court. These terms of service and conditions of use constitute the entire agreement between you and UBITQUITY LLC. It supersedes any prior written or oral agreements between the parties. If for any reason any portion of these terms of services and conditions of use was not enforceable, the rest of the provisions remain in effect.

Trademarks

Ubitquity™ and One Block At A Time™ are pending registered trademarks of UBITQUITY LLC in both the countries of Canada and The United States of America.

1. Your Acceptance

By accessing or using our website, mobile applications, tokens and wallets (collectively, the "Sites") or Services provided by Ubitquity, LLC ("Ubitquity") that link to these Terms, you agree to be bound by these Terms and all of the terms. If you do not agree to these Terms, you may not access or use the Sites or Services. These Terms govern your access and use of the Sites, and your use of such Services. Note that the Sites and Services are not a guarantee against identity theft or online identity fraud, and are not a substitute for online security software.

These Terms do not alter in any way the terms or conditions of any other agreement you may have with us in respect of any products, services or otherwise. If you are using the Sites or Services on behalf of any entity, you represent and warrant that you are authorized to accept these Terms on such entity's behalf and that such entity agrees to be responsible to us if you or such entity violates these Terms.

Ubitquity reserves the right to change or modify these Terms at any time and in our sole discretion. If we make changes to these Terms, we will provide notice of such changes, such as by providing notice through the Sites or updating the "Last Updated" date at the beginning of these Terms. We encourage you to review the Terms frequently to ensure that you understand the terms and conditions that apply when you access or use the Sites or Services. If you do not agree to the revised Terms, you may not access or use the Sites or Services. If you do not agree to the Terms of Service or the Privacy Policy please stop using our Site and Service immediately. Users of our Service must be 18 years of age or older. If you are under 18 please do not use our Site or Any Services. If you have any questions, please contact us at [email protected].

2. User Conduct

You are responsible for your use of Ubitquity, and for any use of Ubitquity made using your account. You agree that you will not violate any law, contract, intellectual property, or other third party right or commit a tort, and that you are solely responsible for your conduct, while accessing or using the Sites or Services. You agree that you will abide by these Terms and will not:

  • Provide false or misleading information to Ubitquity;
  • Use or attempt to use another user's account without authorization from such user and Ubitquity;
  • Use the Sites or Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Sites or Services, or that could damage, disable, overburden or impair the functioning of the Sites or Services in any manner;
  • Develop, utilize, or disseminate any software, or interact with our API in any manner, that could damage, harm, or impair the Sites or Services;
  • Reverse engineer any aspect of the Sites or Services, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any Content, area or code of the Sites or Services;
  • Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of the Sites or Services that you are not authorized to access;
  • Use any robot, spider, crawler, scraper, script, browser extension, offline reader or other automated interface not authorized by us to access the Sites and Services, extract data or otherwise interfere with or modify the rendering of Site pages or functionality;
  • Use data collected from our Sites and Services to contact individuals, companies, or other persons or entities;
  • Use data collected from our Sites and Services for any direct marketing activity (including without limitation, email marketing, SMS marketing, telemarketing, and direct marketing); or
  • Use the Sites or Service for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.
  • We may suspend or revoke your access if you fail to abide by these rules or at our discretion.

    3. Feedback

    You can submit questions, comments, suggestions, ideas, original or creative materials or other information about Ubitquity, the Sites or the Services (collectively, "Feedback"). Feedback is nonconfidential and shall become the sole property of Ubitquity. Ubitquity shall own exclusive rights, including, without limitation, all intellectual property rights, in and to such Feedback and shall be entitled to the unrestricted use and dissemination of this Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

    Indemnification

    To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Ubitquity, and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the "Ubitquity Parties"), from and against all actual or alleged Ubitquity Party or third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys' fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, "Claims"), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Sites, Content or Services, (b) any Feedback you provide, (c) your violation of these Terms, and (d) your violation of the rights of another. You agree to promptly notify Ubitquity of any third-party Claims and cooperate with the Ubitquity Parties in defending such Claims. You further agree that the UBITQUITY Parties shall have control of the defense or settlement of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities Ubitquity forth in a written agreement between you and Ubitquity.

    Disclaimers

    UBITQUITY MAKES NO WARRANTIES OF ANY KIND. EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY UBITQUITY, THE SERVICES AND THE UBITQUITY CONTENT CONTAINED THEREIN ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. UBITQUITY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE SERVICES AND UBITQUITY CONTENT CONTAINED THEREIN. DUE TO THE NATURE OF THE CRYPTOCURRENCY SPACE, UBITQUITY CANNOT REPRESENT OR WARRANT THAT UBITQUITY CONTENT IS ENTIRELY ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. IF A USER IDENTIFIES ERRONEOUS CONTENT, WE ENCOURAGE THEM TO REPORT IT TO US IMMEDIATELY.

    SOME JURISDICTIONS MAY NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE DISCLAIMERS IN THIS SECTION MAY NOT APPLY TO YOU.

    UBITQUITY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH THIRD-PARTY PRODUCTS, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL UBITQUITY BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, OR COVER DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THIRD PARTY SERVICES OR ANY AMOUNT IN EXCESS OF THE AMOUNT PAID BY YOU FOR THE SERVICE THAT GIVES RISE TO ANY CLAIM.

    We reserve the right to change any and all content and to modify, suspend or stop providing access to the Sites or Services (or any features or functionality of the Sites or Services) at any time without notice and without obligation or liability to you.

    Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier, vendor or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by us. Some jurisdictions do not allow the disclaimer of implied terms in contracts with consumers, so some or all of the disclaimers in this section may not apply to you.

    Limitation of Liability; Release

    TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL UBITQUITY OR ANY OF THE OTHER UBITQUITY PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, LOSS OR DIMINUTION IN VALUE OF UBITQUITY'S OR SECURITIES, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE ACCESS OR USE OF THE SITES OR CONTENT OR THE USE OF ANY SERVICE OR OTHERWISE RELATED TO THESE TERMS (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM UBITQUITY, OR FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OF FILES OR EMAILS, ERRORS, DEFECTS, BUGS, VIRUSES, TROJAN HORSES, DELAYS IN OPERATION OR UBITQUITY's MISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO UBITQUITY’S RECORDS, PROGRAMS OR SYSTEMS), REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), STRICT PRODUCT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE).

    TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF UBITQUITY ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF THE SITES, SERVICES AND MATERIALS OR ANY PRODUCTS OR SERVICES PURCHASED FROM US EXCEED THE AMOUNT OF $1.00 USD PER WALLET. DAMAGES AND RESTITUTION ARE PAYABLE IN USD AS OPPOSED TO CRYPTOCURRENCY.

    Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. Some jurisdictions also limit disclaimers or limitations of liability for personal injury from consumer products, so this limitation may not apply to personal injury claims.

    Modifications to the Sites and Services

    We reserve the right in our sole discretion to modify, suspend, or discontinue, temporarily or permanently, the Sites (or any features or parts thereof) or the provision of the Services at any time and without liability therefor.

    Dispute Resolution; Arbitration

    PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH UBITQUITY LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

    Binding Arbitration

    Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, "Disputes") arising out of or related to a violation of Section 8 or Disputes in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Ubitquity agree (a) to waive your and Ubitquity's respective rights to have any and all Disputes arising from or related to these Terms, or the Sites, Content or Services, resolved in a court, and (b) to waive your and Ubitquity's respective rights to a jury trial. Instead, you and Ubitquity agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).

    No Class Arbitrations, Class Actions or Representative Actions

    You and Ubitquity agrees that any Dispute arising out of or related to these Terms or the Sites, Content or Services is personal to you and Ubitquity and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You and Ubitquity agree that there will be no class arbitration or arbitration in which an individual attempt to resolve a Dispute as a representative of another individual or group of individuals. Further, you and Ubitquity agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

    Federal Arbitration Act

    You and Ubitquity agree that these Terms affect interstate commerce and that the enforceability of this Section shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the "FAA"), to the maximum extent permitted by applicable law.

    Notice; Informal Dispute Resolution

    You and Ubitquity agree that each party will notify the other party in writing of any arbitrable or small claims Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to Ubitquity shall be sent by email to [email protected]. Your notice must include (a) your name, postal address, telephone number, the email address you use or used for your Ubitquity account and, if different, an email address at which you can be contacted, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. Our notice to you will be sent electronically and will include (a) our name, postal address, telephone number and an email address at which we can be contacted with respect to the Dispute, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that we are seeking. If you and Ubitquity cannot agree how to resolve the Dispute within thirty (30) days after the applicable party receives the notice, then either you or Ubitquity may, as appropriate, commence an arbitration proceeding or, to the extent specifically provided for in Section 13.1, file a claim in court.

    Process

    Except for Disputes arising out of or related to a violation of user conduct or Disputes in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Ubitquity agree that any Dispute must be commenced or filed by you or Ubitquity within one (1) year of the date the Dispute arose, otherwise the underlying claim is permanently barred (which means that you and Ubitquity will no longer have the right to assert such claim regarding the Dispute). You and Ubitquity agree that (a) any arbitration will occur in the State of Florida, (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of the Judicial Arbitration and Mediation Services ("JAMS"), which are hereby incorporated by reference, and (c) that the state or federal courts of the State of Florida and the United States, respectively, sitting in the State of Florida, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county of your billing address if the Dispute meets the requirements to be heard in small claims court.

    Authority of Arbitrator

    As limited by the FAA, these Terms and the applicable JAMS rules, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (b) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual's claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

    Rules of JAMS

    The rules of JAMS and additional information about JAMS are available on the JAMS website. By agreeing to be bound by these Terms, you either (a) acknowledge and agree that you have read and understand the rules of JAMS, or (b) waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.

    Severability

    If any term, clause, or provision of this Agreement is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses, and provisions of this Section 15 will remain valid and enforceable. Further, the waivers Ubitquity forth in this Agreement are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.

    Opt-Out Right

    You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted this agreement by writing to Ubitquity.

    Governing Law and Venue

    These Terms, your access to and use of the Sites and your use of the Services shall be governed by and construed and enforced in accordance with the laws of the State of Delaware.

    Termination

    Notwithstanding anything contained in these Terms, we reserve the right, without notice and in our sole discretion, to terminate your right to access or use the Sites and to use the Services, at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us, to the fullest extent permitted by applicable law.

    Severability

    If any term, clause or provision of these Terms is held invalid or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.

    Miscellaneous

    These Terms constitute the entire agreement between you and Ubitquity relating to your access to and use of the Sites and your use of the Services. These Terms, and any rights and licenses granted hereunder, may not be altered or assigned by you without the prior written consent of Ubitquity.

    Questions about these terms can be directed to [email protected]