Terms and Conditions of Use
TERMS AND CONDITIONS OF USE
These Terms and Conditions of Use are effective from 2 December 2021.
Please read these terms and conditions carefully before using the Site.
1. INTRODUCTION
These are terms and conditions of use of the website available at https://ucliq.com/ (“Site”) and the performance marketing software solution offered through it (“Software” and “Terms and Conditions of Use”). The Site is operated by uCliq s.r.o., ID No.: 27432874, with its registered seat at Pražská 636, 252 41 Dolní Břežany, Czech Republic, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, Insert 112383 (“UCLIQ”). These Terms and Conditions of Use are binding and must be followed by each person using the Site irrespective of whether the person is registered as a User (as defined in the Definitions below) or is using the site as a Visitor (as defined in the Definitions below) without registration.
Visitors can view and use only some part of the information on the Site and will not have the ability to use the Software. Users are authorized to use the Software under the terms and conditions of the End-User Agreement (as defined in the Definitions below). All provisions of these Terms and Conditions of Use apply to Visitors and Users to the same extent unless it is expressly provided otherwise or unless it follows from these Terms and Conditions of Use.
Users and Visitors must in any event comply with these Terms and Conditions of Use, the Privacy Policy and other terms and conditions that are displayed on the Site or will be displayed while using the Site (“Site Rules”). In the event of any contradiction, discrepancy, conflict, inconsistency, ambiguity and/or uncertainty between the provision of these Terms and Conditions of Use, the Privacy Policy or the Site Rules, the following order of precedence will apply: (1) Terms and Conditions of Use, (2) Site Rules and 3) Privacy Policy.
2. DEFINITIONS
End-User Agreement means an agreement concluded between UCLIQ and a User for using the Software
User means a user registered on the Site which concluded the End-User Agreement with UCLIQ and which is authorized to use the Software in accordance with the terms and conditions of the Agreement
Visitor means a person which access and/or use the Site but is not registered on the Site
You means Visitors and/or Users
3. SOFTWARE AND SITE
The Software may be used only by Users registered on the Site. Users must provide only accurate, complete, and up-to-date information. Each time Users access and use the Software via the Site, they shall be required to login by using their email and password as provided with the registration.
To become a User, you need to conclude the End-User Agreement with UCLIQ to use the Software.
Use of the Software and the Site
Users shall in particular be allowed to (i) upload data to the Software; (ii) use Software to retrieve, arrange, analyze and store the data, (iii) download data from the Software. With respect to the use of the Site/the Software, Visitors and Users are prohibited and You agree not to engage in (i) offenses against any individual and his privacy and (ii) the uploading of indecent materials or the use of the Site/the Software in any matter that is inconsistent with applicable laws or such as to injure UCLIQ’s business reputation.
You agree that UCLIQ is not responsible or liable for any data (including content and links) uploaded by You on the Site/the Software. UCLIQ is entitled to remove from the Site any information. You use the Site/the Software at Your own risk.
Communication and offers
Subject to the terms set forth in the Privacy Policy, UCLIQ shall have the right to send Users email messages, using the email address provided by Users at the time of registration, regarding the Site/Software and any new proposed services, or any other relevant matters that in UCLIQ’s view may assist in enhancing Users’ experience using the Software. Such messages may include reminders, invitations, suggestions and descriptions of existing, new or future services, other important notices, as well as marketing and promotional content.
Support
Users shall be provided with support in accordance with the plan they selected in the End-User Agreement.
4. PAYMENTS
Duration of the billing period is one month on a prepaid basis. The invoice is due seven calendar days after the date of the invoice. The first monthly billing period begins on Effective Date (as defined in the End-User Agreement) and shall recur on the same day of the month which is numerically the same as that of the Effective Date. You are responsible for paying all applicable sales, use, transfer, or other taxes, including withholding tax, and all duties including bank fees. You must not offset or deduct any amounts from the invoice and are liable to make full payment for each invoice within the invoice due date (payment term) indicated.
Any deducted amounts (including but not limiting bank fees, taxes and other charges) must be paid extra in accordance with the prevailing law.
If You will not pay the whole amount of invoice in time indicated, UCLIQ is entitled to suspend access to the Software. Your payment should be made until the date provided in the invoice covering all transfer or other taxes and bank fees.
You expressly understand and agree that in case of termination before the completion of the billing period, any money paid for the Software is non-refundable.
UCLIQ is entitled to collect fees from Users for the granted right to access and use of Software via the Site, according to the prices indicated in the End-User Agreement.
5. GENERAL RESPONSIBILITIES
All Users and Visitors acknowledge and agree that UCLIQ is not required to verify (though it has the right to do so), and therefore cannot be held responsible for any Users’ or Visitors’ actions or inactions related to the Site or the Software and/or their compliance with applicable law.
Every User and Visitor is responsible and must comply with all applicable laws related to the use of the Site and the Software. In particular, but without limitation, Users and Visitors must not: (i) infringe any third-party rights, or (ii) use the identities of other companies/individuals.
You acknowledge and agree that UCLIQ is not responsible for any damage, whether material or not, experienced by natural or legal persons and which could arise directly or indirectly as a consequence of a Visitor and/or User actions while using the Site and/or the Software. Only Visitors/Users themselves are responsible for their actions while using the Site and/or Software and their compliance with all applicable laws.
6. USER´S RIGHTS, RESPONSIBILITIES, REPRESENTATIONS AND WARRANTIES
Users undertake the following: (i) when registering on the Site to provide true and accurate information, including his or her real name, company he/she represents, contact details; (ii) to sign up for the Site only once and not to create more than one account (one account per User); (iii) not to use the Site and/or Software for performance of unlawful actions or transactions or frauds; (iv) not to copy or to otherwise make an illegal use of information placed on the Site that was uploaded by UCLIQ or any other third party; and (v) to ensure that all information provided is correct.
Users and Visitors undertake that, while using the Site and Software, they will: (i) not infringe property rights or personal non-property rights of UCLIQ and/or any third parties (including intellectual property rights); (ii) not violate any applicable laws or regulations; and (iii) not upload any data that is contrary to law or contains any viruses or other computer programs or files that may (xi) interfere with the normal operation of the Site and/or Software, (xii) cause damage to UCLIQ and/or User or their property, or impede the User’s use of the Site or Software and the User’s computer.
You also agree and shall not to use the Site and/or the Software for any unlawful purpose, in a way prohibited by the Terms and Conditions of Use, including, but not limiting to, (i) not to use any hacking or cheating software or tools to obstruct, disrupt or interfere with the operation of the Site and/or the Software; (ii) not to use any robot, iframe, spider, crawler, scraper or other automated means or interface not provided by UCLIQ to access the Site and/or the Software, including, without limitation, for the purpose of copying, extracting, aggregating, displaying, publishing or distributing any content or data made available via Site and/or Software; (iii) not to obtain or attempt to obtain any information from the Site and/or the Software, including email addresses or phone numbers of other account holders or other software data; (iv) not to use the Site and/or the Software for any illegal, obscene, offensive or immoral purpose.
UCLIQ is not responsible for any Visitor’s/User`s behavior while using the Site or the Software. Visitors/Users are solely responsible for their use of Site and/or the Software, including the use by their employees or any unauthorized person.
Users are responsible for maintaining the confidentiality of their password and account, if any, and are fully responsible for any and all activities that occur under their password or account. Users agree to (i) immediately notify UCLIQ of any unauthorized use of their password or account or any other breach of security, and (ii) ensure that they exit from their account at the end of each session when accessing the Site/the Software. UCLIQ will not be liable for any loss or damage arising from Your failure to comply with these obligations.
Users undertake to promptly update any information on the Site that becomes irrelevant, outdated or inapplicable due to any changes in the User’s previously submitted data (particularly, all data submitted during registration at the Site).
Representations and Warranties
When using the Site, You represent and warrant that You: (i) are 18 years old or older; (ii) shall properly comply with all of Your obligations as set forth in these Terms and Conditions of Use, End-User Agreement and any other Site Rules; (iii) shall be fully and exclusively responsible for any use of the Site and/or Software; (iv) have the right to represent the legal entity on behalf of which You use the Site/Software and commit to payments on its behalf; (v) shall pay any and all taxes related to the use of the Site/Software; and (vi) shall promptly pay UCLIQ for any paid Software pursuant to the fees and procedures specified in the End-User Agreement and these Terms and Conditions of Use, and You understand that the non-performance of such obligations may result in an obligation to provide full compensation for any losses incurred by the UCLIQ.
You agree that You are not entitled to collect or store, or attempt to collect or store, personal data about third parties without their knowledge and consent. You acknowledge and agree that You are prohibited from using Software/Site in violation of applicable laws and regulations.
You represent that all information and data uploaded by You or retrieved, processed by the Software on Your behalf shall not contain any material (a) protected by copyright, trademark, trade secret, patent or any other intellectual property right without authorization, or (b) that is defamatory, trade libelous, unlawfully threatening or harassing, pornographic, obscene or harmful to minors, racist, vulgar, abusive, promoting hatred, discriminating or displaying prejudice based on religion, ethnic heritage, race, sexual orientation or age, or (c) that violates any law or regulation, including without limitation, the laws and regulations governing export control, unfair competition, anti-discrimination, or false advertising, or (d) that contains any viruses, worms or any other software intended to damage or alter a computer system or data.
7. RIGHTS AND RESPONSIBILITIES OF THE SITE
UCLIQ is entitled, at its sole discretion, to limit or terminate a User’s or Visitor’s right to use the Site and/or Software, including canceling a User’s account and preventing a User from re-registering on the Site or a Visitor from re-accessing the Site.
UCLIQ shall have the right, at its sole discretion, with or in case of a material breach of these Terms and Conditions of Use and/or End-User Agreement without sending a formal notice to a User, to partially or fully block, suspend or terminate such User’s account, as a result of which the User may be deprived of the right to use the Site or any of the Software.
UCLIQ has the right (but is not required to), with an aim of restraining illegal activities, to observe at any time the User’s and Visitor’s actions, and the Users and the Visitors hereby agree to the same. UCLIQ, aiming to protect the Site Users and Visitors from frauds and other offenses, may collect data about the conduct of Users and Visitors when using the Site/Software.
UCLIQ shall have the right at any time to (i) modify, update and change the Site and/or Software; (ii) remove or modify features, functionalities of the Site and/or Software; (iii) stop or terminate the Site / the Software entirely or in part; or (iv) rearrange any uploaded or posted information as long as such rearrangement does not affect Users’ data.
As the User, You hereby authorize UCLIQ to transfer, process and store data enabling UCLIQ to identify You. You hereby agree to UCLIQ using its own means to check whether You are using the Software/Site in accordance with the provisions of the Terms and Condition of Use, the End-User Agreement and other Site Rules. You hereby issue You agreement to data being transferred, during communication between the Software/Site and UCLIQ’s computer systems or those of its business partners, the purpose of which is to ensure functionality of and authorization to use the Software/Site and protection of UCLIQ’s rights. Following Your registration on the Site, UCLIQ or any of its business partners shall be entitled to transfer, process and store essential data identifying You, for billing purposes and performance of the End-User Agreement, Terms and Conditions of Use and other Site Rules.
8. PERSONAL DATA
Personal/corporate data of Users and Visitors are collected and processed in accordance with the provisions of law and in accordance with the Privacy Policy available at the Site.
The cancellation of the User’s account does not mean that UCLIQ will delete all the User’s account relevant information or User’s personal/corporate data. Such deletion shall be at UCLIQ’s option and discretion and UCLIQ may decide to retain and store such information in connection with an investigation or as otherwise required by law or in order to take legal action in consequence of a violation of the End-User Agreement, these Terms and Conditions of Use, the Privacy Policy or any other Site Rules.
Processing of personal data by UCLIQ and/or its affiliates, which is subject to General Data Protection Regulation 2016/679, on behalf/instructions of Users for the purposes of granting a right to access and use the Software under these Terms and Conditions of Use and under the End-User Agreement, must be additionally agreed between UCLIQ and Users in writing in the Data Processing Agreement which shall be incorporated by reference into and made an integral part of the End-User Agreement with UCLIQ.
9. ADDITIONAL AND GENERAL LEGAL PROVISIONS
Site Content
The contents of the Site/Software, such as text, graphics, images, trademarks, service marks, logos and other material, (collectively “Content”), are protected by copyright and other intellectual property laws and are owned by UCLIQ. Unauthorized use of the Content may violate copyright, trademark, and other laws. You may not sell or modify the Content or reproduce, display, publicly perform, distribute, create derivative works or otherwise use or exploit the Content in any way for any public or commercial purpose. The use of the Content on any other web site or in a networked computer environment for any purpose is prohibited.
Limited Warranty
The Content may contain inaccuracies or typographical errors. UCLIQ makes no representations about the accuracy, reliability, completeness, or timeliness of the Content or about the results to be obtained from using the Site and the Software. The use of the Site, the Software and the Content is at Your own risk. Changes are periodically made to the Site / the Software and may be made at any time.
UCLIQ DOES NOT WARRANT THAT THE SITE AND/OR THE SOFTWARE WILL OPERATE ERROR-FREE OR THAT THE SOFTWARE, THE SITE AND ITS SERVERS ARE FREE OF COMPUTER VIRUSES, SPYWARE, MALWARE OR OTHER HARMFUL COMPONENTS. UCLIQ DOES NOT WARRANT AND DOES NOT GUARANTEE THE ABSENCE OF ERRORS AND FAILURES IN THE OPERATION OF THE SITE AND/OR SOFTWARE, INCLUDING THE CORRECTNESS OF WORK OF THE SOFTWARE AND AVAILABILITY OF THE SYSTEM. IF YOUR USE OF THE SITE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, UCLIQ IS NOT RESPONSIBLE FOR THOSE COSTS.
THE SITE, SOFTWARE AND CONTENT ARE PROVIDED ON AN ‘AS IS’ BASIS WITHOUT ANY WARRANTIES OF ANY KIND. UCLIQ, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES.
Limitation of Liability
IN NO EVENT SHALL UCLIQ, THEIR OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, LICENSORS, AND/OR SUPPLIERS BE LIABLE TO THE USER OR VISITOR AND/OR ANYONE ELSE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL DAMAGES, INCLUDING THOSE RESULTING FROM LOSS OF PROFITS, LOST DATA OR BUSINESS INTERRUPTION, THE USE OR INABILITY TO USE THE SITE, THE SOFTWARE AND THE CONTENT).
THE MAXIMUM AGGREGATE LIABILITY OF UCLIQ TO YOU FOR ALL DAMAGES ARISING FROM THE SITE, THE SOFTWARE AND THE CONTENT IS LIMITED TO THE AMOUNT PAID BY YOU TO UCLIQ, BUT NOT MORE THAN A TOTAL OF 6 LAST MONTHLY PAYMENTS SUBMITTED BY CLIENT.
REGARDLESS OF ANY LAW TO THE CONTRARY, NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST UCLIQ MORE THAN ONE (1) YEAR AFTER THE DATE UPON WHICH THE CLAIM AROSE. CLIENT RECOGNIZES AND ACKNOWLEDGES THAT THIS LIMITATION OF DAMAGES IS FAIR AND REASONABLE.
Indemnity
You agree to defend, indemnify, and hold harmless UCLIQ, its officers, directors, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from Your use of the Site, the Software or the Content or Your breach of these the End-User Agreement, these Terms and Conditions of Use and/or the Privacy Policy. UCLIQ shall provide notice to You promptly of any such claim, suit, or proceeding and shall assist You, at Your expense, in defending any such claim suit or proceeding.
User Submissions
You acknowledge and agree that any questions, comments, reviews, suggestions, ideas and feedback related to the Site/the Software and our team work (collectively, “Feedback”), provided by You in the form of email or other submissions to the Site, may be used, reused or shared by UCLIQ to better serve You. The ideas and proposals made via Feedback are not an intellectual property of the User and/or Visitor. UCLIQ shall be entitled to the unrestricted use and dissemination of Feedback for any purpose, excepting those uses and disseminations that violate the Privacy Policy.
All information and data uploaded by the User or retrieved, processed by the Software on behalf of the User shall remain the property of the User. Users shall have a right to download, retrieve, copy, duplicate any of their data as stored on the Site or in/by the Software.
Links to Other Sites
The Site may contain links to third party websites. UCLIQ is not responsible for the content of linked third-party sites and does not make any representation regarding the content or accuracy of materials on such third-party websites. If You decide to access a linked third-party website, You do so at Your own risk.
Miscellaneous
These Terms and Conditions of Use are governed by the laws of the Czech Republic, without respect to its conflict of laws principles. The courts of the Czech Republic shall have exclusive jurisdiction to hear any disputes arising out of or in connection to these Terms and Conditions of Use. The jurisdiction of courts of the Czech Republic is determined by the seat of UCLIQ and special jurisdiction pursuant to the procedural regulations of the Czech Republic
If any provision of these Terms and Conditions of Use is found to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect any other provisions of these Terms and Conditions of Use and these Terms and Conditions of Use shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein.
No waiver of any breach of any provision of these Terms and Conditions of Use shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative.
These Terms and Conditions of Use together with End-User Agreement, Privacy Policy and other Site Rules constitute the entire agreement between You and UCLIQ with respect to the use of the Site, the Software and the Content. In the event of any contradiction, discrepancy, conflict, inconsistency, ambiguity and/or uncertainty between the provision of the End-User Agreement, these Terms and Conditions of Use, the Privacy Policy or the Site Rules, the following order of precedence will apply: (1) End-User Agreement, (2) Terms and Conditions of Use, (3) Site Rules and (4) Privacy Policy.