Last modified: September 12, 2018
Please read this “Terms of Service” carefully before accessing or using https://uelco.co (the “Website”) or any other linked pages, features, content, or applications offered by Uelco on or through the Website (collectively, the “Services”). The Services are owned and operated by Miropia Inc. (in this Agreement,"Uelco", "we", "us", or "our").
The Services are offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, Privacy Policy) and procedures that may be published from time to time on this website by Uelco (collectively, the "Agreement").
By accessing or using any part of the Website, you agree to become bound by the terms and conditions of this Agreement. If you do not unconditionally agree to all the terms and conditions of this Agreement, then you may not use the Services. If these terms and conditions are considered an offer, acceptance is expressly limited to these terms. The Services are available only to individuals who are at least 18 years old.
By clicking on the "Free trial," "Sign up free," "Upgrade your plan," or equivalent access, agreement or purchasing button, you or the company or entity that you represent ("you," "your," "yours" or "Customer") are consenting to be bound by and are becoming a party to these Terms of Service. You are also representing and warranting that the individual clicking on the button is authorized to enter into this agreement and bind such entity. Your continued use of any portion of the services shall also constitute assent to the terms of these Terms of Service. If you are using the services on behalf of a company or other entity, then all references to "you" or "your" herein shall refer to both the individual and the entity.
If you create an account on the Website, you are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account.
To use the Services, you shall use your work email address to create your Uelco account (“Account”) and create an organization (“Org”). You shall only choose an Org name containing the name of the entity on whose behalf you are entering into this Agreement. You acknowledge and agree that it is your sole responsibility to ensure that only employees and independent contractors of yours will be invited to your Org and allowed to use or access the Services. You will be solely liable for any actions or omissions of any user in your Org and will defend and indemnify Uelco for any liability, damages, settlements, attorney fees and other costs and expenses arising from or related to such users. Uelco reserves the right to refuse registration of, or cancel user names or Org names it deems inappropriate, are inaccurate or misleading.
You must immediately notify Uelco of any unauthorized uses of your account or any other breaches of security. Uelco will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.
Uelco will use commercially reasonable efforts to provide you with support and maintenance for the Services in accordance with Our standard practices. The Services are subject to modification from time to time at Uelco’s sole discretion.
Uelco will not be responsible or liable for any failure in the Services resulting from or attributable to (i) unavailability of services (including network and hosting services) provided by a third party service provider, (ii) your or any third party's products, services, negligence, acts or omissions, (iii) any force majeure or cause beyond Uelco's reasonable control, (iv) scheduled or emergency maintenance, (v) unauthorized access, breach of firewalls or other hacking by third parties, or (vi) in the event Customer is in breach of this Agreement, including failure to pay any amounts due to Uelco.
Uelco reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Services following the posting of any changes to this Agreement constitutes acceptance of those changes. Uelco may also, in the future, offer new services and/or features through the Services (including, the release of new tools and resources). Such new services and/or features shall be subject to the Terms of Service of this Agreement. Uelco may change or discontinue the Services, or any features of the Services, at any time.
Customer shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Service or any software, documentation or data related to the Services; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services; (iv) use the Services for the benefit of a third party; (v) remove or otherwise alter any proprietary notices or labels from the Services, or any portion thereof; or (vi) use the Services to build an application, product or service that is competitive with any Uelco product or service. Customer is responsible for all of Customer’s activity in connection with the Services, including but not limited to uploading Customer Content (as defined below) onto the Services. Customer shall use the Services in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Services, including those related to data privacy, international communications, export and the transmission of technical or personal data, consumer and child protection, obscenity or defamation.
Customer shall not (directly or indirectly) or permit any third party to: (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any material on or through the Services, that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”); (iv) contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Uelco or any third party; or (v) impersonates any person or entity, including any employee or representative of Uelco.
Customer shall not: (i) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; or (ii) bypass any measures Uelco may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services). Customer hereby agrees to indemnify and hold harmless Uelco against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use (including but not limited to the actions or omissions of any user within its Org) of the Services. Although Uelco has no obligation to monitor the content provided by Customer or Customer’s use of the Services, Uelco may do so and may remove any such content or prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
Uelco has not reviewed, and cannot review, all of the material, including images and text, posted to the Services, and cannot therefore be responsible for that material's content, use or effects. By operating the Services, Uelco does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, and other harmful or destructive content. The Services may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Services may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. Uelco disclaims any responsibility for any harm resulting from the use by visitors of the Services, or from any downloading by those visitors of content there posted.
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). The Receiving Party agrees: (i)to take reasonable precautions to protect such Proprietary Information, and (ii) not to divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after three years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party, or (e) is required by law. For clarity, messages, texts, and any other communications sent using the Services and within the Org will be Customer’s Proprietary Information (“Customer Communications”). The foregoing obligations with respect to Customer Communications will survive termination of this Agreement, unless such information is used in de-identified and aggregated form. In any event, Uelco may use for development, diagnostic and corrective purposes any data and information it collects relating to the Services.
You will indemnify and hold Uelco, its parents, subsidiaries, affiliates, officers, and employees harmless (including, without limitation, from all damages, liabilities, settlements, costs and expenses, including attorneys’ fees) from any claim or demand made by any third party due to or arising out of your access to or use of the Services, your violation of this Agreement, or the infringement by you or any third party using your account of any intellectual property or other right of any person or entity, including claims for infringement arising from or related to use of the Services in combination with any content, technology or process(es) not provided by Uelco where such claim or infringement would not have occurred in the absence of such combination.
Uelco will obtain and process content/data provided by or on behalf of Customer and its users (“Customer Content”) only to perform its obligations under this Agreement. Customer and its licensors shall (and Customer hereby represents and warrants that they do) have and retain all right, title and interest (including, without limitation, sole ownership of) all Customer Content on the Services and the intellectual property rights with respect to that Customer Content. If Uelco receives any notice or claim that any Customer Content, or activities hereunder with respect to any Content, may infringe or violate rights of a third party (a “Claim”), Uelco may (but is not required to) suspend activity hereunder with respect to that Customer Content and Customer will indemnify Uelco from all liability, damages, settlements, attorney fees and other costs and expenses in connection with any such Claim, as incurred. As between Uelco and Customer, Customer owns all right, title and interest in and to the Customer Content.
Uelco alone will retain all intellectual property rights related to the Services or any comments, suggestions, ideas, enhancement requests, feedback, recommendations or other information provided (directly or indirectly, and by any means) by Customer or any third party related to the Services (collectively "Feedback"). Uelco will be entitled to use, reproduce, disclose, publish, distribute, and otherwise exploit in any manner, all Feedback, without restriction and without compensating you in any way. We are and shall be under no obligation to maintain any Feedback in confidence, or to respond to any Feedback.
Customer will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under this Agreement. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Services, or any intellectual property rights.
You hereby grant to Uelco the limited right to use your name and any related logo to identify you as a customer of Uelco in listings of its customers, including in its marketing materials or websites.
The Services are subject to payment, depending on the particular subscription plan you choose. You will pay for the Services in advance, regardless of which subscription plan (monthly or annual) you choose.
We use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your account on the Services (your “Billing Account”) for use of the Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. We are not responsible for errors by the Payment Processor. By choosing to use the Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Services in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.
We reserve the right to change our subscription plans and the price of our subscriptions and to institute new charges at any time, upon notice to you, which may be sent by email or posted on the Website or in the Services. Your use of the Services following such notification constitutes your acceptance of any new or increased Fees. All payments, when paid, are non-cancelable, non-contingent and non-refundable. We are not responsible for any additional bank fees, interest charges, finance charges, over draft charges, or other fees arising from or related to charges billed by Uelco.
Auto-RenewalThe Services you sign up for will be automatically extended for successive renewal periods of the same duration as the then-current billing plan that you have chosen (each, a “Renewal Term” and together with the first billing cycle, the “Term”), unless terminated earlier in accordance with this Agreement.
You must provide current, complete and accurate information for your Billing Account. You must promptly update all information to keep your Billing Account current, complete and accurate (such as a change in billing address, credit card number, or credit card expiration date), and you must promptly notify us or our Payment Processor if your Payment Method is canceled (e.g. for loss or theft) or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your Uelco account. If you fail to provide any of the foregoing information, you agree that we may continue charging you for any use of the Services under your Billing Account unless you have terminated your Services in accordance with this Agreement.
Free trialWe offer a free trial for all Plans for a duration of fourteen (14) days, to allow you to try the subscription. We will charge your card for your monthly or yearly subscription with the number of users specified upon signing up at the end of the free trial period unless you cancel your subscription prior to the end of the free trial.
TaxesAll payments hereunder are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes), and you agree to bear and be responsible for the payment of all such amounts, excluding taxes based upon Uelco’s net income. All amounts due hereunder shall be grossed-up for any withholding taxes imposed by any foreign government.
No refundsOnce initiated by you, payment obligations are non-cancelable. Except as expressly set forth in these Terms of Service, Uelco will not, under any circumstances, issue refunds or pro-rate any Fees for early cancellation or termination of the Services, or for any other reason, including for any unused Services or if your actual usage of the Services falls below the purchased amount applicable to your Subscription level for the Services. Subscription quantities cannot be decreased during the relevant Subscription term.
This Agreement shall remain in full force and effect while you use the Services. Uelco may terminate or suspend your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately. Uelco shall have no liability to you or any third party because of such termination or suspension. You may terminate this Agreement by canceling the Services, provided that you pay any outstanding balances that are due and payable (including for the Services up to and including the last day on which the Services are provided), but such termination will not take effect until the end of the then-current billing cycle. In addition to any other remedies it may have, either party may also terminate this Agreement for cause upon fifteen (15) days’ notice, if the other party breaches any of the terms or conditions of this Agreement. Upon any termination or suspension, Uelco may, but is not obligated to, delete archived data. No refunds will be given. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, confidentiality obligations, warranty disclaimers, indemnity, and limitations of liability.
The Services are provided “as is”. Uelco disclaims all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement.
Uelco shall use commercially reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Uelco or by third-party providers, or because of other causes beyond Uelco’s reasonable control. Uelco shall use commercially reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Uelco does not make any warranty that the Services will be uninterrupted or error free or that access thereto will be continuous or uninterrupted.
In no event will Uelco or its suppliers, licensors, officers, affiliates, representatives, contractors and employees, be responsible or liable with respect to any subject matter of this Agreement under any contract, negligence, strict liability or other theory for: (a) error or interruption of use or loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business; (b) any indirect, exemplary, incidental, special or consequential damages, even if Uelco has been advised of the possibility of such loss or damage; (c) any matter beyond Uelco’s reasonable control; or (d) any amounts that exceed the fees paid by you to Uelco under this agreement during the twelve (12) months prior to the cause of action.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Uelco’s prior written consent. Uelco may transfer and assign any of its rights and obligations under this Agreement without consent. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Uelco in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorney fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
This Agreement shall be governed by and construed in accordance with the laws of Ontario and the laws of Canada applicable therein. Any and all disputes arising under this Agreement, whether as to interpretation, performance or otherwise, shall be subject to the exclusive jurisdiction of the courts of the Province of Ontario and each of the parties hereto hereby irrevocably attorns to the jurisdiction of the courts of such province.
If you have any questions about this Agreement or the Services, you may contact us at: Miropia Inc., 10 Church St N, Unit 5, Richmod Hill, ON, L4C 3E7, Canada or email us at: support@uelco.co
