PLEASE CAREFULLY READ THESE TERMS AND CONDITIONS OF USE ("TERMS") BEFORE USING THIS WEB SITE, AS USE OF THE WEB SITE IS CONDITIONAL UPON ACCEPTANCE OF THESE TERMS, WHICH AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. DO NOT USE THIS WEB SITE IF YOU DO NOT AGREE.
These Terms apply only to Dilbert.com (however accessed) and other interactive features or downloads (e.g., widgets) that are accessible or downloadable through, or related to, Dilbert.com and owned by Universal Uclick (collectively, the “Web Site”). The Web Site is owned by Universal Uclick ("Universal Uclick," "we" or "us"). These Terms govern your use of the Web Site and only apply to the Web Site and not to any other web site or any offline activities by Universal Uclick (unless specifically stated). You agree to these Terms by accessing or using the Web Site.
Summary of Key Terms
It is important that you read all of these Terms. However, here are some of the big picture issues:
Ownership of Web Site Materials
Unless otherwise specified in writing on the Web Site, all materials that are part of the Web Site (including past, present and future versions), including, without limitation: graphics; layout; text; images; audio and/or video; designs; advertising copy; logos; domain names; trade names and marks; service marks and trade identities; any and all copyrightable material (including source and object code); the "look and feel" of the Web Site; the compilation, assembly and arrangement of the materials of the Web Site; and all other materials related to the Web Site (collectively, the "Materials”) are owned, controlled or licensed by Universal Uclick and are protected from unauthorized use, copying and dissemination by copyright, trademark, patent, publicity and other laws, rules, regulations and international treaties. Your ability to use the Materials is governed by these Terms.
License to Web Site Materials
Universal Uclick grants you a limited, personal, non-exclusive, non-commercial, revocable, non-assignable and non-transferable license to download, view and/or play one copy of the Materials (excluding source and object code) on any single computer for your personal, non-commercial use only, provided that:
You further agree that you will not:
Universal Uclick reserves the right to modify the license granted in this section and the restrictions described in this section in writing on the Web Site, including, without limitation, by charging fees therefor and/or making certain features available through the Web Site that may invite you to use the Materials in a manner not described above.
Universal Uclick may add, change, discontinue, remove or suspend any of the Materials at any time, without notice and without liability. This Web Site is intended or an audience that is at a minimum thirteen (13) years of age; some content may be deemed inappropriate by some parents for teenage audiences. Parental guidance is recommended.
The Web Site may invite you to participate in blogs, message boards, online forums and other functionality and may provide you with the opportunity, to create, submit, post, display, transmit, perform, publish, distribute or broadcast content and materials to Universal Uclick and/or to or via the Web Site, including, without limitation, text, writings, photographs, graphics, comments, suggestions or personally identifiable information (collectively, “User Content”).
You agree that either:
In either case without Universal Uclick incurring any third party obligations or liability arising out of its exercise of the rights thereto granted herein by you.
You grant to Universal Uclick the unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual and royalty-free right and license to host, use, copy, distribute, reproduce, disclose, sell, re-sell, sub-license, display, perform, transmit, publish, broadcast, modify, make derivative works from, retitle, reformat, translate, archive, store, cache or otherwise exploit in any manner whatsoever, all or any portion of your User Content, for any purpose whatsoever, in any and all formats; on or through any and all media, software, formula or medium now known or hereafter known; and with any technology or devices now known or hereafter developed and to advertise, market and promote same. You further agree that Universal Uclick is free to use any ideas, concepts, know-how or techniques contained in any User Content you send to the Web Site or Universal Uclick, for any purposes whatsoever, including, without limitation, developing, producing, marketing and otherwise exploiting products and/or services using such User Content; and without remuneration of any kind. You further perpetually and irrevocably grant Universal Uclick the unconditional right to use and exploit your name, persona and likeness included in any User Content and in connection with any User Content, without any obligations to you. You also grant to Universal Uclick the right to sub-license and authorize others to exercise any of the rights granted to Universal Uclick under these Terms; and each such third party will be entitled to benefit from the rights and licenses granted to Universal Uclick under these Terms. Without limiting the generality of the forgoing, you authorize Universal Uclick to publish your User Content in a searchable format that may be accessed by users of the Web Site and the Internet. Except as prohibited by law, you waive any rights of attribution and/or any so-called moral rights you may have in any User Content you submit, even if such User Content is altered or changed in a manner not agreeable to you.
Universal Uclick has no obligation to monitor or enforce your intellectual property rights to your User Content but has the right to protect and enforce its and its licensees’ licensed rights to your User Content, including without limitation by bringing and controlling actions in your name and on your behalf (at Universal Uclick’s cost and expense, to which you hereby consent and irrevocably appoint Universal Uclick as your attorney-in-fact, with the power of substitution and delegations, which appointment is coupled with an interest).
You acknowledge and agree that Universal Uclick will not have any obligation to review, monitor, display, archive, maintain, accept or exploit any User Content. Universal Uclick may delete, move, re-format, edit, alter, distort, remove or refuse to exploit User Content without notice to you or liability; provided, however, that Universal Uclick reserves the right to treat User Content and/or Collaborative Content on the Web Site, or on certain portions of the Web Site, as content stored at the direction of users for which Universal Uclick will not exercise editorial control except to enforce the rights of third parties and the Content Restrictions set forth below when violations are brought to Universal Uclick’s attention. Such User Content and/or Collaborative Content posted at your or other users’ direction need not, however, be maintained on the Web Site by us for any period of time and you will not have the right, once posted, to access, archive, maintain or otherwise use such User Content and/or Collaborative Content on the Web Site. You also agree and understand that Universal Uclick is not obligated to use User Content and/or Collaborative Content and that you will not receive any additional consideration or compensation for your User Content and/or Collaborative Content or for any exploitation thereof.
Collaborative Content and Viral Content Distribution
Certain functionality on the Web Site, such so-called mashup tools, permit collaborative creation of content by users (“Collaborative Content”). Your contributions to the Collaborative Content are User Content; provided, however, that the resulting content is subject to the following terms and conditions as a condition precedent to your use of the Collaborative Content authoring tools and the use of the Materials in connection with the Collaborative Content on or via the Web Site:
Universal Uclick grants the users of the Web Site the limited, revocable permission to engage in Viral Content Distribution of such Collaborative Content as may from time to time be made available on the Web Site for such purpose. “Viral Content Distribution” means the following for non-commercial purposes only: (a) sending Collaborative Content to friends, acquaintances at no charge by e-mail or other forms of digital delivery; (b) reproducing copies of Collaborative Content for personal use; and (c) posting and displaying a copy of Collaborative Content on a personal web site or on a third party web site that permits posting of content at the direction of users subject to its terms and conditions, provided that such third party web site does not charge for access to the Collaborative Content or associate products, services or advertising with the Collaborative Content.
Without limitation, the following terms and conditions apply to Viral Content Distribution of Collaborative Content:
Restrictions on Your User Content and Your Conduct
As a user of the Web Site, you agree that your User Content, and your conduct on the Web Site will not:
In addition, your activities on the Web Site and in connection with the Materials will not:
Your Web Site Account
Certain areas of the Web Site may ask you to provide information or ask you to set up a Web Site Account. You may decide not to set up an account or provide information; however, if you decline to do so, you may be unable to view or access certain Materials, Collaborative Content or User Content or otherwise enjoy portions of the Web Site. You are responsible for updating your account information. We are entitled to rely on the last information provided by you.
You will be responsible for all activities that occur under your account or password, and you agree you will not sell, transfer or assign your account or any account rights. You are responsible for maintaining the confidentiality of your password, and for restricting access to your devices that access the Internet, so that others may not utilize your information to access the Web Site. Universal Uclick may terminate your account or deny you access to the Web Site in its sole discretion without notice and without liability.
You represent and warrant that:
User Interactions and Disputes
You are solely responsible for your interaction with other users of the Web Site, whether online or offline. We are not responsible or liable for the conduct of any user. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users. Exercise common sense and prudent judgment in your interactions with others and online activities.
The Web Site may contain sweepstakes, contests or promotions, which may be governed by a separate set of rules and may also have eligibility requirements. You must read those rules to determine whether or not your participation, registration or entry will be valid and to determine all other applicable requirements.
Third Party Links and Content
The Web Site, or communications you receive from the Web Site, may link to third party web sites or provide third party content that we do not control, maintain or endorse, for example, banner advertisements.
You expressly acknowledge and agree that we are in no way responsible or liable for any third party content or third party web site, including, without limitation, third party policies, failures, promotions, products, services, actions and/or any damages, losses, failures or problems caused by, related to, or arising from those third parties. Your correspondence and business dealings with others found on or through the Web Site including, without limitation, the payment and delivery of products and services, and any terms, conditions, warranties and representations associated with such dealings, are solely between you and the third party.
Universal Uclick grants you the revocable permission to link to the Web Site; provided, however, that the location on which the link resides:
Universal Uclick also reserves the right to prohibit linking to the Web Site for any reason in our sole and absolute discretion even if the linking complies with the requirements described above.
Terms of Sale
To the extent commerce applications are included within the Web Site, they will be governed by terms of sale that are posted therewith.
The Web Site may offer features and services that are available to you via your mobile phone. These features and services may include, without limitation, the ability to upload content to the Web Site, receive messages from the Web Site, download applications to your mobile phone or access Web Site features (collectively, the "Mobile Features"). We may charge for Mobile Features and these charges will be disclosed prior to completion of registration for the Mobile Feature. Also, standard messaging, data and other fees may be charged by your carrier. Fees and charges will appear on your mobile bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Mobile Features and certain Mobile Features may be incompatible with your carrier or mobile device. Contact your carrier with questions regarding these issues. As applicable, instructions regarding how to opt-out of Mobile Features will be disclosed in connection with Mobile Features. The instructions will typically require you to text a keyword (e.g., "STOP," "CANCEL," "END," "UNSUBSCRIBE," "QUIT," etc.) to the applicable shortcode for the Mobile Feature.
You agree that the Mobile Features for which you are registered may send communications to your mobile device regarding Universal Uclick or other parties. Further, we may collect information related to your use of the Mobile Features. If you have registered for Mobile Features, you agree to notify Universal Uclick of any changes to your mobile number and update your Web Site account to reflect this change.
Copyright and Trademarks
The content of the Web Site includes copyrighted materials, trademarks and other proprietary information, which may include, without limitation, text, software, photos, video, audiovisual materials, graphics, music and sound. The entire contents of the Web Site are copyrighted under the United States copyright laws and/or similar laws of other jurisdictions. Without limitation, Universal Uclick owns a copyright in the selection, coordination, arrangement and enhancement of such materials, as well as in the content original to Universal Uclick. Third-party content providers own the copyright in content that is original to them. “Universal Uclick,” the “Universal Uclick logo,” as well as other marks that may appear on the Web Site, are the service and trademarks of Universal Uclick. “Dilbert” the “Dilbert logo,” as well as other marks that may appear on the Web Site, are the service and trademarks of SAI. All other trademarks, service marks and logos used on this Web Site, with or without attribution, are the trademarks, service marks or logos of their respective owners. Without Universal Uclick’s written permission, you agree not to display or use, in any manner any such marks and all goodwill associated with any use by you thereof will inure exclusively to Universal Uclick, SAI, Scott Adams or their respective owners. In addition, elements of the Web Site are protected by trade dress and other federal and state intellectual property laws and may not be copied, reproduced, downloaded or distributed in any way, in whole or in part, without the express permission of Universal Uclick, except as is expressly provided herein with respect to Collaborative Content and Viral Content Distribution.
Your use of the software available at the Web Site may be governed by Additional Terms. Please carefully read the Additional Terms to determine the full extent of conditions governing the use of such software. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE ADDITIONAL TERMS APPLICABLE TO SUCH SOFTWARE. If you install certain applications that may be available via the Web Site, you consent to the download of software to your computer and accept these Terms and any Additional Terms related to such application.
Disclaimer of Warranties and Endorsement
THE WEB SITE, INCLUDING, WITHOUT LIMITATION, THE MATERIALS, ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, UNIVERSAL UCLICK, SCOTT ADAMS, SAI AND THEIR RESPECTIVE PARENTS, SUBSIDIARIES AND AFFILIATES, OR ANY OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, SHAREHOLDERS, AGENTS, VENDORS OR CONTRACTORS (COLLECTIVELY, THE “UNIVERSAL UCLICK PARTIES”) MAKE NO REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOVER, EXPRESS OR IMPLIED, AS TO: (A) THE WEB SITE; (B) THE MATERIALS ON OR PROVIDED THROUGH THE WEB SITE; (C) THE APPLICATIONS AND/OR DOWNLOADABLE ITEMS ASSOCIATED WITH THE WEB SITE; (D) USER CONTENT OR COLLABORATIVE CONTENT; (E) THE FUNCTIONS MADE ACCESSIBLE ON OR THROUGH THE WEB SITE; (F) ANY PRODUCTS OR SERVICES OFFERED OR REFERENCED AT THE WEB SITE; AND/OR (G) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TRANSMITTED TO UNIVERSAL UCLICK OR VIA THE WEB SITE. IN ADDITION, THE UNIVERSAL UCLICK PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.
THE UNIVERSAL UCLICK PARTIES DO NOT REPRESENT OR WARRANT THAT THE WEB SITE OR THE FUNCTIONS CONTAINED THEREIN WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE WEB SITE OR THE SERVER THAT MAKES THE WEB SITE AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. THE UNIVERSAL UCLICK PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION ON THE WEB SITE IS ACCURATE, COMPLETE, CORRECT, ADEQUATE, USEFUL, TIMELY, RELIABLE OR OTHERWISE. YOU ACKNOWLEDGE, BY YOUR USE OF THE WEB SITE, THAT YOUR USE IS AT YOUR SOLE RISK. THE UNIVERSAL UCLICK PARTIES DO NOT WARRANT THAT YOUR USE OF THIS WEB SITE IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE UNIVERSAL UCLICK PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO THE EXTENT SUCH JURISDICTION'S LAW IS APPLICABLE TO THIS AGREEMENT.
BY ACCESSING OR USING THE WEB SITE YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE WEB SITE.
THE UNIVERSAL UCLICK PARTES DO NOT ENDORSE THE USER CONTENT OR COLLABORATIVE CONTENT, ARE NOT RESPONSIBLE FOR THE USER CONTENT OR COLLABORATIVE CONTENT AND SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY (INCLUDING, WITHOUT LIMITATION, PERSONS WHO MAY USE OR RELY ON SUCH USER CONTENT OR COLLABORATIVE CONTENT) FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY USER CONTENT OR COLLABORATIVE CONTENT PROVIDED THROUGH THE WEB SITE.
Disclaimers / Limitation of Liability
UNDER NO CIRCUMSTANCES WILL THE UNIVERSAL UCLICK PARTIES BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO (A) THE WEB SITE; (B) THE MATERIALS; (C) THE APPLICATIONS AND/OR DOWNLOADABLE ITEMS ASSOCIATED WITH THE WEB SITE; (D) USER CONTENT; (E) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE WEB SITE; (F) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE UNIVERSAL UCLICK PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF THE WEB SITE; (G) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (H) ANY ERRORS OR OMISSIONS IN THE WEB SITE’S TECHNICAL OPERATION; OR (I) ANY DAMAGE TO ANY USER'S COMPUTER, HARDWARE, COMPUTER SOFTWARE, CELLULAR PHONE, MODEM OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE UNIVERSAL UCLICK PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE WEB SITE). IN NO EVENT WILL THE UNIVERSAL UCLICK PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL THE UNIVERSAL UCLICK PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED TEN UNITED STATES DOLLARS ($10.00).
YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF THE UNIVERSAL UCLICK PARTIES' ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, SERVICE, OR OTHER MATERIALS OWNED OR CONTROLLED BY THE UNIVERSAL UCLICK PARTIES, OR OTHER EQUITABLE RELIEF, AND, WITHOUT LIMITATION, YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, SERVICE, OR OTHER MATERIALS LICENSED TO OR OWNED OR CONTROLLED BY THE UNIVERSAL UCLICK PARTIES.
BY ACCESSING THE WEB SITE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
You agree to defend, indemnify and hold the Universal Uclick Parties harmless from and against any and all claims, damages, costs, investigations, liabilities, judgments, settlements and expenses, including attorneys’ fees, that directly or indirectly arise from or are otherwise directly or indirectly related to:
You will cooperate as fully required by the Universal Uclick Parties in the defense of any claim. The Universal Uclick Parties reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of a duly authorized employee of the Universal Uclick Parties.
Termination and Suspension
Universal Uclick may suspend and/or terminate your access to and use of the Web Site, in whole or in part, if Universal Uclick believes you have failed to conform with these Terms. Universal Uclick may do so in its sole discretion, without liability and without providing you with prior notice. Universal Uclick may also investigate suspected violations of these Terms and may refer violations to law enforcement authorities.
If your access to this Web Site is suspended or terminated by Universal Uclick, or Universal Uclick otherwise asks, all rights granted to you under these Terms will cease immediately, and you agree that you will:
The rights granted by you, and your agreements, obligations and covenants are not subject to termination, revocation or rescission.
Dispute Resolution; Binding Arbitration; Governing Law
These Terms will be governed by and construed in accordance with the internal laws of the United States and the State of New York governing contracts entered into and to be fully performed in the state of New York (i.e., without regard to conflict of laws provisions) regardless of your location. You acknowledge that the rights granted and obligations made hereunder to Universal Uclick are of a unique and irreplaceable nature, the loss of which will irreparably harm Universal Uclick and which cannot be replaced by monetary damages alone so that Universal Uclick will be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief and agree to limit your claims to claims for money damages (if any). Except with respect to the interpretation, protection or enforcement of Universal Uclick’s claimed intellectual property rights or right to seek injunctive relief (which will only be subject to arbitration if the parties mutually agree), you agree that any suit, action or proceeding arising out of or relating to these Terms or any of the transactions contemplated herein or any contests or services thereon (including, without limitation, statutory, equitable or tort claims) will be resolved solely by binding arbitration before a sole arbitrator under the rules and regulations of the American Arbitration Association (“AAA”). The arbitration will be held in Los Angeles, California, Chicago, Illinois or New York, New York, whichever is closest to your place of residency. The arbitrator will apply the substantive laws of the State of New York, will issue a written decision, and will have the power to award any legal remedies consistent with this Agreement except for punitive, exemplary or special damages. The parties will split the arbitrator’s fee; provided, however, that if any court or arbitrator would find such requirement unconscionable or unenforceable, Universal Uclick will have the option to pay all of such fees and proceed with arbitration. You agree that the provisions in this paragraph will survive any termination of your account(s).
Distribution Limitations and Territorial Restrictions
The information provided on the Web Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Universal Uclick to any registration requirement within such jurisdiction or country. This Web Site is controlled and operated by Universal Uclick from its offices within the New York and Universal Uclick makes no representation that materials on the Web Site are appropriate or available for use in other locations. Those who choose to access this Web Site from other locations do so on their own initiative and risk and are responsible for compliance with local laws regarding online conduct and acceptable content, if and to the extent local laws are applicable. Use of or access to the Web Site will not be construed as the purposeful availment of the benefits or privilege of doing business in any state other than the State of New York by Universal Uclick.
Software related to or made available by this Web Site may be subject to United States export controls. Thus, no software from this Web Site may be downloaded, exported or re-exported (a) into (or to a national or resident of) Cuba, North Korea, Iran, Syria or any other country to which the United States has embargoed goods; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading any software related to this Web Site, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list. The parties specifically disclaim application of the Convention on Contracts for the International Sale of Goods.
You agree to be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of the Web Site, and you will be responsible for all charges related thereto. The failure of Universal Uclick to act with respect to a breach of these Terms by you or others does not constitute a waiver and will not limit Universal Uclick’s rights with respect to such breach or any subsequent breaches. No waiver by the Universal Uclick Parties of any of these Terms will be of any force or effect unless made in writing and signed by a duly authorized officer of the applicable Universal Uclick Party. Neither the course of conduct between the parties nor trade practice will act to modify these Terms. The Universal Uclick Parties may assign their rights and duties under these Terms to any party at any time without any notice to you. These Terms may not be assigned by you without Universal Uclick’s prior written consent. If any provision of these Terms will be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. Upon Universal Uclick's request, you will furnish Universal Uclick any documentation, substantiation or releases necessary to verify your compliance with these Terms. The Section titles are inserted only as a matter of convenience and have no legal or contractual effect. You agree that these Terms will not be construed against Universal Uclick by virtue of having drafted them.
Entire Agreement; Modification and Termination
Universal Uclick reserves the exclusive right to modify, withdraw, suspend or discontinue, temporarily or permanently, at any time and from time to time, any materials, information or content available on the Web Site, including, without limitation, your User Content, communications and account; Collaborative Content; and any functionality or features in or on the Web Site, in each case in whole or in part, including the cessation of all activities associated with the Web Site, with or without notice. You agree that the Universal Uclick Parties will not be liable to you or to any third party for any modification, suspension or discontinuance of the Web Site or any part thereof. Furthermore, Universal Uclick reserves the right to charge for use of the Web Site, in whole or in part, and to change its fees from time to time in its discretion.
Universal Uclick reserves the right to change or modify these Terms at any time. These Terms will not be modified except in writing, as posted on this Web Site by Universal Uclick. Any change or modification made by Universal Uclick will be effective immediately upon posting on the Web Site and your continued use of the Web Site means that you have agreed to accept any changes or modifications made by Universal Uclick. You should therefore periodically visit this page to review the most recent Terms.
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