Effective Date: January 20, 2022
PLEASE READ THIS AGREEMENT CAREFULLY. IT SETS FORTH THE LEGALLY BINDING TERMS AND
CONDITIONS FOR YOUR USE OF THE UCB APP AND ANY MEMBERSHIP BENEFITS OR SERVICES.
TERMS REQUIRE YOU TO ARBITRATE ANY DISPUTES YOU HAVE WITH US AND YOU WAIVE THE
ABILITY TO BRING CLAIMS AGAINST US IN A CLASS ACTION FORMAT.
website platform ucbapp.org and related sites (“UCB App”), UCB Network
Nights, and UCB Resource Fairs that we offer to UCB members and other members
of the community to reward community engagement, strengthen community networks,
build social capital, and create new pathways of opportunity for individuals
and communities, (collectively, “Membership Services”) which are made
available by Union Capital Boston, Inc. (“UCB”,
“we”, “our”, or “us”). By becoming a UCB Member, you acknowledge and
accept UCB’s Privacy Statement.
read these Terms carefully, as they constitute a written agreement between you
and Union Capital Boston (“UCB” or “us”) and they affect your
legal rights and obligations. You agree
to be bound by and comply with these Terms and any Additional Terms (defined
below) then posted.
some instances, both these Terms and separate guidelines, rules, or terms of
use or sale setting forth additional or different terms and/or conditions will
apply to your Membership or to a service or product offered to UCB Members (in
each such instance, and collectively “Additional
Terms”). To the extent there is a
conflict between these Terms and any Additional Terms, the Additional Terms
will control unless the Additional Terms expressly state otherwise. Additionally, certain features and services
made available through the Site from time to time may be governed by different
Table of Contents
It is important that you read and
understand the entirety of these Terms before using the Services. To ease review, each section below includes a
link to the Term.
1. UCB Membership, Rewards Program, and Events
2. Services and
UCB Content Ownership; Limited License
3. Your Use of Services and UCB Content
4. Content You Submit
5. Notices and Communications with Us
6. Links-To Websites;
Advertisements; Dealings with Third Parties
7. Dispute Resolution
8. Disclaimer of Representations and Warranties
9. Limitations of our Liability
10. Waiver of Injunctive or Other Equitable Relief
11. Changes to Terms
12. General Provisions
1. UCB Membership, Rewards Program,
(i) General. In order to access or use Membership
Services that are reserved for UCB Members, you must first complete the
registration process on the UCB website. When you become a UCB Member, you will be
able to access the UCB App and online calendar of events to learn about
volunteer opportunities, community events, and to earn financial rewards for community
(ii) Membership Eligibility. UCB Membership is free. A current, valid email address is required. Membership is limited to individuals 14 years
of age and older and is limited to one account per individual. Membership will not be available to
corporations, businesses, charities, partnerships, enterprises, or any entities.
(iii) Membership Registration. You may register at the Membership
Registration page of our website at bit.ly/UCBjoin. You will need to provide your email address,
first name, last name, phone number, and zip code. You will then receive an email containing a
link to sign up for the UCB App and be contacted by a Network leader. You agree that (i) You will not use an email
address that is already being used by someone else, may impersonate another person,
belongs to another person, violates the intellectual property or any other
rights of any person or entity, or is offensive; and (ii) You will provide
true, accurate, current, and complete registration information about yourself
in connection with the registration process and, as permitted, to maintain and
update it continuously and promptly to keep it accurate, current, and complete.
If any information that you provide, or if
we have reasonable grounds to suspect that any information that you provide, is
false, inaccurate, outdated, incomplete, or violates these Terms, any
Additional Terms, or any applicable law, then we may suspend or terminate your Membership
and any associated account or Membership Services.
(iv) UCB App Sign Up. When you sign up for the UCB App, you will
select your own password at the time of registration (or we may send you an
e-mail notification with a randomly generated initial password). We may reject the use of any password or
e-mail address for any other reason in our sole discretion. You agree that (i) You are solely responsible
for all activities that occur under your account, password, and username –
whether or not you authorized the activity; (ii) You are solely responsible for
maintaining the confidentiality of your password and for restricting access to
your Device so that others may not access any password protected portion of the
Services using your email address or password; (iii) You will immediately
notify us of any unauthorized use of your account or any other breach of security
at firstname.lastname@example.org; and (vi) You
will not sell, transfer, or assign your account or any account rights. We will not be liable for any loss or damage
to you or any third party arising from your inability or failure for any reason
to comply with any of the foregoing obligations. We reserve the right to terminate your
account or suspend or otherwise deny you access to it or its benefits – all at our
sole discretion, for any reason, and without advance notice or liability.
(iv) Updating Your Communications Preferences and Account
can update or make changes to their Membership account information within their
account settings. If you would like to
stop receiving newsletters or other marketing or promotional messages, notifications,
or updates, you may do so by following the unsubscribe instructions that appear
in these e-mail communications. Please be
advised that you may not be able to opt-out of receiving certain service or transactional
messages from us, including legal notices.
If you have opted-in to receiving SMS/text messages from us, you may
opt-out at any time by following the instructions in the message and texting
“STOP.” If you have questions or require
assistance in implementing these requests, please contact us using the
information in the “Contact Us” section of our Privacy Statement.
Your Union Capital Boston Account. You may close your
Union Capital account at any time by sending an email to email@example.com.
and Collection of Your Information.
The ways we collect and use your personal information are disclosed in
our Privacy Statement.
B. Member Loyalty Rewards Program.
(i) General. The
UCB Loyalty Rewards Program (“Rewards Program”) is a voluntary program designed
to reward Members for community engagement.
The Rewards Program allows Members to earn Engagement Points (“Points”)
for their participation in certain community volunteer actions and
activities. There are no participation
or membership fees associated with our Rewards Program. A
current, valid email address is required for a Member to be able to participate
in and receive Points in connection with the Rewards Program. By participating in our program, you agree to
maintain and update your contact information, including your mailing address,
continuously and promptly, to keep it accurate, current, and complete. For more
details and information, our Rewards Program Guidelines are posted on: http://www.unioncapitalboston.org/points-and-rewards-info.
(ii) No Cash Value or Transferability. Points do not constitute property, do not
entitle a member to a vested right or interest, and have no cash value. As such, Points are not redeemable for cash,
transferable, or assignable for any reason. The sale or transfer of Points is strictly
prohibited. If the Rewards Program on
your account is cancelled, any Points remaining in your account will be
forfeited without compensation.
(iii) Points and Tier Status. Once you become a Member, you can begin
receiving Points through your participation in certain eligible volunteer
actions and activities that connect you with non-family community members. Eligible actions and activities count toward
your Point balance, which is converted into a Reward Tier (“Tier”). Your Tier status is based solely on your
Point balance, which in turn is based solely on your participation in eligible
activities during the calendar year, between January 1 and December 31. Following the conclusion of the calendar year,
your Tier status and Point balance will reset. You may view your Point balance and Tier
status by visiting your account page.
(iii) Redeeming Points Earned. Points and Tier status accumulate toward associated benefits or rewards
that we may specify from time to time at the following link: www.unioncapitalboston.org/points-and-rewards-info.
Our Rewards Program offers different rewards based your Tier status. Rewards are issued to you in the form of a third
party commercial stored value gift card, or some other means or method as we
determine from time to time. There is no
minimum guaranteed reward. The maximum
reward is the upper limit of the highest Tier, as set forth on our Rewards
page. To the extent allowed by
applicable law, we may cancel any accumulated Points if we become insolvent,
unable to pay our debts when due, file an action under the U.S. Bankruptcy
Code, or have such an action filed against us.
(iv) Changes to this Program. We may make changes to our Rewards Program,
including the value of points and reward benefits, at any time with or without
notice to you. If we do make any changes to our Rewards Program, we will post
an updated copy on www.unioncapitalboston.org/points-and-rewards-info. Your continued participation in the Rewards Program
constitutes acceptance of any changes.
C. UCB Network
Nights and Resource Fairs.
(i) General. UCB grants Members revocable licenses to attend UCB
Network Nights and Resource Fairs, whether hosted in-person or virtually (each,
an “Event”). By participating in an
Event, you agree to follow all instructions and guidelines issued by UCB at all
times during the Event. We reserve the
right to revoke the license with or without cause. In particular, the license may be withdrawn to
any Member whose conduct is deemed to be disorderly, who uses abusive language,
fails to comply with any physical or information security policies, or violates
any terms and/or rules imposed by the Event premises or by UCB, as applicable.
(ii) Photography Policy. During your participation in Events, you may be
filmed, videotaped, or photographed by or on behalf of UCB. Your participating in Events serves as
permission for use of your image, name, or likeness, any derivative works
thereof, by UCB at its discretion for the purposes of publicizing or promoting
UCB, Membership Services, Events, the UCB App or UCB contractors, without any obligation or remuneration to
you in any medium and format and without need to obtain your further approval.
2. UCB App Ownership; Limited
A. Ownership. The UCB App and all of its text, graphics, user
interfaces, photographs, trademarks, logos, sounds, music, artwork, computer
code (collectively, “UCB Content”), including but not limited to the design,
compilation, assembly, the “look and feel” of the UCB App, and arrangement of
the materials of the UCB App and arrangement of UCB Content, is owned,
controlled by UCB, our licensors, and/or other third parties. All rights, title, and interest in and to UCB
Content available via the Services are the property of UCB or our licensors or
certain other third parties, and are protected by US copyright, trademark,
trade dress, patent, and/or other intellectual property and unfair competition
rights and laws to the fullest extent possible.
UCB owns the copyright in the selection, compilation, assembly,
arrangement, and enhancement of the UCB Content.
B. Limited License. Subject to your strict
compliance with these Terms and any Additional Terms, UCB grants you a limited, non-exclusive, revocable, non-assignable,
personal, and non-transferable license to: download (temporary storage only),
display, view, use, play, and/or print one copy of the UCB Content (excluding
source and object code in raw form or otherwise, other than as made available
to access and use to enable display and functionality) on a personal computer,
mobile phone or other wireless device, or other Internet enabled device (each,
a “Device”) for your personal,
non-commercial use only. The foregoing
limited license: (i) does not give you any ownership of, or any other
intellectual property interest in, any UCB Content or the UCB App, and (ii) may
be immediately suspended or terminated for any reason, at UCB’s sole
discretion, and without advance notice or liability. In some instances, we may permit you to have
greater access to and use of UCB Content, subject to certain Additional Terms.
C. Reservation of All Rights Not Granted as to UCB App and
UCB Content. These Terms and any Additional Terms include
only narrow, limited grants of rights to UCB Content and to use and access the UCB
App. No right or license may be
construed, under any legal theory, by implication, estoppel, industry custom,
or otherwise. All rights not expressly
granted to you are reserved by UCB and its licensors and other third
parties. Any unauthorized use of any UCB Content
or the UCB App for any purpose is prohibited.
3. Your Use of the UCB App and UCB Content
A. UCB App Use Restrictions.
You agree that you will not: (i) reverse engineer, decompile,
disassemble, reverse assemble, or modify any UCB App source or object code or
any software or other products, services, or processes accessible through any
portion of the UCB App; (II) engage in any activity that interferes with a
user’s access to the UCB App or the proper operation of the UCB App, or
otherwise causes harm to the UCB App, UCB, or other users of the UCB App; (iii)
interfere with or circumvent any security feature of the UCB App or any feature
that restricts or enforces limitations on use of or access to the UCB App, the UCB
Content, or the User-Generated Content (defined below); (vii) harvest or
otherwise collect or store any information (including personally identifiable
information about other users of the UCB App, including email addresses,
without the express consent of such users); (viii) attempt to gain unauthorized
access to the UCB App, other computer systems or networks connected to the UCB
App, through password mining or any other means; or (ix) otherwise violate
these Terms or any Additional Terms.
B. UCB Content Use Restrictions.
You also agree that, in using the UCB App: (i) you will not monitor,
gather, copy, or distribute the UCB Content (except as may be a result of
standard search engine activity or use of a standard browser) on the UCB App by
using any robot, rover, “bot”, spider, scraper, crawler, spyware, engine,
device, software, extraction tool, or any other automatic device, utility, or
manual process of any kind; (ii) you will not frame or utilize framing
techniques to enclose any such UCB Content (including any images, text, or page
layout); (iii) you will keep intact all Trademark, copyright, and other intellectual
property notices contained in such UCB Content; (iv) you will not use such UCB Content
in a manner that suggests an unauthorized association with any of our or our
licensors’ products, services, or brands; (v) you will not make any
modifications to such UCB Content; (vi) you will not copy, modify, reproduce,
archive, sell, lease, rent, exchange, create derivative works from, publish by
hard copy or electronic means, publicly perform, display, disseminate,
distribute, broadcast, retransmit, circulate or transfer to any third party or
on any third-party application or website, or otherwise use or exploit such UCB
Content in any way for any purpose except as specifically permitted by these
Terms or any Additional Terms or with the prior written consent of an officer
of UCB or, in the case of UCB Content from a licensor, the owner of UCB Content;
and (vii) you will not insert any code or product to manipulate UCB Content in
any way that adversely affects any user experience.
C. Availability of UCB App and UCB Content. UCB
may immediately suspend or terminate the availability of the UCB App and UCB Content
(and any elements and features of them), in whole or in part, for any reason, at
UCB’s sole discretion, and without advance notice or liability.
A. General. UCB
may now or in the future offer users of the UCB App the opportunity to post,
upload, or otherwise make available on or submit through the UCB App
(collectively, “submit”) messages,
photos, comments, responses, personally identifiable information, or other
information or materials and the ideas contained therein (collectively, “User-Generated Content”). UCB may
allow you to do this through “Contact Us” tools, email, and other
communications functionality. Subject to
the license you grant in these Terms, you retain whatever legally cognizable
right, title, and interest that you have in your User-Generated Content and you
remain ultimately responsible for it. If
you choose to submit photos to the Service or include other images of real
people, then make sure they are of you or of you and someone you know – and
only if you have already have obtained their express permission to submit it.
B. User-Generated Content
Restrictions. Your User-Generated Content must not threaten,
abuse, or harm others, and it must not include any negative comments that are
connected to race, national origin, gender, sexual orientation, or physical
handicap. Your User-Generated Content
must not be defamatory, slanderous, indecent, obscene, pornographic, or
sexually explicit. If you submit
User-Generated Content that UCB reasonably believes violates these Terms or any
applicable Additional Terms, then we may take any legally available action that
we deem appropriate, in our sole discretion.
However, we are not obligated to take any action not required by law. We may require, at any time, proof of the
permissions referred to above in a form acceptable to us. Failure to provide such proof may lead to,
among other things, the User-Generated Content in question being removed from
C. Non-Confidentiality of Your User-Generated Content.
Except as otherwise described in the Privacy Statement
or any Additional Terms, you agree that: (a) your User-Generated Content will
be treated as non-confidential – regardless of whether you mark them “confidential,”
“proprietary,” or the like – and will not be returned; and (b) UCB does not
assume any obligation of any kind to you or any third party with respect to
your User-Generated Content. Upon UCB’s
request, you will furnish us with any documentation necessary to substantiate
the rights to such content and to verify your compliance with these Terms or
any Additional Terms. You acknowledge
that the Internet and mobile communications may be subject to breaches of
security and that you are aware that submissions of User-Generated Content may
not be secure, and you will consider this before submitting any User-Generated
Content and do so at your own risk.
D. License to UCB of Your User-Generated
Content. Except as otherwise described in any
applicable Additional Terms which specifically govern the submission of your
User-Generated Content, you grant to UCB the non-exclusive, unrestricted,
unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free
right and license to use, copy, record, distribute, reproduce, disclose, sell,
re-sell, sublicense (through multiple levels), display, publicly perform,
transmit, publish, broadcast, translate, make derivative works of, and
otherwise use and exploit in any manner whatsoever, all or any portion of your
User-Generated Content (and derivative works thereof), for any purpose whatsoever
in all formats, on or through any means or medium now known or hereafter
developed, and with any technology or devices now known or hereafter developed,
and to advertise, market, and promote the same.
In order to further effect the rights and license that you grant to UCB
to your User-Generated Content, you also hereby grant to UCB, and agree to
grant to UCB, the unconditional, perpetual, and irrevocable right to use and
exploit your name, persona, and likeness in connection with any User-Generated
Content, without any obligation or remuneration to you. Except as prohibited by law, you hereby
waive, and you agree to waive, any moral rights (including attribution and
integrity) that you may have to any User-Generated Content, even if it is altered
or changed in a manner not agreeable to you.
To the extent not waivable, you irrevocably agree not to exercise such
rights (if any) in a manner that interferes with any exercise of the granted
E. Exclusive Right to Manage Our
Service. UCB may, but will not have any obligation to,
review, monitor, display, post, store, maintain, accept, or otherwise make use
of, any of your User-Generated Content, and
UCB may, in its sole discretion, reject, delete, re-format, refuse to post
or otherwise make use of User-Generated Content without notice or any liability
to you or any third party in connection with our operation of User-Generated
Content venues in an appropriate manner.
Without limitation, we may do so to address content that comes to our attention
that we believe is offensive, obscene, lewd, lascivious, filthy, violent,
harassing, threatening, abusive, illegal, or otherwise objectionable or
inappropriate, or to enforce the rights of third parties or these Terms or any
applicable Additional Terms, including, without limitation, the content
restrictions set forth above. Such
User-Generated Content submitted by you or others need not be maintained on the
UCB App by us for any period of time and you will not have the right, once
submitted, to access, archive, maintain, or otherwise use such User-Generated
Content on the UCB App or elsewhere.
F. Representations and Warranties Related to Your User-Generated
Content. Each time you submit any User-Generated
Content, you represent and warrant that you are at least 13 years of age or
older or are the parent or legal guardian, or have all proper consents from the
parent or legal guardian, of any minor who is depicted in or contributed to any
User-Generated Content you submit, and that, as to that User-Generated Content:
(a) you are the sole author and owner of the intellectual property and other
rights to the User-Generated Content, or you have a lawful right to submit the
User-Generated Content and grant UCB the rights to it that you are granting by
these Terms and any Additional Terms, all without any UCB obligation to obtain
consent of any third party and without creating any obligation or liability of UCB;
(b) the User-Generated Content is accurate; (c) the User-Generated Content does
not and, as to UCB’s permitted uses and exploitation set forth in these Terms,
will not infringe any intellectual property or other right of any third party;
and (d) the User-Generated Content will not violate these Terms or any
Additional Terms, or cause injury or harm to any person.
G. Enforcement. UCB has no obligation to monitor
or enforce your intellectual property rights to your User-Generated Content,
but you grant us the right to protect and enforce our rights to your
User-Generated Content, including by bringing and controlling actions in your
name and on your behalf (at UCB’s cost and expense, to which you hereby consent
and irrevocably appoint UCB as your attorney-in-fact, with the power of
substitution and delegation, which appointment is coupled with an interest).
H. Alerting Us of Violations.
If you discover any User-Generated Content that violates this Agreement,
then you may report it to us here.
5. Notices and Communications With
A. Notices. You
agree that: (i) we may give you notices of new, revised or changed terms and
other important matters by prominently posting notice on the homepage of the UCB
App, or in another reasonable manner that we may elect; and (ii) we may contact
you by mail or email sent to the address provided by you. You agree to promptly notify us if you change
your email or mailing address by updating your account information. If you have a question regarding using the UCB
App, you may contact us at firstname.lastname@example.org. You acknowledge that the provision of customer
support is at UCB’s sole discretion and that we have no obligation to provide
you with customer support of any kind.
permitted by applicable law, you agree that all agreements, notices,
disclosures, and other communications that we provide to you electronically
satisfy any legal requirement that such communications be in writing.
Calls and Text Messages. As permitted by applicable law, when you
communicate with us electronically, such as via email and text message, you consent
to receive communications from us electronically. When you give us a phone number, you
expressly consent that we (and any party acting on our behalf) may contact you
by phone call or text message at that number. Standard messaging, data, and other fees may apply.
If you receive a text message from us
that contains promotional information, you can opt out of receiving future text
messages by replying “STOP” or otherwise contacting us with such request
pursuant to section 5D below.
D. Complaints, Feedback,
and Questions. Your feedback and questions matter. Please contact us by email, mail, or
phone using the details provided below:
Union Capital Boston, Inc.
1542 Columbus Ave.
Boston, MA 02119
6. Links-To Websites;
Advertisements; Dealings with Third Parties
A. Linked Services; Advertisements.
The UCB App may contain links, as part of third-party ads on the UCB App
or otherwise, to or from third-party websites (“Linked Services”), including websites operated by advertisers,
licensors, licensees, recruitment services, and certain other third parties who
may have business relationships with UCB.
UCB may have no control over the content, operations, policies, terms,
or other elements of Linked Services, and UCB does not assume any obligation to
review any Linked Services. UCB does not endorse, approve, or sponsor any Linked Services, or any
third-party content, advertising, information, materials, products, services,
or other items. Furthermore, UCB is not
responsible for the quality or delivery of the products or services offered,
accessed, obtained by, or advertised at such Linked Services. Finally, UCB will under no circumstances be
liable for any direct, indirect, incidental, or special loss or other damage,
whether arising from negligence, breach of contract, defamation, infringement
of copyright or other intellectual property rights, caused by the exhibition,
distribution, or exploitation of any information or content contained within
these third-party Linked Services. Any
activities you engage in connection with any of the same are subject to the
privacy and other policies, terms and conditions of use and/or sale, and rules
issued by the operator of the Linked Services.
UCB disclaims all liability in connection therewith.
B. Dealings with Third Parties.
Any interactions, correspondence, transactions, and other dealings that
you have with any third parties found on or through the UCB App (including on
or via Linked Services or advertisements) are solely between you and the third
party (including issues related to the content of third-party advertisements,
payments, delivery of goods, warranties (including product warranties), privacy
and data security, and the like). UCB
disclaims all liability in connection therewith.
7. Dispute Resolution
you reside in the U.S. (and as applicable to U.S. residents), certain portions
of this Section 7 are deemed to be a “written agreement to arbitrate” pursuant
to the Federal Arbitration Act. You and UCB
agree that we intend that this Section 8 satisfies the “writing” requirement of
the Federal Arbitration Act.
A. First – Try to Resolve Disputes and Excluded Disputes.
If any controversy, allegation, or claim arises out of or relates to your
Membership, Membership Services, the UCB App, the Content, your User-Generated
Content, these Terms, or any Additional Terms, whether heretofore or hereafter
arising (collectively, “Dispute”),
or to any of UCB’s actual or alleged intellectual property rights (an “Excluded Dispute”, which includes those
actions set forth in Section 7(D), then you and we agree to send a written
notice to the other providing a reasonable description of the Dispute or
Excluded Dispute, along with a proposed resolution of it. Our notice to you will be sent based on the
most recent contact information that you provide us. But if no such information exists or if such
information is not current, then we have no obligation under this Section 7(A). Your notice to us must be sent via email to: email@example.com. For a period of sixty (60) days from the date
of receipt of notice from the other party, you and UCB will engage in a dialogue
in order to attempt to resolve the Dispute or Excluded Dispute, though nothing
will require either you or UCB to resolve the Dispute or Excluded Dispute on
terms with respect to which you and UCB, at each of our sole discretion, are
B. Binding Arbitration. If we cannot resolve a Dispute as set
forth in Section 7(A) (or agree to arbitration in writing with respect to an
Excluded Dispute) within sixty (60) days of receipt of the notice, then ANY AND
ALL DISPUTES ARISING BETWEEN YOU AND UCB (WHETHER BASED IN CONTRACT, STATUTE,
REGULATION, ORDINANCE, TORT— INCLUDING, BUT NOT LIMITED TO, FRAUD, ANY OTHER
INTENTIONAL TORT OR NEGLIGENCE,—COMMON LAW, CONSTITUTIONAL PROVISION,
RESPONDEAT SUPERIOR, AGENCY OR ANY OTHER LEGAL OR EQUITABLE THEORY), WHETHER
ARISING BEFORE OR AFTER THE EFFECTIVE DATE OF THESE TERMS, MUST BE RESOLVED BY
FINAL AND BINDING ARBITRATION. THIS
INCLUDES ANY AND ALL DISPUTES BASED ON ANY PRODUCT OR SERVICE PURCHASED OR
ACCESSED OR USED THROUGH THE UBC APP OR ADVERTISING AVAILABLE ON OR THROUGH THE
SERVICE. For U.S. residents, the Federal
Arbitration Act (“FAA”), not state
law, shall govern the arbitrability of all disputes between UCB and you
regarding these Terms (and any Additional Terms) and the Service, including the
“No Class Action Matters” Section below.
BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT
AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY.
You and UCB agree, however, that the applicable state, federal or
provincial law, as contemplated in Section 7(H) below, shall apply to and
govern, as appropriate, any and all claims or causes of action, remedies, and
damages arising between you and UCB regarding these Terms, your Membership,
Membership Services and the UCB App, whether arising or stated in contract,
statute, common law, or any other legal theory, without regard to any
jurisdiction’s choice of law principles.
Any Dispute will be resolved solely by binding arbitration in
accordance with the then-current Commercial Arbitration Rules (“Rules”) of the American Arbitration
Association (“AAA”), except as
modified herein, and the arbitration will be administered by the AAA. If a party properly submits the Dispute to
the AAA for formal arbitration and the AAA is unwilling to set a hearing then
either party can elect to have the arbitration administered by the Judicial Arbitration
and Mediation Services Inc. (“JAMS”)
using JAMS’ streamlined Arbitration Rules and Procedures, or by any other
arbitration administration service that you and an officer or legal
representative of UCB consent to in writing.
If an in-person arbitration hearing is required and you are a U.S.
resident, then it will be conducted in Suffolk County, Massachusetts. You and we will pay the administrative and
arbitrator’s fees and other costs in accordance with the applicable arbitration
rules; but if applicable arbitration rules or laws require UCB to pay a greater
portion or all of such fees and costs in order for this Section 7 to be
enforceable, then UCB will have the right to elect to pay all such fees and
costs and proceed to arbitration. The
arbitration will be conducted by a single arbitrator who will apply and be
bound by these Terms and any Additional Terms, and will determine any Dispute
according to applicable law and facts based upon the record and no other basis,
and will issue a reasoned award only in favor of the individual party seeking
relief and only to the extent to provide relief warranted by that party’s
individual claim. All issues are for the
arbitrator to decide, except that those issues relating to the scope and
enforceability of the arbitration and class action waiver provisions are for
the court to decide. This
arbitration provision shall survive termination of these Terms or the
Service. You can obtain AAA and JAMS procedures, rules, and fee information as
follows: AAA: 800.778.7879 and http://www.adr.org and JAMS: 800.352.5267 and
C. Limited Time to File Claims.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO
ASSERT A DISPUTE (BUT NOT AN EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR WE
MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 11(A))
WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES -- OR IT WILL BE FOREVER
BARRED. Commencing means, as applicable:
(a) by delivery of written notice as set forth above in Section 7(A); (b) filing
for arbitration as set forth in Section 11(B); or (c) filing an action in
state, Federal or provincial court.
D. Injunctive Relief. The foregoing provisions of
this Section 7 will not apply to any legal action taken by UCB to seek an injunction
or other equitable relief in connection with, any loss, cost, or damage (or any
potential loss, cost, or damage) relating to the UCB App, any Content, your
User-Generated Content and/or UCB’s intellectual property rights (including
such UCB may claim that may be in dispute), UCB’s operations, and/or UCB’s
products or services.
E. No Class Action Matters.
YOU AND UCB AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN
YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY
PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. Disputes will be arbitrated only on an
individual basis and will not be joined or consolidated with any other arbitrations
or other proceedings that involve any claim or controversy of any other party. There shall be no right or authority for any
Dispute to be arbitrated on a class action basis or on any basis involving
Disputes brought in a purported representative capacity on behalf of the
general public, or other persons or entities similarly situated. But if, for any reason, any court with
competent jurisdiction holds that this restriction is unconscionable or
unenforceable, then our agreement in Section 7(B) to arbitrate will not apply
and the Dispute must be brought exclusively in court pursuant to Section 7(F). Notwithstanding any other provision of this
Section 7, any and all issues relating to the scope, interpretation and enforceability
of the class action waiver provisions contained herein (described in this “No
Class Action Matters” section), are to be decided only by a court of competent jurisdiction,
and not by the arbitrator. The
arbitrator does not have the power to vary these class action waiver provisions.
F. Jurisdictional Issues.
Except where arbitration is required above or with respect to the
enforcement of any arbitration decision or award, any action or proceeding
relating to any Dispute or Excluded Dispute arising hereunder may only be
instituted in state or Federal court in Suffolk County, Massachusetts. Accordingly, you and UCB consent to the
exclusive personal jurisdiction and venue of such courts for such matters.
G. Small Claims Matters Are Excluded from Arbitration
Requirement. Notwithstanding the foregoing, either of us
may bring qualifying claim of Disputes (but not Excluded Disputes) in small
claims court of competent jurisdiction.
H. Governing Law.
These Terms and any Additional Terms will be governed by and construed
in accordance with, and any Dispute and Excluded Dispute will be resolved in
accordance with the laws of the Commonwealth of Massachusetts, without regard
to its conflicts of law provisions.
OF REPRESENTATIONS AND WARRANTIES
ACCESS TO AND USE OF THE UCB APP OR MEMBERSHIP SERVICES IS
AT YOUR SOLE RISK. THE UCB APP AND MEMBERSHIP
SERVICES ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS”
BASIS. Therefore, to the fullest extent
permissible by law, UCB, its parent company and subsidiaries, and each of their
respective employees, officers, directors, members, managers, shareholders,
agents, vendors, licensors, licensees, contractors, customers, successors, and
assigns (collectively, the “UCB Parties”),
hereby disclaim and make no representations, warranties, endorsements, or
promises, express or implied, as to as to any damages, liability or injuries
caused by any failure of performance, error, omission, interruption, deletion,
defect, delay in operation or transmission, computer virus, communication line
failure, theft or destruction of or unauthorized access to, alteration of, or
use, whether for breach of contract, tort, negligence or any other cause of
FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN OR IN ADDITIONAL TERMS PROVIDED BY
A UCB PARTY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE UCB PARTIES HEREBY
FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR
MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE,
CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.
jurisdictions limit or do not allow the disclaimer of implied or other warranties
so the above disclaimers may not apply to the extent such jurisdictions’ laws
we are not responsible for the
conduct, whether online or offline, of any user of the UCB App. You assume all risk when using the UCB App or
Membership Services, including,
but not limited to, all of the risks associated with any online or offline interactions
with other users, including hiring or employing a user you meet through the UCB
App or Membership Services. You agree to take all necessary precautions
if you choose to contact, communicate and/or meet an individual through the
Services. YOU UNDERSTAND THAT WE DO NOT CONDUCT BACKGROUND OR OTHER CRIMINAL BACKGROUND
SCREENINGS ON OUR USERS OR ATTEMPT TO VERIFY THE STATEMENTS OF ITS USERS.
WE RESERVE THE RIGHT TO CONDUCT ANY CRIMINAL BACKGROUND CHECK OR OTHER
SCREENINGS (SUCH AS SEX OFFENDER REGISTER SEARCHES), AT ANY TIME AND USING
AVAILABLE PUBLIC RECORDS.
9. LIMITATIONS OF OUR LIABILITY
TO THE EXTENT PERMITTED UNDER ANY APPLICABLE LAW,
UNDER NO CIRCUMSTANCES WILL ANY UCB PARTIES BE RESPONSIBLE OR LIABLE FOR ANY
LOSS OR DAMAGES OF ANY KIND, including personal
injury or death or for any direct, indirect, economic, exemplary, special,
punitive, incidental, or consequential losses or damages that are directly or
indirectly related to:
(a) the UCB App, Rewards program or Membership Services (including the Content and the
User-Generated Content, including, without limitation, any individuals you meet
based on listings or recommendations made through the services;
use of or inability to use the UCB App, or the performance of the UCB App;
inability to redeem any Rewards, or loss of Points in accordance with this
action taken in connection with an investigation by UCB Parties or law
enforcement authorities regarding your access to or use of the UCB App;
action taken in connection with copyright or other intellectual property owners
or other rights owners;
errors or omissions in the UCB App’s technical operation; or
damage to any user’s computer, hardware, software, modem, or other equipment or
technology, including 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 losses or damages in the form of lost profits, loss of
goodwill, loss of data, work stoppage, accuracy of results, or equipment
failure or malfunction.
foregoing limitations of liability will apply even if any of the foregoing events
or circumstances were foreseeable and even if UCB Parties were advised of or
should have known of the possibility of such losses or damages, regardless of whether
you bring an action based in contract, negligence, strict liability, or tort
(including whether caused, in whole or in part, by negligence, acts of god,
telecommunications failure, or destruction of the UCB App).
jurisdictions do not allow the exclusion or limitation of incidental or
consequential damages of the sort that are described above, so the above
limitation or exclusion may not apply to you.
EXCEPT AS MAY BE PROVIDED IN ANY
ADDITIONAL TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO
EVENT WILL UCB PARTIES’ TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES,
AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE UCB APP,
YOUR MEMBERSHIP, MEMBERSHIP SERVICES AND YOUR RIGHTS UNDER THESE TERMS, EXCEED $500;
PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A TRIBUNAL WITH APPLICABLE
JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE.
FOR PURPOSES OF CLARITY, THE PRIOR SENTENCE DOES NOT EXPAND OR LIMIT ANY
EXPRESS, WRITTEN PRODUCT WARRANTY THAT IS PROVIDED BY US.
10. Waiver of Injunctive or Other
YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION
WITH YOUR USE OF THE UCB APP, MEMBERSHIP OR MEMBERSHIP SERVICES, THEN THE
LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE
YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS THAT, IN CONNECTION WITH YOUR
CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO
OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE
DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, USER-GENERATED
CONTENT, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR
CONTROLLED BY UCB (INCLUDING YOUR LICENSED USER-GENERATED CONTENT) OR A
LICENSOR OF UCB.
11. Changes to Terms. UCB may make modifications, deletions and/or
additions to these Terms (“Changes”)
at any time. We will notify you of changes thirty (30) days in advance of
implementing the Changes. We will provide notice by posting it in our Terms or
sending it to the email address associated with your use, or otherwise. Changes
to the Terms will become effective upon the effective date of implementation,
or if applicable when you opt in or otherwise expressly agree to the Changes,
whichever comes first. You can reject
any Changes by discontinuing use of the UCB App and Membership Services.
12. General Provisions
A. UCB’s Consent or Approval.
As to any provision in these Terms or any Additional Terms that grant UCB
a right of consent or approval, or permits UCB to exercise a right at its “sole
discretion,” UCB may exercise that right at its sole and absolute
discretion. No opt-in consent or
approval may be deemed to have been granted by UCB without being in writing and
signed by an officer of UCB.
B. Indemnity. You agree to, and you hereby,
defend, indemnify, and hold UCB Parties harmless from and against any and all
claims, damages, losses, costs, investigations, liabilities, judgments, fines,
penalties, settlements, interest, and expenses (including attorneys’ fees) that
directly or indirectly arise from or are related to any claim, suit, action,
demand, or proceeding made or brought against any UCB Party, or on account of
the investigation, defense, or settlement thereof, arising out of or in connection
with your User-Generated Content, use of the UCB App or Membership Services.
C. Severability; Interpretation.
If any provision of these Terms, or any Additional Terms, is for any
reason deemed invalid, unlawful, void, or unenforceable by a court or
arbitrator of competent jurisdiction, then that provision will be deemed severable
from these Terms or the Additional Terms, and the invalidity of the provision
will not affect the validity or enforceability of the remainder of these Terms
or the Additional Terms (which will remain in full force and effect). To the extent permitted by applicable law,
you agree to waive, and you hereby waive, any applicable statutory and common
law that may permit a contract to be construed against its drafter. Wherever the word “including” is used in
these Terms or any Additional Terms, the word will be deemed to mean
“including, without limitation,”. The
summaries of provisions and section headings are provided for convenience only
and shall not limit the full Terms.
D. Investigations; Cooperation with Law Enforcement;
Termination; Survival. UCB reserves the right, without any
limitation, to: (i) investigate any suspected breaches of its UCB App security
or its information technology or other systems or networks; (ii) investigate
any suspected breaches of these Terms and any Additional Terms; (iii) investigate
any information obtained by UCB in connection with reviewing law enforcement
databases or complying with criminal laws; (iv) involve and cooperate with law
enforcement authorities in investigating any of the foregoing matters; (v)
prosecute violators of these Terms and any Additional Terms; and (vi)
discontinue the UCB App or any Membership Service, in whole or in part, or,
except as may be expressly set forth in any Additional Terms, suspend or
terminate your access to it, in whole or in part, including any user accounts
or registrations, at any time, without notice, for any reason, and without any
obligation to you or any third party.
Any suspension or termination will not affect your obligations to UCB
under these Terms or any Additional Terms.
Upon suspension or termination of your access to the UCB App or
Membership Services, or upon notice from UCB, all rights granted to you under
these Terms or any Additional Terms will cease immediately, and you agree that
you will immediately discontinue use of the UCB App and/or Membership Services
(as applicable). The provisions of these
Terms and any Additional Terms (including the terms applicable to
User-Generated Content), which by their nature should survive your suspension
or termination will survive, including the rights and licenses you grant to UCB
in these Terms, as well as the indemnities, releases, disclaimers, and
limitations on liability and the provisions regarding jurisdiction, choice of
law, no class action, and mandatory arbitration.
E. No Waiver. Except as expressly set forth
in these Terms or any Additional Terms: (i) no failure or delay by you or UCB
in exercising any rights, powers, or remedies hereunder will operate as a
waiver of that or any other right, power, or remedy, and (ii) no waiver or
modification of any term of these Terms or any Additional Terms will be
effective unless in writing and signed by the party against whom the waiver or
modification is sought to be enforced. For
avoidance of doubt, nothing herein shall be construed to restrict UCB’s right
to amend these Terms or any Additional Terms as otherwise permitted in those
Capital Boston, Inc. All Rights Reserved.