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.

THESE 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.

Introduction

Welcome!  These Terms of Use (“Terms”) govern your UC Membership, including use of the mobile-responsive website platform ucbapp.org and related sites (“UC App”), UC 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, Inc. (“UC”, “we”, “our”, or “us”).  By becoming a UC Member, you acknowledge and accept UC’s Privacy Statement.

Please read these Terms carefully, as they constitute a written agreement between you and Union Capital (“UC” 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.

In 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 UC 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 terms of use.

Linkable 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.            UC Membership, Rewards Program, and Events

2.            Services and UC Content Ownership; Limited License

3.            Your Use of Services and UC 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

Terms of Use

1.            UC Membership, Rewards Program, and Events

A.           Membership.

(i)           General.  In order to access or use Membership Services that are reserved for UC Members, you must first complete the registration process on the UC website.   When you become a UC Member, you will be able to access the UC App and online calendar of events to learn about volunteer opportunities, community events, and to earn financial rewards for community engagement. 

(ii)          Membership Eligibility.  UC 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 UC 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)         UC App Sign Up.  When you sign up for the UC 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 contact@unioncapitalboston.com; 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 Information.  Members 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.

(v)          Closing Your Union Capital Account.  You may close your Union Capital account at any time by sending an email to contact@unioncapitalboston.com.

(vi)          Use 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 UC 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 License

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. 

4.            Content You Submit

               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 the Service.

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 rights.

               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 Us

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 contact@unioncapitalboston.com. 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.

B.           Electronic Delivery. As 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. 

C.           Phone 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

617-971-6815

contact@unioncapitalboston.com

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

If 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: contact@unioncapitalboston.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 not comfortable.

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 http://www.jamsadr.com.

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.

8.            DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

YOUR 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 action.

EXCEPT 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.

Some 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 are applicable.

Further, 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;

(b)          your use of or inability to use the UCB App, or the performance of the UCB App;

(c)          your inability to redeem any Rewards, or loss of Points in accordance with this Agreement;

(d)          any action taken in connection with an investigation by UCB Parties or law enforcement authorities regarding your access to or use of the UCB App;

(e)          any action taken in connection with copyright or other intellectual property owners or other rights owners;

(f)           any errors or omissions in the UCB App’s technical operation; or

(g)          any 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.

The 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). 

Some 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 Equitable Relief

IF 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 agreements.

©2021 Union Capital Boston, Inc. All Rights Reserved.