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Terms and Conditions
Last updated
as of August 1, 2019
These Terms and Conditions (“T&C”) affect your legal rights and
obligations which include but are not limited to waivers of specific rights and
limitation of liability. They govern your use of the Website and Uulala. Please read and understand them carefully before
you move ahead. If you do not agree to any of these T&C then you should
immediately cease the use of the Uulala website
(https://uulala.io/) (“Website”) and delete any information collected from it
and refrain from use, purchase, sale or conduct of any other transaction
related to the Uulala token (“Token(s)” or “Uulala Token(s)”).
1.1. These T&C including any and all
Accompanying Documents, constitute a legally binding agreement between the
Company and any and all Users as defined herein in the Definitions (Clause 2).
1.2. Every person accessing the Website
or using the Token should comply with the T&C. Continued usage of the
Website or the use of the Token means that the User complies with the
provisions of these T&C and any and all accompanying documents and provides
valid consent to the same as per the laws applicable to you.
1.3. Users are recommended to immediately
read and understand these T&C, the Privacy Policy and all other
Accompanying Documents as it is implied that they consent to all the provisions
of the T&C, the Privacy Policy and all other Accompanying Documents through
their continued usage. If you do not agree with these T&C in general or any
part of thereof, you should immediately cease use of the Website and/or the
Tokens in any form and you are hereby prohibited from purchasing any
Tokens.
1.4. In addition to consent through
continued usage, your consent for the Use of Uulala,
its Website and/or its additional features can also be provided by use of any authentication
including by completing any required forms or through Use of the Website or
clicking on any required buttons/links on the Website or through email or by
use of any other authentication options provided by the Company or through any
other mode that is commonly used in the industry and is permitted by law.
The terms defined below in this section will have the meaning assigned
to them here throughout this entire document unless explicitly mentioned
otherwise:
2.1. “Accompanying Documents”
means other
documents related to the purchase of
Uulala Tokens in addition to these T&C
including but not limited to the Whitepaper, the Privacy
Policy, Simple Agreement for Future Tokens, KYC and AML guidelines for
the purchase of Tokens. In case of any discrepancies between Accompanying
Documents and the T&C, the latter shall apply.
2.2. “Account” means a User’s digital account created and
maintained on the Website, which is used to purchase Uulala
Tokens and later to store, view and Use the Tokens in other permitted ways. A
User is given the access to an Account upon its successful creation through
providing the Website with all the required information. Only authorized Users
have a right to purchase Tokens on the terms provided herein.
2.3. “Affiliated Parties” means any persons or entities that
are related to Company or Uulala Team, including, but
not limited to partners, officers, representatives, employees, agents and
contractors of the Company.
2.4. “Agreements” mean these T&C and any other rules,
policies or procedures that may be issued by the Uulala
Team and published from time to time on the Website (including the Accompanying
Documents).
2.5. “Applicable Law” means the laws of Bermuda.
2.6. “Cryptocurrency” means digital currency, represented
by Bitcoin (BTC) or Ethereum (ETH) or any other permitted digital currency used
by Users to purchase Tokens.
2.7. “Uulala” means a digital platform (not a
legal entity) run through a Website that provides the underbanked population
access to financial inclusion tools. Tokens are not shares, stock or any other
investment instrument and Uulala is not a stock
exchange.
2.8. “Uulala Team” means the creators of the Uulala
idea and initiators of the Uulala Token as presented
on the main page of the Website, who are experts in their respective fields and
involved in the development of the Uulala platform
and infrastructure.
2.9. “Uulala Tokens” or
“Tokens” means
cryptographic tokens, which have been/will be released by Uulala.
The mentioned Tokens would be released in compliance with the laws of the
country where they will be released. Tokens are not intended to be a commodity
or any other kind of financial instrument, do not represent any share, stake or
security or equivalent rights, including, but not limited to, any right to
receive future revenue shares and intellectual property rights, and do not
represent any ownership right except as specially provided in the Whitepaper
and/or other Accompanying Documents.
2.10. “Party” refers to either the Company or the User who
are bound by these T&C and “Parties” refers to both of them
together.
2.11. “Use” means use of the Website in any
manner and/or use of the Token(s) in any manner including but not limited to
sale, purchase, trading and transfer.
2.12. “User” (also referred to as “you” or
“your” as required) means any person who Uses the Website and/or Token, with or without
prior registration and authorization, or who uses the Account, with or without
prior registration or authorization. The Company reserves its right to set
forth at any time upon its own discretion special eligibility or other
requirements to certain Users to participate in a certain phase of Token
purchases (e.g., Accredited participants, etc.) as shall be mentioned on the
Website and Whitepaper.
2.13. “Company” (also referred to as “we”
or “us”) means Uulala Ltd., a company that is organized under the laws of
Bermuda for the purpose of developing, operating and implementing the Uulala platform. The Company is not a financial entity, investment
entity, investment advisor, financial consultant or a partner, employer, agent
or adviser for any User.
2.14. “Website” means the website -
https://uulala.io/ which is maintained and owned by the Company.
2.15. “Whitepaper” means one of the Accompanying
Documents published by the Company on the Website, describing technical and
marketing details of the Uulala Token, the idea and
purpose of Uulala, as well as respective pricing and
token distribution periods.
3.1. Important Note for Residents of United States of America, People’s
Republic of China, British Virgin Islands and Singapore and their overseas
territories or possessions (“Restricted States”): The citizens, people domiciled in
the Restricted States, and residents of the Restricted States are not eligible
and are not allowed to participate in the purchase of Tokens, or obtain the
Tokens through any manner or any transaction, owing to regulatory issues. The
foregoing restrictions also extend to companies or other legal entities created
and/or owned by citizens and residents of the Restricted States. Your Use of
the Website and/or the Tokens means that you are not domiciled resident or a
citizen of a Restricted State or own a company or other legal entity based in
the Restricted States. For other Users, if you become domiciled, resident or a
citizen of a Restricted State or own a company or other legal entity based in
the Restricted
States, you will immediately cease to Use the Website and/or Token and
inform us immediately.
3.2. These T&C are effective at the time the
User begins using the Website. The Users may withdraw from their obligation
under the T&C at any time by discontinuing the use of the Website and
surrendering the Tokens held by them without any compensation or any other
claims of any form against the Company, including without limitation its
officers, agents, representatives, employees, advisors, or any member or
affiliate of the Uulala Team.
3.3. The User acknowledges and accepts
that these T&C are subject to changes, modifications, amendments,
alterations or supplements at any time without prior written notice, at Company’s
sole discretion. The User’s continued use of the Website after any amendments
or alterations of these T&C and/or the Website shall constitute the User’s
consent hereto and acceptance hereof. At any case, the date of the most recent
amendments and alterations will be indicated at the top of these T&C.
3.4. The User acknowledges and accepts
that the Company reserves the right, at its own and complete discretion and at
any time, to modify or to temporarily or permanently suspend or eliminate the
Website and Uulala, and/or disable any access to the
Website or Uulala for any reason.
3.5. By using this Website each User
covenants, represents, and warrants that (under the Applicable Law and law of
the country of User’s residence and citizenship):
3.5.1. he (she) is of an age of majority to enter into these Agreements (at
least 18
years of age), meets all other eligibility and residency requirements,
and is fully able and legally competent to use the Website, enter into
agreement with the Company and in doing so will not violate any other agreement
to which he (she) is a party;
3.5.2. he (she) has necessary and relevant experience and knowledge to deal
with
cryptographic tokens, cryptocurrencies and Blockchain-based systems, as
well as full understanding of their framework, and is aware of all the merits,
risks and any restrictions associated with cryptographic tokens (their purchase
and use), cryptocurrencies and Blockchainbased
systems, as well as knows how to manage them, and is solely responsible for any
evaluations based on such knowledge;
3.5.3. if he (she) is a corporation, governmental organization or other legal
entity, you have the right, power and authority to enter into this
agreement on behalf of the corporation, governmental organization or other
legal entity and bind them to these T&C;
3.5.4. he (she) will not be using the Website for any illegal activity,
including
but not limited to money laundering and the financing of terrorism;
3.5.5. he (she) is not a resident or citizen of the
Restricted States as specified in
paragraph 3.1. hereof.
3.6. A User shall not use the Website if
under the Applicable Law and/or law of the country of User’s residence he (she)
is prohibited from using it. Any User that is in any manner limited or
prohibited from the purchase, possession, transfer, use or other transaction
involving any number or amount of Tokens under the mentioned law should not
access this Website and is prohibited from accessing, referencing, engaging, or
otherwise using this Website.
3.7. Before using the Website and/or making any
offer for purchase or purchasing any
Tokens, a User is obliged to read carefully any other Accompanying
Documents that regulate the Website usage and Tokens Sale procedure. The
mentioned Accompanying Documents shall be regarded as an inalienable part
hereof and their terms of use shall be the same as for these T&C. By using
the Website each and any User confirms that he (she) has fully read and
understood not only these T&C, but any Accompanying Documents and fully
accepts their terms.
3.8. The pages of the Website may contain
links to third-party websites and services. Such links are provided for your
convenience, but their presence does not mean that they are recommended by the
Company. The Company does not guarantee their safety and conformity with any
User expectations. Furthermore, the Company is not responsible for maintaining
any materials referenced from another site, and makes no warranties for that
site or respective service. The Company assumes no obligations in the event of
any damage or loss, or any other impact, directly or indirectly resulting from
the use of any content, goods or services available on or through any such
third-party websites and resources.
4.1. By
completing and/or submitting the requisite forms and/or completing additional
procedures prescribed under these T&C and Accompanying Documents, you are
hereby representing and agreeing that you are an “Accredited Investor” as
defined by your applicable local state and federal securities laws if you participate
in any purchase of future Uulala Tokens that are not
functional as of the date hereof. The term "accredited investor" is
defined in Rule 501 of Regulation D of the U.S. Securities and Exchange
Commission (SEC) as: (a) a bank, insurance company, registered investment
company, business development company, or small business investment company;
(b) an employee benefit plan, within the meaning of the Employee Retirement
Income Security Act, if a bank, insurance company, or registered investment
adviser makes the investment decisions, or if the plan has total assets in
excess of $5 million; (c) a charitable organization, corporation, or
partnership with assets exceeding $5 million; (d) a director, executive
officer, or general partner of the company selling the securities; (e) a
business in which all the equity owners are accredited investors; (f) a natural
person who has individual net worth, or joint net worth with the person's
spouse, that exceeds $1 million at the time of the purchase, or has assets under
management of $1 million or above, excluding the value of the individual's
primary residence; (g) a natural person with income exceeding $200,000 in each
of the two most recent years or joint income with a spouse exceeding $300,000
for those years and a reasonable expectation of the same income level in the
current year; or (h) a trust with assets in excess of $5 million, not formed to
acquire the securities offered, whose purchases a sophisticated person
makes." YOU ARE HEREBY FORBIDDEN TO PROCEED WITH PARTICIPATION AND/OR
PURCHASE OF ANY FUTURE UULALA TOKENS THAT ARE
NOT FUNCTIONAL AS OF THE DATE HEREOF IF YOU ARE NOT AN ACCREDITED
INVESTOR AS DEFINED BY YOUR APPLICABLE LOCAL STATE AND FEDERAL SECURITIES LAWS.
4.2. By completing and/or submitting the
requisite forms and/or completing additional procedures prescribed under these
T&C and Accompanying Documents, you are requesting the Company to create an
Account for you for the purpose of participation in the Use of Tokens. This
creation of an Account on the Website is being made in Company’s discretion, at
your sole request and with your chosen login details and password. You warrant
that any and all information provided for the purpose of your Account creation
is valid, current, complete and accurate. Registration data and other
information submitted by you and used for the creation of the Account is used
subject to the accompanying Privacy Policy and other Accompanying Documents
available on the Website.
4.3. You hereby expressly consent that you are
solely responsible for the use of your login and password for the Account, for
any registration data provided for Account creation, and for any actions during
any use of your Account. You agree to keep your login details and password
private and to immediately notify the Company of any unauthorized Account
activity you may be aware of and to modify your login and password information
respectively. You are solely responsible for any loss or damage you or we may
face as a result of your failure to do so and we may undertake legal
proceedings to recover any such losses.
4.4. You may request to deactivate or
terminate your Account on the Website at any time and for any reason by sending
a request for the same in the contact form on the Website. We shall be entitled
to recover any amounts owing or outstanding from you, whether resulting from
the Use of your Account prior to termination, at the time of termination of the
Account, and/or even after the termination of the Account, through all possible
means, regardless of when discovered, requested or owed, and this right shall
survive any termination of your Account.
4.5. We may terminate your use of and
registration with the Website at any time if You violate these T&C or any
other Accompanying Documents of the Company, at our sole discretion and without
prior notice and/or without any liability or further obligation of any kind
whatsoever to you or any other Party, when we find such measures reasonable
and/or necessary in a particular situation.
5.1. To the extent allowable under Applicable Law, the User shall indemnify,
defend, and hold the Company and/or its subsidiaries, Affiliated Parties,
directors, officers, employees, agents, successors, and permitted assignees
harmless from and against any and all claims, damages, losses, suits, actions,
demands, proceedings, expenses, and/or liabilities (including but not limited
to reasonable attorneys’ fees incurred and/or those necessary to successfully
establish the right to indemnification) filed/incurred by any third party
against the Company arising out of a breach of any warranty, representation, or
obligation hereunder.
5.2. You shall not have any claim of any nature whatsoever against us for any
failure by us to carry out any of our obligations under these T&C as a
result of causes beyond our control, including but not limited to any strike,
lockout, shortage of labor or materials, delays in transport, hacker attacks on
the Website or any resources which have any relation to Token purchases, accidents
of any kind, any default or delay by any sub-contractor or supplier of ours,
riot, political or civil disturbances, unavoidable casualty, delays in delivery
of materials, embargoes, government orders, acts of civil or military
authorities, acts by common carriers, emergency conditions (including weather
conditions) incompatible with safety or good quality workmanship, any similar
unforeseen event that renders performance commercially implausible, any delay
in securing any permit, consent or approval required by us, for the supply of
products under these T&C or any other authority or any other cause
whatsoever beyond our absolute and direct control. If an event of force majeure
occurs, Company may elect to suspend the Agreements, in whole or part, for the
duration of the force majeure circumstances.
6.1. Any and all purchases of Tokens are final and non-refundable. By
purchasing the Tokens, the User acknowledges that neither Company nor any other
of its Affiliated Parties are required to provide a refund for any reason, and
that the User will not receive or demand money or other compensation for any
Tokens that are not used or remain unused for any reason.
6.2. This Website and the Tokens are provided on an “as is” basis and without
any warranties of any kind, either expressed or implied. You assume all
responsibility and risk with respect to your use of the Website and buying of
any number or amount of Tokens and their use.
6.3. You hereby expressly agree that, to the maximum extent permitted by the
Applicable Law, the Company or its Affiliated Parties do not accept any
liability for any damage or loss, including loss of any savings, business,
revenue, or profits, or future profits or loss of or damage to data, equipment,
or software (direct, indirect, punitive, actual, consequential, incidental,
special, exemplary or otherwise), resulting from any use of, or inability to
use, this Website or the material, information, software, facilities, services
or content on this Website, from the purchase of the Tokens or their use by the
User, regardless of the basis upon which the liability is claimed.
6.4. You understand and agree that the Company and any of its Affiliated
Parties shall not be held liable to and shall not accept any liability,
obligation or responsibility whatsoever for any change of the value (if it is
ever attributed to the Tokens) of the Tokens or cryptocurrency. The Company
shall not provide to the User any refund possibility (payout liquidity) for the
purchased Tokens. The User understands and expressly agrees that the Company
shall not guarantee in any way that Tokens might be sold or transferred during
or after the Tokens are purchased.
6.5. You understand and agree that it is your sole obligation to ensure
compliance with any legislation relevant to your country of citizenship,
residency or domicile concerning use of this Website and Use and purchase of
the Tokens, and that the Company and its Affiliated Parties should not accept
any liability for any illegal or unauthorized use of this Website and use and
purchase of the Tokens. In case of any change in legislation in your country of
citizenship, residency or domicile which makes the Use of the Website and/or
Tokens illegal, you agree to cease use of the Website and/or Tokens immediately
and absorb any possible losses arising out of the same. You agree to be solely
responsible for any applicable taxes imposed on Tokens that you propose to purchase
and/or purchase hereunder.
6.6. Acquisition of Tokens does not present an exchange of cryptocurrencies
for any form of ordinary shares. Holders of Tokens are not entitled to any
guaranteed form of interest, dividend or other revenue right unless specifically
mentioned in the White Paper or the other Accompanying Documents. Holders of
the Uulala Tokens are only entitled to a limited
right of the use of the Tokens in Uulala if it is
successfully purchased, produced, Used and launched in accordance with the
terms set out herein.
6.7. If Applicable Law does not allow all or any part of the above limitation
of liability to apply to you, the limitations will apply to you only to the
extent permitted by Applicable Law. You understand and agree that it is your
obligation to ensure compliance with any legislation relevant to your country
of domicile concerning use of the Website, and that you should not accept any
liability for any illegal or unauthorized use of the Website. You agree to be
solely responsible for any applicable taxes imposed on Tokens that you propose
to purchase and/or purchase or the services provided by the Website
hereunder.
6.8. Some jurisdictions do not allow the exclusion of certain warranties or
disclaimers of implied terms in contracts with Users, so some or all of the
exclusions of warranties and disclaimers in this section may not apply to you.
In case of those situations, the T&C and Accompanying Documents will govern
you to the maximum permissible limits.
6.9.
We will take reasonable steps to
exclude any viruses from the Website, but cannot guarantee or warrant that any
material available for downloading from the Website will be free from
infection, viruses and/or other code that has contaminating or destructive
properties. The Company does not warrant or represent that any information on
the Website is accurate or reliable or that the Website will be free of errors,
that defects will be corrected, or that the service or the server that makes it
available is free of viruses or other harmful components. You understand and
acknowledge that the Use of the Website carries a risk of infection, viruses
and/or other code that has contaminating or destructive properties to your
hardware, software and related electronics, and that we assume no liability in
connection therewith, and you hold us and our Affiliated Parties harmless for
all such related damage that may arise out of your use of the Website. The
Company and its Affiliated Parties shall not be liable for interruptions to the
availability of the Website, in any country and/or geographic location, or at
any given time.
7.1. Any cryptographic tokens that possess value in public markets, such as
Bitcoins or Ether, have demonstrated extreme fluctuations in price over short
periods of time on a regular basis. A purchaser of Tokens should be prepared to
expect similar fluctuations, both down and up, in the price of Tokens
denominated in respective cryptocurrency (BTC or ETH) or FIAT currencies of
other such jurisdictions. Such fluctuations are due to market forces and
represent changes in the balance of supply and demand. The Company cannot and
does not guarantee market liquidity for Tokens. By purchasing Tokens, you
expressly acknowledge and represent that you fully understand that you may not
be able to sell the Tokens in any markets and experience volatility in pricing
and will not seek to hold the Company or any of its Affiliated Parties liable
for any losses or any special, incidental, or consequential damages arising from,
or in any way connected to, the sale of Tokens.
7.2. The purchase of Tokens carries with it a number of risks. Prior to
purchasing Tokens, you should carefully consider the risks listed herein and,
to the extent necessary, consult an appropriate lawyer, accountant, or tax
professional. If any of the risks are unacceptable to you, you should not
purchase Tokens. By purchasing Tokens, and to the extent permitted by
Applicable Law, you are agreeing not to hold the Company or any Affiliated
Parties liable for any losses or any special, incidental, or consequential
damages arising from, or in any way connected, to the sale of Tokens, including
losses associated with the risks set forth herein.
7.3. Should you proceed to purchase any Tokens and the product fails to be
suitable for the special or particular purpose as intended by you, we will not
be liable to you for such unsuitability (including but not limited to accepting
the return of, or refunding to you the purchase price of the respective Tokens).
7.4. We make no representations or warranties, whether express or implied,
and assume no liability or responsibility for the proper performance of any
services, online cryptocurrency services, assets or platforms and/or the
information, images or audio contained or related to the Website. You use the
Website at your own risk.
7.5. It is possible that the Uulala platform will not be used by a large number of
individuals, and other entities and that there will be limited public interest
in the mentioned project. Such a lack of interest could impact the development
of the and potential use of the platform. Therefore, the success of the
mentioned project cannot be predicted.
7.6. The User recognizes that the Uulala platform
is under continuous modifications and may undergo significant changes
continuously. The User acknowledges that any expectations regarding the form
and functionality of the Uulala platform may not be
met for any number of reasons, including but not limited to continuous change
in the design and implementation plans and execution of the implementation of Uulala.
7.7. The Company and the Uulala team do not support
any unfair or fraudulent practices and confirm their intention to develop and
launch the Uulala project. However, due to the risks associated
with cryptocurrency and digital tokens market (including those described in
this Section), the User understands and accepts that while the Uulala development team will make reasonable efforts to
complete the mentioned project, it is possible that an official completed
version of the Uulala platform may not be released
and may never be operational.
7.8. We are not responsible for the proper and/or complete transmission of
the information contained in any electronic communication or of the electronic
communication itself, nor for any delay in its delivery or receipt.
7.9. Security measures have been implemented to ensure the safety and
integrity of any of the services related to the Tokens. However, despite this,
information that is transmitted over the internet or Blockchain may be
susceptible to unlawful access and monitoring.
7.10. The Tokens are unregulated. The
Company and the Uulala Team are closely following
changes to legislation in the most relevant jurisdictions in the world and undertakes
to act accordingly, if changes impact operations of Tokens. The Company and the
Uulala Team and any of its Affiliated Parties are not
a financial institution and are currently not under supervision of any
financial supervisory authority. We do not provide any licensed financial
services, such as investment services, financial advisory, money changing,
banking, fund management or investment advice. This sale of Tokens is not a
public offering of equity or debt and consequently does not fall under any
securities or prospectus regulation.
7.11. This document or any other document
produced and signed by us, as well as the Website, and any of their content
does not constitute an offer or solicitation to sell shares or securities.
7.12. None of the information or analyses
presented are intended to form the basis for any investment decision, and no
specific recommendations are intended, and the Website is not and does not
offer and shall not be construed as investment or financial product.
7.13. There are no warranties and/or
guarantees that Tokens will be listed or made available for exchange for other
cryptographic tokens and/or fiat money, and no guarantees are given whatsoever
with the capacity (volume) of such potential exchange. It shall be explicitly
cautioned that such exchange, if any, might be subject to poorly-understood
regulatory oversight, and we do not give any warranties in regard to any
exchange services providers. In any case we will not enable exchange Tokens for
fiat currency. At any given time, User may not be able to acquire or dispose of
Tokens due to potential lack of liquidity.
7.14. It is possible that even if the
Token and the Uulala platform is fully functional,
Users may not be able to participate in any intended or implied projects and
use their Tokens. By holding Tokens, the User acknowledges that he or she
understands that while every effort will be made to keep the Uulala platform functioning, the platform or Website may,
from time to time, have to be closed down, temporarily or for an indefinite
period, or may otherwise not perform as expected, and the Token holders
understand and accept the risk accompanying holding such Tokens, and their
reliance on the functionality of the platform and Website, and the Users accept
complete and sole responsibility of the Tokens, and assume all risks therefor,
notwithstanding the potential lack of functionality of the Uulala
platform, or the potential for issue with the use of Tokens where the Uulala platform is functional.
8.1. The Company has valid, unrestricted and exclusive ownership of rights to
use the patents, trademarks, trademark registrations, trade names, copyrights,
know-how, technology and other intellectual property necessary to the conduct of
selling of the Tokens, Uulala and its activities
generally.
8.2. In no way shall these T&C entitle any User to any intellectual
property of the Company, including the intellectual property rights for the
Website and all text, graphics, user interface, visual interface, photographs,
trademarks, logos, artwork, and computer code, design, structure, selection,
coordination, expression and other content connected to the Website.
Arrangement of such content is owned by the Company and is protected by
national and international intellectual property rights protection laws.
8.3. There are no implied licenses
under the Agreement, and any rights not expressly granted to the User hereunder
are reserved by the Company.
8.4. If for the purpose of any intellectual property right registration of
the Company, any documentary submission or any other action is required from
the User, the User must provide the Company with the respective assistance
without any remuneration for the same.
9.1. All questions concerning the construction, validity, enforcement and
interpretation of the Agreements shall be governed by and construed and
enforced in accordance with the laws of Bermuda (“Applicable Law”).
9.2. Notice to Company shall be sent by e-mail to Company by overnight
delivery or certified mail (return receipt requested), each with a copy sent to
Company at via electronic mail at [email protected] Notice to you shall be
either posted on our website or, if available, will be sent by email to any
email address you provided in connection with your purchase of Tokens or use of
the Website, or creation of your Account. Your notice to us must include (i) your name, postal address, email address and telephone
number, (ii) a description in reasonable detail of the nature or basis of the
dispute or alleged breach by Company, and (iii) the specific relief that you
are seeking. No failure or omission of Company’s obligations hereunder shall be
deemed a breach of the T&C unless Company has failed to cure such failure
or omission after forty-five
(45) days from receipt of your notice dealing its breach hereof.
9.3. Except for any disputes, claims, suits, actions, causes of action,
demands or proceedings (collectively, “Disputes”) in which either Party seeks
injunctive or other equitable relief for the alleged unlawful use of
intellectual property, including, without limitation, copyrights, trademarks,
trade names, logos, trade secrets or patents, you and Company (i) waive your and Company’s respective rights to have any
and all Disputes arising from or related to these T&C resolved in a court,
and (ii) waive your and Company’s respective rights to a jury trial. Instead,
you and Company will arbitrate Disputes through binding arbitration (which is
the referral of a Dispute to one or more persons charged with reviewing the
Dispute and making a final and binding determination to resolve it instead of
having the Dispute decided by a judge or jury in court).
9.4. The parties waive all their rights to claim Class Arbitrations, Class
Actions or Representative Actions. Any Dispute arising out of or related to
these T&C is personal to you and Company and will be resolved solely
through individual arbitration and will not be brought as a class arbitration,
class action or any other type of representative proceeding. There will be no
class arbitration or arbitration in which any individual attempts to resolve a
Dispute as a representative of another individual or group of individuals.
Further, a Dispute cannot be brought as a class or other type of representative
action, whether within or outside of arbitration, or on behalf of any other
individual or group of individuals.
9.5. The Agreements will be deemed made and entered into in the State of
Bermuda and the validity, construction, performance and breach of the
Agreements will be governed by the laws of the State of Bermuda applicable to
agreements made and to be wholly performed therein, without regard to conflict
of law principals. Any controversy or claim arising out of or relating to any
Dispute shall be settled by arbitration administered by ADR Services, Inc.
(“ADR Services”) in accordance with the then-current ADR Services Arbitration
Rules, and judgment on the award rendered by the arbitrator may be entered in
any court having jurisdiction thereof. The place of arbitration shall be in the
Los Angeles metropolitan are of Southern California.
The Parties shall select a mutually acceptable arbitrator knowledgeable about
issues related to the subject matter of this Agreement.
9.6. If any term, clause or provision
of this Clause 9 is held invalid or unenforceable, it will be so held to the
minimum extent applicable and required by law, and all other terms, clauses and
provisions of this Clause 9 will remain valid and enforceable. Further, the waivers
set forth in Clause 9.4 above are severable from the other provisions of these
T&C and will remain valid and enforceable, except as prohibited by
Applicable Law.
10.1. The Agreements set forth the entire
understanding between each User and the Company and the Uulala
Team with respect to the purchase and sale of Tokens. For facts relating to the
sale and purchase, the User agrees to rely only on the Agreements in
determining purchase decisions and understands that these documents govern the
sale of Tokens and supersede any public statements about the Tokens made by
third parties or by the Uulala Team or Company or
individuals associated with Uulala Team or Company,
past and present.
10.2. If any term, clause or provision of
these T&C is held unlawful, void or unenforceable, then that term, clause
or provision will be severable from these T&C and will not affect the
validity or enforceability of any remaining part of that term, clause or
provision, or any other term, clause or provision of these T&C.
10.3. The failure of the Company to
require or enforce strict performance by User of any provision of these
Agreements or failure to exercise any right under these Agreements shall not be
construed as a waiver or relinquishment of the Company’s right to assert or
rely upon any such provision or right in that or any other instance. The
express waiver by the Company of any provision, condition, or requirement of
these T&C shall not constitute a waiver of any future obligation to comply
with such provision, condition or requirement. Except as expressly and
specifically set forth in this these T&C, no representations, statements,
consents, waivers, or other acts or omissions by the Company shall be deemed a
modification of these T&C nor be legally binding, unless documented in
physical writing, and executed by the User and a duly appointed officer,
employee, or agent of the Company.
10.4. The Company and Uulala
Team will cooperate with all law enforcement enquiries, subpoenas, or requests
provided they are fully supported and documented by the law in the relevant
jurisdictions.
10.5. The Company and its Affiliated
Parties strictly follow, among other regulations, as applicable, anti-money
laundering (AML), “know your customer” (KYC) and other banking or government
regulations in respective jurisdictions. Each and any User fully agrees to
assist the Company in complying with all regulations, rules, laws and
applicable guidelines to the Website and Tokens, and to provide any necessary
information if such is required from the User by the competent authority. Company reserves the right to conduct KYC
analyses and identity verification on an ongoing basis, i.e. not simply the
first time the party accesses the Uulala website
and/or uses a token.
10.6. The Agreements may be updated with
or without notice from time to time and the version available at the Website on
a given date will be considered as the governing document for any incidents
arising on that date. An update of the Agreements on the Website will be
considered as valid notice to everyone and all Users and interested parties are
requested to visit the Website regularly to update themselves about the latest
updates to the Agreements.
10.7. The Agreements will not be
interpreted against one Party merely because it was drafted by one Party.
10.8. For purposes of Agreements, whenever
the context requires: (a) the singular number shall include the plural, and
vice versa; (b) the masculine gender shall include the feminine and neuter
genders, the feminine gender shall include the masculine and neuter genders,
the neuter gender shall include the masculine and feminine genders; and (c) the
words include and including, and variations thereof, shall not be deemed to be
terms of limitation, but rather shall be deemed to be followed by the words
without limitation.
10.9. The User shall not assign any of the Agreements, either in whole or in part, without the express prior written consent of the Company. Any such attempted assignment shall be void.