Terms of Use

UBICQUIA WEBSITE TERMS AND CONDITIONS OF USE

Please read the following terms of service agreement carefully.

By accessing, using, or in any other way interacting with Ubicquia’s website(s) and/or web-delivered services, you hereby agree to be bound by the terms and conditions recited in this agreement and by all terms and conditions incorporated herein by reference. It is your responsibility (e.g., the user, customer, prospective customer, or the like) to read these terms and conditions before interacting with this website and BEFORE interacting with any of Ubicquia’s web-delivered services. If you do not expressly agree to all of the terms and conditions, then do not access, use, or otherwise interact with Ubicquia’s website(s) and/or web-delivered services. This terms of service agreement is effective as of: 07/26/2019.

You, as a User of UBICQUIA’S Website and Services, insure and hold UBICQUIA and its Affiliates, including the officers, directors, employees, agents, subsidiaries, parent subsidiaries, co-branders, partners, associates, licensors, and all other related third parties thereof, blameless and not liable for any claim or demand, which may include, but is not limited to, attorney fees made by you or any third party, which may arise from, the use of UBICQUIA’S Website and Services, your violations of this Agreement, and/or your violation of any rights of another person or entity.

  1. ACCEPTANCE OF TERMS.

    This Terms of Service Agreement (“Agreement”) is a legally binding agreement that governs the relationship with our users and others, either or both of which may interact with us and our Affiliates, in association with the use of the UBICQUIA website and the Services delivered through the UBICQUIA website. For the avoidance of doubt, we are Ubicquia LLC (“UBICQUIA”), located at 1333 Gateway Drive, Suite 1003/1004, Melbourne, Florida 32901, and the UBICQUIA Website and its Services.

  2. Definitions

    • “Affiliate” means any entity, now or hereafter existing, that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the subject entity. “Control,” for the purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interest in the subject entity.
    • Content” includes, but is not limited to, processor-executable software, human and/or machine readable software, information, works, databases, text, audio, images, video, tactile data, and other machine-generated and machine-presentable information.
    • “Industrial Device Services” means processor-executable software operating over the Internet in a client-server architecture to collect, aggregate, and deliver data exclusively associated with network-connected industrial devices; processor-executable software operating over the Internet in a client-server architecture to control network-connected industrial devices; and processor-executable software operating over the Internet in a client-server architecture to monitor various operational characteristics of network-connected industrial devices.
    • “Services” means Industrial Device Services, and, exclusively in relation to the products and services provided by UBICQUIA, information collection, information delivery, and e-commerce.
    • “Software” and “SOFTWARE” mean essential software used in connection with UBICQUIA’S Website and Services. “Software” and “SOFTWARE” are provided by, or otherwise expressly directed for use or download as the context requires, by UBICQUIA or its Affiliates. For the avoidance of doubt, “Software” and “SOFTWARE,” which are distinguished from “software” in the present Agreement, are a subset of “software.”
    • “Website” means www.ubicquia.com, including all of its Content, along with any other websites that provide the Services defined in this Agreement, along with the Content of such websites, which websites are hosted, administered, populated, or otherwise provided by or at the direction of UBICQUIA or its Affiliates.
    • “User” means any human or human-directed machine that accesses, uses, or in any other way interacts with UBICQUIA’S Website and/or UBICQUIA’S web-delivered Services.
  3. DESCRIPTION OF WEBSITE SERVICES OFFERED.

    The Website is a business-focused, Internet-accessible website that performs or provides one or more web-based Services. The Website may also include one or more Software applications that operate on or via any type of computing device to perform or provides one or more web-based Services, and those Software applications may be made available on various social media networking sites and numerous other platforms and downloadable programs. The Website has the following additional description:

    UBICQUIA enables Smart City deployment utilizing UBICQUIA’S hardware devices. UBICQUIA’S hardware devices are industrialized, networkable devices that provide Smart City services. UBICQUIA’S hardware devices are commonly, but not exclusively, deployed on streetlights, via a standards-based socket. A non-limiting, non-exhaustive list of Smart City services provided by UBICQUIA’S hardware devices include network router services, network gateway services, advanced lighting control, environmental parameter monitoring, public WiFi, edge computing, distributed computing, and small cell services.

    The Website provides information regarding hardware and Software products and services that UBICQUIA offers, including options to request: 1) additional information, 2) contact from UBICQUIA or its Affiliates, 3) free and/or fee-based trials, and 4) certain directly downloaded Software. The Website may, in some cases, receive command and/or control information from the User that is directed toward one or more of UBICQUIA’S hardware devices, and based on the command and/or control information, the Website may communicate the same or different command and/or control information to one or more of UBICQUIA’S hardware devices.

    The User acknowledges and agrees that the Website and the Services provided and made available through the Website are the sole property of UBICQUIA. At its sole discretion, UBICQUIA may offer additional website Services and/or products, or update, modify, or otherwise revise any current Content and Services, and this Agreement, unless otherwise stipulated, shall apply to any and all additional Services and/or products and any and all updated, modified, or otherwise revised Services. UBICQUIA reserves, at its sole discretion, the right to cancel and cease offering any of the aforementioned Services and/or products. You, as the User, acknowledge, accept, and agree that UBICQUIA shall not be held liable for any such updates, modifications, or other revisions. You, as the User, acknowledge, accept, and agree that UBICQUIA shall not be held liable for any suspensions, service interruption, and/or discontinuance of any of UBICQUIA’S Services and/or products unless otherwise stipulated by UBICQUIA or agreed to in a written document expressly between you, the User, and UBICQUIA. As the User, your continued use of the Services provided, after such posting of any updates, modifications, or other revisions, shall constitute your acceptance of such updates, modifications, or other revisions, and as such, frequent review of this Agreement and any and all applicable terms and conditions should be made by you, the User, to ensure you are aware of all terms and conditions currently in effect. Should you, the User, not agree to the terms and conditions of this Agreement, which terms and conditions may also be updated, modified, or otherwise revised, you must immediately stop using the provided Services.

    Furthermore, you, the User, understand, acknowledge, and agree that the Services offered by UBICQUIA are and shall be provided “AS IS,” and UBICQUIA does not and shall not assume any responsibility or obligation for the timeliness, missed delivery, deletion, and/or any failure to store content, communications, and/or personalization information of the User.

  4. PRIVACY POLICY.

    Registration data and/or various other personal information of you, the User, are strictly protected by UBICQUIA’S Online Privacy Policy. See the Privacy Policy at http://www.ubicquia.com/legal/privacy. As a User, you hereby consent to the collection and use of the information provided, including the transfer of information within the United States and/or other countries for storage, processing, and/or use by UBICQUIA and our Affiliates.

    The Privacy Policy forms part of the terms and conditions of the present Agreement.

  5. CAUTIONS FOR GLOBAL USE AND IMPORT AND/OR EXPORT COMPLIANCE.

    The Internet facilitates local, regional, national, and global communications. In recognition of this widely accessible communication infrastructure, you, as a User of our Website and Services do hereby agree to comply with all relevant and applicable rules relating to online conduct and that which is considered acceptable Content. Uploading, posting, and/or transferring certain data, which may be software, technology, technical information, multimedia, and the like, may be subject to import and/or export laws of the United States and certain other countries. Through the use of UBICQUIA’S Website and Services, you, as a User, agree to comply with all applicable laws, statutes, regulations, and other such legal requirements, including, but not limited to, the Export Administration Regulations (https://www.govregs.com/regulations/title15_chapterI_part30_subpartB_section30.16), as well as the sanctions control program of the United States (http://www.treasury.gov/resourcecenter/sanctions/Programs/Pages/Programs.aspx).

    Furthermore, you, as a User, pledge and affirm that you:

    • are not on any list of prohibited individuals which may be identified on any government export exclusion report, such as http://www.bis.doc.gov/complianceandenforcement/liststocheck.htm, for example, or Supplement No. 4 to Part 744 – Entity List, https://www.govinfo.gov/content/pkg/CFR-2019-title15-vol2/xml/CFR-2019-title15-vol2-part744.xml, nor a member of any government which may be part of an export-prohibited country identified in applicable import and/or export laws and regulations;
    • agree not to transfer any software, technology, technical information, multimedia, and the like through the use of UBICQUIA’S Website and Services to any export-prohibited country;
    • agree not to use UBICQUIA’S Website and Services for any military, nuclear, missile, chemical, or biological weaponry end uses that would be a violation of the U.S. export laws; and
    • agree not to post, transfer, or upload any software, technology, technical information, multimedia, and the like, which would be in violation of the U.S. or other applicable import and/or export laws.
  6. CONTENT PLACED OR MADE AVAILABLE FOR COMPANY SERVICES.

    UBICQUIA does and shall not claim any ownership rights in any Content communicated by you, as a User of UBICQUIA’S Website and Services. You, as a User of UBICQUIA’S Website and Services, hereby grant to UBICQUIA the below listed binding, continuous, worldwide, royalty-free, non-exclusive, completely sub-licensable licenses, as applicable:

    • A license is granted for Content you, as a User, have submitted or otherwise made available for inclusion on any publicly accessible area of UBICQUIA’S Website and Services, to permit UBICQUIA to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform, and/or publicly display said Content, whether in whole or in part, and incorporate any such Content into other works in any arrangement or medium now used or later developed. This license shall be available in perpetuity so long as said rights are enforceable.
    • A license is granted for any multimedia, including any photos, audio, video, tactile data, and/or graphics submitted or made available for inclusion on the publicly accessible area of UBICQUIA’S Website and Services, to permit UBICQUIA to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform, and/or publicly display said multimedia, whether in whole or in part, and incorporate any such multimedia into other works in any arrangement or medium now used or later developed. This license shall be available in perpetuity so long as said rights are enforceable.
    • A license is granted for any other content submitted or made available for inclusion on the publicly accessible area of UBICQUIA’S Website and Services, to permit UBICQUIA to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform, and/or publicly display said content, whether in whole or in part, and incorporate any such content into other works in any arrangement or medium now used or later developed. This license shall be available in perpetuity so long as said rights are enforceable.

    “Publicly accessible” areas of UBICQUIA’S Website and Services are areas of UBICQUIA’S Website and Services which are meant to be available to the general public, and which would include message boards, comment boards, groups, social media, and the like that are openly available to others.

  7. CONTRIBUTIONS TO UBICQUIA’S WEBSITE AND SERVICES.

    UBICQUIA’S Website and Services may provide one or more areas for you, as a User, to contribute Content regarding any subject or topic. When you submit feedback, ideas, documents, suggestions, and/or proposals (“Contributions”) to UBICQUIA’S Website and Services, you, as a User of UBICQUIA’S Website and Services, pledge and affirm that:

    • your Contributions do not contain confidential or proprietary information;
    • UBICQUIA shall not be liable or under any obligation to ensure or maintain confidentiality, expressed or implied, related to any Contributions;
    • UBICQUIA, at its sole discretion, shall be entitled to make use of and/or disclose any Contributions in any manner; and
    • UBICQUIA is under no obligation to provide any remuneration or other consideration in exchange for any Contribution.
  8. INDEMNITY.

    You, as a User of UBICQUIA’S Website and Services, insure and hold UBICQUIA and its Affiliates, including the officers, directors, employees, agents, subsidiaries, parent subsidiaries, co-branders, partners, associates, licensors, and all other related third parties thereof, blameless and not liable for any claim or demand, which may include, but is not limited to, attorney fees made by you or any third party, which may arise from any Content that you, as a User of UBICQUIA’S Website and Services, directly or via your authorization or permission, submit, post, modify, transmit, or otherwise make available through UBICQUIA’S Website and Services.

  9. COMMERCIAL REUSE OF SERVICES.

    You, as a User of UBICQUIA’S Website and Services, agree not to replicate, duplicate, copy, trade, sell, resell, or exploit for any unauthorized commercial reason, any part, use of, or access to UBICQUIA’S Website and Services.

  10. THIRD PARTY OFFERINGS.

    In the event that UBICQUIA grants permission to any third party to offer, promote, advertise, or otherwise provide information regarding goods and/or services not provided by UBICQUIA, any and all correspondence, and any and all dealings, whether commercial or non-commercial, with said third party are and shall be solely between you and said third party. Moreover, you agree that UBICQUIA shall not be held responsible or liable for any loss or damage of any nature or manner incurred as a direct or indirect result of any such dealings or as a result of the presence of such third party offerings via UBICQUIA’S Website and Services.

  11. LINKS.

    Either UBICQUIA or a third party may provide links to other websites and/or resources. Thus, you, as a User of UBICQUIA’S Website and Services, acknowledge and agree that UBICQUIA is not responsible for the availability of any such external sites or resources, and as such, UBICQUIA does not endorse, nor is UBICQUIA responsible or liable for any content, products, advertising or any other materials, on or available from such third party sites or resources. Furthermore, you, as a User of UBICQUIA’S Website and Services, acknowledge and agree that UBICQUIA shall not be responsible or liable, directly or indirectly, for any such damage or loss which may be a result of, caused or allegedly to be caused by, or in connection with, the use of or the reliance on any such content, goods or Services made available on or through any such site or resource.

  12. PROPRIETARY RIGHTS.

    You, as a User of UBICQUIA’S Website and Services, do hereby acknowledge and agree that UBICQUIA’S Services, and Software that may be used in connection with our Services, shall contain proprietary and confidential material that is protected by applicable intellectual property rights and other laws. Furthermore, you, as a User of UBICQUIA’S Website and Services, herein acknowledge and agree that any Content which may be contained in any advertisements or information presented by and through our Services or by advertisers is protected by copyrights, trademarks, patents, or other proprietary rights and laws. Therefore, except for that which is expressly permitted by applicable law or authorized by UBICQUIA or such applicable licensor, you agree not to alter, modify, lease, rent, loan, sell, distribute, transmit, broadcast, publicly perform, and/or create any derivative or plagiaristic works which are based on UBICQUIA’S Services and Software, in whole or part.

    UBICQUIA herein has grants to you, as a User of UBICQUIA’S Website and Services, a personal, non-transferable, and non-exclusive right and/or license to make use of the processor-executable code of our Software on a single computing device, as long as you do not, and shall not, allow any third party to duplicate, alter, modify, create, derive, or plagiarize work from, reverse engineer, reverse assemble, or otherwise make an attempt to locate or discern any source code, sell, assign, sublicense, grant a security interest in, and/or otherwise transfer any such right in the Software. Furthermore, you, as a User of UBICQUIA’S Website and Services, do herein agree not to alter or change the Software in any manner, nature or form, and as such, not to use any modified versions of the Software, including and without limitation, for the purpose of obtaining unauthorized access to our Services. Lastly, you also agree not to access or attempt to access our Services through any means other than through the interface which is provided by UBICQUIA or its Affiliates for use in accessing our Services.

  13. WARRANTY DISCLAIMERS.

    YOU, AS A USER OF UBICQUIA’S WEBSITE AND SERVICES, HEREIN EXPRESSLY ACKNOWLEDGE AND AGREE THAT:

    • THE USE OF UBICQUIA’S WEBSITE AND SERVICES IS AT YOUR SOLE RISK. UBICQUIA’S WEBSITE AND SERVICES SHALL BE PROVIDED ON AN "AS IS" AND/OR "AS AVAILABLE" BASIS. UBICQUIA AND ITS AFFILIATES, INCLUDING THE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBSIDIARIES, PARENT SUBSIDIARIES, CO-BRANDERS, PARTNERS, ASSOCIATES, LICENSORS, AND ALL OTHER RELATED THIRD PARTIES THEREOF, EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
    • UBICQUIA AND ITS AFFILIATES, INCLUDING THE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBSIDIARIES, PARENT SUBSIDIARIES, CO-BRANDERS, PARTNERS, ASSOCIATES, LICENSORS, AND ALL OTHER RELATED THIRD PARTIES THEREOF, MAKE NO SUCH WARRANTIES THAT (i) UBICQUIA’S WEBSITE AND SERVICES WILL MEET YOUR REQUIREMENTS; (ii) UBICQUIA’S WEBSITE AND SERVICES SHALL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (iii) ANY RESULTS WHICH MAY BE OBTAINED FROM THE USE OF UBICQUIA’S WEBSITE AND SERVICES WILL BE ACCURATE OR RELIABLE; (iv) QUALITY OF ANY PRODUCTS, SERVICES, ANY INFORMATION, OR OTHER MATERIAL, WHICH MAY BE PURCHASED OR OBTAINED BY YOU THROUGH UBICQUIA’S WEBSITE AND SERVICES WILL MEET YOUR EXPECTATIONS; AND (v) ANY SUCH ERRORS CONTAINED IN UBICQUIA’S WEBSITE AND SERVICES SHALL BE CORRECTED.
    • ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED BY WAY OF UBICQUIA’S WEBSITE AND SERVICES SHALL BE ACCESSED BY YOUR SOLE DISCRETION AND SOLE RISK, AND AS SUCH, YOU SHALL BE SOLELY RESPONSIBLE FOR, AND HEREBY WAIVE, ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER AND/OR INTERNET ACCESS, DOWNLOADING, AND/OR DISPLAYING, OR FOR ANY LOSS OF DATA THAT COULD RESULT FROM THE DOWNLOAD OR OTHERWISE OBTAINING OF ANY SUCH INFORMATION OR MATERIAL.
    • NO ADVICE AND/OR INFORMATION, DESPITE WHETHER WRITTEN OR ORAL, THAT MAY BE OBTAINED BY YOU FROM UBICQUIA OR BY WAY OF OR FROM UBICQUIA’S WEBSITE AND SERVICES, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
  14. LIMITATION OF LIABILITY.

    YOU, AS A USER OF UBICQUIA’S WEBSITE AND SERVICES, EXPLICITLY ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT UBICQUIA AND ITS AFFILIATES, INCLUDING THE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBSIDIARIES, PARENT SUBSIDIARIES, CO-BRANDERS, PARTNERS, ASSOCIATES, LICENSORS, AND ALL OTHER RELATED THIRD PARTIES THEREOF, SHALL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES WHICH MAY BE RELATED TO THE LOSS OF ANY PROFITS, GOODWILL, USE, DATA, AND/OR OTHER INTANGIBLE LOSSES, EVEN THOUGH WE MAY HAVE BEEN ADVISED OF SUCH POSSIBILITY THAT SAID DAMAGES MAY OCCUR, AND RESULT FROM:

    • THE USE OR INABILITY TO USE UBICQUIA’S WEBSITE AND SERVICES;
    • THE COST OF PROCURING SUBSTITUTE GOODS AND SERVICES;
    • UNAUTHORIZED ACCESS TO, OR THE ALTERATION OF, YOUR TRANSMISSIONS AND/OR DATA;
    • STATEMENTS OR CONDUCT OF ANY SUCH THIRD PARTY PROVIDED VIA UBICQUIA’S WEBSITE AND SERVICES;
    • AND ANY OTHER MATTER WHICH MAY BE RELATED TO UBICQUIA’S WEBSITE AND SERVICES.
  15. RELEASE.

    In the event you, as a User of UBICQUIA’S Website and Services, have a dispute, you agree to release UBICQUIA and its Affiliates, including the officers, directors, employees, agents, subsidiaries, parent subsidiaries, co-branders, partners, associates, licensors, and all other related third parties thereof, from claims, demands, actual damages, and consequential damages of every kind and nature, known and unknown, suspected or unsuspected, disclosed and undisclosed, arising out of or in any way connected to such dispute.

  16. EXCLUSION AND LIMITATIONS.

    SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. THEREFORE, AS A USER OF UBICQUIA’S WEBSITE AND SERVICES, SOME OF THE ABOVE LIMITATIONS OF SECTIONS WARRANTY DISCLAIMERS AND LIMITATION OF LIABILITY MAY NOT APPLY TO YOU.

  17. THIRD PARTY BENEFICIARIES.

    You, as a User of UBICQUIA’S Website and Services, herein acknowledge, understand, and agree, unless otherwise expressly provided in this Agreement, that there shall be no third-party beneficiaries to this Agreement.

  18. NOTICE

    As a User of UBICQUIA’S Website and Services, UBICQUA may furnish you with notices, including those with regards to any changes to this Agreement, including but not limited to email, regular mail, MMS or SMS, text messaging, postings on our Website, or other reasonable means currently known or developed hereinafter. Any such notices may not be received if you violate any aspects of this Agreement by accessing UBICQUIA’S Website and Services in an unauthorized manner. As a User of UBICQUIA’S Website and Services, your acceptance of this Agreement constitutes your agreement that you are deemed to have received any and all notices that would have been delivered had you accessed UBICQUIA’S Website and Services in an authorized manner.

  19. SOURCE IDENTIFER INFORMATION.

    You herein acknowledge, understand, and agree that all of the Source Identifier Information is and shall remain the property of UBICQUIA or its Affiliates, as the case may be. You herein agree not to display and/or use the Source Identifier Information in any manner without obtaining the prior written consent of UBICQUIA or its Affiliates, as the case may be.

  20. COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS NOTICE & PROCEDURES.

    UBICQUIA respects the intellectual property of others and asks that you, as a User of UBICQUIA’S Website and Services, do the same.  In appropriate circumstances, determined at UBICQUIA’S sole discretion, UBICQUIA may, at its sole discretion, disable and/or terminate access to UBICQUIA’S Website and Services for any User who violates this Agreement and/or infringes the rights of others. If you, as a User of UBICQUIA’S Website and Services, believe that your work has been duplicated in such a way that would constitute copyright infringement, or if you believe your intellectual property rights have been otherwise violated, you should provide to the following information to UBICQUIA:

    • An electronic or physical signature of an owner, or individual authorized on behalf of the owner, of the copyright or other intellectual property interest, along with a physical address, telephone number, and email address of said owner or individual;
    • A Notice that:
      • describes the copyrighted work or other intellectual property believed to be infringed;
      • describes the circumstances believed to amount to said infringement;
      • asserts that the accused infringement is not authorized by the owner of the copyright or other intellectual property interest, its agents, or the law; and
      • asserts that the copyright or intellectual property owner or authorized individual is legally permitted to bring such accusation of infringement; and
    • A statement, which may be used in any legal forum, that the aforementioned Notice is truthful and accurate.

    The information regarding a belief of copyright or intellectual property infringement can be provided as follows:

    Mailing Address:

    UBICQUIA LLC
    Attn: Legal
    1333 Gateway Drive
    Suite 1003/1004
    Melbourne, FL 32901
    Email: Legal@Ubicquia.com

  21. GENERAL INFORMATION.

    • ENTIRE AGREEMENT

      This Agreement constitutes the entire agreement between you, as a User of UBICQUIA’S Website and Services, and UBICQUIA, and this Agreement shall govern the use of UBICQUIA’S Website and Services, superseding any prior version of this Agreement between you and UBICQUIA with respect to UBICQUIA’S Website and Services,. You may also be subject to additional terms and conditions that may apply when you use or purchase certain other Services of UBICQUIA or its Affiliates, including third-party content and/or third-party software.

    • CHOICE OF LAW AND FORUM

      This Agreement shall in all respects be governed by and interpreted under the laws of the State of Florida (without regard to the conflicts of laws provisions thereof or the UN Convention on the International Sale of Goods and any rules of private international law or the conflict of laws that would lead to the application of any other laws). The parties agree that any judicial proceeding to resolve claims relating to these Terms or the Services will be brought in the courts of Florida, Brevard county, or the U.S. District Court for the Southern District of Florida.

    • ARBITRATION

      If you, as a User of UBICQUIA’S Website and Services, are a resident of the United States, then any dispute arising out of your use of UBICQUIA’S Website and Services, or any dispute arising out of the terms of this Agreement, including or concerning the interpretation, violation, invalidity, non-performance, or termination of access, shall be submitted to final and binding arbitration by one arbitrator of Judicial Arbitration Mediation Services, Inc. (“JAMS”), subject to the U.S. Federal Arbitration Act and federal arbitration law, and according to the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”) that are in effect at the first occurrence of events that gave rise to the dispute, wherein the one arbitrator is to be appointed in accordance with JAMS Rules. The arbitration proceeding shall take place in the State of Florida and shall be governed by the laws of the State of Florida in accordance with the previous CHOICE OF LAW AND FORUM in section XXI. You shall not request the arbitrator to render, and the arbitrator shall have no power to render, any decision or award that is in conflict with this Agreement. The prevailing party will be entitled to an award of all fees, costs and expenses of the arbitration and the arbitrator.

      Enforcement. The decision of the appointed arbitrator is final and binding. You, as a User of UBICQUIA’S Website and Services, agree that any suit, action, or proceeding required to enforce any arbitration award rendered pursuant to this binding arbitration shall be brought in the courts of Florida, and you irrevocably submit to the jurisdiction of such courts for the purpose of any such suit, action, proceeding, or judgment.

    • WAIVER AND SEVERABILITY OF TERMS

      At any time, should UBICQUIA fail to exercise or enforce any right or provision of this Agreement, such failure shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, you nevertheless agree that the court should endeavor to give effect to the intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect.

    • STATUTE OF LIMITATIONS

      You, as a User of UBICQUIA’S Website and Services, acknowledge, understand and agree that regardless of any statute or law to the contrary, any claim or action arising out of or related to the use of UBICQUIA’S Website and Services or this Agreement must be filed within two (2) after said claim or cause of action arose or shall be forever barred.

    • ENTIRE AGREEMENT

      Unless UBICQUIA has provided separate, written, individual terms, this Agreement represents the entire agreement between you, as a User of UBICQUIA’S Website and Services, and UBICQUIA relating to the Website and Services and: (i) supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Website and Services; and (ii) prevails over any conflicting or additional terms of any acknowledgement or similar communication from you with respect to the Website and Services.