1. ACCEPTANCE OF TERMS

This Agreement is a legally binding contract that governs the relationship between Ubicquia, Inc. (“UBICQUIA”), having a business address at 401 East Las Olas Blvd., Suite 800, Fort Lauderdale, Florida 33301 U.S.A., and you as a User of the UBICQUIA Website and/or Services delivered through the UBICQUIA Website.

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 you or UBICQUIA, as applicable. “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 in any computer programming language, information, works, databases, text, audio, images, graphics, 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 associated with network-connected industrial devices (such as Internet-of-Things (IoT) devices, industrial IoT (IIoT) devices, or operational technology (OT) devices); processor-executable software operating over the Internet in a client-server architecture to control network-connected industrial devices; processor-executable software operating over the Internet in a client-server architecture to monitor various operational characteristics of network-connected industrial devices; and processor-executable software operating over the Internet in a client-server architecture to analyze data collected by network-connected industrial devices, report such data and/or analysis, and/or visualize such data and/or analysis.
• “Services” means Industrial Device Services, and, in relation to products and services provided by UBICQUIA, information or data collection, information or data delivery, delivery of software (e.g., firmware) updates to network-connected industrial devices, and/or data analysis, reporting, and visualization through UBICQUIA’S UbiVu® cloud-based asset management and data analytics platform .
• “Software” and “SOFTWARE” mean essential software used in connection with UBICQUIA’S Website and/or 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 and any derivative websites in any country in the world, including all of their Content, along with any other websites, including mobile websites or websites particularly arranged to deliver content to mobile devices such as smartphones, tablets, body-worn devices, and the like, that provide the Services or through which the Services are provided, used, accessed, or interacted with, 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, human-directed machine, or artificial intelligence (AI) agent acting on behalf of a human that accesses, uses, or in any other way interacts with UBICQUIA’S Website and/or UBICQUIA’S web-delivered Services.

3. DESCRIPTIONS OF WEBSITE AND SERVICES OFFERED THROUGH THE WEBSITE

The Website is a business-focused, non-consumer oriented Internet-accessible website that performs or provides one or more web-based Services to Users other than consumers. The Website may also include one or more Software applications that operate on or via any type of computing device to perform or provide one or more web-based Services, and such 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 and Smart Grid deployment utilizing UBICQUIA’S hardware devices. UBICQUIA’S hardware devices are networkable IoT, IIoT, or OT devices that provide or permit the use of Smart City and/or Smart Grid services. UBICQUIA’S UbiCell® and UbiHub® 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 or facilitated by UBICQUIA’S hardware devices and UbiVu platform include advance lighting control and managed switch, edge computing, object detection, smart camera, situational awareness, traffic monitoring, crowd detection, and other Smart City and public safety services. A non-limiting, non-exhaustive list of Smart Grid services provided or facilitated by UBICQUIA’S hardware devices and UbiVu platform include distribution transformer monitoring, Power Quality analysis, power distribution fault analysis, load and phase imbalance detection, and predictive analytics, reporting, and visualization 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, and/or 3) free and/or fee-based trials. 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 Website does not provide consumer e-commerce services and is not intended for consumers.

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 the Website or any of UBICQUIA’S Services and/or products unless otherwise stipulated by UBICQUIA in writing or agreed to in a written document expressly between you, the User, and UBICQUIA. As the User, your continued use of the Website or the Services provided, after the 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 be updated, modified, or otherwise revised by UBICQUIA in its sole discretion, you must immediately stop using the Website and the provided Services.

Furthermore, you, the User, understand, acknowledge, and agree that the Services offered by UBICQUIA are and shall be provided “AS IS, unless otherwise set forth in a written document signed by you and UBICQUIA, 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 configuration information of the User.

4. PRIVACY POLICY

Registration data and/or various other personal information of you, the User, are protected according to UBICQUIA’S Privacy Policy at https://www.ubicquia.com/privacy-policy. 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 this 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 the Website and/or the Services do hereby agree to comply with all relevant and applicable rules relating to acceptable online conduct. 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/or 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.ecfr.gov/current/title-15/subtitle-B/chapter-VII/subchapter-C, as well as the sanctions control program of the United States (https://ofac.treasury.gov/sanctions-programs-and-country-information).

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 https://www.bis.gov/licensing/end-user-guidance/denied-persons-list-dpl, for example, or Supplement No. 4 to Part 744 – Entity List, https://www.bis.gov/regulations/ear/744#supplement-4-744, 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/or Services to any export-prohibited country;
• agree not to use UBICQUIA’S Website and/or 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 ON UBICQUIA WEBSITE OR THROUGH USE OF UBICQUIA SERVICES

UBICQUIA does and shall not claim any ownership rights in any Content communicated by you, as a User of UBICQUIA’S Website and/or Services. You, as a User of UBICQUIA’S Website and/or 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/or 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/or 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/or 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/or Services are areas of UBICQUIA’S Website and/or Services which UBICQUIA intends to be available to the general public, and which may include message boards, comment boards, groups, social media, and the like that UBICQUIA makes intentionally available to others without a non-disclosure or confidentiality agreement.

7. CONTRIBUTIONS TO UBICQUIA’S WEBSITE AND/OR SERVICES

UBICQUIA’S Website and/or 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/or Services, you, as a User of UBICQUIA’S Website and/or 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/or Services, shall indemnify, compensate, and hold UBICQUIA and its Affiliates, including the officers, directors, employees, agents, subsidiaries, parent organizations or companies, co-branders, partners, associates, licensors, and all other related third parties thereof, harmless 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 your use of UBICQUIA’S Website and/or Services, your violations of this Agreement, your violation of any rights of another person or entity, and/or any Content that you, as a User of UBICQUIA’S Website and/or Services, directly or indirectly through others having your authorization or permission, submit, post, modify, transmit, or otherwise make available through UBICQUIA’S Website and/or Services.

9. COMMERCIAL REUSE OF SERVICES

You, as a User of UBICQUIA’S Website and/or Services, agree not to replicate, duplicate, copy, trade, sell, resell, or exploit for any unauthorized commercial reason or purpose, any part, use of, or access to UBICQUIA’S Website and/or 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 such third party are and shall be solely between you and such 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 on or associated with UBICQUIA’S Website and/or Services.

11. LINKS

Either UBICQUIA or a third party may provide links to other websites and/or resources on UBICQUIA’S Website and/or as part of UBICQUIA’S Services. Thus, you, as a User of UBICQUIA’S Website and/or Services, acknowledge and agree that UBICQUIA is not responsible for the availability of any such external sites or resources, and as such, UBICQUIA neither endorses nor is 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/or Services, acknowledge and agree that UBICQUIA shall not be responsible or liable, directly or indirectly, for any damage or loss which may arise or result from, be caused or allegedly caused by, or arise or result in connection with your use of or reliance on any content, goods, or services offered or made available on or through any third-party site or resource.

12. PROPRIETARY RIGHTS

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

While you are a User of UBICQUIA’S Website and/or Services, UBICQUIA grants you a personal, limited, revocable, 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 provided that you do not, nor do you allow, induce, or provide any contribution to any third party to, (i) reproduce or produce and derivative work based upon the Software, (ii) reverse engineer, disassemble, decompile, or otherwise make an attempt to locate or discern any source code of or from the Software, or (iii) sell, assign, lease, sublicense, grant a security interest in, and/or otherwise convey any such right in or to the Software. Furthermore, you, as a User of UBICQUIA’S Website and/or Services, do hereby agree to neither alter or change the Software in any manner, nature or form, nor use any unauthorized modified versions of the Software for any purpose, including without limitation for the purpose of obtaining unauthorized access to UBICQUIA’S Website and/or Services. You further agree not to access or attempt to access UBICQUIA’S Website and/or Services through any means other than through a supported web browser or another interface that UBICQUIA or its Affiliates provides to You for use in accessing UBICQUIA’S Services.

13. WARRANTY DISCLAIMERS

UNLESS OTHERWISE AGREED BETWEEN YOU AND UBICQUIA IN A SIGNED WRITTEN AGREEMENT, YOU, AS A USER OF UBICQUIA’S WEBSITE AND/OR SERVICES, EXPRESSLY ACKNOWLEDGE AND AGREE THAT:

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

14. LIMITATION OF LIABILITY

YOU, AS A USER OF UBICQUIA’S WEBSITE AND/OR SERVICES, EXPRESSLY ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT UBICQUIA AND ITS AFFILIATES, INCLUDING ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBSIDIARIES, PARENT ORGANIZATIONS OR COMPANIES, 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 THE POSSIBILITY THAT SUCH DAMAGES MAY OCCUR, AND RESULT FROM:

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

15. EXCLUSION AND LIMITATIONS

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR DISCLAIMER OF CERTAIN WARRANTIES OR THE LIMITATIONS OR EXCLUSIONS OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. THEREFORE, AS A USER OF UBICQUIA’S WEBSITE AND/OR SERVICES, SOME OF THEWARRANTY DISCLAIMERS OR LIMITATIONS OF LIABILITY SET FORTH IN SECTIONS 13 AND 14 ABOVE MAY NOT APPLY TO YOU.

16. THIRD PARTY BENEFICIARIES

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

17. NOTICE

As a User of UBICQUIA’S Website and/or Services, UBICQUA may furnish you with notices, including those with regard to any changes to this Agreement, by email, regular mail, courier, multimedia messaging service (MMS) or short message service (SMS), text messaging, postings on UBICQUIA’S Website, or other reasonable means currently known or developed in the future. As a User of UBICQUIA’S Website and/or Services, you consent to receiving notices in any of the manners listed above and shall be deemed to have received any and all such notices upon sending, transmission, or posting regardless of whether such notices are actually received by you.

18. SOURCE IDENTIFER INFORMATION

You acknowledge, understand, and agree that all of the source identifier information or data relating to UBCICQUIA’S Website and/or Services is and shall remain the property of UBICQUIA or its Affiliates, as the case may be. You agree not to display and/or use such source identifier information in any manner without obtaining the prior written consent of UBICQUIA or its Affiliates, as the case may be.

19. COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS NOTICE & PROCEDURES

UBICQUIA respects the intellectual property rights of others and asks that you, as a User of UBICQUIA’S Website and/or Services, do the same. UBICQUIA may, at its sole discretion, disable and/or terminate access to UBICQUIA’S Website and/or Services for any User who violates this Agreement and/or infringes, misappropriates, or otherwise violates the intellectual property or industrial property rights of others. If you, as a User of UBICQUIA’S Website and/or Services, believe that your work of authorship has been reproduced, modified, distributed, or publicly displayed in such a manner as would constitute copyright infringement, or if you believe your intellectual property or industrial property rights have been otherwise violated, you may provide a notice containing the following information (“Notice”) to UBICQUIA:

• a description of the copyrighted work or other intellectual property believed to be infringed;
• a description of the circumstances believed to amount to an alleged infringement;
• an assertion that the alleged infringement is not authorized by the owner of the copyright or other intellectual property interest, its agents, or the law;
• an assertion that the copyright or intellectual property owner or authorized individual is legally permitted to bring such accusation of infringement;
• a declaration under penalty of perjury that the information contained in the Notice is true and correct; and
• an electronic or physical signature of the owner of the copyright or other intellectual property or industrial property interest, or the individual authorized on behalf of the owner, along with a current physical address, telephone number, and email address of such owner or individual.

The Notice should be provided to the following mail and email addresses:

Mailing Address:

UBICQUIA, INC.
Attn: Legal Dept.
401 East Las Olas Blvd.
Suite 800
Fort Lauderdale, FL 33301 U.S.A.

Email: Legal@Ubicquia.com

20. GENERAL INFORMATION

• ENTIRE AGREEMENT
  This Agreement constitutes the entire agreement between you, as a User of UBICQUIA’S Website and/or Services, and UBICQUIA, and this Agreement shall govern the use of UBICQUIA’S Website and/or Services, superseding any prior version of this Agreement between you and UBICQUIA with respect to UBICQUIA’S Website and/or Services. You may also be subject to additional terms and conditions that may apply when you use, purchase, or subscribe to certain other Services of UBICQUIA or its Affiliates, such as the UbiVu platform, third-party content, and/or third-party software, which additional terms and conditions shall control to the extent they are in conflict with terms and conditions of this Agreement.
• CHOICE OF LAW AND FORUM
  This Agreement shall in all respects be governed by and interpreted in accordance with the laws of the State of Florida, U.S.A., without regard to the conflict of laws rules, principles, or provisions thereof. Neither the United Nations Convention on the International Sale of Goods nor any rules of private international law shall apply to this Agreement. You and UBICQUIA agree that any judicial proceeding to resolve claims relating to this Agreement will be brought exclusively in either a state court in Broward County, Florida, or in the U.S. District Court for the Southern District of Florida, and you hereby waive any objection to the jurisdiction or venue of such court.
• 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 modify the provision to be valid while giving effect as best as possible to the intentions as reflected in the original provision, and the other provisions of this Agreement shall remain in full force and effect.
• STATUTE OF LIMITATIONS
  You, as a User of UBICQUIA’S Website and/or Services, acknowledge, understand and agree that regardless of any statute or law to the contrary, any claim or cause of action made by you arising out of or related to your use of UBICQUIA’S Website and/or Services or this Agreement must be filed in a court of competent jurisdiction within two (2) years after such claim or cause of action arose or such claim or cause of action shall be forever barred.
• ENTIRE AGREEMENT
  Unless you and UBICQUIA have entered into a separate, written agreement signed by you and UBICQUIA, this Agreement represents the entire agreement between you, as a User of UBICQUIA’S Website and/or Services, and UBICQUIA relating to UBICQUIA’S Website and/or Services and: (i) supersedes all prior or contemporaneous oral or written communications, proposals, and representations relating to UBICQUIA’S Website and/or Services; and (ii) prevails over any conflicting or additional terms of any acknowledgement or similar communication from you with respect to UBICQUIA’S Website and/or Services.