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Terms of Use

Your acceptance of these Terms is required for use of the Ubi Solution. By registering with Ubitus, or by using the Ubi Solution in whole or in part, these Terms become a legally binding agreement between you and us, so please read them carefully. We reserve the right at our discretion to propose modifications to these Terms periodically. We will notify you of such changes via an email sent to the email address we have on file for you or via other notification mechanisms. Your continued use of the Ubi Solution after such notice indicates your acceptance of and agreement to the modified Terms. The Ubi Solution is not directed at or intended for persons under 16 years of age. If you are under the age of majority in your jurisdiction (most commonly, 18 years of age), you represent that a parent or legal guardian has reviewed and agreed to these Terms. The binding and mandatory arbitration, jury trial waiver, and class action waiver in section 8 below govern the resolution of disputes between us. Please read them carefully. If you do not agree with these terms, please do not use the Ubi Solution. By these Terms, you hereby consent to: (a) these Terms, including mandatory arbitration and jury trial and class action waivers; (b) the Privacy Policy; (c) emails sent to you for account management purposes; and (d) emails (of which you may opt-out at any time) sent to notify you events, offers and promotions.

DEFINED TERMS

  • "Content": images, video, audio, text, works, information, content, and data created, derived from, or accessible via use of the Ubi Solution, and/or otherwise made available by and to Ubi Users and us.
  • "Metadata": data and information associated with, generated by, or related to Content and/or the Ubi Solution.
  • "Output": Content that results from your Prompts.
  • "Prompts": your Content that you enter to generate Output.
  • "Ubitus": Ubitus K.K., a corporation organized under the laws of Japan. In these Terms, Ubitus is referred to by "us", "we" or "our", as applicable.
  • "Ubi App": the Ubi application available for download on Ubitus-authorized sites and application stores such as the Apple App Store and Google Play.
  • "Ubi Content": the Content made available by the Ubi Services, excluding Output.
  • "Ubi Services": the network-provisioned services, features, application programming interfaces (APIs), and functionality we make available via the Site, Ubi Software, and/or the Ubi App (including functionality for the generation, provision, modification, display, and management of Content), and any new updates, versions, and changes to any of the foregoing as released by us.
  • Ubi Site:https://art.ubitus.ai/and any web pages that are a part ofhttps://art.ubitus.ai/
  • "Ubi Software": software applications and tools, documentation, and APIs that we may make available to developers for use with the Ubi Services, and as may be updated or modified by us on one or more occasions.
  • "Ubi Solution": the Ubi App, the Ubi Content, the Ubi Services, the Ubi Site, and the Ubi Software.
  • "Ubi User": you and any other user of the Ubi Services.
  • "Usage Policy": the Ubi Solution Usage Policy set forth at
    https://art.ubitus.ai/terms/usage/
  • "Terms": these Terms of Use as may be modified by us from time to time.
  • "You" or "your": the individual using the Ubi Solution, or clicking "accept" or "agree" where indicated, and thereby becoming bound by these Terms, and the company or other legal entity represented by such individual, or for whom such individual uses the Ubi Solution, and all affiliates thereto.

License Rights from Us

Ubi Solution Access. Subject to and conditioned on your compliance with these Terms, the Usage Policy, and applicable law, we hereby grant to you a worldwide, non-exclusive, non-sublicensable, and non-transferable license to use the Ubi Solution exclusively for the purpose of creating and displaying Output solely for your benefit and/or the benefit of your business. Access and rights to the Ubi App (if any) are as set forth in the end user license terms made available on the Ubi App distribution site, store, or service, or that are set forth in the terms of use or service or end user terms applicable to such distribution sites, store, or service. Subject to the foregoing license, we retain all right, title and interest in and to the Ubi Solution, and associated intellectual property rights. Breach of this license will result in automatic termination of your access and/or rights to the Ubi Solution and Content, unless waived by us in writing in our sole discretion. Subject to these Terms, you retain all rights, title and interest in and to your Output. As between you and us and subject to applicable law, you own your Output, but you have no rights to the Content of others. You will not use, display, reproduce, or distribute Content not generated by your Prompts. Ubi Software. Subject to and conditioned on your compliance with these Terms, we hereby grant to you a worldwide, non-exclusive, non-sublicensable, and non-transferable license to install and use, solely in support of your use of the Ubi Services, the Ubi Software on any computing device on which the Ubi Software is intended to run. You will not (a) make more than the number of copies of Ubi Software reasonably required for authorized use as permitted by this section; (b) modify, or create derivative works or improvements of, the Ubi Software; or (c) sublicense, rent, lease, or host the Ubi Software. Certain components or libraries included in or bundled with the Ubi Software may be covered by open source licenses. To the extent required by such open source licenses, the terms of such licenses will apply in lieu of the terms of this section, solely with respect to those libraries or components that are licensed under such open source licenses. Retention of Rights. The licenses in this section may be superseded or modified via separate license terms from us. All rights not expressly granted in this section, or stated in separate license terms from us, are reserved to us. You will have no right or license to the Ubi Solution other than the rights set forth in this section or in separate license terms from us. No other right or license to the Ubi Solution or Content is provided, and no other license will be implied, by course of conduct or otherwise. We grant no right or license with respect to our patents. Except as expressly authorized by these Terms, you will not use the Ubi Solution. Each Ubi User retains all right, title and interest in and to such Ubi User's Output, and all associated intellectual property rights, subject to these Terms. You acknowledge that the user interface, user experience, icons, presentation layer and elements, terminology, reports, layouts, and screen displays of or generated by the Ubi Solution are our copyrightable content, our trade dress and our trademarks and service marks.

License Rights from Ubi Users

You and each Ubi user hereby grant to us the perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sub-licensable, transferable, and non-exclusive right and license to use, reproduce, modify, create derivative works of, improve, perform, display, analyze, exploit, and distribute, without restriction (including via any medium) Content and Metadata, in whole or in part, for commercial and non-commercial purposes, including (a) for purposes of providing, developing, improving, making available, promoting and marketing the Ubi Solution and (b) making available Content. Further, you agree that we are free to use and implement in perpetuity without compensation, attribution, or obligation to you any feedback, benchmarks, requirements, suggestions, criticisms, improvements, recommendations, ideas, and error corrections provided by you to us relating to the Ubi Solution.

Terms Applicable to Content

General Restrictions. You will not (a) use the Ubi Solution in a manner that gives you or any other person access to (i) mass downloads or bulk feeds of any Content or (ii) Metadata; (b) delete, obscure, or in any manner alter any message, warning or link that appears in the Ubi Solution or the Content; or (c) use the Ubi Solution or Content in whole or in part in violation of the Usage Policy.

Alteration of Content. We may at any time filter, alter, modify, crop, or delete Content in whole or in part before making it available via the Ubi Services in our sole discretion, including in order to render the Content suitable for use on or with the Ubi Solution. You hereby waive any moral, neighboring or other rights you may have (including rights in the nature of attribution, integrity, privacy, paternity, and rights to object to derogatory treatment) that would otherwise preclude us from filtering, altering, deleting, or using, copying or distributing, your Content in accordance with these Terms. You acknowledge and agree that we may continue to store, display and otherwise exercise the rights set forth in section 2 above with respect to your Content even after termination, deactivation, or archiving of your account.

Propriety of Content. All Content is the sole responsibility of the Ubi User from which such Content originated. No Ubi User will transmit Content or otherwise conduct or participate in any activities on or via the Ubi Solution which, in our sole judgment, is likely to be prohibited by law, or is violative or in breach of third party rights in any applicable jurisdiction, including without limitation laws governing libel and defamation, encryption of software, the export of technology, the transmission of obscenity or the permissible uses of intellectual property. You represent and warrant that all Content you submit is not confidential or privileged and is not in violation of third party rights. We may, in our sole discretion, terminate Ubi Services as to any Content that we believe in our sole judgment is not in compliance with these Terms. We may preserve and disclose Content if required to do so by law or judicial or governmental mandate or as reasonably determined useful by us to protect the rights, property or safety of Ubi Users or the public.

Prohibited Content. You agree not to upload, download, display, perform, transmit, or otherwise distribute any Content, or otherwise engage in any activity in connection with the Ubi Solution, that: (a) is hateful, offensive, libelous, defamatory, obscene, abusive, pornographic, lewd, erroneous, stalking, or threatening; (b) depicts injured or severely sick people, or acts of violence; (c) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violates any applicable local, state, national, or foreign law or regulation; (d) constitutes infringement of the intellectual property rights of any party, including rights to the use of name and likeness, or violation of a right of privacy; (e) creates an impression that is incorrect, misleading, or deceptive, including without limitation by impersonating others or by otherwise misrepresenting identity or affiliation with a person or entity; or  (f) divulges other people's private or personally identifiable information without their express authorization and permission.

Use of Content. Each Ubi User, by using the Ubi Solution, may be exposed to Content that is offensive, indecent, objectionable, illegal, infringing, false or erroneous. Each Ubi User must evaluate, and will bear all risks associated with, the use of any Content, including any reliance on the quality, integrity, accuracy, completeness, or usefulness of such Content. We do not guarantee the accuracy, integrity or quality of any Content. Under no circumstances will we be liable in any way for any Content, including, but not limited to, liability for any errors, inaccuracies, or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content. We will have no obligation or liability to you or any Ubi User to maintain, store, or license Content, protect and maintain Content owners' intellectual property rights, or to enforce these Terms. You hereby waive and release any claims you may have against us arising or resulting from use or misuse of Content or your inability to effectively use Content, your failure to comply with these Terms, or for any act, omission, or conduct of any Ubi User. If you as a user of the Ubi Solution, discover Content that you consider inappropriate in any way, please inform us and identify how the Content in question fails to comply with these Terms by sending an e-mail to feedback@ubitus.ai and we will look into it.

Third Party Sites. The Ubi Solution, Ubi Users, or a third party may provide links to other websites or login access via such links. Such links will not be construed as an endorsement, sponsorship, or affiliation by us. We exercise no control over such other websites and web-based resources and are not responsible or liable for the availability thereof or the content, advertising, products or other materials thereon. We will not be responsible or liable for any damage or loss incurred or suffered in connection such other sites and resources.

Prerequisites. You acknowledge that use of the Ubi Solution requires connection to, and data transfers over, the network and therefore may impact your data usage charges imposed by your wireless operator or other service provider. It is your responsibility to obtain at your cost all equipment, software and internet access necessary to use the Ubi Solution.

Sign-On Credentials Use.

When creating an account, you will receive or will be permitted to create or use existing online user name and password information ("Sign-On Credentials"), and are responsible for maintaining the confidentiality thereof and liable for all activities occurring under such Sign-On Credentials. You will not transfer to any party your Sign-On Credentials, or use the Sign-On Credentials of another, without our prior written consent. You will immediately notify us at feedback@ubitus.ai of any unauthorized use of Sign-On Credentials or any other breach of security. We will not be liable for any loss or damage arising from a Ubi User's failure to comply with this section or from unauthorized use of the Sign-On Credentials.

Change of Username.  We may require you, as a condition of membership, to change your username if we believe appropriate (such as when a trademark owner complains about a username that does not closely relate to a user’s actual name).

Site and Service Integrity

Prohibited Uses.  You will not use the Ubi Solution in any manner that could damage, disable, overburden, or impair any Ubitus-controlled server, or the network(s) connected to any such server, or interfere with any other party's use and enjoyment of the Ubi Solution, including without limitation falsifying or altering Content posted by others except via normal and intended operation of the Ubi Services. You may not attempt to gain unauthorized access to other accounts, computer systems or networks connected to any of our servers or to any of the Ubi Services, including through hacking, password mining or any other means, or exploit bugs or vulnerabilities in the Ubi Solution. You are prohibited from violating or attempting to violate any security features of the Ubi Solution, including, without limitation: (a) accessing Content not intended for you, or logging onto a server or account that you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of the Ubi Solution, or any associated system or network, or to breach security or authentication measures without proper authorization; (c) interfering or attempting to interfere with Services to any Ubi User, user, host, or network, including, without limitation, by means of submitting a virus to the Site or Service, overloading, “flooding,” “spamming,” “mail bombing,” “crashing” or similar; (d) sending unsolicited email or messages, including, without limitation, promotions, or advertisements for products or services; (e) publishing or linking to malicious Content intended to damage or disrupt another Ubi User’s browser or computer or to compromise a Ubi User’s privacy or anonymity; (f) forging any TCP/IP packet header or any part of the header information in any email or in any posting; (g) accessing or tampering with non-public areas of the Ubi Solution, our computer systems, or the technical delivery systems of our providers; (h) accessing or searching or attempting to access or search the Ubi Solution by any means (automated or otherwise) other than through the currently available, published interfaces that are provided by us (and only pursuant to these Terms), unless you have been specifically allowed to do so in a separate agreement with us; or (i) removing or obscuring any form of advertising or messaging displayed via the Ubi Solution.

No Harvesting or Crawling.  You will not engage in harvesting or other collection of information about other Ubi Users, including email addresses, without our prior and each such Ubi User's prior written consent. Except as enabled or otherwise permitted by us, you agree not to "crawl" or "scrape" the Ubi Solution or use or launch any automated system, including without limitation, "robots", "spiders", etc. that accesses the Ubi Solution or pulls Content therefrom (other than those used by public search engine providers for the sole purpose of creating publicly available searchable indices), or use or access the Ubi Solution or Content to train, test, or otherwise improve any machine learning algorithm or artificial intelligence system.

No Framing. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Ubi Solution. Without limiting the generality of the foregoing, you will not publish, distribute or transmit to the general public via any medium, whether via print, online, or otherwise, the Ubi Services, except through the Ubi Solution or as otherwise authorized by these Terms or by us, you will not engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Ubi Solution, and you will not send messages purporting to be from us. You will not remove or attempt to obscure any copyright, trademark or other proprietary rights notices contained in or on the Ubi Solution or associated with it.

Account Data. We have no responsibility or liability for the deletion or failure to store any Content. You acknowledge and agree that your Content shall not be retrievable or accessible except via your authorized use of the Ubi Services, and that we are under no obligation to compile and return to you your Content, including if your account or access terminates for any reason or if you elect to deactivate your account.

Notifications to Us. If you believe that you are entitled or obligated to act contrary to these Terms under any mandatory or applicable law, you agree to provide us with detailed and substantiated explanation of your reasons in writing at least thirty days before you so act, to allow us to assess whether we may, at our sole discretion, provide an alternative remedy for the situation, though we are under no obligation to do so.

Notifications to You. For purposes of service messages and notices about the Ubi Solution to you, we may place a banner notice across Ubi Site pages to alert you to certain changes such as modifications to these Terms. Alternatively, notice may consist of an email from us to an email address associated with your account, even if we have other contact information. You also agree that we may communicate with you in relation to your account and otherwise in relation to these Terms through your account or through other contact information you have provided to us, including email, mobile number, telephone, or delivery services including the postal service. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Network Security Risks. Because no online system is perfectly secure or reliable, the internet is an inherently insecure medium, and the reliability of hosting services, internet intermediaries, your internet service provider, and other service providers cannot be assured, you accept security risks associated with or arising from your use of the Ubi Solution, and the responsibility for choosing to use a technology that does not provide perfect security or reliability.

Analyticals. You acknowledge the collection, storage, generation, processing, and use by or for us of anonymized or non-personally identifying data (including Metadata, testing, analytical, diagnostic and technical data, predictive analytics models, usage statistics, and data for AI and machine learning) concerning or arising from use of, or generated by, the Ubi Solution, in whole or in part, including without limitation: (a) in order to provide the functionality of, improve, and maintain the Ubi Solution, (b) for processing transactions and payments, (c) for solution development, and (d) for verifying compliance.

Payments and Billing Fees.

You will pay all fees charged to your account ("Fees") according to the fee schedule and terms on the applicable online pricing page, or as otherwise agreed between us in writing. We have the right to correct pricing errors or billing mistakes even if we have already issued an invoice or received payment. You will provide complete and accurate billing information including a valid and authorized payment method. We will charge your payment method on an agreed-upon periodic basis, but may reasonably change the date on which the charge is posted. You authorize Ubitus and its affiliates, and our third-party payment processor(s), to charge your payment method for the Fees. If your payment cannot be completed, we will provide you written notice and may suspend access to the Ubi Services until payment is received. Fees are payable in U.S. dollars and are due upon invoice issuance. Payments are nonrefundable except as provided in this Agreement. Taxes. Unless otherwise stated, Fees do not include federal, state, national, local, and foreign taxes, duties, and other similar assessments ("Taxes"). You are responsible for all Taxes associated with your purchase, excluding Taxes based on our net income, and we may invoice you for such Taxes. Price Changes. We may from time to time make changes to Fees, and will communicate any such changes to you in advance. Fee changes will take effect at the start of the next subscription period following the date of the Fee change and, by continuing to use the Ubi Services after the Fee change takes effect, you will have accepted the new Fees. If you do not agree to a Fee change, you can reject the change by unsubscribing from the applicable subscription prior to the price change going into effect. Renewals. Your payment to us or the third party through which you purchased the Ubi Services subscription will automatically renew at the end of the applicable subscription period, unless you cancel your subscription before the end of the then-current subscription period. Contact us here for instructions on how to cancel. The cancellation will take effect the day after the last day of the current subscription period. We do not provide refunds or credits for any partial subscription periods. Disclaimer of Warranties, Limitation of Liability and Indemnification Disclaimers. EACH UBI USER'S USE OF THE UBI SOLUTION AND CONTENT IS AT HIS OR HER SOLE RISK. THE UBI SOLUTION AND CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND WE ASSUME NO RESPONSIBILITY FOR THE ACCURACY, CURRENCY, TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE OR DISPLAY ANY CONTENT, UBI USER COMMUNICATIONS, PERSONALIZATION SETTINGS, OR OTHER INFORMATION OR DATA. WE WILL HAVE NO LIABILITY FOR ANY LOSS OF PROFIT, OPPORTUNITY, REVENUE, ADVANTAGE, INFORMATION OR DATA THAT RESULTS FROM USE OF OR INABILITY TO USE THE UBI SOLUTION OR CONTENT. TO THE MAXIMUM EXTENT POSSIBLE UNDER APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. Specifically, we make no warranty that (a) the Ubi Solution or Content will meet your requirements, goals or needs, (b) Ubi Solution or Content access will be uninterrupted, timely, secure or error-free, or (c) any errors or deficiencies in the Ubi Solution or Content will be corrected. Further, scheduled and preventive maintenance, required and emergency maintenance work, or disruption of services from internet service and hosting providers, may interrupt the functioning of or access to the Ubi Solution. All use of Output is solely at your own risk. You acknowledge that Output may be wrong, incomplete, hallucinatory, or not reflective of reality. Output may not be unique across Ubi Users and the Ubi Services may generate the same or similar Content for multiple parties. Liability Limitation. EXCLUDING ONLY LOSSES FOR WHICH WE CANNOT LAWFULLY EXCLUDE LIABILITY, WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, OR LIABLE FOR LOSS OF REVENUE, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE USE OF OR INABILITY TO USE THE UBI SOLUTION AND ANY CONTENT; THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES; UNAUTHORIZED DISPLAY, ACCESS TO OR DELETION OR ALTERATION OF CONTENT, INFORMATION OR DATA; STATEMENTS OR CONDUCT OF UBI USERS OR ANY THIRD PARTY; OR ANY OTHER MATTER RELATING TO US, THE CONTENT OR THE UBI SOLUTION. OUR AND OUR AFFILIATES' MAXIMUM AGGREGATE LIABILITY UNDER THESE TERMS OR ARISING FROM OR RELATED TO THE UBI SOLUTION, OUR PRIVACY POLICY, THESE TERMS, OR CONTENT SHALL NOT EXCEED ​​THE GREATER OF THE AMOUNT YOU PAID FOR THE UBI SOLUTION THAT GAVE RISE TO THE CLAIM DURING THE TWELVE MONTHS BEFORE THE LIABILITY AROSE, OR TEN US DOLLARS (US$10). The foregoing limitations and exclusions apply to the maximum extent permitted by applicable law. Indemnification. You agree to defend, indemnify, release and hold harmless us, our suppliers, and all officers, directors, employees, consultants, agents, and representatives of any of the foregoing (collectively "Protected Parties") in full from and against any and all claims (including first and third party claims), losses, liability, damages, and/or costs of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with: (a) your unauthorized access to or use of, the Ubi Solution or Content, (b) your breach of these Terms, (c) your use of Content or conduct engendered thereby, and any activities you conduct on or through the Ubi Solution, or (d) your infringement, or infringement by any other user of your account, of any intellectual property rights or other rights of any person or entity. Further, in the event you have a dispute with one or more Ubi Users, you hereby release the Protected Parties from claims, demands and damages (actual, direct and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, foreseeable and unforeseeable, arising out of or in any way connected with such disputes. FOR CALIFORNIA, USA RESIDENTS: You further agree that these Terms waive and release any claims that would otherwise be preserved by operation of section 1542 of the California Civil Code, which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." You understand that you are releasing us from all claims, whether known or unknown to you, and whether or not you suspect that those claims may exist at this time.

Governing Law & Dispute Resolution Governing Law.

These Terms, the Ubi Solution, Content, and any disputes related to or concerning any of the foregoing (including tort as well as contract claims, and whether pre-contractual or extra-contractual), will be governed by and settled in accordance with the laws of the country set forth in the table below, notwithstanding the choice of laws rules of any jurisdiction to the contrary. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to these Terms, the Ubi Solution, or Content, must be filed within one year after such claim or cause of action arose, or be forever barred, to the extent permitted by applicable law. Arbitration. Any disputes between or claims brought by either party arising out of or related to these Terms, the Ubi Solution, or Content, including tort as well as contract claims, and whether pre-contractual or extra-contractual, as well as the arbitrability of any disputes (except as set forth in sections 8.8 and 8.9), must be referred to and finally settled by binding arbitration before the arbitration administration entities ("Arbitration Entity"), and at the arbitration venues, set forth below, under the entity's standard applicable arbitration rules, on an expedited or streamlined basis, and, where applicable, for consumers, except where inconsistent with this section 8. Remote Administration. The arbitration will be conducted remotely and/or based solely upon submissions where no in-person appearance is required. The arbitrator will apply the law specified in section 8.1 above. All awards may if necessary be enforced by any court having jurisdiction. Confidentiality. The existence of any dispute, the existence or details of the arbitration proceeding, and all related documents, materials, evidence, judgments and awards therein, must be kept confidential. Except as required by law, no party will make any public announcements with respect to the proceeding or the award, except as required to enforce same. No Jury Trials or Class Actions. The parties hereby waive the right to a trial by jury and agree to only bring claims in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. All disputes will be arbitrated only on an individual basis and not in a class, consolidated or representative action. The arbitrator does not have the power to vary these provisions. Mass Arbitrations. For "Mass Arbitrations," defined (a) ten or more similar demands for arbitration filed against or on behalf of the same party or related parties, and (b) where representation of the parties is consistent or coordinated across the cases or with common or collaborating counsel, the Arbitration Entity's supplemental rules for Mass Arbitrations (or their equivalent) will apply (such as, for example in the case of arbitrations filed in the US, the AAA's Mass Arbitration Supplementary Rules). Exclusivity of Resolution. Subject to sections 8.8 and 8.9, all claims between the parties must be resolved using arbitration in accordance with this section. Should either party file an action contrary to this section, the other party may recover lawyers' fees and costs associated with enforcing this section, provided that the party seeking the award has notified the other party in writing of the improperly filed claim, and the other party has failed to withdraw the claim in a timely fashion. Informal Resolution Attempt Prerequisite. Except for actions or claims described in section 8.9, we will first try to resolve dispute(s) between us informally and neither of us may start a formal arbitration proceeding for at least 30 days after either of us notifies the other of a dispute in writing. Notice of the dispute will include a brief written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the dispute, and the relief request. Exceptions. Notwithstanding the foregoing, nothing in this section will preclude the right and ability of either party to bypass arbitration and file and maintain at any time: (a) an individual action in small claims court; (b) an action for recovery of injunctive or provisional relief in any court of competent jurisdiction under the laws applicable thereto; and (c) an action claiming infringement or misappropriation of intellectual property rights in any court of competent jurisdiction under the laws applicable thereto. Such actions, either party's right to pursue such actions, and the validity and effectiveness of this section, are not arbitrable. Any dispute about whether a claim qualifies for adjudication in any such court will be resolved by that court, and not by an arbitrator. For clarity, nothing in these Terms will be construed as either party's consent to the exercise of the jurisdiction of any court. Severability. The parties acknowledge that if one or more provisions of this section 8 is found to be unenforceable, invalid, preempted or unlawful for any reason, the parties' intention is to (a) maintain the enforceability of such invalid or unenforceable provision in any circumstances other than those this in which the provision is held to be unenforceable, (b) modify such provision to the extent the provision can be rendered enforceable, and (c) sever such invalid or unenforceable provision from the remaining section 8 so as to preserve as much of the remaining as possible, so that such provision will not impact the ability to compel arbitration of any remaining claims on an individual basis. To the extent that any claims must proceed on a class, collective, consolidated, or representative basis, such claims will be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims will be stayed pending the outcome of any individual claims in arbitration.

General Provisions Force Majeure.

Except for obligations to pay money hereunder, no delay, failure or omission by either party to carry out or observe any of its obligations hereunder will give rise to any claim against such party or be deemed to be a breach of these Terms if and for as long as such failure or omission arises from any cause beyond the reasonable control of that party. Service Discontinuance/Modification. We may from time to time modify or discontinue access to, temporarily or permanently, the Ubi Solution (or any part, feature, or functionality thereof, as well as internal rules of operation, eligibility, visibility to or accessibility of the public, and other aspects). We will not be liable for any such modification, suspension or discontinuance, even if certain features or functions, your settings, and/or any Content are permanently lost. Account Termination. We may terminate your or any other Ubi User’s account for cause, including without limitation for: (a) violation of these Terms; (b) abuse of Ubi resources or any attempt to gain unauthorized entry to the Ubi Solution; (c) use of the Ubi Solution in a manner inconsistent with its purpose; (d) such Ubi User's request for such termination; or (e) requirements of or for failure to comply with applicable law, regulation, court or governing agency order, or ethical requirements. We may in addition terminate the availability of the Ubi Solution in whole or in part for our own business reasons, including if we elect to cease being in the business of providing it. Our termination of any Ubi User's access to the Ubi Solution may be without notice and, on such termination, we may immediately deactivate or delete any Ubi User's account and Content, and/or bar any further access. We will not be liable for any termination of Ubi User's access. After account termination, you will not attempt to register a new account without our permission. Injunctive Relief. You acknowledge that your violation or breach of these Terms may cause irreparable harm to us and our affiliates, and that we shall have the right to seek injunctive relief against you in addition to any other legal remedies. Export Controls. The Ubi Solution may not be used in or for the benefit of, exported, or re-exported (a) into any U.S. embargoed countries (collectively, the "Embargoed Countries") or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals, any other restricted party lists (existing now or in the future) identified by the Office of Foreign Asset Control, or the U.S. Department of Commerce Denied Persons List or Entity List, or any other restricted party lists (collectively, "Restricted Party Lists"). You represent and warrant that you are not located in any Embargoed Countries and not on any such Restricted Party Lists. You must comply with all applicable laws related to Embargoed Countries or Restricted Party Lists, including any requirements or obligations to know your end users directly. Anti-Social Forces. An "Anti-Social" Force means (a) an organized crime group, a member of an organized crime group, a related company or association of an organized crime group, or any other equivalent person or entity; or (b) a person or entity who themselves or through the use of third parties makes demands with violence or beyond legal entitlement, uses intimidating words or actions, or damages the credit or obstructs the business by spreading false rumors or by the use of fraudulent means, or any other equivalent actions. You represent and warrant that you are not a person or entity who has fallen and shall not fall under any of the following categories: (c) an Anti-Social Force; (d) having any relationship, or whose management is under substantial involvement with an Anti-Social Force; (e) that relies on any Anti-Social Force; or (f) that cooperates or is involved with the maintenance or operation of any Anti-Social Force by providing funding or cooperation to any Anti-Social Force of any kind. You shall immediately cease any relationship with or involvement in any Anti-Social Force. Violation of this clause constitutes material breach for which we may terminate your account and/or claim damages. US Government Restricted Rights. The Ubi Solution is provided with "RESTRICTED RIGHTS." Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in applicable laws and regulations. Use of the Ubi Solution and related materials by the U.S. Government constitutes acknowledgment of our proprietary rights. Trademarks. You are granted no right, title or license to any third party trademarks by these Terms, or to any of our trademarks or servicemarks. We reserve all right, title and interest in and to our trademarks, servicemarks, trade names, trade dress, domain names, and similar identifiers, including without limitation UbitusTM. US DMCA. If you believe that your work has been copied and is accessible via the Ubi Solution in a way that constitutes copyright infringement in the United States, you may notify us by providing our copyright agent with the following in writing: (a) identification of the copyrighted work that you claim has been infringed; (b) identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material; (c) your name, address, telephone number, and email address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (e) a statement, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf. The above writing must be electronically or physically signed by you. If we receive such a claim, we may refuse or delete Content, or terminate a Ubi User's account in accordance with these Terms. Our designated agent to receive notification of claimed infringement under the Digital Millennium Copyright Act of 1998 is Ubi DMCA Agent, available via dmca@ubitus.net. In addition to forwarding your notice to the person who provided the allegedly illegal Content, we may send a copy of your notice (with your personal information removed) to Lumen (https://lumendatabase.org/) for publication and/or annotation. We reserve the right to remove Content alleged to be infringing or otherwise illegal without prior notice and at our sole discretion. In appropriate circumstances, we will also terminate an Ubi User account if the Member is determined to be a repeat infringer. If you believe that a notice of infringement has been improperly submitted against you, you may submit a counter-notice, electronically or physically signed by you, and containing the following: (f) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; (g) your name, address, and telephone number; (h) a statement, made under penalty of perjury, that you have a good faith belief that the removal of the material was a mistake or misidentified, or that your use of the material is fair; and (i) a statement that you consent to the jurisdiction of Federal District Court (1) in the judicial district where your address is located if the address is in the United States, or (2) for the US District of Northern California, if your address is located outside the United States, and that you will accept service of process from the complainant submitting the infringement notice or his/her authorized agent. Assignment. These Terms will not be assigned, delegated, or transferred by you, in whole or in part, whether voluntary, involuntary, by merger, consolidation, dissolution, sale of assets, or otherwise, without our prior written consent. Any such purported assignment, delegation or transfer without such written consent will be void. We may at any time assign these Terms and Ubi User accounts without prior consent or notice. These Terms will be binding on, and inure to the benefit of, the parties and their respective and permitted successors and assigns. General. The Terms constitute the entire agreement between us and govern each Ubi User's use of the Ubi Solution, superseding any prior agreements. Each Ubi User may be subject to additional terms and conditions that may apply in the use of affiliate services, third party content or third party software. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. No waiver of any provision of these Terms will be deemed a further waiver or continuing waiver or such provision or any other provision, and our failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision. Nothing herein will be deemed to create an agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship of any kind between us and any user or other person or entity, nor do these terms extend rights to any third party. The parties hereto confirm that they have requested that these Terms and all attachments and related documents, if any, be drafted in English. Les parties aux présentes ont expressément exige que le présent contract et tout autre contract, document ou avis y afferant soient rédiges en langue anglaise.

End of Terms