Combined Buyer, Seller Terms and Conditions

uuuga Combined Buyer Seller Terms and Conditions

 

 

uuuga Buyer

 1.About uuuga

1.1.See Above

 2.Your Agreement to these Terms

2.1.These terms and conditions apply to your use of this website and the uuuga Marketplace. By using this website or by purchasing services in the Marketplace, you must read and agree to the terms and conditions set out below which will operate as a contract between uuuga and your organization. The terms and conditions include our privacy notice.

 3.Defined Terms

Marketplace: the uuuga website provides access to the uuuga Marketplace where Buyers list requirements and hire contractors or permanent staff from Sellers who list available resources.

Resource:a contractor provided by the Seller to provide services to the Buyer

Terms of Engagement:The agreement between the Buyer and Seller to transact resources. uuuga must be referred to as a third party payment agent for the payment to be paid by the seller to uuuga.

User: Any person who accesses the uuuga Marketplace as either a Buyer, Seller or Agent.


 

 4.General Terms Applicable between your Organization and uuuga

4.1.Your use of this website and the uuuga Marketplace is subject to the following terms and conditions:

 5.Accounts

5.1.In order to use the uuuga Marketplace, you must open an account to join uuuga. You can only join uuuga once you have accepted this Agreement [sign up as a Buyer at www.uuuga.com]. You Warrant that all information you provide when opening the account is true and accurate in all respects. You must be a registered business to use the uuuga Marketplace.

6.Users

6.1.The Marketplace distinguishes Users into 3 categories:

6.1.1.Buyers are users that are looking for resources for a project. Their use of the Marketplace is restricted to the features of the project, and they consent to their Buyer and Requirement Information:

6.1.1.1.Being reviewed for the project by Sellers;

6.1.1.2.Remaining stored and accessible in the Marketplace by the Buyer and uuuga.

6.1.2.Buyers are users that that are registered in the Marketplace to post Projects, receive matches from Sellers and engage Sellers.

6.1.3.Sellers are users that list available resources through the uuuga Marketplace.

6.1.4.Agents are users that facilitate the introduction, uptake and support of Buyers and Sellers to use the uuuga Marketplace.

6.2.All Buyers, Sellers and Agents must have entered into a Services Agreement with uuuga to be a Buyer, Seller or Agent on the Marketplace.

6.3.A User may register for multiple account types. A User must maintain a separate email address for each user type that they register as.

7.License

7.1.By accepting the terms and conditions of these Terms, the User is granted a limited, non-exclusive and revocable license to access the Marketplace for the duration of these Terms, in accordance with the terms and conditions of these Terms.

7.2.uuuga may issue the license to the User on any further terms or limitations (including the number of users) as it sees fit.

7.3.uuuga may revoke or suspend the User's license(s) in its absolute discretion for any reason that it sees fit, including for breach of the terms and conditions in these Terms by the Buyer’s users. uuuga will ordinarily advise the User of any suspension or revocation however it is under no obligation to do so.

 8.Transactions

8.1.You agree to conduct any transaction for the purchase of services through uuuga on these terms and conditions and as between the Buyer and Seller, on the Terms of Engagement. This means that you must not contract with a Seller for any service that is listed on this Marketplace without contracting on these terms and conditions with uuuga and between Buyer and Seller on the Terms of Engagement.

 9.Rules for Purchasing Resources

9.1.While using the uuuga Marketplace, you must not:

9.1.1.use our Marketplace to collect information about individuals without their consent. You must not publish any information or content on this Marketplace which would be offensive, defamatory, obscene or constitute an infringement of any third party owned intellectual property rights. Any information you provide on this Marketplace must be accurate and must not be misleading or deceptive.

9.1.2.post content or Services in inappropriate categories or areas on our sites;

9.1.3.infringe any laws, third party rights or our policies.

9.1.4.use uuuga if you are not able to form legally binding contracts, or are suspended from using uuuga;

9.1.5.fail to deliver payment for Services purchased by you, unless the Seller has materially changed the Services description after you purchased.

9.1.6.manipulate the price of any Service or interfere with other users' listings;

9.1.7.circumvent or manipulate uuuga’s fee structure, the billing process, or fees owed to uuuga;

9.1.8.take any action that may undermine the Feedback or ratings systems (such as displaying, importing or exporting Feedback information or using it for purposes unrelated to uuuga);

9.1.9.transfer your uuuga account (including Feedback) and user ID to another party without our consent;

9.1.10.distribute or post spam, unsolicited or bulk electronic communications, chain letters or pyramid schemes;

9.1.11.distribute viruses or any other technologies that may harm uuuga or the interests or property of uuuga users;

9.1.12.export any uuuga tools, uploads and processes except in compliance with the export control laws of any relevant jurisdictions;

9.1.13.copy, modify or distribute rights or content from the uuuga Marketplace or uuuga's copyrights and trademarks; or

9.1.14.harvest or otherwise collect information about users, including email addresses, without their consent.

 10.Rules for Purchasing Contractors and Staff Augmentation

10.1.Joining uuuga and using the uuuga Marketplace is free to identify resources.

10.2.Buyers must pay uuuga in milestone payments for a minimum of 5 day block periods (per resource unit) through the uuuga Marketplace

10.3.Buyers must pay the milestone prior to the milestone commencement

10.4.Local taxes will be charged as appropriate

 11.Rules for Purchasing Permanent Staff

11.1.Joining uuuga and using the uuuga Marketplace is free to identify resources.

11.2.Buyers will be charged a placement fee and any additional fees (local taxes will be charged as appropriate) upon commencement of a hired resource.

11.3.Buyers must pay the permanent placement invoice within 15 days through the uuuga Marketplace

 12.Terms of Engagement

12.1.The Terms of Engagement are provided for the benefit of both Buyers and Sellers to establish a fair set of terms and conditions on which Buyers and Sellers may transact. You may not, as a Buyer, conduct any transaction entered into under or using this Marketplace, on any other terms. In particular, you acknowledge as a Buyer, the obligation to make payment through uuuga and not direct as between Buyer and Seller. For that purpose, uuuga is a party to the Terms of Engagement as payment agent for the purposes of facilitating payment between Buyer and Seller.

12.2.This means that as a Buyer:

12.2.1.If you have identified a resource you wish to engage who is listed as available on uuuga, you must not seek to engage that resource directly outside of the uuuga Marketplace, either as an individual or directly through the Seller who listed that resource; or

12.2.2.If you have engaged a particular resource through uuuga, you cannot, except through uuuga, subsequently engage, hire, solicit or in any way contract with that resource or the organization for which he or she works directly for a period of six months once that resource ceases to be engaged by you.

 13.Extension of engagements and Re-hiring Resources

13.1.If a Buyer wishes to re-engage for the provision of the services of a particular resource that has been engaged through uuuga for any period in the last six months, that resource must be re-listed and re-engaged through uuuga.

 14.Payment Terms

14.1.You agree that to make uuuga the payment agent in the Terms and Conditions between the Buyer and Seller, and to pay uuuga the contract amount for services purchased from the Seller.

14.2.You must pay the first milestone before any services are consumed from the Seller.

14.3.You must continue to pay to uuuga all milestones in advance of consumption of the services from the Seller.

14.4.You must never make a direct payment to a Seller for services procured using the uuuga Marketplace.

 15.Content

15.1.As a Buyer, you acknowledge that uuuga has no responsibility for the content provided by Sellers, including for the accuracy and truthfulness of the content.

 16.Policies

16.1.You must comply with our policies including the following:

16.1.1.privacy policy

16.1.2.rules for listing

16.1.3.rules for purchasing

 17.What we can do if you do not Comply

17.1.If you contravene any of the provisions set out in these terms and conditions or if we are notified by a Seller that you have not complied with the Terms of Engagement, uuuga may, in its sole discretion, without notice, remove your content, issue a warning, temporarily, indefinitely or permanently suspend your account and privileges, terminate your account, prohibit access to the Marketplace, take technical and legal steps to prevent use of the Marketplace and/or refuse to provide any services to you and, where the breach is, in our view, sufficiently serious:

17.1.1.terminate and close your account immediately without notice, and pursue you for remedy of any breach; or

17.1.2.provide notice to you that you have breached the terms and conditions of this Marketplace or any Terms of Engagement specifying that breach and requiring you to remedy the breach within a period of time set out in that notice failing which, we may terminate and close your account immediately by written notice to you, and pursue you for remedy of any breach

17.1.3.uuuga also reserves the right to rate and comment on your services, professionalism or conduct

18.Our Liability

18.1.You agree that the service uuuga offers under this Marketplace is an electronic Marketplace for Buyers and Sellers to contract for the provision of individual's services. You agree that uuuga is not involved in the actual transaction between Buyers and Sellers except as payment agent to facilitate payment and accordingly, uuuga is not responsible for and does not:

18.1.1.guarantee or warrant the accuracy or truthfulness of any information provided by any Seller with respect to any resource listed on this Marketplace or that such resource can be provided by the Seller;

18.1.2.guarantee or warrant that a Seller will provide the services contracted by a Buyer

18.1.3.have any obligation to enforce an obligation established between a Buyer and Seller under the Seller’s Terms of Engagement or otherwise.

18.2.You also acknowledge and agree that we do not guarantee uninterrupted service and this Marketplace may be removed or rendered inoperable at our absolute discretion at any time should we deem it necessary or desirable.

18.3.We may by written notice posted on this website, discontinue the operation of this Marketplace permanently should it be determined that commercially, the service should not continue to be provided.

18.4.To the maximum extent permitted by law, uuuga excludes completely all liability whatsoever for any loss or damage of any kind (including special, indirect or consequential loss and including loss of business profits) however caused (including negligence) arising out of or in connection with this Marketplace, the content or the use or performance of the Marketplace or the services offered.

18.5.If you have a dispute with any Buyer or Seller, you release uuuga (and its officers, directors, agents and employees) from any claim, demand, damage of every kind and any costs (including legal costs) which you may suffer or incur in connection with any such dispute.

18.6.You agree to indemnify uuuga and its officers, agents and employees in respect of any claim, action, damage, loss, liability, cost, charge, expense, outgoing or payment (including legal expenses (on a full indemnity basis) arising from or relating to:

18.6.1.your use of the uuuga Marketplace or any content you submit through the Marketplace;

18.6.2.any breach of these and conditions by you, your employees or agents;

18.6.3.any breach of any applicable law by you, your employees or agents; or

18.6.4.any action against uuuga by a third party as a consequence of any of the above.

18.7.To the full extent permitted by law, all warranties, conditions, guarantees, terms, representations and undertakings, other than as expressly set out in these terms and conditions, whether express, implied or verbal, statutory or otherwise, and whether arising under these terms and conditions or otherwise, are hereby excluded including, without limitation, any implied guarantees or warranties of merchantability, non-infringement and fitness for a particular purpose provided that, to the extent that any such provision cannot be excluded and is implied into this Agreement uuuga’s liability is limited to the re-provision of such services or the cost of providing such services.

19.Other Websites linked to this Website and the uuuga Marketplace

19.1.This website and the uuuga Marketplace may contain links to other websites. uuuga is not responsible for the content or availability of, and does not endorse, any outside websites or resources linked to or referenced on this website or the uuuga Marketplace.

19.2.uuuga does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources.

19.3.You agree that uuuga is not responsible or liable for, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, Services or services available on or through any such Websites or resources.

20.Amendment of these Terms and Conditions

20.1.uuuga may at any time, amend these terms and conditions by posting the amended terms and conditions on this website. Any changes or updates will be effective immediately upon posting to the website. We may also but are not obliged to, notify you by email to the address you have provided. Should you disagree with any changes, you may immediately close your account provided that you will remain liable continue to make payment for any services you receive following the date of termination through uuuga in the manner provided for in the Terms of Engagement.

21.General

21.1.If any provision of these terms and conditions is held to be invalid or unenforceable, such provision will be severed without affecting the enforceability and validity of the remaining provisions which will remain in full force and effect.

21.2.These terms and conditions:

21.2.1.are the entire agreement and understanding with regard to the subject matter and the services provided pursuant to this website; and

21.2.2.supersede any prior agreement or understanding on anything connected with that subject matter.

21.3.You have entered into these terms and conditions without relying on any representation by us or any resource purporting to represent us.

21.4.A party's failure or delay to exercise a power or right does not operate as a waiver of that power or right. The exercise of a power or right does not preclude either its exercise in the future or the exercise of any other power or right.

21.5.A waiver is not effective unless it is in writing. Waiver of a power or right is effective only in respect of the specific instance to which it relates and for the specific purpose for which it is given.

21.6.The content and process utilized by the uuuga Marketplace is strictly Copyright Protected and must not be reproduced without written authorization and payment of any due consideration by uuuga.

22.Governing Law

22.1.This agreement is governed by the law in force in the State of Victoria, Australia. The parties submit to the non-exclusive jurisdiction of the courts of that State and courts which may hear appeals from those courts in respect of any proceedings in connection with this agreement. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply in any respect to this agreement or to the parties.

23.Privacy Policy

23.1.We do not provide your personal information to third parties for their marketing purposes without your explicit consent. We use your information only as described in the uuuga Marketplace for the purposes of providing the uuuga service. You can access and modify the information you provide us and choose not to receive certain communications by signing in to your account. We may use third parties to verify and certify our privacy principles. If you object to your information being transferred or used in this way, please do not use our services.

24.Privacy of Others; Marketing

24.1.If uuuga provides you with information about another user, you agree you will use the information only for the purposes it is provided to you. You may not disclose, sell, rent or distribute a user's information to a third party for purposes unrelated to the Services. You may not use information for any other purpose that it was provided to you, including but not limited to marketing purposes, via electronic or other means, unless you obtain the consent of the specific user to do so.

25.Intellectual Property

25.1.Trademarks. uuuga has moral and registered rights in its trademarks and the User shall not copy, alter, use or otherwise deal in the marks without the prior written consent of uuuga.

25.2.Proprietary Information. The Marketplace may use software and other proprietary systems and Intellectual Property for which uuuga has appropriate authority to use, and the User agrees that such is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally. The User warrants that it shall not infringe on any third-party rights through the use of the Marketplace.

25.3.Marketplace. The User agrees and accepts that the Marketplace is the Intellectual Property of uuuga and the User further warrants that by using the Marketplace the User will not:

25.3.1.copy the Marketplace or the services that it provides for the User's own commercial purposes; and

25.3.2.directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in the Marketplace or any documentation associated with it.

25.4.Content. All content (with the exception of User Data) remains the Intellectual Property of uuuga, including (without limitation) any source code, analytical and statistical information, ideas, enhancements, feature requests, suggestions or other information provided by the User or any other party with respect to the Marketplace.

uuuga Seller

1.About uuuga

1.1.uuuga is an electronic business to business market place where Sellers can list and sell the services of their personnel (ICT Skilled Resources / services) to Buyers who purchase those services. The nature of the services is limited to:

1.1.1.the services of personnel on a staff augmentation basis that is, Buyers buy the services of Seller's personnel to augment or supplement their existing workforce.

1.1.2.Permanent recruitment where Buyers hire candidates through the uuuga Marketplace from recruiters who act as Sellers

1.2.While uuuga facilitates the listing of the services or personnel offered by Sellers, it is not a reseller of the services. It is the responsibility of the relevant Seller to provide the services of individuals in accordance with the Terms of Engagement (see below), and except as specified in the Terms of Engagement, any transaction entered into under these Terms of Use is entered into directly between the Seller and the Buyer.

 2.Your Agreement to these Terms

2.1.These terms and conditions apply to your use of this website and the uuuga Marketplace. By using this website or by offering services for sale in the Marketplace, you must read and agree to the terms and conditions set out below which will operate as a contract between uuuga and your organization. The terms and conditions include our privacy notice.

 3.Defined Terms

Marketplace: the uuuga website provides access to the uuuga Marketplace where Buyers list requirements and hire contractors or permanent staff from Sellers who list available resources.


 

Resource:a contractor provided by the Seller to provide services to the Buyer


 

Terms of Engagement:The agreement between the Buyer and Seller to transact resources. uuuga must be referred to as a third party payment agent for the payment to be paid by the seller to uuuga.


 

User: Any person who accesses the uuuga Marketplace as either a Buyer, Seller or Agent.

 4.General Terms Applicable between your Organization and uuuga

4.1.Your use of this website and the uuuga Marketplace is subject to the following terms and conditions:

 5.Accounts

5.1.In order to use the uuuga Marketplace, you must open an account to join uuuga. You can only join uuuga once you have accepted this Agreement [sign up as a Seller at www.uuuga.com]. You Warrant that all information you provide when opening the account is true and accurate in all respects. You must be a registered business to use the uuuga Marketplace.

 6.Users

6.1.The Marketplace distinguishes Users into 3 categories:

6.1.1.Buyers are users that are looking for resources for a project. Their use of the Marketplace is restricted to the features of the project, and they consent to their Buyer and Requirement Information:

6.1.1.1.Being reviewed for the project by Sellers;

6.1.1.2.Remaining stored and accessible in the Marketplace by the Buyer and uuuga.

6.1.2.Buyers are users that that are registered in the Marketplace to post Projects, receive matches from Sellers and engage Sellers.

6.1.3.Sellers are users that list available resources through the uuuga Marketplace.

6.1.4.Agents are users that facilitate the introduction, uptake and support of Buyers and Sellers to use the uuuga Marketplace.

6.2.All Buyers, Sellers and Agents must have entered into a Services Agreement with uuuga to be a Buyer, Seller or Agent on the Marketplace.

6.3.A User may register for multiple account types. A User must maintain a separate email address for each user type that they register as.

 7.License

7.1.By accepting the terms and conditions of these Terms, the User is granted a limited, non-exclusive and revocable license to access the Marketplace for the duration of these Terms, in accordance with the terms and conditions of these Terms.

7.2.uuuga may issue the license to the User on any further terms or limitations (including the number of users) as it sees fit.

7.3.uuuga may revoke or suspend the User's license(s) in its absolute discretion for any reason that it sees fit, including for breach of the terms and conditions in these Terms by the Buyer’s users. uuuga will ordinarily advise the User of any suspension or revocation however it is under no obligation to do so.

 8.Transactions

8.1.You agree to conduct any transaction for the sale of services through uuuga on these terms and conditions and as between the Buyer and Seller, on the Terms of Engagement. This means that you must not contract with a Buyer for any service that is listed on this Marketplace without contracting on these terms and conditions with uuuga and between Buyer and Seller on the Terms of Engagement.

 9.Rules for Listing and Selling Resources

9.1.While using the uuuga Marketplace, you must not:

9.1.1.use our Marketplace to collect information about individuals without their consent. You must not publish any information or content on this Marketplace which would be offensive, defamatory, obscene or constitute an infringement of any third party owned intellectual property rights. Any information you provide on this Marketplace must be accurate and must not be misleading or deceptive.

9.1.2.post content or Services in inappropriate categories or areas on our sites and services;

9.1.3.infringe any laws, third party rights or our policies.

9.1.4. use the uuuga Marketplace if you are not able to form legally binding contracts, are under the age of 18 or are suspended from using the uuuga;

9.1.5. fail to deliver Services purchased from you, unless the Buyer fails to meet the posted terms or you cannot authenticate the Buyer's identity;

9.1.6.manipulate the price of any Service or interfere with other users' listings;

9.1.7.circumvent or manipulate our fee structure, the billing process, or fees owed to uuuga;

9.1.8.post false, inaccurate, misleading, defamatory or offensive content (including personal information);

9.1.9.take any action that may undermine the Feedback or ratings systems (such as displaying, importing or exporting Feedback information or using it for purposes unrelated to uuuga);

9.1.10.transfer your uuuga account (including Feedback) and user ID to another party without our consent;

9.1.11.distribute or post spam, unsolicited or bulk electronic communications, chain letters or pyramid schemes;

9.1.12.distribute viruses or any other technologies that may harm uuuga or the interests or property of uuuga users;

9.1.13.export or re-export any uuuga tools, uploads and processes except in compliance with the export control laws of any relevant jurisdictions;

9.1.14.copy, modify or distribute rights or content from the uuuga or uuuga's copyrights and trademarks;

9.1.15.harvest or otherwise collect information about users, including email addresses, without their consent

9.2.Where your listing appears in matches or auction listings results may be based on certain factors including star rating, discipline, sub discipline, specialty, domain, experience, location, dates and durations available, and any other specialized requirements you agree:

9.2.1.to pay uuuga the relevant sales fee (uuuga takes full payment for milestones for services and passes payment back to you less local taxes and the uuuga sales fee)

9.2.2.all communication with the Buyers must go through the uuuga Marketplace.

 10.Rules for Selling Contractors and Staff Augmentation

10.1.Joining uuuga and using the uuuga Marketplace is free to list resources.

10.2.Sellers will only pay uuuga a sales fee when a Buyer pays for resources in each milestone payment.

10.3.Local taxes will be charged as appropriate

10.4.Buyers must pay in milestone payments for a minimum of 5-day block periods (per resource unit) through the uuuga Marketplace

 11.Rules for Selling Permanent Staff

11.1.Joining uuuga and using the uuuga Marketplace is free to list resources.

11.2.Buyers will be charged a placement fee and any additional fees (local taxes will be charged as appropriate) upon commencement of a hired resource.

11.3.Buyers are invoiced upon commencement of the resource.

11.4.Buyers must pay the permanent placement invoice within 15 days through the uuuga Marketplace

11.5.uuuga will pay the Seller their commission within 15 days of the receipt all monies due from the Buyer.

11.6.Generally, you (as a Seller) must not seek to circumvent or manipulate these terms and conditions or in any way endeavor to avoid or reduce payments due and payable to uuuga and its Agents or Suppliers.

 12.Terms of Engagement

12.1.The Terms of Engagement are provided for the benefit of both Buyers and Sellers to establish a fair set of terms and conditions on which Buyers and Sellers may transact. You may not, as a Seller, conduct any transaction entered into under or using this Marketplace, on any other terms. In particular, you acknowledge as a Seller, the obligation to accept payment through uuuga and not direct as between Buyer and Seller. For that purpose, uuuga is a party to the Terms of Engagement as payment agent for the purposes of facilitating payment between Buyer and Seller.

12.2.This means as a Seller:

12.2.1.If you have been approached by a Buyer who has identified a resource that they wish to engage who is listed as available by you on uuuga, you must not seek to engage with that Buyer directly outside of uuuga, for the provision of the services of the resource the Buyer has indicated interest in or any resource in substitution for that resource; or

12.2.2.If you have engaged with a Buyer for provision of a particular resource through uuuga, you cannot, except through uuuga, subsequently engage, hire, solicit or in any way contract with that Buyer for the services of the resource hired for a period of six months once that resource ceases working for you as the Seller;

12.2.3.You agree to pay uuuga a fee of 15% of revenue excluding taxes.

 13.Extension of Engagements and Re-hiring resources

13.1.If a Seller wishes to re-engage for the provision of the services of a particular resource that has been engaged through uuuga for any period in the last six months, that resource must be re-listed through uuuga.

 14.Payment Terms

14.1.You agree that uuuga will pay you the contract amount for services sold to Buyers less the uuuga fee.

14.2.Payment runs will occur on the first and fifteenth business day of each month. All milestones must be finalized and paid three working days before cutoff for the payment run.

 15.Content

15.1.As a Seller you will provide content directly to the Marketplace and for that purpose you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty free and sub licensable right to use and reproduce all such content and intellectual property rights contained in that content for the purposes of operation of the Marketplace and provision of the services offered by it.

15.2.

 16.Policies

16.1.You must comply with our policies including the following:

16.1.1.privacy policy

16.1.2.rules for listing

16.1.3.rules for selling

 17.What we can do if you do not Comply

17.1.If you contravene any of the provisions set out in these terms and conditions or if we are notified by a Buyer that you have not complied with the Terms of Engagement, uuuga may, in its sole discretion, without notice, remove your content, issue a warning, temporarily, indefinitely or permanently suspend your account and privileges, terminate your account, prohibit access to the Marketplace, take technical and legal steps to prevent use of the Marketplace and/or refuse to provide any services to you and, where the breach is, in our view, sufficiently serious:

17.1.1.terminate and close your account immediately without notice, and pursue you for remedy of any breach; or

17.1.2.provide notice to you that you have breached the terms and conditions of this Marketplace or any Terms of Engagement specifying that breach and requiring you to remedy the breach within a period of time set out in that notice failing which, we may terminate and close your account immediately by written notice to you, and pursue you for remedy of any breach

17.1.3.uuuga also reserves the right to rate and comment on your services, professionalism or conduct

 18.Our Liability

18.1.You agree that the service uuuga offers under this Marketplace is an electronic Marketplace for Buyers and Sellers to contract for the provision of individual's services. You agree that uuuga is not involved in the actual transaction between Buyers and Sellers except as payment agent to facilitate payment and accordingly, uuuga is not responsible for and does not:

18.1.1.guarantee or warrant the accuracy or truthfulness of any information provided by any Seller with respect to any resource listed on this Marketplace or that such resource can be provided by the Seller;

18.1.2.guarantee or warrant the accuracy or truthfulness of any information provided by any Buyer with respect to any requirements listed on this Marketplace;

18.1.3.guarantee or warrant that a Buyer will pay for the services provided by a Buyer;

18.1.4.have any obligation to enforce an obligation established between the Buyer and Seller under the Seller’s Terms of Engagement or otherwise.

18.2.You also acknowledge and agree that we do not guarantee uninterrupted service and this Marketplace may be removed or rendered inoperable at our absolute discretion at any time should we deem it necessary or desirable.

18.3.We may by written notice posted on this website, discontinue the operation of this Marketplace permanently should it be determined that commercially, the service should not continue to be provided.

18.4.To the maximum extent permitted by law, uuuga excludes completely all liability whatsoever for any loss or damage of any kind (including special, indirect or consequential loss and including loss of business profits) however caused (including negligence) arising out of or in connection with this Marketplace, the content or the use or performance of the Marketplace or the services offered.

18.5.If you have a dispute with any Buyer or Seller, you release uuuga (and its officers, directors, agents and employees) from any claim, demand, damage of every kind and any costs (including legal costs) which you may suffer or incur in connection with any such dispute.

18.6.You agree to indemnify uuuga and its officers, agents and employees in respect of any claim, action, damage, loss, liability, cost, charge, expense, outgoing or payment (including legal expenses (on a full indemnity basis) arising from or relating to:

18.6.1.your use of the uuuga Marketplace or any content you submit through the Marketplace;

18.6.2.any breach of these and conditions by you, your employees or agents;

18.6.3.any breach of any applicable law by you, your employees or agents; or

18.6.4.any action against uuuga by a third party as a consequence of any of the above.

18.7.To the full extent permitted by law, all warranties, conditions, guarantees, terms, representations and undertakings, other than as expressly set out in these terms and conditions, whether express, implied or verbal, statutory or otherwise, and whether arising under these terms and conditions or otherwise, are hereby excluded including, without limitation, any implied guarantees or warranties of merchantability, non-infringement and fitness for a particular purpose provided that, to the extent that any such provision cannot be excluded and is implied into this Agreement uuuga’s liability is limited to the re-provision of such services or the cost of providing such services.

 19.Other Websites Linked to this Website and the uuuga Marketplace

19.1.This website and the uuuga Marketplace may contain links to other websites. uuuga is not responsible for the content or availability of, and does not endorse, any outside websites or resources linked to or referenced on this website.

19.2.uuuga does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources.

19.3.You agree that uuuga is not responsible or liable for, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, Services or services available on or through any such Websites or resources.

 20.Amendment of these Terms and Conditions

20.1.uuuga may at any time, amend these terms and conditions by posting the amended terms and conditions on this website. Any changes or updates will be effective immediately upon posting to the website. We may also but are not obliged to, notify you by email to the address you have provided. Should you disagree with any changes, you may immediately close your account provided that you will remain liable continue to make payment for any services you receive following the date of termination through uuuga in the manner provided for in the Terms of Engagement.

 21.General

21.1.If any provision of these terms and conditions is held to be invalid or unenforceable, such provision will be severed without affecting the enforceability and validity of the remaining provisions which will remain in full force and effect.

21.2.These terms and conditions:

21.2.1.are the entire agreement and understanding with regard to the subject matter and the services provided pursuant to this website; and

21.2.2.supersede any prior agreement or understanding on anything connected with that subject matter.

21.3.You have entered into these terms and conditions without relying on any representation by us or any resource purporting to represent us.

21.4.A party's failure or delay to exercise a power or right does not operate as a waiver of that power or right. The exercise of a power or right does not preclude either its exercise in the future or the exercise of any other power or right.

21.5.A waiver is not effective unless it is in writing. Waiver of a power or right is effective only in respect of the specific instance to which it relates and for the specific purpose for which it is given.

21.6.The content and process utilized by the uuuga Marketplace is strictly Copyright Protected and must not be reproduced without written authorization and payment of any due consideration by uuuga.

 22.Governing Law

22.1.This agreement is governed by the law in force in the State of Victoria, Australia. The parties submit to the non-exclusive jurisdiction of the courts of that State and courts which may hear appeals from those courts in respect of any proceedings in connection with this agreement. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply in any respect to this agreement or to the parties.

 23.Privacy Policy

23.1.We do not provide your personal information to third parties for their marketing purposes without your explicit consent. We use your information only as described in the uuuga Marketplace for the purposes of providing the uuuga service. You can access and modify the information you provide us and choose not to receive certain communications by signing in to your account. We may use third parties to verify and certify our privacy principles. If you object to your information being transferred or used in this way, please do not use our services.

 

 24.Privacy of Others; Marketing

24.1 If uuuga provides you with information about another user, you agree you will use the information only for the purposes it is provided to you. You may not disclose, sell, rent or distribute a user's information to a third party for purposes unrelated to the Services. You may not use information for any other purpose that it was provided to you, including but not limited to marketing purposes, via electronic or other means, unless you obtain the consent of the specific user to do so.

 

  1.  Intellectual Property

    1. Trademarks. uuuga has moral and registered rights in its trademarks and the User shall not copy, alter, use or otherwise deal in the marks without the prior written consent of uuuga.  uuuga™ is a Registered Trademark.

    2. Proprietary Information. The Marketplace may use software and other proprietary systems and Intellectual Property for which uuuga has appropriate authority to use, and the User agrees that such is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally. The User warrants that it shall not infringe on any third-party rights through the use of the Marketplace.

    3. Marketplace. The User agrees and accepts that the Marketplace is the Intellectual Property of uuuga and the User further warrants that by using the Marketplace the User will not:

      1. copy the Marketplace or the services that it provides for the User's own commercial purposes; and

      2. directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in the Marketplace or any documentation associated with it.

    4. Content. All content (with the exception of User Data) remains the Intellectual Property of uuuga, including (without limitation) any source code, analytical and statistical information, ideas, enhancements, feature requests, suggestions or other information provided by the User or any other party with respect to the Marketplace.