User Agreement
This Agreement sets out the terms and conditions on which uber ebay shop design, the website owner (‘the Company’) seeks to offer the software (defined below) as a service to the users of this website. The User agrees to avail of the service provided on this website on the following terms and conditions:
1. Definitions:
a. Service: means the Software provided by the company to the user as a service for a usage fee, including but not limited to e bay shop design facilities through the interface of this website;
b. Intellectual Property Rights: mean all patents, trademarks, service marks, designs, copyright, database rights, inventions, trade secrets and other confidential information, know-how, business names and all other intellectual property rights of a similar nature in any part of the world, whether registered or not and including all applications and the right to apply for any of the foregoing rights and the right to sue for past infringements of any of the foregoing rights;
c. Commercial Use: means the use of the service that is intended to result or results in any commercial gain or private gain to any person including the user. Every use shall be considered ‘commercial’ unless classified as ‘non-commercial’ by the Company at its sole discretion;
d. Parties: mean the collectively the Company and the User and includes their heirs, successors and permitted assigns;
e. Update: means an update to the library of rules and/or identities made available to you by us; and/or other updates to the software filters, including but not limited to an update to the IP address reputation libraries made available to you by us.
f. Upgrade: means any enhancement or improvement to the functionality of the Service (excluding Updates) made available to you by us at our sole discretion from time to time, but excluding any software, services and/or updates marketed, licensed or sold by us as a new version or new release.
g. User: means an employee, consultant or other individual who uses a Device which benefits from the Service.
h. ‘Website’ means this website being ‘www.uberebayshopdesign.com’ and includes all sub-domains of the website unless expressly excluded;
2. Binding Nature:
a. These terms and conditions shall become binding as between the Company and any user of this website upon the user ticking the ‘I agree with Terms and Conditions’ checkbox on your design brief form;
b. The user agrees that he is above 18 years of age and otherwise eligible to enter into a contract with the Company;
c. Where the user is transacting in the capacity of a representative or agent or an employee, the principal/employer agrees that such usage is within the authority of the agent/representative/employer.
3. Service:
a. The Company agrees to provide the service to the user by allowing the access to the software through the website in consideration for fees as may be decided by the company;
b. The User may avail the service by making service request as and when it seeks to use the service. Such service may be validly made through an Application Programming Interface (API) Key;
c. The User hereby agrees to not make multiple applications for the issuance of an API Key to avoid user restrictions;
4. Intellectual Property Rights:
a. The Copyright in the Software offered as a service to the user under this Agreement, shall vest in the Company or any third party wherever appropriate;
b. All Intellectual Property in the data including, but not limited to, text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software is the property of the Company or any third party wherever appropriate. By continuing use of the Website the User acknowledges that such material is protected by the governing law and international law on Intellectual Property Rights as expressed in various treaties and conventions to which the United Kingdom is a signatory or which has acquired status of jus cogens;
c. The Intellectual Property in the Data provided by the User in the course of using the service shall vest in the User. However, the Company shall have an exclusive, perpetual, irrevocable and worldwide right to all derivations and analysis emerging from the data;
5. Limitation of Liability:
a. The Company accepts no liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from the use of the Website or any information contained therein.
b. The Company accepts no liability for any change in policy or user conditions on ebay which may affect the User with respect to the operation of the ebay shop;
c. Every effort has been made to ensure that these terms and conditions adhere strictly with the relevant provisions of the Unfair Contract Terms Act 1977. However, in the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these terms and conditions and shall not affect the validity and enforceability of the remaining terms and conditions. Where the implications of the term is open to two interpretations, one of which is consistent with the Unfair Contract Terms Act and other inconsistent. The interpretation consistent with the shall be relied upon by the parties;
6. Confidentiality:
a. All information provided by the User which is not otherwise publicly available shall remain the property of the User and the Company shall not disclose the same to any third party without the express or implied consent of the User;
b. Such information may be disclosed to the employees of the Company or any of its agents on a need-to-know basis;
c. The Company shall take all reasonable steps to ensure the information placed on the website remains confidential;
d. Any information that the user acquires as a User of the Website which is not accessible to the Public shall remain the property of the Company and the User agrees to maintain the confidentiality as such;
e. The Parties agree that any breach of this clause by either party shall constitute irreparable harm to the other party not readily compensable in money and such other party shall be entitled to apply for injunctive relief in accordance with the governing law;
7. Representations and Warranties:
a. The Company represents that, to the best of its knowledge and belief, the offering of the Service does not infringe any third party Intellectual Property Right;
b. The Company represents that the Service shall be of a reasonable quality.
c. The Company warrants notifying the User with updates as and when the same are released. However, any Upgrade shall be on a paid basis or any other basis that the company may specify.
d. The Service is offered on an ‘as is’ basis and the Company does not warrant suitability of the Service for any particular purpose
e. The User warrants that the Service is used in respect of an object which is not illegal either under the governing law or under the law of the jurisdiction to which the User belongs. The User shall keep the indemnified of any damage reputation or otherwise that the Company may suffer on account of a breach of this warranty;
f. The User warrants that the use of the Service shall be in accordance with this Agreement and in the manner prescribed on the website. Any use otherwise than in accordance with this Agreement in so far as it infringes any third party rights shall be exclusively attributable to the User. The User shall keep the Company indemnified for any claims arising out of such use by any third party.
g. A breach of any warranty given by the User shall entitle the Company to forthwith terminate the Agreement;
8. Governing Law:
This rights and obligations under this Agreement shall be governed by English law and any disputes arising under this Agreement shall be amenable to the non-exclusive jurisdiction of the Courts in England and Wales;
9. Survival:
The termination shall have no effect on the Parties’ rights under obligations under Clause 7 and 8 and any Payment obligations and such obligations shall survive notwithstanding termination;
10. No Partnership:
The Parties are independent contracting parties and nothing in a Contract shall make either party the agent or legal representative of the other for any purpose whatsoever nor does it grant either party any authority to assume or to create an obligation on behalf of or in the name of the other.
11. Amendment:
a. The Company reserves the right to amend this Agreement by deleting, adding or modifying any terms and conditions contained herein. However, any rights and obligations accrued under the terms and conditions immediately prior to the amendment shall not abate notwithstanding any such amendment;
b. With respect to Users who subscribed to this Agreement shall be bound by such amendment, unless they have notified their non-acceptance within __ days from the date on which it is first published on the Website.
12. No Implied Waiver
The failure of either party at any time to require performance by the other party on any provision of a Contract shall in no way affect the right to require such performance at any time thereafter nor shall the waiver of either party of a breach of any provision of a Contract constitute a waiver of any succeeding breach of the same or any other provision.
13. Notices
All notices / communications shall be given to the Company either by post or by email to sales (AT) uberebayshopdesign.com . Such notice will be deemed received 3 days after posting if sent by first class post, the day of sending if the email is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.
