This Online Agreement (this "Agreement") is a legal and binding instrument entered into as of the date of electronic acceptance by Customer (the "Effective Date"), by and between the United Communication Group ("UCG"), and "Customer," the individual or entity entering into this Agreement. UCG reserves the right to amend this Agreement from time to time without notice to Customer. The most current version of this Agreement can be reviewed by clicking on the "TOS" hypertext link located at the bottom of www.UCG.ae web page.
UCG agrees to provide and customer agrees to purchase the services requested by customer from the website, in email or in writing. Customer may add services via any of the 3 methods and agrees to pay in advance for them whether they be 1 time charges or recurring monthly fees.
UCG will invoice Customer for Fees and Expenses monthly; provided, however, that UCG may invoice Customer for Fees and Expenses associated with Service(s) provided pursuant to a customer request immediately upon UCG's provision of such Service(s). Customer acknowledges that UCG will invoice certain Service(s) (including without limitation telecommunications services) in advance of the provision of such Service(s). Payment shall be due immediately upon the invoice date for recurring monthly services whether or not customer has received an invoice yet or not. Invoices which remain unpaid fifteen (15) days after receipt of same by Customer shall accrue interest at a rate of one and a half percent (1.5%) per month (or at the maximum interest rate otherwise allowed by law) until paid in full and service may be terminated for non payment after 7 days at UCG option. Expenses shall be included on an invoice only to the extent that the actual amount of Expenses is known to UCG at the time the invoice is issued, and Expenses for which an actual amount is not known to UCG at the time an invoice is issued may be included on subsequent invoices. Unless otherwise agreed in writing by the Parties, the failure of UCG to include earned or incurred Fees or Expenses on a given invoice shall not relieve Customer of its obligation to pay such Fees or Expenses. Customer's obligation to pay Fees or Expenses shall survive the termination of this Agreement for any reason whatsoever.
Customer agrees that advertised bandwidth allowances represent the sum of the incoming and outgoing allowances. Customer agrees that the sum of incoming and outgoing bandwidth usage that exceeds the allowance shall be billed at $3.00 USD per GigaByte.
For its "Unmanaged" server solutions, UCG will provide hardware reboots and troubleshoot network related issues for no charge. For all other services including firewall, operating system reboots, and advanced troubleshooting services outside of hardware or network related issues, UCG will invoice Customer $10 USD per 15 minutes of administration service.
Customer grants UCG a blanket security interest in the customer's contract with their customers who are renting servers, services and other related UCG products from them in the UCG data center and any equipment which they have colocated in the UCG data center in the event of non-payment by customer; customer agrees that UCG may take these customer contracts direct and or sell the equipment without a tortious interference claim or unlawful conversioin claim to protect the credit balance owed UCG by customer and full ownership of the contracts shall transfer as well if balance is more than 60 days old. Any amounts collected from any sale of equipment above and beyond the balance owed will be returned to the customer within 10 business days.
The initial term of this Agreement shall begin upon the date the computer related service and any associated service or license is installed and made available to customer and shall be for 1 month, 3 months, 6 months, 12 months or other period as agreed upon in the ordering process by both parties. If the customer pays in advance for an extended term of service, then the term for which the service was paid initially shall govern as the initial term and no refund shall be given for early termination. After the initial term this Agreement shall renew automatically for the same period as the initial term until terminated by either Party upon the sooner of (i) thirty (30) days prior written notice to the other Party, or (ii) the expiration or termination of all Service(s) set forth in the Statement of Work and all Work Order(s). However, UCG may offer 30 days money back guarantee at some products or services as a promotional offer or for a limited time.
In the event that Customer commits a material breach of any of its obligations hereunder, UCG may terminate this Agreement or (at UCG's sole option) suspend, interrupt or terminate one or more Service(s) to which such breach pertains by sending written notice of termination to Customer with termination effective as of the fifth (5th) calendar day after the date such notice is given.
Unless the Parties agree otherwise in writing, termination of the Agreement shall also serve to terminate all Service(s) and Statements of Work and to cancel all Work Orders, and Customer shall pay UCG all Fees and Expenses earned or incurred by UCG pursuant to such Service(s), Statements of Work and Work Orders through the date of termination, less any payments made hereunder by Customer prior to said termination. Additionally, all property of each Party which is in possession of the other Party shall be returned to its owner. In the event one or more Service(s) is terminated prior to the expiration of the Term for such Service(s) (other than due to a material breach of this Agreement by UCG.
UCG warrants that the
Service(s) shall be provided in a workmanlike and professional
manner. Upon UCG's breach of
the foregoing warranty, Customer's sole and exclusive remedy shall
be to require UCG to exercise
commercially reasonable efforts to repair or replace the
nonconforming Service(s); provided, however, that, with respect to
any Service(s) which are interrupted or rendered inoperable due
solely to UCG's breach of the
foregoing warranty for any time period, Customer shall also be
entitled to a pro-rata refund of any Fees attributable to the
interrupted or inoperable Service(s) in an amount determined by
multiplying the fixed monthly, recurring Fees (if any) for the
interrupted or inoperable Service(s) by the ratio that the number of
consecutive hours of inoperability bears to 720 hours (for the
purpose of this computation, each month is deemed to have 720 hours
or depending on each service "product" stability agreed ratio).
UCG will not be liable to any
extent whatsoever for interruption, restriction, inoperability or
malfunction of any Service(s) which is not caused solely by a breach
of the warranty set forth in this Section 4.1.
UCG expressly reserves the
right to suspend, interfere with, impair or terminate Service(s) as
necessary for purposes of maintenance, upgrades or repair (either by
UCG or by any supplier,
partner or independent contractor of
UCG) or in the event of any
circumstance which UCG, in its
sole discretion, deems necessary or desirable to prevent or remedy
an impairment of, or harm to, the integrity or functionality of any
Service(s) or any plant, services or facilities of any Indemnitees
(as defined in Section 4.3) or of any third party, and neither the
exercise nor the non-exercise of the foregoing rights or discretion
shall constitute a breach of any provision of this Agreement.
Except as set forth in section 4.1.1, ucg makes no warranties,
express or implied, contractual or statutory, including but not
limited to warranties of uninterrupted or error-free operation and
the implied warranties of merchantability and fitness for a
particular purpose, with respect to the service(s) or any aspect
thereof, and all warranties with respect thereto are hereby
expressly disclaimed. Customer expressly acknowledges and agrees
that proper provision of the Service(s) is dependent upon the
provision to UCG by Customer
of timely and accurate information regarding (i) Customer's needs
and expectations regarding the Service(s), and (ii) all operational,
technological or other data which Customer knows or should know is
relevant to the provision of the Service(s) (collectively
"Information"). Customer shall provide the Information to
UCG in a timely manner and the
Information shall be accurate. Customer agrees that, in the event of
Customer's breach of its obligations in this Section 4.1, the
warranty set forth in Section 4.1 shall be null and void.
Warranties of Customer. Customer hereby covenants, represents and
warrants that: Customer will not, and will not permit others to, use
any Service(s)
Customer will not, and will not permit others to, do any act which may interfere with or compromise the security or functionality of any Service(s), including without limitation attempting to probe or test the vulnerability of any system or network connected to or accessible by the Service(s);No equipment owned, leased, maintained by or controlled by Customer or by any third party which is connected to or utilized the Service(s) with the consent of Customer will
In addition to the Warranties of Customer, Customer specifically
agrees not to violate the Digital Millennium Copyright Act (DMCA) of
the United States as an implementation of the two World Intellectual
Property Organization (WIPO) treaties: the WIPO Copyright Treaty and
the WIPO Performances and Phonograms Treaty. Once
UCG informs Customer of any
DMCA violation via email, phone or in writing, Customer must remove
infringing content within 24 hours of notice. If infringing content
is not removed within 24 hours,
UCG will suspend all access to
the offending website.
DMCA Repeat Infringer Policy. For any one Customer website, Customer
can receive no more than three (3) unique DMCA violation notices
within any calendar year or service for that website will be
terminated.
UCG reserves the right to suspend, interrupt or terminate any Service(s) or this Agreement immediately without further notice in the event of a breach by Customer of Section 4.2. UCG reserves the right to remove, delete, disable or block transmission of any data or materials which UCG reasonably believes constitute, either alone or in conjunction with other acts, omissions or data or materials, a breach or potential breach by Customer of Section 4.2. Customer agrees to defend, indemnify and hold harmless UCG, its successors or assigns, subsidiaries, officers, directors, employees, agents, independent contractors, licensees, licensors, suppliers and customers (excluding Customer) (collectively Indemnitees) against any and all claims, liability, loss, damage, or harm (including without limitation reasonable legal and accounting fees) suffered by such Indemnitees (including without limitation claims, liability, loss, damage, or harm in connection with death, bodily injury or injury to real or personal property) arising from or in connection with (i) Customer's purchase or use of any Service(s), including without limitation any claims, liability, loss, damage, harm suffered by such Indemnitees arising from or in connection with the use by any third party of any Service(s) purchased by Customer regardless of whether such use was authorized by Customer, or (ii) Customer's breach of any provision of this Agreement.
Any other provision of this Agreement to the contrary
notwithstanding, the aggregate liability of all Indemnitees for any
losses or damage, whether direct or indirect, arising out of or in
connection with the Service(s), including without limitation any
cause of action sounding in contract, tort or strict liability,
shall be limited to actual, direct damages incurred but in no event
shall exceed the greater of (i) One Thousand Dollars, or (ii) the
Fees paid by Customer to
UCG during the two (2) months
preceding the month in which liability arose for the Service(s) in
connection with which such liability arose.
UCG shall not be liable for
lost profits or other consequential damages, cover damages, or for
any claims against Customer by any third party, even if
UCG was advised of the
possibility of same. Under no circumstances shall
UCG be liable hereunder for
special damages, consequential damages, general damages, incidental
damages, indirect damages, or exemplary or punitive damages. No
action arising out of this Agreement, regardless of form, may be
brought by Customer against
UCG more than one (1) year
after the cause of action arose. Without limiting the foregoing:
Customer acknowledges that
UCG is not responsible for
controlling or monitoring any content, information, data or other
materials stored on, transmitted via, or accessible through use of,
the Service(s), and UCG will
have no liability to Customer whatsoever in connection with such
content, information, data or other materials (including without
limitation the accuracy or suitability thereof or unauthorized
access or damage to, alteration, theft, corruption destruction or
loss of, Customer's data or other materials);
UCG will have no liability to
Customer whatsoever in connection with any harm or loss arising from
or in connection with unauthorized access to the Service(s); and all
Indemnitees are expressly made third party beneficiaries of this
Section 5.
This Section 5 shall survive expiration or termination of this
Agreement for any reason whatsoever.
UCG and Customer acknowledge
that proprietary and confidential information (including without
limitation trade secrets) (collectively "Proprietary Information")
of each Party may be disclosed to the other Party throughout the
term of this Agreement. Each Party agrees to not reverse engineer,
decompile, disclose to any third party, or to use for any purpose
not strictly required for such Party's performance hereunder, such
Proprietary Information except to the extent that such Proprietary
Information was: (i) made publicly available by the owner of the
Proprietary Information or lawfully disclosed by a non-party to this
Agreement; (ii) lawfully obtained from any source other than the
owner of the Proprietary Information; (iii) independently developed
by personnel of the receiving Party to whom Proprietary Information
had not been previously disclosed and not based on or derived from
such Proprietary Information; or (iv) previously known to the
receiving Party without an obligation to keep it confidential.
Customer will not contract directly with any subcontractor
relationships that UCG has
under this agreement or are connected to future services related to
this agreement or that are of the same nature. Anything to the
contrary herein notwithstanding,
UCG may disclose such
information to its successors or assigns, subsidiaries, officers,
directors, employees, agents, independent contractors, licensees,
licensors and suppliers which have signed and are bound by a
suitable non-disclosure agreement with
UCG in order for
UCG to perform the service in
this contract. The obligations set forth in this Section 6 shall
survive the termination of this Agreement for any reason whatsoever
for a period of three (3) years; provided, however, that, with
respect to Proprietary Information which constitutes a trade secret,
the obligations set forth in this Section 6 shall survive the
termination of this Agreement for any reason whatsoever for so long
as such Proprietary Information constitutes a trade secret under
applicable law.
If either Party shall be prevented from performing any portion of this Agreement (except the payment of money) by causes beyond its control, including labor disputes, civil commotion, war, governmental regulations or controls, casualty, inability to obtain materials or Service(s) or acts of God, such Party shall be excused from performance for the period of the delay and the time for such Party's performance shall be extended for a period of time equal to the duration of such delay.
This Agreement and any claim, action, suit, proceeding or dispute
arising out of or in connection with this Agreement shall in all
respects be governed by, and interpreted in accordance with, the
substantive laws of the Arab Republic of Syria. Venue for any
actions arising under this Agreement shall vest exclusively in
courts located in the Arab Republic of Syria. Customer hereby
submits to the jurisdiction of the aforementioned courts, and agrees
that it will not assert lack of personal jurisdiction as a defense
to any such action. Customer acknowledges that their attorney has
reviewed and participated in the construction of this document and
nothing herein shall be viewed as to have favorable construction
Waiver.No waiver of any right or remedy shall be valid unless in
writing and delivered to the other Party, and waiver of a right or
remedy on one occasion by a Party shall not be deemed a waiver of
such right or remedy on any other occasion.
This Agreement, including all referenced or attached exhibits,
schedules, attachments or documents, sets forth the entire agreement
and understanding between the Parties pertaining to their subject
matter and supersedes all prior or contemporaneous discussions,
agreements, promises or understandings between the Parties. Neither
Party shall be bound by any conditions, definitions, warranties,
understandings or representations with respect to such subject
matter other than as expressly provided in this Agreement.
Superior Agreement. This Agreement shall not be supplemented or
modified by any course of dealing or trade usage. Addition to or
variance from the terms and conditions of the Agreement by Customer,
including without limitation any additional or varying terms
contained in Customer's preprinted forms, correspondence or other
documents transmitted to
UCG, shall be of no effect,
unless otherwise expressly provided in the Agreement.
Assignment. This Agreement is not assignable by Customer, in whole
or in part, voluntarily or involuntarily, including by operation of
law or by merger in which Customer does not survive, without
UCG's prior written consent.
Any attempted assignment without
UCG's written consent shall be
null and void.
Unless otherwise agreed to by the Parties, all notices required
under the Agreement shall be delivered in writing, addressed and
sent to the address provided herein and to the attention of the
Party executing the Agreement or the person's successor, by either
(i) registered mail, (ii) certified mail, return receipt requested,
or (iii) overnight mail, or (iv) by telephone facsimile transfer (v)
email that is replied to as accepted – appropriately directed to the
attention of the Party executing the Agreement or that person's
successor. Unless otherwise agreed to by the Parties, all notices
required under the Agreement shall be deemed effective when received
and acknowledged by signature of receipt.
Severability. If any provision of the Agreement is held invalid,
illegal, or unenforceable, the validity, legality and enforceability
of the remaining provisions shall remain in full force and effect.
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same Agreement.
The customer agrees that the exclusive venue for litigation shall be Damascus - Arab Republic of Syria. All lawsuits shall occur here and customer agrees that any judgments may be domesticated to their local court of appropriate jurisdiction to enforce the judgment.
payment of customer of the first months fees shall constitute acceptance of this agreement. This agreement shall be modified from time to time by UCG and the then current version shall be posted on the UCG website. If customer does not agree to the new terms, customer should cease utilizing the services at the next term.
clarification: UCG: has three
status on invoices: PAID - UNPAID - CANCELLED, and while we offer
some payment methods which may fail after few days, so
UCG may use this term to stop
any fake buyers. keeping in mind that
UCG will never force customers
to renew any rented service.
UCG guaranties that, all
renewal fees will be equal or less the purchase price.
UCG is not responsible to
refund any advanced payment, but if and only if
UCG revoked the contract,
UCG refunds the customer. The
advanced payment used to be “1/2 or 1/3” of the total contracting
sum. UCG May apply some
additional fees on some services cancellation/release/re-activation.
United Communication Group |
UCG
www.UCG.ae
administration@UCG.ae
* We recommend that all notices be sent via registered mail,
signature required, to the agent of record to ensure receipt.
