Last updated January 31st 2023
UGroup LLC. ("UGroup LLC.", "us", "our","we"), through its website at https://uworld.ai ("Website") and its mobile application on Apple and Google and related content and features (individually and collectively with the Site, the "Application"), provides a digital trading platform for private equity and securities where an online visitor (referred to as "you" or "your") may:
These terms of use and the term Application also applies and extends to our associated sites within and connected to, the UWorld ecosystem, which shall include but not be limited to: UFoundation, USafe, UGold, UMoney, UStore, UHotels, UCapital, and UTokenize.
Discover, access and trade private equity, securities, and tokenized assets. Your use of the Application, whether as an accredited investor, seller of existing assets or invited guest, is subject to the following terms and conditions which you agree to by using this Application. All access and use of the Application is subject to the terms and conditions contained in these Terms of Use (as amended from time to time, these “Terms of Use” or “Terms”). By accessing, browsing, or otherwise using the Website, our software or mobile apps, or any other aspect of the Application, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use.
UGroup LLC. reserves the right to change these Terms of Use and the services available on this Application at any time, in its sole discretion. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms of Use were last revised. You may read a current, effective copy of these Terms of Service by visiting the “Terms of Use” link on the Website and under the “Legal — Terms of Use” section of our mobile app. We will also notify you of any material changes, either through the Application user interface, a pop-up notice, email, or through other reasonable means. Your continued use of the Application after the date any such changes become effective constitutes your acceptance of the new Terms of Use. You should periodically visit this page to review the current Terms of Use, so you are aware of any revisions. If you do not agree to abide by these or any future Terms of Use, you will not access, browse, or use (or continue to access, browse, or use) the Application.
PLEASE READ THESE TERMS OF USE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST COMPANY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW. THESE TERMS OF USE SET FORTH THE LEGALLY BINDING TERMS FOR YOUR USE OF THE APPLICATION. BY ACCESSING OR USING THE APPLICATION YOU ARE ACCEPTING THESE TERMS OF USE AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS OF USE. YOU MAY NOT ACCESS OR USE THE APPLICATION OR ACCEPT THESE TERMS OF USE IF YOU ARE NOT AT LEAST 18 YEARS OLD.
Table of Contents
1. User Acceptance
2. Copyright and Ownership Notices
3. Registration of Accounts
4. Application, UGroup LLC. Content, and Participant Application, UGroup LLC. Content, and Participant Content
5. Third Party Services
6. Trademarks
7. Disclaimer
8. Limitation of Liability
9. Indemnity
10. Other Users
11. Term and Termination
12. Non-United States Jurisdictions
13. Dispute Resolution By Binding Arbitration
14. Digital Millennium Copyright Act
15. Access and Communication
16. Privacy
17. Risk Warning
18. No Investment Advice
19. Order Placement
20. Disclosure of Interest
21. Compliance
22. Conflicts
23. Miscellaneous
24. Contact Details
1. AGREEMENT TO TERMS
(a) These are the terms on which UGroup LLC. permits users of the application (“Users”) to:
i. Access and use our Application and functionality made available through the Application; ii. View and interact with any content, information, communications, advice, text or other material provided by UGroup LLC.; and iii. Upload content to the Application with UGroup LLC..
(b) Users agree to be bound by these Terms by using, browsing or accessing any part of the Application.
(c) If UGroup LLC. updates the Terms of Use and Users believe that the changes will have a material and detrimental impact on Users use of the Application, Users are entitled to terminate their Account by giving UGroup LLC. notice of their decision no later than 30 days after the effective date of the change by contacting UGroup LLC. at invest@uworld.ai with the subject line "Termination for Change" with a description of the User’s request to terminate and the User’s contact details.
2. Copyright and Ownership Notices
This Application and all content and materials on it, except Participant Content (defined below) are proprietary: © 2021-2022 UGroup LLC. All rights reserved. All information, content and materials on this Application are protected by copyright laws, trademark laws, international treaties and conventions and other intellectual property laws, and any unauthorized use thereof is prohibited. The provision of the Application does not transfer to you or any third party any rights, title or interest in or to such intellectual property rights. UGroup LLC. and its suppliers reserve all rights not granted in these Terms of Use. If you provide UGroup LLC. any feedback or suggestions regarding the Applications ("Feedback"), you hereby assign to UGroup LLC. all rights in the Feedback and agree that UGroup LLC. shall have the right to use such Feedback and related information in any manner it deems appropriate.
3. Registration of Accounts
(a) Although you may browse the Application without creating an account or providing your details, in order to access certain features and functionalities of the Application you will have to register as a User through our Application by creating an account (“Account”) and by providing us with all of the information required including by entering Account identification and password (“Password”) at registration.
(b) When creating your Account, you will be asked to provide your personal details or connect your Account. This information will assist us in providing the services associated with the Application to you.
(c) You warrant that all information and data provided by you in the registration of your Account is accurate, complete and up to date. You undertake to inform UGroup LLC. if there is any change to this information or data.
(d) You may elect to change the Password at any time using the facility provided on the Application You must immediately notify UGroup LLC. of any Password which is lost, inoperable or used in an unauthorized manner.
(e) You will be fully responsible for all acts and omissions of any person using your Password and Account, as if they were your own acts and omissions. You agree that you will not share, disclose, or permit disclosure of, your Password, let anyone else access your Account or do anything that would risk the security of your Account. UGroup LLC. will not in any event be liable for any loss, damage, claims, costs or expenses arising out of the use or misuse of your Password and Account, and you will indemnify UGroup LLC. against all loss, damage, claims, costs or demands in this regard.
(f) You must notify us immediately if you become aware of any unauthorized access or use of your Account.
(g) You agree that if we disable or terminate your Account for any reason, you will not create another one without our permission, whether through the use of your own personal details or those related to you or created by you.
(h) We reserve the right to refuse registration or continuing as a User of any Account, at our sole and absolute discretion.
4. Application, UGroup LLC. Content, and Participant Application, UGroup LLC. Content, and Participant Content
(a) License Application. As a User of this Application, you are granted a nonexclusive, non-transferable, revocable, limited license to access and use it (including the UGroup LLC. Content, Participant Content, and other content provided on this Application) for your personal non-commercial use, in accordance with these Terms of Use. If you are required to register, your registration is for your own individual, personal use, and not for other persons, unless otherwise specified on the registration page. You may not use or access another account other than your own without permission.
(b) Certain Restrictions. Except as specifically permitted herein, no portion of the UGroup LLC.-provided content on this Application ("UGroup LLC. Content") may be copied without prior written permission from UGroup LLC. The UGroup LLC. Content is provided solely for your own personal use and may not be copied or posted on any network computer or the Internet, or broadcast in any media. Specifically, you may not copy the layout or design of this Application or the text provided by UGroup LLC. Those elements of this site are protected by trade marks and other laws and may not be imitated or reproduced in whole or in part. Also, no logos, graphics, sounds or images on this Application provided by UGroup LLC. may be reproduced or distributed without UGroup LLC.’s express written consent. Except as specifically permitted herein, you may not reproduce, record, copy, post on any network computer or the Internet or otherwise use any Participant Content provided by other Users.
(c) If you provide or display Participant Content on the Application, you are solely responsible for your Participant Content. You acknowledge that Participant Content you provide will be viewed by other Users of the Application, and that UGroup LLC. does not have the responsibility to require such Users to refrain from using, or maintain confidential, Participant Content you discuss, disclose or provide. Therefore, any Participant Content you submit or disclose should not be considered confidential. Furthermore, in the event you provide Participant Content, you represent and warrant that you have all necessary licenses, rights, consents, and permissions from any third parties that may be required for use of any Participant Content you provide.
(d) UGroup LLC. does not endorse or recommend, or warrant the accuracy and completeness of, any Participant Content, or any advice, claims, opinions, or recommendations contained in Participant Content. Your use of or reliance on any Participant Content is solely at your own risk. You understand and acknowledge that Users may make statements or provide Participant Content that is inaccurate, incomplete, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against UGroup LLC. with respect thereto.
(e) You may not reverse engineer, decompile or disassemble the software used in connection with this Application. You may not lease, sublease, loan, sell, or sublicense your rights to use the Application. You may not modify or create derivative works of this Application or the UGroup LLC. Content. You may not use any network monitoring or discovery software to extract any information about the architecture of this Application, its usage, or individual identities of Users. You may not use any automatic software or device, such as robots or spiders, or any other process, even if manual, to monitor or copy our Application or any UGroup LLC. Content, without UGroup LLC.’s express prior written consent.
(f) You agree not to do any of the following:
(i) Use the Application to transfer, display or advertise any pornography, sexual content or adult materials; materials which are harmful to minors; nude, violent or graphic images; hateful or offensive or obscene content; libellous, defamatory, misleading, or false materials; materials that violate privacy; computer viruses, “warez”; or any harassing, illegal, and/or harmful materials. You may not, directly, or indirectly, provide links to any third-party applications that contain such materials.
(ii) Use this Application, the UGroup LLC. Content or Participant Content in any way that violates (i) any copyright, trade secret, trademark, patent, or other intellectual property rights; or (ii) any statute, law, regulation or governmental order, or treaty.
(iii) Use the Application in a manner that may abuse or violate the personal or property rights or privacy rights of others.
(iv) Forge or misrepresent headers, addresses, or other identification in Application pages or email, or using any other method to disguise your identity or location.
(v) Use the Application to break security of any computer network (including of this Application) or to access any account, message, or file that does not belong to you.
(vi) Use excess system or network resources, including any scripts or programs that use excessive computer resources; or use the Application for unauthorized relays through any third-party systems.
(vii) Defame UGroup LLC. or its Application on the Internet or elsewhere.
(viii) Use the Application to promote a competing web conferencing or web meeting service.
(ix) Use or refer to the Application in connection with any spamming, mail-bombing, attacks on third party sites, or other harassing of third parties.
(x) Use the Service to add or attempt to add addresses to any mailing list (yours or a third party’s) without the explicit, affirmative consent of the addressee(s).
(xi) Provide any false information or data to UGroup LLC., including providing fraudulent credit card or other payment information.
(xii) Furnish data in a manner that would be deemed to be unprofessional, inappropriate or unsuitable for the Application as determined by UGroup LLC.
(xiii) Promote any illegal activities.
(g) You agree not to distribute, disseminate or link to any sites for marketing, sales, distribution of firearms, explosives, ammunition, tobacco (including e-cigarettes), alcohol products. Additionally, UGroup LLC. may require you to place all or any portion of the Participant Content behind password protection if UGroup LLC. determines that such Participant Content is inappropriate for the community at large but does not otherwise violate the terms of this Agreement. If UGroup LLC. has requested you to place Participant Content behind password protection or if you independently determine that the Participant Content appropriately belongs behind password protection, you may not publish the password in such a way that negates the limited-access nature of the password protected site. If UGroup LLC. requests you to place any Participant Content behind password protection and you fail to do so promptly, UGroup LLC. reserves the right to place such Participant Content behind password protection itself or terminate this Agreement.
(h) You hereby acknowledge that UGroup LLC. may, from time to time, establish general practices and limits concerning the use of the Services, including without limitation, maximum limits on storage space, maximum number of photographs or other data according to the type of account, and maximum storage and time length for recordings. UGroup LLC. further reserves the right to delete at any time without prior notice duplicate images. Any of the foregoing limits will be consistent with the Services for which you have registered. You agree that UGroup LLC. has no responsibility or liability for the deletion or failure to store any Participant Content maintained or transmitted by the Service. You further acknowledge and agree that UGroup LLC. reserves the right to change these general practices and limits at any time, in its sole discretion, without notice.
(i) If you violate any of the terms and conditions in these Terms of Use, or if UGroup LLC. receives complaints from other Users regarding your use of this Application, UGroup LLC. may immediately suspend or terminate your right to use the Application. Additionally, UGroup LLC. may seek damages, an injunction or other equitable relief for any violation of these Terms of Use.
(j) UGroup LLC. may, but has no obligation to, monitor Participant Content on the Services. We may disclose any information necessary or appropriate to satisfy our legal obligations, protect UGroup LLC. or its customers, or operate the Services properly. UGroup LLC., in its sole discretion, may refuse to post, remove, or refuse to remove, any Participant Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement. UGroup LLC. may (but has no obligation to) investigate complaints or reported violations of these Terms of Use and may take any action we deem appropriate to respond thereto, including without limitation reporting suspected unlawful activity to law enforcement officials, governmental agencies, or other third parties. UGroup LLC. may, upon request or order, disclose any necessary or appropriate information to such persons, such as User profiles, email addresses, usage history, posted materials, IP addresses and traffic information.
5. Third Party Services
If you decide to access or use any third-party sites, services, products or applications (each a “Third Party Service”) that may be linked to this Application or otherwise, you do this entirely at your own risk. The Third-Party Services are not under the control of UGroup LLC., and we are not responsible for the contents of any Third-Party Service, or any link contained in a Third-Party Service, or any changes or updates to such Third Party Services. If we provide links, then we are providing them for you only as a convenience, and the inclusion of any link does not imply endorsement by UGroup LLC. of the Third-Party Service.
6. Trademarks
UGroup LLC.’s name and logos are trademarks and service marks of UGroup LLC. (collectively the “UGroup LLC. Trademarks”). Other company, product, and service names and logos used and displayed via the Application may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to UGroup LLC. Nothing in these Terms of Use or the Application should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of UGroup LLC. Trademarks displayed on the Application, without our prior written permission in each instance. All goodwill generated from the use of UGroup LLC. Trademarks will inure to our exclusive benefit.
7. Disclaimer
UGroup LLC. DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE FULLEST EXTENT NOT PROHIBITED BY APPLICABLE LAW. WITHOUT LIMITING THE FOREGOING, UGroup LLC. DOES NOT WARRANT: (A) THAT THE CONTENT OR INFORMATION ON THIS APPLICATION IS COMPLETE, CORRECT, RELIABLE OR NONINFRINGING; (B) THAT THE FUNCTIONALITY OF THIS APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE; (C) THAT ANY DEFECTS CAN OR WILL BE CORRECTED; OR (D) THAT THIS APPLICATION OR ITS SERVER ARE FREE OF VIRUSES OR OTHER HARMFUL CODE OR MATERIALS.
8. Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL UGroup LLC. BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, THAT RESULT FROM THESE TERMS OF USE, THE USE OF OR THE INABILITY TO USE THIS APPLICATION OR THE INFORMATION CONTAINED ON THIS APPLICATION, EVEN IF UGroup LLC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL UGroup LLC.’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, EXCEED THE GREATER OF (1) THE AMOUNTS YOU PAID TO UGroup LLC. IN THE PRIOR 12 MONTHS OR (2) U.S. $50.00.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE APPLICATION.
IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
9. Indemnity
You agree to indemnify, defend and hold harmless UGroup LLC., its affiliates, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from (i) your use of the UGroup LLC. Application; (ii) your use, disclosure or publication of Participant Content of other Users; (ii) your violation of these Terms of Use, (iii) your violation of any third party right, including without limitation any intellectual property or privacy right; or (iv) your Participant Content. Notwithstanding the foregoing, UGroup LLC. reserves the right to assume the exclusive defence and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting UGroup LLC.’s defence of such matter. This defence, hold harmless and indemnification obligation will survive these terms of use and your use of the UGroup LLC. Application.
10. Other Users
(a) Other Users. Each User is solely responsible for any and all of its Participant Content. Because we do not control Participant Content, you acknowledge and agree that we are not responsible for any Participant Content and we make no guarantees regarding the accuracy, currency, suitability, or quality of any Participant Content, and we assume no responsibility for any Participant Content. Your interactions with other Users are solely between you and such User. You agree that UGroup LLC. will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any User, we are under no obligation to become involved.
(b) Release. You hereby release and forever discharge us (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, other Users. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."
11. Term and Termination
(a) Your subscription or registration to use the Application, if any, shall remain in force until it is terminated by either party. Either you or UGroup LLC. may terminate your subscription or registration at any time, for any or no cause, by giving notice to the other party. You may cancel your Account at any time. UGroup LLC. will not have any liability whatsoever to you for any termination of your Account, including deletion of your Participant Content. These Terms of Use will survive termination of your Account with respect to your use of the Application, including that any licenses, consents and indemnities given by you and any limitations of our liability survive such termination.
(b) We may in our absolute discretion terminate your Account or license to use the Application at any time immediately by notice in writing if you breach any of these Terms.
(c) UGroup LLC. may, without prior notice, at any time immediately suspend or terminate your access (including restricting access) to the Application or any feature of the Website for any reason (including due to your breach or alleged breach of these Terms) in its sole and absolute discretion and without prior notice. In the event of a termination by UGroup LLC. of your Account or your access to the Application, a pro rata amount of any fees or amounts paid or pre-paid by you to UGroup LLC. will be refunded, except if such termination is due to your breach or alleged breach of these Terms.
(d) Upon termination of your Account for any reason, UGroup LLC. reserves the right to (i) collect all charges, fees, commitments, and obligations incurred or accrued by you; (ii) delete any of your Participant Content, listings, messages, or other information in connection with your Account; (iii) prohibit your access to your Account, including without limitation by deactivating your password; and (iv) refuse your future access to the Application. In no event shall UGroup LLC. be required to refund, redeem, or pay amounts to you upon termination of your Account or return any of your Participant Content.
12. Non-United States Jurisdictions
UGroup LLC. controls this Application from its offices in the United States of America. UGroup LLC. makes no representation that the UGroup LLC. Content and Participant Content (collectively, “Materials”) are appropriate or available for use in other locations, and access to them from territories where their content is illegal is prohibited. If you choose to access this Application from other locations, you do so at your own initiative and are responsible for compliance with applicable local laws. You may not use or export the Materials in violation of U.S. laws and regulations.
13. Dispute Resolution By Binding Arbitration
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
a. Agreement to Arbitrate
This Dispute Resolution by Binding Arbitration section is referred to in these Terms of Use as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and UGroup LLC., whether arising out of or relating to these Terms of Use (including any alleged breach thereof), the Application, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Use, you and UGroup LLC. are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
b. Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND UGroup LLC. AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND COMPANY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
c. Pre-Arbitration Dispute Resolution
UGroup LLC. is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at info@uworld.ai. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to UGroup LLC. should be sent to 30 N. Gould Street, Sheridan, WY 82801 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If UGroup LLC. and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or UGroup LLC. may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by UGroup LLC., or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or UGroup LLC. is entitled.
d. Arbitration Procedures
Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Use as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms of Use and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Unless UGroup LLC. and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, UGroup LLC. agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
e. Costs of Arbitration
Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, UGroup LLC. will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, UGroup LLC. will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, UGroup LLC. will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.
f. Confidentiality
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
g. Severability
If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms of Use will continue to apply.
h. Future Changes to Arbitration Agreement
Notwithstanding any provision in these Terms of Use to the contrary, UGroup LLC. agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Use, you may reject any such change by sending UGroup LLC. written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Use (or accepted any subsequent changes to these Terms of Service).
14. Digital Millennium Copyright Act
(a) Notice of Infringement. If you are a copyright owner or an agent thereof and believe that any Participant Content or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C. 512(c)(3) for further detail):
(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material.
(iv) Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail.
(v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
(b) UGroup LLC.’s designated Copyright Agent to receive notifications of claimed infringement is, UGroup LLC., 30 N. Gould Street, Sheridan, WY 82801. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to UGroup LLC. customer service through info@uworld.ai. You acknowledge that if you fail to comply with all of the requirements of this Section 11, your DMCA notice may not be valid.
(c) Counter-Notice. If you believe that your Participant Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use such Participant Content, you may send a counter-notice containing the following information to the Copyright Agent:
(i) Your physical or electronic signature.
(ii) Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled.
(iii) A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
(iv) Your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court in Santa Clara, California, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
(d) If a counter-notice is received by the Copyright Agent, UGroup LLC. may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or User, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at UGroup LLC.'s sole discretion.
15. Access and Communication
(a) UGroup LLC. does not warrant that you will have continuous access to the Application. UGroup LLC. will not be liable in the event that the Application is unavailable to you due to computer downtime attributable to malfunctions, upgrades, preventative or remedial maintenance activities, interruption in telecommunications supply or otherwise.
(b) UGroup LLC. does not guarantee the delivery of communications over the internet as such communications that rely on third party service providers. Electronic communication (including electronic mail) is vulnerable to interception by third parties and UGroup LLC. does not guarantee the security or confidentiality of these communications or the security of the Application.
(c) UGroup LLC. does not provide, and has no control over, communications, networks or services, the internet or other technology required or used across the Application and accepts no responsibility for any direct or indirect loss in any form associated with them, whether due to congestion, technical malfunction, viruses or otherwise.
(d) UGroup LLC. assumes no responsibility for the accuracy, correctness, timeliness or content of the UGroup LLC. Content or other materials provided on the Application.
16. Privacy
Any personal information submitted by you through the Application, whether personal information of you or another individual which you have the necessary consents to provide as contemplated by these Terms, including but not limited to any User Content and information you provide (such as by submitting an enquiry to a User or otherwise contacting a User) through the Application, will be collected, used and handled by UGroup LLC. for the purposes contemplated by these Terms and otherwise for the Purposes set out in UGroup LLC.'s Privacy Policy. The Privacy Policy forms part of these Terms and can be found at https://www.uworld.ai/privacy.
17. Risk Warning
Investing in private, unlisted, off-market and/or illiquid securities and investments involves a number of risks and challenges. If you choose to acquire assets displayed on the Application, you need to be aware of and accept all risks including without limitation:
(a) Loss of capital – many private businesses and assets fail and if you acquire an asset, it is significantly more likely that you may lose all of your investment than that you may receive a return of capital or a profit. You should not invest more money on an asset displayed on the Application than you can afford to lose without altering your standard of living.
(b) Illiquidity – the market and the value of any assets displayed on the Application must be considered to be illiquid and likely to remain illiquid. Any Buyer User must seek their own independent expert advice as to the value, suitability, and prospects for any assets to be acquired in any manner by a Buyer User. UGroup LLC. is irrevocably released and forever quit claim by any User in relation to the value, suitability and prospects for any assets displayed on the Application. UGroup LLC. investors do not have the ability currently to redeem their investments prior to the completion of a liquidity event by the underlying companies in which they have invested.
