Terms of Use
Liquid UPC Corp (LUPC) and Customer hereby agree as follows:
THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF OUR SERVICES.
BY ACCEPTING THIS AGREEMENT, BY CLICKING A BOX INDICATING YOUR ACCEPTANCE; BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT; OR, BY USING SUCH SERVICES, YOU AGREE TO THE TERMS OF THIS AGREEMENT.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU”OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
You may not access the Services if You are Our direct competitor or You intend to share with a direct competitor except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes.
MODIFICATIONS
The Liquid UPC Corp. reserves the right, in its sole discretion, to modify or discontinue, temporarily or permanently this Agreement including the Fees, at any time and without prior notice. Modification of this Agreement in a material manner will be posted on the Site, update the “last updated” date notated in this Agreement, and/or provide You with other notice of the modification. You should periodically review this Agreement so that you are aware of any changes to which you are bound. Your continued use of the Platform after any such modification constitutes your acceptance of the revised Agreement.
This Agreement was last updated on January 1, 2022. It is effective between You and Us as of the date of Your accepting this Agreement.
1. DEFINITIONS
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.
“Agreement” means this Master Subscription Agreement.
“Content” means information obtained by LUPC from publicly available sources or third-party content providers and made available to You through the Services, Beta Services or pursuant to an Order Form, as more fully described in the Documentation.
“Customer” means party conducting business with Liquid UPC Corp. .
“Documentation” means the applicable documentation, and its usage guides and policies, as updated from time to time, accessible by contacting Liquid UPC Corp. .
“LUPC” means Liquid UPC Corp. Inc.
“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
“Non-LUPC Application” means a Web-based, mobile, offline or other software process or functionality that is provided by You or a third party and interoperates with a Service, including, for example, an application that is developed by or for You.
“Order Form” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between You and Us or any of Our Affiliates, including any addendum and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
“Free Services” means Services that LUPC makes available to You free of charge. Free Services exclude Services offered as a free trial and Purchased Services.
“Membership” means the rights of being a member of an entity of LUPC or its Affiliates. Ether individually or collectively, belonging to a group. Memberships require a fee to join or participate ; some do not. Members are entitled to special privileges or benefits, but, some members may have different rights and privileges.
“Purchased Services” means Services that You or Your Affiliate purchase under an Order Form, as distinguished from Free Services or those provided pursuant to a free trial.
“Services” means the products and services that are ordered by You under an Order Form or provided to You free of charge (as applicable) or under a free trial, and made available online by Us. “Services” exclude Content and Non-LUPC Applications.
“User” means, in the case of an individual accepting these terms on his or her own behalf, such individual, or, in the case of an individual accepting this Agreement on behalf of a company or other legal entity, an individual who is authorized by You to use a Service, for whom You have purchased a subscription (or in the case of any Services provided by Us without charge, for whom a Service has LUPC provisioned), and to whom You (or, when applicable, We at Your request) have supplied a user identification and password (for Services utilizing authentication). Users may include, for example, Your employees, consultants, contractors and agents, and third parties with which You transact business.
“We,” “Us” or “Our” means the VirtualPethub.com company described in Section 13 (Whom You Are Contracting With, Notices, Governing Law and Jurisdiction).
“You” or “Your” means, in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity which have entered into Order Forms.
“Registration” means, a transaction online conducted by a website visitor or system admin. Event, Marketing, Reservations, bookings are all considered Registration Transactions.
“Your Data” means electronic data and information submitted by or for You to the Services, excluding Content and Non-LUPC Applications.
2. FREE TRIAL AND FREE SERVICES
2.1 Free Services. LUPC may make Free Services available to You. Use of Free Services is subject to the terms and conditions of this Agreement. In the event of a conflict between this Section 2.1 (Free Services) and any other portion of this Agreement, this section shall control. Please note that Free Services are provided to you without charge up to certain limits as described in the Documentation and or Order Form. Usage over these limits requires your purchase of additional resources or services. You agree that LUPC, in its sole discretion and for any or no reason, may terminate your access to the Free Services or any part thereof. You agree that any termination of your access to the Free Services may be without prior notice, and you agree that LUPC will not be liable to you or any third party for such termination. You are solely responsible for exporting Your Data from the Free Services prior to termination of Your access to the Free Services for any reason, provided that if We terminate your account, except as required by law, We will provide you a reasonable opportunity to retrieve Your Data.
NOTWITHSTANDING SECTIONS 9 (REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS) AND 10.1 (INDEMNIFICATION BY US), THE FREE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND LUPC SHALL HAVE NO INDEMNIFICATION OBLIGATIONS WITH RESPECT TO THE FREE SERVICES. WITHOUT LIMITING THE FOREGOING, LUPC AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE FREE SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE FREE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE FREE SERVICES WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 11.1 (LIMITATION OF LIABILITY), YOU SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO LUPC AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF YOUR USE OF THE FREE SERVICES, ANY BREACH BY YOU OF THIS AGREEMENT AND ANY OF YOUR INDEMNIFICATION OBLIGATIONS HEREUNDER
3. OUR RESPONSIBILITIES
3.1 Provision of Purchased Services. We will (a) make the Services and Content available to You pursuant to this Agreement and any applicable Order Forms, (b) provide applicable LUPC standard support for the Purchased Services to You at no additional charge, and/or upgraded support if purchased, (c) use commercially reasonable efforts to make the online Purchased Services available 72 hours a day, 7 days a week, except for: (i) planned downtime (of which We shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Our employees), Internet service provider failure or delay, Non-LUPC Software Applications, or denial of service attack.
3.2 Protection of Your Data. We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, as described in the Documentation. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Your Data by Our personnel except (a) to provide the Purchased Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 8.3 (Compelled Disclosure) below, or (c) as You expressly permit in writing. Except with respect to a Free Service, to the extent that LUPC processes any Personal Data contained in Customer Data, on Customer’s behalf, in the provision of the Services, which are hereby incorporated by reference, shall apply and the parties agree to comply with such terms.
3.3 Customer’s use of non-conforming data. A) errors and malfunction caused by any systems or programs not supplied by LUPC. For the avoidance of doubt, updates to the Software are subsequent releases to the standard Liquid UPC Corp. products, excluding Deliverables. LUPC reserves the right to charge Customer for any reintegration work required to make Deliverables compatible with future versions/releases.
3.4 Our Personnel. We will be responsible for the performance of Our personnel (including Our employees and contractors) and their compliance with Our obligations under this Agreement, except as otherwise specified herein.
3.5 Beta Services. From time to time, we may make Beta Services available to You at no charge. You may choose to try such Beta Services or not in Your sole discretion. Beta Services are intended for evaluation purposes and not for production use, are not supported, and may be subject to additional terms. Beta Services are not considered “Services” under this Agreement, however, all restrictions, Our reservation of rights and Your obligations concerning the Services, and use of any related Non-LUPC Applications and Content, shall apply equally to Your use of Beta Services. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of one year from the trial start date or the date that a version of the Beta Services becomes generally available without the applicable Beta Services designation. We may discontinue Beta Services at any time in Our sole discretion and may never make them generally available. We will have no liability for any harm or damage arising out of or in connection with a Beta Service.
NOTWITHSTANDING SECTIONS 9 (REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS) AND 10.1 (INDEMNIFICATION BY US), THE BETA SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND LUPC SHALL HAVE NO INDEMNIFICATION OBLIGATIONS WITH RESPECT TO THE FREE SERVICES. WITHOUT LIMITING THE FOREGOING, LUPC AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE BETA SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE BETA SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE BETA SERVICES WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 11.1 (LIMITATION OF LIABILITY), YOU SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO LUPC AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF YOUR USE OF THE BETA SERVICES, ANY BREACH BY YOU OF THIS AGREEMENT AND ANY OF YOUR INDEMNIFICATION OBLIGATIONS HEREUNDER
4. USE OF SERVICES, CONTENT, CUSTOMER DATA; STATISTICAL INFORMATION
4.1 Invoices, Retainers, Reoccurring Payments & Subscriptions. Unless otherwise provided in the applicable Order Form or Documentation, (a) Purchased Services and access to Content are purchased as Invoices, Retainers, Reoccurring Payments & Subscriptions, (b) Invoice, Retainers, Reocurring Payments & Subscriptions for Purchased Services may be added during the term at the same pricing as the underlying pricing, prorated for the portion of that term remaining at the time the subscriptions are added, and (c) any added Invoices, Retainers, Reoccurring Payments & Subscriptions will terminate on the same date as the underlying subscriptions.
4.2 Usage Limits. Services and Content are subject to usage limits, including, for example, the quantities specified in Order Forms and Documentation. Unless otherwise specified, (a) a quantity in an Order Form refers to Users, and the Service or Content may not be accessed by more than that number of Users, (b) a User’s password may not be shared with any other individual, and (c) except as set forth in an Order Form, a User identification may only be reassigned to a new individual replacing one who will no longer use the Service or Content. If You exceed a contractual usage limit, we may work with You to seek to reduce Your usage so that it conforms to that limit. If, notwithstanding Our efforts, You are unable or unwilling to abide by a contractual usage limit, You will execute an Order Form for additional quantities of the applicable Services or Content promptly upon Our request, and/or pay any invoice for excess usage in accordance with Section 6.2 (Invoicing and Payment).
4.3 Your Responsibilities. You will (a) be responsible for Users’ compliance with this Agreement, Documentation and Order Forms, (b) be responsible for the accuracy, quality and legality of Your Data, the means by which You acquired Your Data and Your use of Your Data with our Services, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify Us promptly of any such unauthorized access or use, (d) use Services and Content only in accordance with this Agreement, Documentation, Order Forms and applicable laws and government regulations, and (e) comply with terms of service of any Non-LUPC Applications with which You use Services or Content.
4.4 Usage Restrictions. You will not (a) make any Service or Content available to anyone other than Users, or use any Service or Content for the benefit of, anyone other than You, unless expressly stated otherwise in an Order Form or the Documentation, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering, (c) use a Service or Non-LUPC Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service or Non-LUPC Application to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Service or Content in a way that circumvents a contractual usage limit, or use of any of Our Services in a manner that violates our agreement, or to access or use any of Our intellectual property except as permitted under this Agreement, an Order Form, or the Documentation, (h) modify, copy, or create derivative works based on a Service or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or in an Order Form or the Documentation, (j) frame or mirror any part of any Service or Content, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted in the Documentation, or (k) disassemble, reverse engineer, or decompile a Service or Content, or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Service or (4) determine whether the Services are within the scope of any patent. Any use of the Services in breach of this Agreement, Documentation or Order Forms, by You or Users that in Our judgment threatens the security, integrity or availability of Our services, may result in Our immediate suspension of the Services, however We will use commercially reasonable efforts under the circumstances to provide You with notice
4.5 Statistical Information. LUPC may monitor Customer’s use of the Subscription Services and compile Customer Data with other data in an aggregate and anonymous manner to derive statistical and performance information related to the provision and operation of the Subscription Services and may make such information publicly available, provided that such information does not include any data that would enable the identification of Customer or Customer Data, or the disclosure of Customer Confidential Information. LUPC retains all rights, title and interest in and to such statistical and performance information.
4.6 Removal of Content and Non-LUPC Applications. If We are required by a licensor to remove Content, or receive information that Content provided to You may violate applicable law or third-party rights, We may so notify You and in such event You will promptly remove such Content from Your systems. If We receive information that a Non-LUPC Application hosted on a Service by You may violate Our agreement or applicable law or third-party rights, We may so notify You and in such event You will promptly disable such Non-LUPC Application or modify the Non-LUPC Application to resolve the potential violation. If You do not take required action in accordance with the above, We may disable the applicable Content, Service and/or Non-LUPC Application until the potential violation is resolved.
4.7 User Ids. LUPC will assign Customer one or more user IDs and passwords that will enable Customer to access the applicable Service. Customer shall take reasonable precautions to protect against theft, loss or fraudulent use of such IDs and passwords. Customer agrees that it will use the Service only for lawful purposes and in accordance with these Terms of Use. Each user ID is unique to the assigned individual and may not be shared with others, including other personnel of Customer.
4.8 Email Marketing. Customer agrees that its use of the Service shall at all times be in compliance with applicable local, state, national, and international laws and regulations and LUPC policies. A) Customer’s use of the Service to send commercial email messages, including invitations, reminders and confirmations (provided no clear exception applies under CAN-SPAM or other applicable law), must contain an “unsubscribe” or “opt-out” link that allows subscribers to remove themselves from Customer’s email messages. Customer acknowledges that Liquid UPC Corp. provides such a link by default in LUPC-generated emails, and Customer agrees it will not, and will not instruct or permit others acting on its behalf, to hide, disable, or remove the opt-out link from emails Customer transmits using the Service. B) Customer will process any “unsubscribe” or “opt-out” requests it receives as soon as reasonably practicable and no later than ten (10) days after submission and will update its email lists and address books to reflect such requests. C) Customer’s messages sent using the Services must contain clear and conspicuous notice that the message is an advertisement or solicitation and that the recipient can opt out of receiving more commercial email from Customer.
D) Customer’s messages also must accurately identify it as the sender, include a valid and current postal address, and comply in all other respects with applicable email marketing and advertising law. Customer will not send commercial email messages using domains by proxy.
NON-LUPC PROVIDERS
5.1 We or third parties may make available (for example, through a Marketplace or otherwise) third-party products or services, including, for example, Non-LUPC Applications and implementation and other consulting services. Any acquisition by You of such products or services, and any exchange of data between You and any Non-LUPC provider, product or service is solely between You and the applicable Non-LUPC provider. We do not warrant or support Non-LUPC Applications or other Non-LUPC products or services, whether or not they are designated by Us as “certified” or otherwise, unless expressly provided otherwise in an Order Form.
5.2 Non-LUPC Applications and Your Data. If You choose to use a Non-LUPC Application with a Service, You grant Us permission to allow the Non-LUPC Application and its provider to access Your Data as required for the interoperation of that Non-LUPC Application with the Service. We are not responsible for any disclosure, modification or deletion of Your Data resulting from access by such Non-LUPC Application or its provider.
5.3 Interoperation with Non-LUPC Applications and companies. The Services may contain features designed to interoperate with Non-LUPC Applications. To use such features, You may be required to obtain access to such Non-LUPC Applications from their providers, and may be required to grant Us access to Your account(s) on such Non-LUPC Applications. We cannot guarantee the continued availability of such Service features, and may cease providing them without entitling You to any refund, credit, or other compensation, if for example and without limitation, the provider of a Non-LUPC Application ceases to make the Non-LUPC Application available for interoperation with the corresponding Service features in a manner acceptable to Us.
5.4. LUPC Authorized Reseller or Partner. Various services you may acquire thru LUPC may be considered “White Labeled” or branded products or services sold on behalf of Non-LUPC Companies.
6. FEES AND PAYMENT FOR PURCHASED SERVICES
6.1 Fees. You will pay all fees specified in Order Forms, subscription, invoice, reoccurring billing or membership. Except as otherwise specified herein or in an Order Form,(i) fees are based on Services and purchased and not actual usage, (ii) payment obligations are non- cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant term.
6.2 Invoicing and Payment. You will provide Us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit card for all Purchased Services listed in the Order Form for the initial term and any renewal term(s) as set forth in Section 13.2 (Term of Purchase). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due upon reciept of invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.
6.3 Overdue Charges. If any invoiced or order amount is not received by Us by the due date, then without limiting Our rights or remedies, (a) those charges may accrue late interest at the rate of 2% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) We may condition future renewals and Order Forms on payment terms shorter than those specified in Section 6.2 (Invoicing and Payment). Overdue charges based on non sufficient funds will be issued a non refundable charge per instance of $45. If amount due is late, a $75 administrative fee may be charge at the discretion of LUPC.
6.4 Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue (or 5 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full. Other than for customers paying by credit card or direct debit whose payment has LUPC declined, We will give You at least 3 days’ prior notice that Your account is overdue, in accordance with Section 13.2 (Manner of Giving Notice) for billing notices, before suspending services to You.
6.5 Payment Disputes. We will not exercise Our rights under Section 6.3 (Overdue Charges) or 6.4 (Suspension of Service and Acceleration) above if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
6.6 Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this Section 6.6, We will invoice You and You will pay that amount unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property and employees. You understand and agree that You are solely responsible for determining in any tax setup within the technology (i) your applicable tax reporting requirements, and (ii) the taxes that should be included, and for including taxes to be collected or obligations relating to applicable taxes in postings. You are also solely responsible for remitting to the relevant authority any taxes included or received by you.
6.7 Future Functionality. You agree that Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Us regarding future functionality or features.
7. PROPRIETARY RIGHTS AND LICENSES
7.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, We and Our Affiliates, Our licensors, Subscribers and Content Providers reserve all of Our/their right, title and interest in and to the Services and Content, including all of Our/their related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
7.2 Access to and Use of Content. You have the right to access and use applicable Content subject to the terms of applicable Order Forms, this Agreement and the Documentation.
7.3 License to Host Your Data and Applications. You grant Us, Our Affiliates and applicable contractors a worldwide, limited-term license to host, copy, display and use any Non-LUPC Applications and program code created by or for You using a Service or for use by You with the Services, and Your Data, each as reasonably necessary for Us to provide, and ensure proper operation of, our Services and associated systems in accordance with this Agreement. Subject to the limited licenses granted herein, We acquire no right, title or interest from You or Your licensors under this Agreement in or to any of Your Data, Non-LUPC Application or such program code.
7.4 License to Use Feedback. You grant to Us and Our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into Our and/or Our Affiliates’ services any suggestion, enhancement request, recommendation, correction or other feedback provided by You or Users relating to the operation of Our or Our Affiliates’ services.
8. CONFIDENTIALITY
8.1 Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Your Data; Our Confidential Information includes the Services and Content; and Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
8.2 The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and(ii)except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, We may disclose the terms of this Agreement and any applicable Order Form to a subcontractor or Non-LUPC Application Provider to the extent necessary to perform Our obligations to You under this Agreement, under terms of confidentiality materially as protective as set forth herein.
8.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
9. SECURITY: STANDARDS, SAFEGUARDS AND AUDITS
9.1 Payment Cards. LUPC shall establish and maintain safeguards against the destruction, loss or alteration of payment cards which is in the possession of LUPC and stored in a LUPC platform by implementing the applicable information security controls as set out in the then current version of the Payment Card Industry Data Security Standard (“PCI”), or the immediately preceding version of PCI DSS to the extent still permitted by PCI authorities). LUPC uses only the utilizes only major institution to conduct online transactions such as Zoho Corp, Authorize.net and World Pay FIS where as the Terms of Services are provided on each companies website.
9.2 Personal Data. LUPC shall establish and maintain commercially reasonable safeguards against the unauthorized
destruction, disclosure or alteration of Customer personal data which is in the possession of LUPC.
9.3 Security –
Customer will not: (a) breach or attempt to breach the security of the Service or any network, servers, data, computers or other hardware relating to or used in connection with the Service, or any third party that is hosting or interfacing with any part of the Service; or (b) use or distribute through the Service any software, files or other tools or devices designed to interfere with or compromise the privacy, security or use of the Service or the operations or assets of any other customer of LUPC or any third party. Customer will comply with the user authentication requirements for use of the Software. Customer is solely responsible for monitoring its authorized users’ access to and use of the Software. LUPC has no obligation to verify the identity of any person who gains access to the Software by means of an access ID. Any failure by any authorized user to comply with the Agreement shall be deemed to be a material breach by Customer, and LUPC shall not be liable for any damages incurred by Customer or any third party resulting from such breach. Customer must immediately take all necessary steps, including providing written notice to LUPC, to effect the termination of an access ID for any authorized user if there is any compromise in the security of that access ID or if unauthorized use is suspected or has occurred.
10. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS
10.1 Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so. You acknowledges that any software may operate with errors, especially when customized to the needs of the licensee.
10.2 Our Warranties. We warrant that during an applicable term (a) this Agreement, the Order Forms and the Documentation will describe services provided. No Warranty is provided when using Non-LUPC Applications.
10.4 Definitions of Remedies.
Escalation. Requires a response within one business day. A response is defined as any type of communication (phone call, recorded message, email, SMS) sent to assigned project manager from You by You or assigned agent without acknowledgement of receipt. The content of communication is defined as either a (1) status update, or a (2) confirmation about completion. A response is not defined as a solution to the problem.
10.5 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT AND BETA SERVICES ARE PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.
11. MUTUAL INDEMNIFICATION
11.1 Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that any Purchased Service infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a settlement approved by Us in writing of, a Claim Against You, provided You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to a Service, We may in Our discretion and at no cost to You (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under “LUPC Warranties” above, (ii) obtain a license for Your continued use of that Service in accordance with this Agreement, or (iii) terminate Your subscriptions for that Service upon 30 days’ written notice and refund You any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply if (1) the allegation does not state with specificity that our Services are the basis of the Claim Against You; (2) a Claim Against You arises from the use or combination of our Services or any part thereof with software, hardware, data, or processes not provided by Us, if our Services or use thereof would not infringe without such combination; (3) a Claim Against You arises from Services under an Order Form for which there is no charge; or (5) a Claim Against You arises from Content, a Non-LUPC Application or Your use of the Services in violation of this Agreement, the Documentation or applicable Order Forms.
11.2 Indemnification by You. You will defend Us and Our Affiliates against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that ( a ) any of Your Data or Your use of Your Data with our Services, (b) a Non-LUPC Application provided by You, or (c) the combination of a Non-LUPC Application provided by You and used with Our Services, infringes or misappropriates such third party’s intellectual property rights, or arising from Your use of the Services or Content in an unlawful manner or in violation of the Agreement, the Documentation, or Order Form (each a “Claim Against Us”), and You will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a settlement approved by You in writing of, a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us,(b)give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.
11.3 Exclusive Remedy. This Section 10 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section 10.
12. LIMITATION OF LIABILITY
12.1 Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU AND YOUR AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT YOUR AND YOUR AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE.
12.2 Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE LUPC ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
13. TERM AND TERMINATION
13.1 Term of Agreement. This Agreement commences on the date You first accept it and continues until all subscriptions hereunder have expired, Agreements have been cancelled or have LUPC terminated.
13.2 Term of Purchased Subscriptions or Recurring Payments. The term of each subscription or Recurring Payments shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions & Recurring Payments will automatically renew for additional periods equal to the expiring term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant term. The per-unit pricing during any renewal term will increase by up to 25% above the applicable pricing in the prior term, unless We provide You notice of different pricing at least 60 days prior to the applicable renewal term. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced will be at Our applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.
13.3 Termination. A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
13.4 Refund or Payment upon Termination. If this Agreement is terminated by You in accordance with Section 13.3 (Termination), We will refund You any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by Us in accordance with Section 13.3, You will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve You of Your obligation to pay any fees payable to Us for the period prior to the effective date of termination.
13.6 Surviving Provisions. The sections titled “Free Services,” “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Your Data Portability and Deletion,” “Removal of Content and Non-LUPC Applications,” “Surviving Provisions” and “General Provisions” will survive any termination or expiration of this Agreement.
14. WHOM YOU ARE CONTRACTING WITH, NOTICES, GOVERNING LAW AND JURISDICTION
14.1 General. Who You are contracting with under this Agreement, who You should direct notices to under this Agreement, what law will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and which court have jurisdiction over any such dispute or lawsuit. All legal or dispute-related notices will be sent by first class mail or express delivery, if to Liquid UPC Corp. ., attention Legal Department, at 401 East Las Olas Blvd., Suite 130-195, Fort Lauderdale, 33301, U.S.A, and if to Customer, to Customer’s account representative and address on record in LUPC aligned’s account information or such other addresses as either Party may designate in writing from time to time.
14.2 Governing Law. Unless specifically set forth in the applicable Order (i) any action, claim, or dispute between the Parties will be governed by Florida law, excluding its conflicts of law provisions, and controlling U.S. federal law; and (ii) the Parties agree to the exclusive jurisdiction of and venue in the state and federal courts in Broward County, respectively. Except for actions for nonpayment or breach of either Party’s proprietary rights, no action, regardless of form, arising out of or relating to the Agreement may be brought by either Party more than 2 years after the cause of action has accrued.
14.3 Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to You will be addressed to the relevant billing contact designated by You. All other notices to You will be addressed to the relevant Services system administrator designated by You.
14.4 Agreement to Governing Law and Jurisdiction. Each party agrees to the applicable governing law above without regards to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.
14.5 No Agency. For the avoidance of doubt, We are entering into this Agreement as principal and not as agent for any other liquidupc.com company. Subject to any permitted Assignment under Section 14.4, the obligations owed by Us under this Agreement shall be owed to You solely by Us and the obligations owed by You under this Agreement shall be owed solely to Us.
15. GENERAL PROVISIONS
15.1 Export Compliance. The Services, Content, Products or other technology We make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. You shall not permit Users to access or use any Service or Content in a U.S. embargoed country (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea) or in violation of any U.S. export law or regulation.
15.2 Anti-Corruption. You agree that You have not received or LUPC offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify Our Legal Department.
15.3 Entire Agreement and Order of Precedence. This Agreement is the entire agreement between You and Us regarding Your use of Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. The parties agree that any term or condition stated in Your purchase order or in any other of Your order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation.
15.4 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (together with all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, We will refund to You any prepaid fees allocable to the remainder of the term of all subscriptions for the period after the effective date of such termination. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
15.5 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
15.6 Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.
15.7 Amendment/ No Waiver. The Agreement may be amended only by written agreement signed by the Parties. If any provision of the Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) will be construed to reflect the intent of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. The failure of either Party to enforce any right or provision in the Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by such Party in writing.
15.8 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
15.9 Compliance with Laws. Each Party agrees to abide by all applicable federal, state, and local laws and regulations in the performance of this Agreement.
15.10 Force Majeure. Neither Party will be in default or otherwise liable for any delay in or failure of its performance under these Terms if such delay or failure arises by any reason beyond its reasonable control, including any act of God, criminal acts, distributed denial of service attacks, or any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, failures or delays in transportation or communications, or any act or failure to act by the other Party, its employees, agents, or contractors. The parties will promptly inform and consult with each other as to any of the above causes that, in their judgment, may or could be the cause of a substantial delay in the performance of this Agreement.
15.11 Press Releases; Customer List.
Customer may not issue any press release or other public statement regarding the terms or subject matter of any agreement or relationship with Liquid UPC Corp. without LUPC prior written consent. Customer agrees that Liquid UPC Corp. may use Customer’s name or logo to identify Customer as a customer of Liquid UPC Corp. on LUPC website, in a press release reporting LUPC financial results, and as a part of a general list of LUPC customers for use and reference in LUPC corporate and marketing literature. The permissions granted under this paragraph are revocable by a Party in its reasonable discretion.
15.12 Professional Services. A) Liquid UPC Corp. will perform the mutually agreed upon Professional Services for Customer described in one or more SOW or Order Forms as the parties may agree to in writing from time to time. For purposes of this Agreement, “Professional Services” shall mean data conversion, data mapping, implementation, site planning, configuration, integration and deployment of Service, training, project management and other consulting services. Each Order Form or SOW, once executed by the authorized representatives of the parties, shall become a part of the Agreement. Either party may propose a change order to add to, reduce or change the Professional Services ordered in the Order Form or SOW. Each change order shall specify the change(s) to the Professional Services or deliverables, and the effect on the time of performance and on the fees owed to LUPC, due to the change. Once executed by both parties, a change order shall become a part of the Order Form or SOW. B) Ownership and Limited Right. All intellectual property rights in the results of the Professional Services including (without limitation) all deliverables, contents, documentation, training materials, modifications and all intellectual property embodied herein (collectively, the “Deliverables”) shall vest solely and absolutely in Liquid UPC Corp. or its licensors. Liquid UPC Corp. grants Customer, subject to timely payment of applicable fees and charges, and subject to the restrictions set forth in Section 3.1 hereof, a personal, nonexclusive, non-transferable right to, for the Term, use the Deliverables provided under Professional Services solely in connection with its use of the Service.
15.13 Use of Customer’s Name and Trademarks. Customer hereby grants LUPC a non-exclusive right and license to use Customer’s name and such of Customer’s trade names, trademarks, and service marks (collectively, “Customer’s Marks”) as are listed on Order Form or otherwise provided to LUPC in connection with this Agreement: (a) on LUPC’s own websites, (b) in printed and online advertising, publicity, directories, newsletters, and updates describing LUPC’s Services, and (c) in applications reasonably necessary and ancillary to the foregoing. Customer may use LUPC name, trademarks and service marks (collectively, “LUPC’s Marks”) in advertising and publicity in conjunction with the offering of User Content via LUPC, provided that Customer shall submit copy to legal@liquidupc.net for its prior written approval, and provided further that under no circumstances shall such use imply that LUPC endorses, sponsors, certifies, approves or is responsible for User Content.
15.14 DMCA Takedown Notice.
To the best of LUPC’s knowledge, all material published by LUPC on its web pages and other media properties, are done in full agreement with the original copyright owners (be that Liquid UPC Corp. or another party). If Customer comes across a situation where Customer suspects that this may not be the case, in accordance with the Digital Millennium Copyright Act (DMCA), Customer will contact LUPC as follows: Liquid UPC Corp., Inc.
ATTN: General Counsel
401 E Las Olas, Suite 130-195 Fort Lauderdale, Florida 33322, legal@liquidupc.net.
15.15 Repeat Infringers. It is LUPC policy in appropriate circumstances to disable and/or terminate the accounts of Customers who repeatedly infringe copyrights, trademarks or services marks.
15.16 Adult Material Policy. LUPC maintains a strict No Adult Material Policy. Any presentation of material that is pornographic or obscene in nature, as determined in LUPCs sole discretion, shall not be allowed and will subject to immediate termination. By way of example and not limitation, “Adult Material” includes any of the following: any photos or videos showing frontal nudity on either men or women; any photos or videos showing any sexually explicit nudity; any audio clips or text containing sexually explicit material; any sites with direct links to other sites containing such material; and any site engaged in the sale of sexually explicit items.
15.17 Training. It is Customer’s responsibility to ensure that all appropriate users receive initial training services sufficient to enable Customer to effectively use the Software, as applicable. Failure to do so could result in additional fees if service requests are deemed excessive as a result of insufficient training, at LUPC discretion. Liquid UPC Corp. further reserves the right to suspend or discontinue Support hereunder (without terminating this Agreement) in the following circumstances: (i) Customer’s requests for Support are overly excessive or duplicative of prior requests for issues that have already LUPC addressed by LUPC; (ii) Customer’s requests relate to the general use of the Services that are addressed via LUPC training tools and resources or which a person, using reasonable efforts, can perform after completing the LUPC training tools or resources; or (iii) Customer is abusive or offensive toward LUPC personnel.
15.18 Software & Environment Access. LUPC will provide Customer online access to and use of the Software via the Internet by use of a Customer-provided browser. The Software will be hosted on a server that is maintained by LUPC or its designated third-party supplier or data center. Customer is solely responsible for obtaining and maintaining at its own expense, all equipment needed to access the Software, including but not limited to Internet access and adequate bandwidth.
15.19. Support. Support services provided by LUPC as part of General Service include the following unless stated in the Order Form. Technical support identification requests in order to provide avenues for resolution.
For the avoidance of doubt, Support excludes Professional Services. LUPC is under no obligation to provide Support with respect to: (i) Services that have LUPC altered or modified by anyone other than LUPC or its licensors; (ii) Software used other than in accordance with the terms of this Agreement; (iii) discrepancies that do not significantly impair or affect the operation of the Software; (iv) errors or malfunction caused by Customer’s failure to comply with the minimum system requirements as provided by LUPC.
16 WEBSITE DESIGN
16.1 Design – The design of the website shall be in substantial conformity with the material provided to US by YOU. Website consultation will be provided according to the number of coordination steps outlined for the plan purchased by YOU in the Order Form. Website text shall be supplied by YOU unless copywriting services have LUPC purchased. Development of web pages shall occur on the selected Hosting Service with a third party. All technical issues including hosting, servers, content management systems (CMS), plugins not owned by LUPC are subject to third party partnerships-applications and support and may incur additional fees unless otherwise agreed to by the parties.
16.2 Coordination Steps. Customer understands that submissions for website development are limited to the number of coordination steps as provided in the Order Form. YOU are encouraged to provide as much instruction and direction as possible with each submission.
16.3 Accessibility of Website During Construction. Throughout the development of the prototype and the final website, the website shall be accessible to Customer the development staging domain. Until YOU approved the final website, none of the web pages for the website will be accessible to end users.
16.4 Completion Date. US and YOU shall work together to complete the website in a commercially reasonable manner. YOU shall supply to US complete text and graphical content of all web pages contracted for within six (6) weeks of the date of the Order, unless otherwise agreed to by the parties. If YOU do not submit complete text and graphical content within six (6) weeks after the Order, an additional continuation fee of 5% of the total Order Form price shall be assessed to YOU each month until the website is published.
16.5 Maintenance | Outsourcing Retainer. Unless and until a website maintenance plan is purchased on the Order Form, any Services purchased do not include website maintenance | Hosting | Outsourcing Retainer. If Customer or an agent other than LUPC attempts to update Customer’s pages, any time to repair any such web pages shall be assessed at an hourly rate, as determined by LUPC. Any other changes requested by the Customer shall be billed at the hourly rates set forth in the Order Form. This rate shall also govern additional work authorized beyond the maximums specified in the Order Form for other services such as webpage design, text editing, modifying product pages and simple databases, and art, photo, graphics or any other related services. If a customer elects to establish an outsourcing retainer instead of a maintenance agreement, the customer acknowledges that a minimum of 2.5 hours are required per month per site maintenance if the site is hosted on Liquid UPC Servers. If the customer is hosting their website(s), a minimum number of hours or fees will be established in order to conduct proper maintenance. The number of hours needed per maintenance is subject to change based on the term of the agreement along with the defined maintenance required for the website.
16.7 Hosting | SSL – Customers who elect to host with LUPC are provided first priority when any issue occurs. LUPC Hosting and SSL security is monitored hourly per day to ensure proper security and compliance. This included occasional backups of the website. The client may have a set price for hosting based on their agreement or if utilizing an outsourcing retainer agreement, this amount is determined based on the overall value of the website and/or is equal to or greater than $250 per month. If the agreement term has been fulfilled, the customer may elect to migrate off of LUPC hosting to their own hosting account. Unless in writing, a one-time site migration fee of $2,000 must be paid prior to any migration efforts upon the termination of the outsourcing agreement. Once the migration is completed, LUPC services will cease.
16.8 Website Fees – The total price for all of the design and development work (excluding post-approval modifications not implemented by the Customer) shall be set forth in the Order Form (the “Development”). This price covers all work for the Order Form (excluding post-approval modifications not implemented by the Customer). Unless otherwise stated in the Order Form, the Development Fee is due and payable to LUPC/LUPC upon sign-off. LUPC shall have no obligation to perform any work until payment is received and such funds are cleared from any such financial institution.
17 Payment Processors
You have an option to elect you use Your payment processor and services or request a introduction to our partnered “third-party” payment processor services. Utilizing our partners services, You are subject to the partners terms of service, agreements, and privacy policies. As a condition of Liquid UPC Corp. configuring payment processing services and acting as a liaison to our partners, you agree to provide accurate and complete information about Your business, and you authorize Us to share information related to Your business in the interest of a proper introduction. You will be responsible to meet all guidelines and agreements provided by Third-Party partner.
17.1. Non LUPC Applications, Third Party Technology Fees
17.2 If YOU wish to process credit card payments in connection with US, YOU must first establish YOUR own merchant bank account and an account with a provider of credit services on the Internet supported by US. WE cannot and do not guarantee that YOU will be able to qualify for and obtain a merchant account compatible with US.
17.3 YOU are responsible for:
a) testing the connectivity of YOUR merchant account (including authorization, settlement and refund) prior to processing credit card payments at YOUR event; and
b) all fees and expenses generated in YOUR merchant bank account.
17.4 Any refunds or credits must be independently arranged between YOU and YOUR registrants or YOUR clients’ registrants. If YOU or YOUR client cancels an for which YOU have collected fees or if YOU permit partial or complete refunds, YOU must maintain sufficient funds in YOUR bank account so that the WE may issue such refunds to YOUR registrants. For security purposes, funds collected will not be held by US at any point in this process. All funds will pass from registrant to YOU without ever being deposited in accounts controlled by WE.
18 Community / Networking / Directory Websites
18.1 Liquid UPC Corp. provides a networking platform (the “technology”) which is an online technology website that connects the owners of business (“Listing Owner”) with visitors (“Prospects”).
18.2 These terms apply to all services provided or arranged by us to Listing Owner and/or to Prospects (“Services”). Liquid UPC Corp. does not own, control or manage any businesses listed on the Technology without the permission from the business owner.
18.3 In these terms “you” refers to Listing Owner and/or Prospects (as appropriate).
18.4 Creating an account on the Technology, you are agreeing to these terms. The terms may be varied at any time by posting amended terms on the Technology.
18.5 These terms relate to your use of the Technology once you have created an account but do not relate to your use of the website otherwise.
18.6 Creating a Listing Account
18.7 To use LUPC Services, you are required to register and create an account on the Technology. In so doing, you will create a profile (“Profile”).
18.8 To create an account you must: be at least 18 years of age; be a business customer; and be authorized by the company or organization that you work for to create an account, create a Listing, or make an inquiry about a Listing.
18.9 LUPC may suspend or terminate your access to the Technology at any time with or without notice.
18.10 To create an account you will be required to submit specific information about your company including your name, email address, telephone number, physical address, and information about the company or organization you work for.
18.11 Your Profile is public and will be visible to Prospects or any users of the Technology.
18.12 To market a Business, you may be required to create a Business Listing (“Listing”) that includes: a detailed description (including photographs) of the Business; the type of occupancy offered at the Business; a video of the Business; hours of operation of the Business; amenities of the Business; social media tied to the business
18.13 To maintain your Listing, you must timely provide us with any other information relating to you or the Business as we may reasonably request.
18.14 We will review the Listing and we reserve the right to approve, decline, or reject an amendment the Listing. In the event that we decide to decline or require an amendment to the Listing we will contact you via the email address provided when you created the Listing with our reasons for declining the Listing or with our suggested amendments to the Listing.
18.15 Once a Listing is approved it will be posted to the Technology and will be publicly available to all users of the Technology.
18.16 You are responsible for the accuracy of all information in your Listing.
18.17 In addition to marketing the Listing on the Technology, we will be entitled to display details of the Listing (and the Business) or market the Listing (and the Business) thru third party websites or send promotional emails to Prospects, or other third parties and provide such information about your Listing as we may deem appropriate to promote your Listing or to promote LUPC. You grant us a limited license to use any and all information in your listing in the manner contemplated by these terms.
Prospects
18.18 You can browse Listings and search for Business without creating an account. To inquire about a Listing, you must submit an inquiry or register with us and may be required to create an account on the Technology.
18.19 If you submit an inquiry about a Listing, a LUPC will gain access to your information provided in your inquiry (including your email address, and telephone number) and will have the right to contact you.
18.20 LUPC is not liable to the prospect or the Business Listing Owner for any fees, costs, expenses, or losses incurred.
2.17 Business Listing Owner may identify a business represented the actual business. In this case the Business Listing Owner may claim the listing and provide documentation to LUPC to obtain approval and access. In the case of information that is not accurate, please report such a listing to LUPC
18.21 You agree to appoint us as your non-exclusive agent for the purpose of connecting you to prospective or Introduced Prospects.
18.22 For the purpose of this agreement, an ‘Introduced Business Client’ means any business who a) has expressed interest in your Business through the Technology; or b) has made an enquiry through the Technology or to us by email or telephone; or c) has become aware of you or the address or location of your Business (or any other Business owned by you that is not listed on the Technology) directly or indirectly as a result of your Listing with the Technology.
19. Pet Membership, Hubs, Terms and Conditions:
19.1 Application for Enrollment
You may subscribe in the Liquid UPC Corp. Membership Program by submitting a completed the online application online or by physical order form. Submitting your application indicates your agreement with and acceptance of these Terms and Conditions, as may be amended from time to time by LUPC in its sole discretion by posting the amendments on https://virtualpethub.com. All amendments to these Terms and Conditions shall automatically be effective upon the effective date specified in the posting or, if no effective date is specified, then immediately after they are posted.
19.2 Membership Status
Your Certification by Liquid UPC Corp. as a Member. You will become an active Member of the Program (“Member”) immediately upon (i) Liquid UPC Corp.’s certification of you as a Member of the Program (“Membership”), and (ii) Liquid UPC Corp.’s receipt and collection of your Membership Fees. Liquid UPC Corp.’s certification requirement may include, but Liquid UPC Corp. is not limited to, receipt of a completed enrollment application from you. If your Membership is not certified, Liquid UPC Corp. will refund your Membership Fees. If your Membership is through one of our Affiliates, contact them directly with any fee or payment questions on their policies.
19.3 Membership Term
Your Membership has a term disclosed on your enrollment application and will be effective for the term disclosed on such form from the date you are certified in Liquid UPC Corp.’s membership tracking system. Liquid UPC Corp. will notify you 30 days prior to the end of your Membership term, allowing you to renew your Membership. Notwithstanding, a failure by Liquid UPC Corp. to notify you of the expiration of your membership shall not alter its right to terminate your membership and/or request payment for membership’s renewal. If you choose not to renew your Membership you would still have access to Pet support but you will not be able to book Pet. In order to create any new reservations, you will be required to renew your membership based on the terms defined for all members at the time of your renewal. Liquid UPC Corp. will not renew your membership without your explicit consent for either a one-time renewal or automatic renewals. Liquid UPC Corp. reserves the right to amend the Renewal Fee(s) at any time by posting the amended Renewal Fee(s) on https://virtualpethub.com.
Contact Liquid UPC Corp. with questions about your membership. If you have any questions regarding your Membership, you may contact Liquid UPC Corp. by visiting https://virtualpethub.com or calling Liquid UPC Corp.’s number listed at 954-828-9393.
Additional Classifications of Membership may be created. Additional Membership classification ranks and requirements for each Membership classification rank may be created and revised by Liquid UPC Corp. from time to time in its sole discretion.
19.4 Membership Opportunities
As a Member, you may be eligible for special, exclusive Pet opportunities and prices negotiated exclusively for Liquid UPC Corp. and certain Pet industry and non-Pet industry perks and benefits offered by Liquid UPC Corp. from time to time. Liquid UPC Corp. may determine eligibility for such opportunities and perks and benefits in its sole discretion.
20.0 MEMBERSHIP AND PAYMENTS
You authorize Liquid UPC Corp. to collect payment of any charges you incur for products and services you have actively signed up for including, but not limited to, charges for additional and/or optional programs, and products and/or services offered by Liquid UPC Corp., by automatically charging any billing vehicle Liquid UPC Corp.has on file for you. For any such amount owed by you to Liquid UPC Corp. but which you have failed and/or declined to pay,Liquid UPC Corp. reserves the right to (i) assess late fees and penalties for past due balances to the maximum extent allowed by law, (ii) process the balance due and all associated late fees and penalties (for past due amounts), Collection Costs and Returned Check Fees (as such terms are defined below) on any billing vehicle that Liquid UPC Corp. has on file for you, (iii) offset the balance due plus any late fees and penalties and Collection Costs and Returned Check Fees against any type of Renewal Bonuses payable to you, (iv) hold any documents, without liability to you, that Liquid UPC Corp. may have in its possession until the balance due and all associated late fees and penalties (for past due amounts) are remitted. In the event that Liquid UPC Corp. incurs any fees and costs, including, without limitation, legal fees and expenses, in connection with its collection of any amounts due from you to Liquid UPC Corp.(the “Collection Costs”), you agree to pay all Collection Costs. In the event that any check that you issue or remit to Liquid UPC Corp. is returned, you agree to pay to Liquid UPC Corp. all costs and expenses as permitted by law (the “Returned Check Fees”).
20.1 Approvals for Membership Fees. In the event that Liquid UPC Corp. is unable to obtain an approval code for the preliminary charge for your Membership Fees, Liquid UPC Corp. reserves the right to continue to attempt to obtain an approval code by resubmitting the charge through Liquid UPC Corp.’s credit card processor.
20.2 Payments Not Collected. If Liquid UPC Corp. is unable to collect the full amount or any amount of a payment due and payable to Liquid UPC Corp.f or your Membership, Renewal and/or any optional programs, products and/or services, Liquid UPC Corp. reserves the right to terminate or suspend your Membership and/or your optional programs, products and/or services without notification. In addition, in the event we are unable to collect all of any portion of any payment billed to your credit card, you will be charged a fee in the amount determined by applicable law. Upon receipt of the total amount due, Liquid UPC Corp. may reactivate your Membership, optional programs, products and/or services subject to receipt of late fees, which may be charged to the maximum extent required by law. Liquid UPC Corp. also reserves the right to accelerate any and all balances for payments due for Membership and/or Renewal Fees should you default on your agreed payment plan.
20.3 Collections of Fees by Third Party Agencies. Liquid UPC Corp. reserves the right, in its sole discretion, at any time during the Membership contract to sell or assign any payments due from you to Liquid UPC Corp. to a third party for collection. These payments include, but are not limited to, Membership Fees, Renewal Fees, optional program, product and/or service fees as well as any other fees.
21.0 TERMINATION, CANCELLATION OR EXPIRATION OF YOUR MEMBERSHIP
21.1 Termination of Your Membership. In the event that you fail to comply with any of these Terms and Conditions or the Guidelines, Liquid UPC Corp. may immediately terminate your Membership. If your Membership is terminated by Liquid UPC Corp. for any reason, you will not be entitled to any refund of payments or Membership Fees and will be cancelled and void.
21.1 Renewal of Your Membership. Unless Liquid UPC Corp. elects not to renew your Membership, you will be reminded thirty (30) days prior to the expiration of your Membership to renew it. If you do not renew your Membership, you will receive an additional email reminder prior to the expiration of your Membership. If you do not renew your Membership by the expiration date, your Membership will expire. As a member with an expired Membership, you would still be able to access the website, but would not be able to book Pet. You would be required to renew your Membership in order to make any booking. You will be required to pay the renewal fee applicable at the time of renewal, and the failure to pay such renewal fee upon renewal will result in the freezing of your membership until the renewal fee is collected.
21.2 Cancellation of Your Membership. Should you select to cancel your Membership, please use the Liquid UPC Corp. support form, provide the reason for the cancelation. We will send an email to the email address under your account requesting you confirm the cancellation. This is done in order to prevent mistakes and to allow you to confirm that you indeed requested the cancellation. Once confirmed by you, your Membership will be cancelled. Membership fees and annual renewal fees are non-refundable upon cancellation. You agree that should you fail to confirm the cancellation through the email we will send to you, your Membership will remain Active and subject to these Terms and Conditions as amended from time to time.
21.3 Cancellation of Optional Programs, Products and/or Services. Terms and Conditions specific to any optional programs, products and/or services, are stated within the optional program, product or service offering. The terms of cancellation of these programs, products and/or services are defined at the time of purchase and may, in Liquid UPC Corp.’s sole discretion, include a cancellation period of up to 30 days from the date of purchase. Should you elect to cancel these optional programs, products and/or services, you can do so by sending a cancellation request to billing@virtualpethub.com.
21.4 Invalid Cancellation Requests. Faxed and/or telephone requests for cancellation will not be processed by Liquid UPC Corp..
22 REGULATIONS FOR USE OF SITE
22.1 THE TRAVEL INVENTORY AND RELATED SERVICES AVAILABLE ON THE SITE ARE PROVIDED BY INDEPENDENT CONTRACTORS (“SUPPLIERS”) THAT ARE NOT AGENTS OR EMPLOYEES OF OPERATOR. UNLESS PROHIBITED BY LAW, ORDINANCE, OR REGULATION, THE OPERATOR DOES NOT ASSUME LIABILITY FOR ANY ACTS, ERRORS, OMISSIONS, REPRESENATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF ANY SUCH SUPPLIERS OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE OR LOSS, INCONVENIENCE, LOSS OF ENJOYMENT, MENTAL DISTRESS OR OTHER SIMILAR MATTER, DELAYED DEPARTURE, MISSED CONNECTION, SUBSTIUTION OF SERVICE OR ACCOMODATIONS, TERMINATIONS OF SERVICE, OR CHANGES IN FARES AND RATES, AND/OR CANCELLATION OR DOUBLE BOOKING OF RESERVATIONS BY THE SUPPLIER.
22.2 ALL Pet DOCUMENTS ARE ISSUED SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED BY SUPPLIERS.
All content on the Site is subject to amendment without notice. All content is published in good faith but Operator does not check the accuracy of all information provided by Suppliers. Operator corrects errors and omissions upon learning of the same. Operator reserves the right to cancel a reservation, without liability or penalty to you, if an error or omission leads to a material and unreasonable outcome (e.g., a five-star hotel sold for $2.00).
22.3 Reservations depend on availability of products and are subject to confirmation upon payment.
22.4 You must ensure that the information that you provide to Operator when making a reservation is accurate. You must inform Operator of any relevant changes to your contact information and/or other relevant changes to the information that you provided to Operator at the time of the
23. Virtual Travel Hub Hotel, Flights, Rental Vehicles
23.1 Hotel cancellation policies vary per reservation and will be disclosed during the booking process and prior to your approval of the reservation. The applicable cancellation policies will be printed on your reservation voucher.
23.1.1 A fee consisting of full amount paid (NO REFUND) will be assessed for no shows without cancellation or changes made less than 24 hrs prior to check-in date.
23.1.2 Packages and tours containing an air component will be subject to policies regarding flights.
23.1.3 ALL CANCELLATIONS, (EX)CHANGES, AND COMPLAINTS MUST BE MADE DIRECTLY TO OPERATOR IN REAL TIME USING Operators TOLL FREE NUMBER +1-877-477-7441 Cancellations and (ex)change requests and complaints made directly to the vendor will not be reviewed by Operator.
23.1.4 All services are subject to Operator’s and/or supplier’s current cancellation rules in addition to cancellation fees imposed by Operator.
23.1.5 Age restrictions apply to reservation of hotel rooms. Generally, you must be at least 21 years of age to check into a hotel room. Review of the Site is required for specific age restrictions relating to each reservation.
23.1.6 Rates quoted are per room per night; hotel taxes and service fees are disclosed at the time of reservation, if applicable. Unless specifically stated on your reservation, rates do not include meals.
23.1.7 Star ratings for Pet inventory are for informational purposes only and are not a guarantee or warranty of any kind by Operator. Our star ratings may consider objective criteria (for example, the presence or absence of facilities and services) and/or subjective criteria (for example, ambience and reputation). Our star rating for a hotel is not guaranteed to be equal to or consistent with the star ratings found through any other sources.
23.1.8 The information provided on the Site relating to mapping and distances is provided for informational purposes only and is not a guarantee or warranty of any kind by Operator of the location of the hotel.
23.1.9 Reservations and bookings of groups (defined as more than 5 hotel rooms) and/or conventions must be made directly with Operator’s Groups Department. Operator reserves to the right, in its sole discretion, to cancel any reservations made on the Site which should have been referred to Operator’s Groups Department and/or charge purchasers’ credit card for any additional fees and costs related thereto.
23.2 Flights
23.2.1 Your offer to purchase air tickets is not accepted and confirmed until Operator sends an email, including ticket numbers, advising of the confirmation of the reservation and receipt of payment in full. Operator’s initial automated notification email, which does not contain ticket numbers, will be sent prior to the confirmation and is NOT a confirmation of the reservation even if the Site indicates availability. If you do not receive a second email with the ticket numbers within 12 hours, it is your responsibility to contact the Operator’s flight desk immediately.
23.2.2 All airline ticket purchases are non-refundable and non-transferable.
23.2.3 Airline ticket purchases may, under certain circumstances, be exchanged prior to departure subject to payment of processing fees, any increases in fare, and similar surcharges which will be assessed at the time of the exchange.
23.2.4 Packages and tours containing an air component shall be subject to policies regarding flights irrespective of the value of the components of the package or tour.
23.2.5 Air fare prices generally do not include baggage fees imposed by the Supplier. Baggage fees are subject to each airline’s policies, and you are responsible for payment of baggage fees directly to the Supplier.
24.2.6 If you fail to check in for one segment of your flight arrangements, the supplier will cancel your remaining flight segments (entire reservation).
23.2.7 All reservations must be made in the EXACT name of the person Traveling. Changes and amendments to the name of the person Traveling are not permitted by the Operator or Supplier. You will be responsible for any charges issued by the Supplier due to incorrect passenger information entered by you at the time of making the reservation.
23.2.8 Operator reserves the right, in its sole discretion, to reject your offer to purchase an air ticket or cancel the confirmed reservation due to the following:
23.2.8.1 Operator’s inability to verify credit card details;
23.2.8.2 Airline ticketing restrictions prohibit or limit reservation;
23.2.8.3 Restricted areas of Pet; and/or
23.2.8.4 Your failure to complete credit card authorization when requested.
23.2.9 Operator may require a signed credit card authorization letter for any reservation booked. Your failure to provide Operator with a signed credit card authorization (if requested) will result in refection of your offer to purchase a ticket or cancellation of the previously confirmed reservation.
23.2.10 Changes to and cancellations of air tickets can be made only if the Supplier and specific air ticket rules permit the same. Operator will charge a processing fee per ticket for each change or cancellation request. This processing fee will be charged in addition to the fee assessed by the Supplier. In addition, any increase in fare will be applicable. The processing fee may appear as a separate charge from Operator on the credit card statement. All changes and cancellations must be made by phone with one of Operator’s flight desk representatives. NO requests for changes or cancellations will be accepted by email or fax. All approved changes and cancellations will be confirmed by an email confirmation notice from Operator.
23.3 Rental Vehicles
23.3.1 All rentals of vehicles through the Site are subject to the Suppliers terms and conditions which are provided to you when you pick up the vehicle.
23.3.2 Requests for specific features (i.e. vehicle type) are not guaranteed by Operator or Supplier.
23.3.3 A valid driver’s license and credit card is required at the time of pick-up of the vehicle. The driver’s license and credit card must be in the name of the individual that reserved the vehicle for his/her use. Debit cards may not be accepted by Supplier.
23.3.4 Age restrictions apply to rental of a vehicle. Unless stated otherwise, you must be 21 years of age to rent a vehicle from Suppliers.
23.3.5 Rates quoted are based upon dates and times provided at the time of reservation, and rates may change depending upon actual time of pick up or drop off of the vehicle.
23.5 Rates, Taxes, & Service Fees
23.5.1 Hotel prices are per room and the aggregate of all hotel assessments and service charges (aggregately “Hotel Fees”) are disclosed to you at the time of booking your reservation. The Hotel Fees may include, but are not limited to, hotel taxes owed by Operator to hotel, sales and use taxes, occupancy taxes, room taxes, excise taxes, value added taxes, and other similar taxes as well as service charges related to Operator’s service and fulfillment of your reservation. The Supplier, not the Operator, collects and remits hotel taxes to the applicable tax authorities wherever applicable.
23.5.2 The aggregate of all vehicle related taxes, surcharges, airport facility charges, and similar charges imposed by the Supplier in connection with the rental of a vehicle as well as any service charges related to Operator’s service and fulfillment of your reservation (aggregately “Car Fees”) are disclosed to you at the time of booking your reservation.
23.5.3 The Supplier, not the Operator, is the vendor of your Pet inventory. The Supplier, as vendor, collects and remits taxes including but not limited to sales and use taxes, value added tax, excise tax, facility taxes, and other imposed taxes to the applicable tax authorities wherever applicable. Operator is not a vendor or co-vendor associated with the Supplier. The service charge or Fees imposed by Operator on your reservation is retained by Operator solely to service and fulfill your reservation requests.
23.5.4 Rates are only guaranteed after receipt by Operator of full payment and acceptance of your offer to purchase. Adjustments to rates will not be made after full payment and acceptance of your offer to purchase, nor shall any subsequent rate reduction be made retroactive. Rates and schedules are subject to change without notice prior to payment and acceptance of your offer to purchase.
23.5.5 Children’s rates may be available at the discretion of the Supplier, and will be quoted with the total package price upon request and if available. Children’s rates for hotels generally apply only when sharing a room with two paying adults and/or subject to Supplier’s rules.
23.5.6 Generally, restrictions apply to children and minors Traveling alone, and Suppliers’ rules may forbid such Pet. It is your obligation to check the information on the Site before making a reservation for an individual Traveling alone who is under the age of 21.
23.5.7 Rates, Hotel Fees, Cruise Fees, and Car Fees do not include any additional fees imposed by the Supplier for cribs, rollaway beds, resort fees, baggage fees, gratuities, meals and beverages, mini-bar snacks, shows, tours, tips, telephone calls, liquor, laundry, car seats, GPS devices, and other surcharges or other services and purchases of a personal and/or supplementary nature which are not otherwise specified in the quoted rates or which are excluded from the price. The Supplier will assess these additional fees, charges, and surcharges directly to you. All personal charges must be paid at the time of service, prior to departure from the hotel, or as designated by Supplier.
23.5.8 Fees assessed by payers’ credit card processor, including international credit card transactions fees, will not be refunded by Operator. Note that Operator may use credit card processors that process the credit card payment transaction outside your local area.
23.6 Payment
23.6.1 You must be 18 years of age and capable of legally entering into a binding contract to make a payment for Pet inventory on the Site.
23.6.2 With the exception of cruises, reservations must be paid in full by credit card at the time of reservation. The payment requirements for cruises vary per reservation and will be provided to you at the time of reservation.
23.6.3 Operator restricts usage of third-party credit card. You must have sufficient credit balance on the credit card to complete the transaction.
23.6.4 Operator reserves the right to automatically charge the credit card upon acceptance of your offer to purchase Pet inventory. Operator reserves the right to re-invoice in the event of clerical errors.
23.6.5 Operator follows generally accepted practices for processing payments using credit cards. Operator provides your credit card information to a third party, who may be located outside the United States, for processing payments. Please refer to our Privacy Policy for more detailed information regarding how we protect your personal information.
23.6.6 The currency data and applied currency calculations on this Site. Use of currency data and applied currency applications on this Site are provided on an “as is” basis.
23.7 Cancellations, Amendments, Exchanges, & Complaints
23.7.1 Once Operator sends you a confirmation of your purchase, a minimum cancellation fee shall apply. The applicable cancellation policies will be printed on your reservation voucher.
23.7.2 Hotel cancellation policies vary per reservation and any additional cancellation fees above those stated below will be disclosed during the booking process and prior to your final approval of the reservation.
23.7.3 Cruise and vehicle rental cancellation policies vary per reservation and will be disclosed during the booing process and prior to your final approval of the reservation.
23.7.4 All cancellations and complaints must be made directly to Operator using Operator’s numbers provided on your voucher and as follows: +1-800-442-0568. All complaints must be made when you know or should have known of the matter raised; generally, all complaints should be made at the start of or during consumption of the Pet inventory (i.e. check in date for hotels, pick up of vehicle for vehicle rental, and embarkation time for cruises).
23.7.5 All complaints that are not made at the start of or during consumption of the Pet inventory purchased shall be made as follows: either by calling Operator’s customer service center at +1-877-477-7441.
23.7.6 Requests for amendments to and/or exchanges of purchases are not permitted. You must provide accurate details when making a reservation.
23.7.7 Cancellation requests and complaints made directly to the Supplier will not be reviewed by Operator.
23.8 Refunds and No Shows:
23.8.1 Timely requests for refunds that were not satisfactorily addressed in real time must be submitted to Operator in writing no later than 30 days after end of service (end of service means the final date of consumption of Pet inventory, or if Pet inventory was not consumed, reserved start date. The request must include the return of all issued documentation. Requests for refunds after this time period will not be reviewed.
23.8.2 If you fail to check into your hotel on the day of your reservation and do not advise Operator and hotel of the same, the remaining portion of your reservation may be cancelled without further notice. Unless specified otherwise in your reservation, you may not receive a refund for all or part of your reservation. If you fail to check in for one segment of your flight arrangements, the supplier will cancel your flight segments (entire reservation).
23.8.3 No refunds or exchanges will be made for any unused, complimentary components of Pet inventory. No refunds will be provided for lost, destroyed or stolen documents or tickets. Operator reserves the right to determine whether to provide a refund for consumed Pet products.
23.8.4 All refunds are subject to the above provisions governing cancellations and changes, including applicable fees, and are further subject to any such fees or other charges imposed by Suppliers. No refunds will be awarded if Operator is charged for the service or Pet inventory.
23.8.5 Acceptance of a refund constitutes a waiver by the customer of all rights and remedies under applicable law other than the amount of the refund.
23 Pet Specifications:
23.8.6 Special Travel Requirements
The Suppliers of Travel Inventory do not necessarily have the appropriate special services and equipment to accommodate persons with disabilities or special needs. Please advise Operator of any special requests at the time of reservation and Operator will forward the request to the appropriate Supplier. Operator cannot guarantee that such requests can be fulfilled by Supplier.
23.8.7 International Travel
Passports, identification documents, visas, visa waivers, and/or related Travel document requirements vary by country of origin and destination (including transit points). It is your responsibility to obtain (for all Peters, including children and infants) all required Travel documents, at your own expense, prior to making a reservation. We highly recommend that you obtain current information regarding entry requirements and security before making a reservation. Operator will not refund monies paid due to your failure to obtain the proper Travel documents, including but not limited to passports and visas with proper expiration dates. The name(s) on the above Travel documents must match the name(s) on the reservations. For Travel to the USA by non-US citizens, including transit, Operator recommends that you review the requirements of the US Department of Homeland Security Visa Waiver Program.
23.8.8 Security and Health Matters
Operator strongly advises that you review all Travel restrictions, warnings, and advisories available to you through the appropriate government agency and through the US Department of State. Operator does not guarantee or warrant that Travel to the destinations available on the Site is advisable and/or within acceptable risk guidelines as outlined by the appropriate authorities. It is your responsibility to determine whether vaccinations or other health restrictions/precautions are necessary for Travel.
24 LEGAL POLICIES
24.1 USE OF SITE
24.2 Accepted Use of Site
24.3 This Site may be used by you solely for personal and noncommercial uses relating to the examination, review, and purchase of Pet inventory on the Site. You must be at least 18 years of age and able to enter into legally binding contracts to use this Site. You are responsible for maintaining the confidentiality of your password, login, and account information. You are financially responsible for all uses of our Site by you and anyone using your password and login information. Operator reserves the right to terminate or restrict your access to all or any component of our Site, refuse service, remove or edit content, or cancel orders, at any time and without advance notice or liability. You are solely responsible for any use of websites that you may access through hyperlinks on our Site. Operator does not control or endorse these hyperlink-accessed websites and disclaims any endorsement of or liability for your use of these hyperlink-accessed websites. Operator reserves the right to automatically create an account for each user who makes a booking on Liquid UPC Corp., which account will allow such user to see his/her booking details and any previous reservations; provided however that such automatically-created account shall NOT constitute enrollment in the Liquid UPC Corp.. Operator also reserves the right to send Liquid UPC Corp. newsletters to all such users.
24.4 Prohibited Use of Site
24.5 You may not reproduce, duplicate, modify, copy, distribute, transmit, display, sell, transfer, publish, create derivative works from or otherwise exploit for any purpose the content, software, products, or services or data found on this Site. You may not (i) access, monitor or copy any content or information on this Site using any robot, spider, scraper or other automated means or any manual process for any purpose without express written permission of Operator; (ii) violate the restrictions in any robot exclusion headers on this Site or bypass or circumvent other measures employed to prevent or limit access to this Site; (iii) take any action that imposes, or may impose, in the discretion of Operator, an unreasonable or disproportionately large load on the Operator’s infrastructure; or (iv) deep-link to any portion of this Site (including, without limitation, the purchase path for any Pet services) for any purpose without express written permission of Operator. You will not use this Site for any purpose that is unlawful and/or prohibited by these Terms, conditions, and notices. You will not use the Site for any speculative, false, or fraudulent reservations.
24.6 Any information you send to this Site is transmitted at the sole risk of the user. The rates, and terms and conditions of use and purchase of the Pet inventory on this Site are subject to change by Operator at any time prior to acceptance of your offer to purchase Pet inventory and receipt of Operator of full payment for the same. Reservations and bookings of Groups (defined herein) and/or conventions must be made directly with Operator’s Groups Department. Operator reserves the right, in its sole discretion, to cancel any reservations made on this Site which should have been referred to Operator’s Groups Department and/or charge your credit card for any additional fees and costs related thereto. Operator reserves the right, in its sole discretion, to bar your use of the Site with or without notification.
24.7 Interactive Use of this Site
24.8 Operator may provide you with forums (“Interactive Forums”) that enable you and other third parties to post information and reviews of your Pet experiences or other associated content (“Content”). You agree that any use of the Interactive Forums shall (i) be at your own risk; (ii) not include publication on the Site, through any method or format, of Content that infringes upon the rights of any party, including any intellectual or proprietary rights; invades the privacy rights of any party; is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, abusive, inflammatory, fraudulent or otherwise objectionable as determined in Operator’s sole discretion; and/or contains viruses or other harmful files. OPERATOR, ITS AGENTS AND/OR EMPLOYEES WILL NOT BE, RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL LOSS, CLAIM, INJURY AND/OR DAMAGE ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THE USE OF OR EXPOSURE TO THE INTERACTIVE FORUMS, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF OPERATOR AND/OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBLIITY OF DAMAGES. You grant to Operator and its affiliates a nonexclusive, royalty-free, perpetual, transferable, irrevocable and fully sub licensable right to amend, remove, delete, supplement, publish, distribute, translate, reproduce, and publicly display the Content without notice to you or any third party. Operator has the right to treat the Content as non-confidential and Operator has no obligation to amend, remove, supplement, publish, distribute, translate, reproduce, and publicly display, or offer payment for the Content.
24.9 Use Subject to Privacy Policy
254.10 The Terms, including our Privacy Policy, constitutes the entire agreement between you and Operator.
24.11 LIABILITY AND WARRANTY DISCLAIMER
24.12 NOTE: THE LIABILITY AND WARRANTY DISCLAIMERS MADE HEREIN MAY NOT APPLY TO YOU IF THESE DISCLAIMERS ARE PROHIBITED BY REGULATIONS IN YOUR JURISDICTION. FOR EXAMPLE, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES. IF THESE RESTRICTIONS APPLY TO YOU, SOME OR ALL OF THE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS NOT PROVIDED FOR HEREIN.
24.13 OPERATOR AND OPERATOR’S SUPPLIERS MAKE NO WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THIS SITE AND/OR ANY CONTENT, DATA, SOFTWARE, MATERIALS, INFORMATION, PRODUCTS, SERVICES, AND/OR OPERATION OF THE SITE ALL OF WHICH ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU EXPRESSLY AGREE THAT THE USE OF THIS SITE IS AT YOUR SOLE RISK. OPERATOR EXPRESSLY DISCLAIMS ANY RESPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED THAT THE SITE WILL BE ERROR-FREE, SECURE, UNINTERRUPTED, OR VIRUS-FREE. THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES ON THIS SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS.
24.14 TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, OPERATOR DISCLIAMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. THE INCLUSION OR OFFERING OF ANY PRODUCT OR SERVICE ON THIS SITE DOES NOT CONSTITUTE AN ENDORSEMENT OR RECOMMENDATION OF SUCH PRODUCT OR SERVICE.
24.15 THE SUPPLIERS OF PRODUCTS AND SERVICES FOR OPERATOR ARE INDEPENDENT CONTRACTORS AND ARE NOT AGENTS OF OPERATOR. OPERATOR IS NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF ANY SUCH SUPPLIERS OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE OR LOSS, INCONVENIENCE, LOSS OF ENJOYMENT, MENTAL DISTRESS OR OTHER SIMILAR MATTER, DELAYED DEPARTURE, MISSED CONNECTION, SUBSTATION OF ACCOMMODATIONS, TERMINATIONS OF SERVICE, OR CHANGES IN FARES AND RATES, AND/OR CANCELLATION OR DOUBLE BOOKING OF RESERVATIONS OR TICKETS RESULTING THEREFROM. ALL Pet DOCUMENTS ARE ISSUED SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED BY OPERATOR’S SUPPLIERS. OPERATOR, ITS AGENTS AND/OR EMPLOYEES WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL LOSS, CLAIM, INJURY AND/OR DAMAGE ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THE USE OF THIS SITE, OR FOR ANY INFORMATION SOFTWARE, PRODUCTS, AND SERVICES OBTAINED THROUGH THIS SITE, OR FOR ANY USE OF OR EXPOSURE TO THE INTERACTIVE FORUMS ON THE SITE, OR ANY FAILURE OR DELAY, OR THE PERFORMANCE OR NONPERFORMANCE BY OPERATOR OR ITS SUPPLIERS, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF OPERATOR AND/OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBLIITY OF ANY LOSS, CLAIM, INJURY AND/OR DAMAGE.
24.16 OPERATOR’S LIABILITY FOR ANY CLAIM MADE BY YOU RELATING TO THE SERVICE AND/OR Pet INVENTORY IS LIMITED TO THE AMOUNT PAID BY YOU TO OPERATOR FOR THE Pet INVENTORY.
24.17 Operator is not responsible for any liability or reimbursement due to force majeure events such as strikes, riots, civil unrest, weather, acts of God, technology failures, and other events not within the total or partial control of Operator. Operator is not responsible for any liability or reimbursement due to the improper behavior of the Peters consuming the Pet Inventory.
24.18 GENERAL
24.19 Miscellaneous
24.20 The headings in these Terms are for convenience and reference. The headings do not limit or affect the Terms. Your acceptance of these Terms and use of our Site do not create a joint venture, partnership, employment or agency relationship with Operator. You may not assign, delegate or transfer your rights or obligations under these Terms. If Operator fails to act with respect to your breach or anyone else’s breach of the Terms on any occasion, Operator does not waive its right to act with respect to future or similar breaches.
24.21 TRADEMARKS AND OWNERSHIP
24.22 VirtualPethub.com, Liquid UPC Corp., Virtualbreedershub.com, Virtual Breeders Hub, Virtualvethub.com Virtual Vet Hub, Virtualtravelhub.com Virtual Travel hub, Liquidupc.com Liquid UPC and other related marks are all trademarks or registered trademarks of Operator.
24.23 Licenses and Ownership
24.25 All content included on this Site, including but not limited to, data, content, graphics, sound, artwork, the look and feel of the Site, including all page headers, custom graphics, button icons and scripts and computer code, is the property of Operator or the Suppliers of Operator and is protected by United States and international copyright laws. Operator, its subsidiaries, and other third parties own the marks displayed on this Site. Nothing contained on this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the marks without the express written permission of Operator or the party that owns the mark. Any software that is available on this Site is owned by Operator or its Suppliers. The software on this Site is subject to either the Terms and (i) any license agreement provided at the time of initial use by you or (ii) if no license agreement is provided to you at the time of initial use by you, a grant by Operator of a license for you to use the software for your personal, non-commercial, non-transferable purpose. No warranty or guarantee is made as to the software on this Site.
25.26 User Posts on the Site
25.27 You disclaim any proprietary, privacy, or ownership rights you may have to any review posts that you make on the Site