Published as at July 1, 2020
[T]hese Terms and Conditions of Use (“Terms and Conditions of Use” and “Terms”) apply to the web site located at ucadia.org (“Website”), and all associated sites linked to the Website, its subsidiaries and affiliates, including but not limited to any and all related sites around the world (collectively, the “Site”).
The Site is a proprietary application of functional software built from the unique customisation of established third-party proprietary software applications and frameworks, purchased or licensed; and unique content, design and images that collectively is the sole and absolute valuable intellectual property of Ucadia Foundation Trust (“We” and the “Foundation” and “Ucadia”) as the Authorised Licensor (“Licensor” and the “Authorised Licensor”).
[T]he Trust is a Statutory Trust registered in the State of Delaware, with its Trustees (“Trustees”) being the Guardians and Trustees Foundation, a Delaware Corporation (“The Foundation”), having its Registered Office (“Registered Office”) at 901 N Market St #705 Wilmington, DE 19801 in the United States of America.
The Authorised Licensor in bona fide (good faith) and without prejudice, is pleased to provide you with limited access to the Site including the various associated software applications, content, images, products and services (“Services”) of the Site, that may be branded in the name of the Foundation or another brand and trademark owned or licensed to the Foundation. These present Terms are posted via link on each web page of the Site (“Webpage”) governing your use and the conditions of our provision of the Services.
Whether these Terms are enforceable
For any agreement to be legally enforceable, it must demonstrate that the minimal elements exist, including: an intention to contract, a fair and reasonable offer, clear acceptance of the offer, some valuable consideration exchanged for the promise or intention of being bound to some obligation.
As to the first element (an intention to contract), We contend that all experienced Internet users are cognisant and competent in the knowledge that the use of any website is conditional and subject to its documented terms; and that the choice of an Internet user to proceed in the use of a website is a clear indication therefore of intention to contract to such terms.
As to the second element (a fair and reasonable offer), We contend that a clearly defined set of terms that in essence grants an Internet user limited and free access to a website, providing they respect any and all copyright material and do not seek to cause any harm or disruption, is evidence of such a fair and reasonable offer.
As to the third element (clear acceptance of the offer), We contend that the behaviour of an experienced Internet user accessing multiple web pages from a website such as the present Site is overwhelming evidence of clear acceptance of the offer by the Internet user .
As to the fourth element (some valuable consideration), We content that a website such as the present Site represents valuable consideration of considerable value and investment that may be quantified and qualified several ways, including (but not limited to) the capital investment in time and resources to built, program and maintain such a website.
As to the fourth element (intention of being bound to some obligation), We contend that the behaviour of an experienced Internet user accessing multiple web pages from a website such as the present Site is overwhelming evidence of the intention and expectation of such an Internet user to be bound to some obligation as specified under the terms of the website, given their use and multiple views.
ANY DISPUTE BETWEEN YOU AND US MUST BE RESOLVED BY INDIVIDUAL BINDING ARBITRATION. PLEASE READ THE ARBITRATION PROVISION IN THESE TERMS AS IT AFFECTS YOUR RIGHTS UNDER THIS CONTRACT.
NOTHING IN THESE TERMS IS INTENDED TO AFFECT YOUR RIGHTS UNDER THE LAW IN YOUR USUAL PLACE OF RESIDENCE. IF THERE IS A CONFLICT BETWEEN THOSE RIGHTS AND THESE TERMS, YOUR RIGHTS UNDER APPLICABLE LOCAL LAW WILL PREVAIL.
AUTHORISED USER LICENSING AGREEMENT
ON THIS DAY [The day of your present visit to the first Webpage of the Website]
BETWEEN UCADIA FOUNDATION TRUST, and its Assigns, Successors and registered Subsidiaries, being a Public Benefit Corporation (No. 6779670), registered in the State of Delaware, having its Registered Office (“Registered Office”) at 901 N Market St #705 Wilmington, DE 19801 in the United States of America; and being the duly Authorised Licensor, hereinafter the “Licensor”; and
AND YOU THE “USER”, uniquely identified by the information provided by your computer when visiting the Site, or by you acknowledging your name and email as having visited the Site, or by you producing links or copies of content of the Site in any correspondence and communication to the Licensor or associated bodies and officers, hereinafter the “Licensee”.
A. The Licensor, also known as Ucadia Foundation Trust, and its Assigns, Successors and registered Subsidiaries is the Authorised Agent (“Authorised Agent”) to assist the Authorised Licensor in the management and maintenance of the Site; and the granting, revocation and management of Authorised License Agreements to the Site; and the pursuit of instances of trespass or penalties for violations against the present Terms; and the handling of any queries and requests and the satisfactory resolution and settlement of any valid claims or disputes; and
B. You, the User and Licensee have agreed to this firm and binding Agreement (“Agreement”) provided by the Licensor, by using the Services after carefully reading these present Terms and Conditions of Use, or by waiving your right to read such Terms and Conditions of Use before using the Services ; and
C. The Licensor has agreed to grant you as the User, a personal, non-exclusive, non-transferable, limited User License (“User License”) as an Authorised User (“Authorised User”) to enter and use the Site, subject to the Terms and Conditions of the Agreement.
WITNESS, NOW THEREFORE: To all whom these presents come, for and in valuable consideration of the deferred payment one (1) Ucadia Union Moneta by the User to the Licensor, the Licensor does hereby grant and convey in Good Faith to the User a personal, non-exclusive, non-transferable, limited User License to enter and use the Site, to have and to hold, subject to the following Terms and Conditions:
I. Binding Agreement
[1.] The parties to the present Agreement to hereby warrant and testify to the best of their respective abilities as to the Capacity of each other to enter into the present Agreement in Good Faith, Clean Hands and without Prejudice and that: (a) both parties are persons, with their identity and locations able to distinctly identified; and that (b) both parties come to the present Agreement freely, by their own will and without threat or duress; and (c) both parties testify there is no valid cause or reason to prevent the immediate execution of the present Agreement the moment a User enters or uses the Site; and (d) both parties have read the entirety of the Agreement and have consented to its execution, or have waived such rights; and (e) first Day-Time of the Agreement shall be the Day-Time as calculated from the day of the present visit to the first Webpage of the Site by the User; and
[2.] Except as expressly provided within the present Agreement: (a) Nothing in the present Agreement may be intended to construe or imply any fiduciary relationship, agency, partnership or trust between the parties; and (b) no party has authority to bind any other party, except as otherwise expressed within the present Agreement; and (c) each User who executes the present Agreement does so solely in his/her own legal capacity and not as an agent, trustee, or partner of any other person; and (d) only those persons who duly execute the present Agreement possess any Rights or Benefits under it; and
[3.] Both parties (the Licensee and Licensor) agree the present Agreement shall be binding and that they each agree to the present Terms and Conditions for the Use and provision of Services. Furthermore, the Licensee cedes, that if such binding Agreement did not exist, then no permission would exist to use the Services and any view or use of the Site would therefore be unauthorised and constitute a wilful and deliberate act of trespass by the User; and
[4.] Except those clauses and obligations or penalties that remain in effect, both parties agree that the present Agreement hereby revokes, supersedes and replaces entirely any and all oral, written or otherwise implied collective bargaining agreements, supplements, memoranda of understanding, memoranda of agreement and past practices, norms or customs between the named parties, or their assigns, or successors, or agents prior to the first Day-Time of the Agreement in relation to the Services and use of the Site; and
[5.] As the present Agreement hereby revokes, supersedes and replaces entirely any and all previous agreements in all forms and all manners between the Parties in relation to the Services and the use of the Site, prior to the first Day-Time of the Agreement except those clauses and obligations or penalties that remain in effect, any previous fiduciary and trust relations established by any general or special powers, whether durable, or non-durable, or enduring, or lasting, or irrevocable or any other special provision are hereby satisfied upon the fulfilment and therefore termination of their original grant, donation and purpose; and
[6.] Excluding any term or condition within the present Agreement as reasonably constituting a continuing Obligation, the present Agreement commences on the first Day-Time of the Agreement mentioned and remains in full force and effect according to these Terms and Conditions until the earlier of: (a) thirty (30) days; or (b) a minor breach or default by any party fails to be remedied or resolved by negotiation or Arbitration; or (c) a material breach or default by any party fails to be remedied by the required conditions of the present Agreement; and
[7.] In accord with International Law, Treaties and Conventions including, but not limited to the present Agreement is an Arbitration Agreement subject first to (a) the Canons and Articles of Pactum De Singularis Caelum and associated Constitutions; and secondly (b) the ByLaws of the Authorised Licensor; and then (c) any Statutes, Treaties, Ordinances or Regulations as referenced from time to time within the present Agreement or nominated jurisdiction for the arbitration and resolution of any disputes; and
[8.] In the present Agreement, all Interpretation, unless the context requires otherwise: (a) Capitalised Words, other than words capitalised by convention at the beginning of a sentence or phrase, defined within the present Agreement shall have the same meaning as defined within the Agreement, or if not defined within the present Agreement, then as defined within the ByLaws of the Authorised Licensor, or if not defined within the ByLaws of the Authorised Licensor, then within the Canons of Pactum de Singularis Caelum; and (b) words importing the singular include the plural and vice versa; and (c) words which are gender neutral or gender specific include each gender; and (d) other parts of speech and grammatical forms of a word or phrase defined within the present Agreement have a corresponding meaning; and (e) headings are for convenience only and do not affect the interpretation of the present Agreement; and (f) the use of any style of font, font size, bolding, italics, underline or any other style are for cosmetic purposes only and do not affect the interpretation of the present Agreement; and (g) any expression importing a person includes a company, partnership, joint venture, association, corporation, agency or other body corporate; and (h) any reference to a clause, party, schedule or attachment is a reference to a clause of the present Agreement and a party, schedule or attachment to the present Agreement; and (i) a reference to a law includes a constitutional provision, treaty, decree, convention, statute, regulation, ordinance, bylaw, judgement, rule or order and is a reference to that law as amended, consolidated or replaced at the time; and (j) a reference to a document includes all amendments, or supplements to that document, or replacements or novations of it; and (k) a reference to a party to a document includes any successors or permitted assigns to that party; and (l) an Agreement on the part of two or more persons binds them severally; and
[9.] Supplemental terms and conditions may apply to some Services, such as rules for a particular service or other activity, or terms that may accompany certain content or software accessible through the Services. Both parties agree that such Supplemental terms and conditions will be disclosed to the User in connection with such service or activity and are to be considered separate to the Terms and Conditions of the present Agreement; and
[10.] The User and Licensee unconditionally acknowledges the right of the Licensor to amend one or more of the Terms and Conditions of the present Agreement, providing (a) the Published date at the top of the present Agreement will reflect the most recent Day-Time when any term or clause has been altered in any material way; and (b) Any such amendment will be effective within twenty four (24) hours of publishing the updated Agreement; and
[11.] The Licensor may immediately terminate the present Agreement and User License with respect to you (including your access to the Services) if you fail to comply with any provision of these terms. Furthermore, should such a breach or default be materially significant, then the Licensor reserves the right to impose the listed penalty or penalties associated with such a material breach as listed within the present Agreement against the User, including but not limited to any and all action and procedures for the recovery of such debts, obligations, penalties and costs; and
[12.] The Services are for the personal, noncommercial use of the User as Licensee and are intended for informational and educational purposes only. They do not constitute legal, financial, professional, medical or healthcare advice or diagnosis and cannot be used for such purposes; and
[13.] The Services are owned by, and the copyrighted property of the Foundation and associated Authorised Licensors including, but not limited to any all trademarks, service marks, trade names, trade dress, photographs, lithographs, line art, registered artworks, literary and cinematographic works. Under no circumstances may any part of the present Agreement be used to imply, conclude or assert any transfer or ownership or rights of ownership to one or more Services. The User and Licensee unconditionally acknowledges that no transfer of any title to any portion of the Services has taken place. Furthermore, the User as Licensee hereby agrees that no element of the Services may be used or exploited in any way other than as is defined under the present Agreement; and
[14.] All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code (collectively, “Content”), including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained on the Site is owned, controlled or licensed by or to the Foundation and its associated Authorised Licensors and Agents, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws; and
[16.] You may use information on Ucadia products and services (such as data sheets, knowledge base articles, and similar materials) purposely made available by the Foundation for downloading from the Site, provided that you (1) not remove any proprietary notice language in all copies of such documents, (2) use such information only for your personal, non-commercial informational purpose and do not copy or post such information on any networked computer or broadcast it in any media, (3) make no modifications to any such information, and (4) not make any additional representations or warranties relating to such documents; and
IV. Use of the Site
[17.] You the User as Licensee hereby agree without reservation not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Site or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Site or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Site. Ucadia reserves the right to bar any such activity. (Penalty: 2 Silver Credo for each instance); and
[18.] You the User as Licensee hereby agree without condition that you shall not attempt to gain unauthorised access to any portion or feature of the Site, or any other systems or networks connected to the Site or to any Ucadia server, or to any of the services offered on or through the Site, by hacking, password “mining” or any other illegitimate means. (Penalty: 2 Silver Credo for each instance); and
[19.] You the User as Licensee hereby agree without reservation that you shall refrain from posting any electronic content, images and media information that is considered offensive and contrary to the principles of Ucadia, including not limited to: (a) information that is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; or (b) information that harasses or advocates harassment of another person; or (c) information that exploits people in a sexual or violent manner; or (d) information that contains nudity, violence, or offensive subject matter; or (e) information that solicits personal information from anyone under 18; or (f) information that the User know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libellous; or (g) information that promotes an illegal or unauthorised copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files; or (h) information that involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming"; or (i) information that contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page); or (j) information that furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses; or (k) information that solicits passwords or personal identifying information for commercial or unlawful purposes from other Users; or (l) information that involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes; of (m) information includes a photograph of another person that you have posted without that person's consent. (Penalty: 1 Silver Credo for each instance); and
[20.] You the User as Licensee hereby agree without reservation that you shall refrain from posting any electronic content, images and media information that is considered illegal or prohibited, including but not limited to information associated with a criminal activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets. (Penalty: 3 Silver Credo for each instance); and
[21.] You the User as Licensee hereby agree without condition that you shall not probe, scan or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Site, or any other customer of Ucadia, including any Ucadia account not owned by you, to its source, or exploit the Site or any service or information made available or offered by or through the Site, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Site. (Penalty: 3 Silver Credo for each instance); and
[22.] You the User as Licensee hereby agree that you shall not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or Ucadia’s systems or networks, or any systems or networks connected to the Site or to Ucadia. (Penalty: 2 Silver Credo for each instance); and
[23.] You the User as Licensee hereby agree without reservation not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any transaction being conducted on the Site, or with any other person’s use of the Site. (Penalty: 3 Silver Credo for each instance); and
[24.] You the User as Licensee hereby agree without reservation that you shall not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to Ucadia on or through the Site or any service offered on or through the Site. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity. (Penalty: 3 Silver Credo for each instance); and
[25.] You the User as Licensee hereby agree that you shall not make copies of any Content, or manipulate the size of any images, or arrangement of words, sentences or articles of any Content from the Site for the purpose of: (a) making one or more unsubstantiated demands, threats or claims payment, or compensation; or (b) making deliberately misleading and false statements for the purpose of defaming, injuring the good name and reputation of Ucadia or any of its duly authorised officers. (Penalty: 3 Silver Credo for each instance); and
V. Trademark & Copyright Policy
[27.] The Foundation seeks to honour and protect the intellectual property rights of authors, owners, licensors and licensees of copyrighted material, trademarks, or other proprietary information and therefore agrees to abide by established International Laws, Treaties and conventions concerning the copyright. As a body formed under sacred trust to pursue the objects of the Ucadia Model in research, study, education and assisting people overcome cognitive and spiritual disabilities, the Foundation evokes those rights, privileges, exemptions and exceptions in relation to copyright obligations and any claims of Copyright infringement. However, wherever certain intellectual property material is clearly and unmistakably identified as protected and subject to copyright conditions, the Foundation and associated Authorised Licensors and Agents shall seek the permission of such copyright owners, licensors and agents for the use of such intellectual property, including but not limited any certificates, licensing, licensing fees or other conditions; and
[28.] To protect against unsubstantiated claims, threats and intimidation through misuse and misrepresentation of copyright laws and treaties, most countries now have provisions within their statutes to ensure claimed copyrighted works are duly registered and certified. Therefore, the Licensee agrees without reservation that the Licensor shall only accept claims as valid in respect to any alleged copyright infringement if the following information is provided as part of the initial claim: (a) The act or statute defining Copyright that is to be used as the basis of the claim; and (b) Evidence of receipt or registration of claimed copyright material delivered to the appropriate library or repository in accord with the act or statute; and (c) clear indication of the title of the work, the author and if part of a catalogue, the catalogue number and the name of the catalogue; and (d) if claimed copyright infringement is being made by an agent with a name different to the names associated with the evidence receipt or registration of claimed copyright material delivered to the appropriate library or repository, then a copy of the letter or document showing transfer of sale or appointment of authority; and (e) a signed and witnessed statutory declaration affirming the claim to be genuine without perjury; and
[30.] You the User hereby acknowledges that any message or information you send to the Site may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted; and
VII. Links to Other Sites and to the Ucadia Site
[31.] The Site may contain links to other independent third-party Web sites (“Linked Sites”). These Linked Sites are provided solely as a convenience to our visitors. Such Linked Sites are not under the control of the Foundation or its Authorised Licensors and Agents. Therefore, the User agrees that Ucadia cannot be held responsible for and does not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites; and
VIII. Accounts, Passwords and Security
[32.] Certain features or services offered on or through the Site may require you to open an account (including setting up an Ucadia ID and password). The User as Licensee hereby acknowledges entire responsibility for maintaining the confidentiality of the information held for any such account, including (but not limited to) any password, and for any and all activity that occurs under such an account as a result of failing to keep this information secure and confidential; and
[33.] The User as Licensee agrees to notify the Licensor immediately of any unauthorised use of their account or password, or any other breach of security. Furthermore, the User as Licensee hereby acknowledges they may be held liable for losses incurred by the Foundation or Authorised Licensors or Agents or any other user of or visitor to the Site due to the misuse of any Ucadia ID, password or account as a result of negligence in failing to keep such account information secure and confidential; and
[34.] The User as Licensee hereby acknowledges that they may not use anyone else’s Ucadia ID, password or account at any time without the express permission and consent of the holder of that Ucadia ID, password or account. The User as Licensee agrees without reservation that the Foundation and its Authorised Licensors and Agents cannot and will not be liable for any loss or damage arising from negligence of the User in failing to comply with these obligations; and
IX. Purchases and Related Terms and Conditions
[36.] The obligations of the Foundation and its associated Authorised Licensors and Agents, if any, with regard to its products and services are governed solely by the agreements pursuant to which they are provided, and nothing on this Site should be construed to alter such agreements; and
[37.] The User cedes without reservation the right of the Foundation and its duly Authorised Licensors and Agents to make changes to any products or services offered on the Site, or to the applicable prices for any such products or services, at any time, without notice. The materials on the Site with respect to products and services may be out of date, and Foundation and its associated Authorised Licensors and Agents makes no commitment to update the materials on the Site with respect to such products and services.
[38.] [T]HE UCADIA TRUST AND ITS DULY AUTHORISED LICENSORS AND AGENTS DO NOT PROMISE THAT THE SITE OR ANY CONTENT, SERVICE OR FEATURE OF THE SITE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SITE WILL PROVIDE SPECIFIC RESULTS. THE SITE AND ITS CONTENT ARE DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. ALL INFORMATION PROVIDED ON THE SITE IS SUBJECT TO CHANGE WITHOUT NOTICE. UCADIA CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. [T]HE UCADIA TRUST AND ITS DULY AUTHORISED LICENSORS AND AGENTS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. UCADIA DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE AND/OR ANY SERVICES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE AND ANY LINKED SITES. YOUR SOLE REMEDY AGAINST UCADIA FOR DISSATISFACTION WITH THE SITE OR ANY CONTENT IS TO STOP USING THE SITE OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES; AND
[39.] Both parties agree without reservation that the above disclaimer shall apply to any and all damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorised access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action; and
[40.] The User cedes without reservation the right of the Foundation and its duly Authorised Licensors and Agents reserves the right to do any of the following, at any time, without notice: (a) to modify, suspend or terminate operation of or access to the Site, or any portion of the Site, for any reason; or (b) to modify or change the Site, or any portion of the Site, and any applicable policies or terms; and (c) to interrupt the operation of the Site, or any portion of the Site, as necessary to perform routine or non-routine maintenance, error correction, or other changes.
XI. Limitation of Liability
[41.] Except where prohibited by law, the User agrees that in no event will the Foundation and its duly Authorised Licensors and Agents be held liable for any indirect, consequential, exemplary, incidental or punitive damages, including lost profits, even if the Foundation or its duly Authorised Licensors or Agents have been advised of the possibility of such damages; and
[43.] The User as Licensee agrees unconditionally to indemnify and hold the Foundation and its duly Authorised Licensors and Agents, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against the Foundation or its duly Authorised Licensors or Agents by any third party due to or arising out of or in connection with the use of the Site by the User; and
[44.] The Foundation and its duly Authorised Licensors and Agents honour and respect the Golden Rule of law that Justice and Fair Process must prevail. Therefore, any claim of violation of these Terms and Conditions must be clearly proven in evidence before any penalty be raised as a charge against another. Both parties agree to refrain from charges or claims of penalty or compensation until first establishing the existence of clear proof in respect of such claims or allegations; and
[45.] If clear evidence of a material breach of these Terms and Conditions of Use is discovered against the User, then the Foundation or its duly Authorised Licensors or Agents may disclose any information they have about the User (including their identity and practices) if it is determined that such disclosure is necessary in connection with any investigation or complaint regarding the material breach of these Terms and Conditions of Use, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) Ucadia’s rights or property, or the rights or property of visitors to or users of the Site, including Ucadia’s members or supporters. The Foundation and its duly Authorised Licensors and Agents reserves the right at all times to disclose any information that Ucadia deems necessary to comply with any applicable law, regulation, legal process or governmental request. Furthermore, Ucadia also may disclose your information when Ucadia determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organisations for fraud protection purposes or the exposure of unconscionable business practices by other parties; and
[49.] The User as Licensee agrees without reservation that Ucadia may, in its sole discretion and without prior notice, terminate User access to the Site, for cause, which includes (but is not limited to) (a) requests by law enforcement or other government agencies, (b) a request by the User (self-initiated account deletions), (c) discontinuance or material modification of the Site or any service offered on or through the Site, or (d) unexpected technical issues or problems; and
XIV. Governing Law, Arbitration and General
[51.] Notwithstanding the rights of persons to seek relief and remedy through competent legal forums through legal proceedings and litigation, all parties to the present Agreement agree to first seek Arbitration in accord with this Agreement; and
[52.] Without prejudice to the subject matter of any Arbitration, all parties agree without reservation that any such hearing and determination concerning an Arbitration shall be limited to the scope of the alleged cause of action and shall not exceed the scope of such cause; and
[53.] Both parties to the present Agreement agree without qualification or reservation that all procedural matters of Arbitration shall first be governed by the laws of Ucadia and then laws of the State of Delaware without regard to its conflicts of laws provisions. Furthermore, in relation to such matters of Arbitration, both parties agree firstly to the personal jurisdiction of Ucadia, and the secondly in venue in the state and federal courts in the State of Delaware and waive any objection to such jurisdiction or venue; and
[54.] Both parties to the present Agreement agree that any penalties, claims, costs or compensations may be expressed in the currency of the United States of America at the conversion rate of one Union Moneta equal to one United States Dollar public money, and one Silver Credo being equal to one thousand (1,000) United States Dollars public money; and
[55.] No waiver of a right or remedy under the present Agreement is effective unless it is in writing and signed by the party granting it. It is only effective in the specific instance and for the specific purpose for which it is granted. A single or partial exercise of a right or remedy under the present Agreement does not prevent a further exercise of that or of any other right or remedy. Failure to exercise or delay in exercising a right or remedy under the present Agreement does not operate as a waiver or prevent further exercise of that or of any other right or remedy; and
[56.] This Agreement, constitutes the entire understanding between the Licensor and User as Licensee concerning the subject matter hereof, supersedes all prior written or oral agreements pertaining hereto and cannot be modified except by the clauses within the Terms defined herein; and
[57.] This Agreement shall be liberally construed to affect the purposes of the Foundation and its duly Authorised Licensors and Agents. In the event that any provision of the present Agreement is held to be invalid or unenforceable at law, such provision shall hereby be severed from the present Agreement to the extent that such provision is void, or invalid and unenforceable. Furthermore, any such ruling or action shall not affect the validity or enforceability of the remainder of the present Agreement.