PLEASE READ THESE TERMS CAREFULLY. THESE TERMS CONTAIN VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. THESE TERMS REQUIRE THAT ALL DISPUTES BE TAKEN TO ARBITRATION, RATHER THAN BROUGHT TO JURY TRIAL OR AS A CLASS ACTION.

 

  1. Introduction

These Terms of Service (“Terms”) are a legal agreement between you and Upright Citizens Brigade, LLC (“UCB,” “we,” “our”, or “us”). These Terms govern your use of our website, https://ucbcomedy.com (the “Site”), including your use of our Site to purchase courses or tickets to shows (collectively, the “Service”). By using our Services, you acknowledge and agree to these Terms, and a consent to the collection and use of your information in accordance with our Privacy Policy. References in these Terms to “you”, “your,” “user,” or “Customer” mean, as the context requires, individuals visiting out Site, using our Service, or purchasers or prospective purchasers of one or more services, courses, tickets, or products from UCB.

  1. Eligibility

By using our Services, you represent and warrant that you are at least 18 years old. If you are using our Site to register someone under the age of 18 you (1) warrant that they are over the age of 13, and (2) agree to our use of their personal information in conjunction with our Privacy Policy.

  1. Additional Terms

Prior to accessing and using certain areas of the Site or Services (such as when you purchase a product in accordance with our Terms and Conditions of Sale), you may be presented and required to agree to additional terms in lieu of or in addition to these Terms (“Additional Terms”). Additional Terms may be presented online or offline, in either electronic or hardcopy form. In the event of a conflict between these Terms and any Additional Terms, the Additional Terms will govern.

  1. COVID-19 Warning:

An inherent risk of exposure to COVID-19 exists in any place where people gather. COVID-19 is an extremely contagious disease that can lead to severe illness and death. You assume all risks, hazards, and dangers arising from or relating in any way to the risk of contracting a communicable disease or illness – including, without limitation, exposure to COVID-19 or any other bacteria, virus, or other pathogen capable of causing a communicable disease or illness, whether that exposure occurs before, during, or after an in-person class or show, and regardless of how caused or contracted – and you hereby waive any and all claims and potential claims against UCB and its affiliates relating to such risks, hazards, and dangers.

  1. Account Registration

To access certain features of our Site or Service, you may be required to register for a UCB account (“Account”). Any information you provide us when registering for an Account is governed by our Privacy Policy.

If you register an Account, your ability to use the Site or Services as intended requires you to provide UCB with current, complete, and accurate information. If we reasonably believe you have provided any untrue, inaccurate, misleading, outdated, or incomplete information, we have the right to suspend or terminate your account and deny you access to any or all features of our Site. UCB also retains the right to deactivate or delete Accounts at any time for any reason in its sole discretion.

By registering for an Account, you agree to accept responsibility for all activities that occur under that Account, including keeping your password secret and secure. You must notify UCB immediately if you suspect any unauthorized use of your Account or any other breach of security.

  1. Promotions and Offers

We may offer certain promotions and offers on our Site, which are subject to change, with or without notice. These promotions and offers are provided subject to availability. Other restrictions, taxes, fees, including administrative fees, and Additional Terms may apply.

  1. UCB-Offered Courses

The following terms and conditions apply to your purchase of courses, both online and in-person, available through our Site and Services:

  • Unless otherwise prohibited by law, all our courses are non-refundable. Depending on availability, you may be able to transfer to another course of the same price provided you contact us at least 7 days before the start of your course or the other course, whichever starts sooner.
  • You must be at least 18 years old to sign up for our course. In the future we may provide courses for people aged 13-17, but we will require a parent or guardian to create an account and sign up for the course on behalf of the person under 18. Additional terms may apply.
  • Unless otherwise indicated, all courses shown are scheduled based on pacific time.
  • UCB and the course administrator reserves the right, in their sole discretion, to remove any participant at any time for any reason including, but not limited to, harassing, threatening, or discriminatory behavior.
  • No more than two absences are permitted for each course in which you are enrolled. Unless otherwise excused in our or the course administrator’s sole discretion, course participants that miss more than two classes will automatically be removed from the course without refund or credit and shall not be entitled to advance to the next course level without first retaking the full course.
  • Courses are intended for the benefit of the purchaser or their designee only. Course participants are not permitted to share their participation credentials or otherwise permit multiple individuals or guests to view or take the course simultaneously unless all participants have purchased the course.
  • UCB or our partners may offer gift or promotional codes to potential course participants. These codes, as well as any promotional value linked to them, may expire if not used within the period specified. These codes may not be refunded for cash, unless otherwise required by applicable law.
  • UCB reserves the right to (1) accept or deny any individual’s application to attend a course in its or the course administrator’s sole discretion; (2) with reasonable notice, postpone or cancel a course if it does not reach a minimum number of students; and (3) replace any course administrator or leader at any time, without notice, with another administrator or leader of equal qualification.
  1. Ticket Purchases

The following terms and conditions apply to your purchase of tickets to shows available through our Site and Services:

  • Unless otherwise prohibited by law, all ticket purchases are non-refundable. Depending on availability, you may be able to transfer your ticket purchase value to another show of the same price provided you contact us at least 7 days before the start of the show for which you purchased your ticket or the other show, whichever starts sooner.
  • You must be at least 18 years old to purchase tickets to shows. Parents or guardians may purchase tickets to our shows for those under 18 provided such show is suitable for the age of the minor attendee.
  • UCB reserves the right to (1) refuse any individual’s entry to any show for any reason in its sole discretion; (2) eject any attendee from a show for unruly, vulgar, disorderly, or abusive behavior in our sole discretion; and (2) with reasonable notice, postpone or cancel a show.
  • UCB, the performers, or our partners may offer gift or promotional codes to potential show attendees. These codes, as well as any promotional value linked to them, may expire if not used within the period specified. These codes may not be refunded for cash, unless otherwise required by applicable law.
  • We are not responsible for any typographical or system errors that may occur when purchasing tickets to shows available through the Site or Service. If an error is found while processing your order, we will notify you of the error and, in our sole discretion, offer you a substitution or a refund.
  • We are not responsible for third-party ticket re-sales. If you choose to purchase a ticket to our shows from a third party, you do so at your own risk and we may refuse any refund request from someone who is not the original purchaser.
  • All show attendees are subject to search of their person and belongings on entry to the shows. You consent to such searches and waive any related claims that may arise.
  • Attendees may not record, copy, publicly transmit, or distribute our shows or any part thereof without our or the performer’s prior express permission.
  • We may choose to record some or all of our shows and, by attending, you agree you have no expectation of privacy with regard to your actions or conduct at the event. You expressly grant UCB, the performers, our partners, and licensees permission to use your name, image, likeness, appearance, and statements in any live or recorded audio, video, or photographic display or other transmission, publication, or reproduction made of, or at, the event for any purpose, in any manner, medium, or context now known or hereafter developed, without compensation to you.
  • We may sell tickets to shows organized by third-party event organizers. These third-party organized shows are subject to the purchase terms and conditions of the third-party event organizer. We are not responsible for prices, seating, refunds, complaints, or any other issues relating to these third-party shows. We encourage you to read the terms and conditions of the third-party event organizer and reach out to them if you have any questions or requests.
  1. Proprietary Rights & License

All UCB logos, trademarks or registered trademarks, service marks, product, or company names in the US and/or other countries, are the property of UCB. Other logos, trademarks, services marks, product, or company names mentioned herein are the property of their respective owners.

All images, illustrations, designs, photographs, video clips, text, icons, research, insights, portfolios, reports, written information, and other materials that appear on this Site, our Service, and all other applications developed for products or services offered by UCB (collectively, the “Content”) are subject to copyright, trademark, service mark, trade dress and other intellectual property rights or licenses held by UCB. Your use of the Content displayed on this Site, other than as provided in the Terms or any Additional Terms, is strictly prohibited. No right, title or interest in any downloaded materials is transferred to you because of any such downloading. Except as permitted in the Terms or Additional Terms, you may not copy, download, reproduce, modify, publish, distribute, transmit, transfer, create derivative works from, or otherwise exploit the Content. UCB and its affiliates and licensors reserve complete title and full intellectual property rights in any Content you download from this Site and reserve all intellectual property rights that are not expressly reserved herein. Any defined terms, whether capitalized or otherwise, carry the meaning assigned to them in the Terms.

  1. Site and Content Use

Accessing the Site or Service does not authorize you to use any name, logo, trademark or service mark in any manner. We only grant you permission to display, download, and print in hard copy format other Content for the purposes of using the Site for personal reasons. You do not have permission to copy, reproduce, distribute, republish, download, display, post electronically or mechanically, transmit, record, mirror, or photocopy any of the Content without the prior written permission of UCB or the applicable owner. Specifically, you may not:

  • Modify copies of any Content.
  • Use any illustrations, photographs, video, or audio sequences, or any graphics separately from the accompanying text.
  • Delete or alter any copyright, trademark, or other proprietary rights notices from copies of Content.
  • Access or use any part of the Content or any Services or materials available through the Site for purposes other than those granted by these Terms or under Additional Terms.

UCB may grant third parties the right to link another website to the Site or Service through a URL linking mechanism supplied by UCB. Any request for such right must be made to UCB in writing. Any alteration, change, modification, adjustment, or revision to the linking mechanism must be approved by UCB in writing prior to implementation. The permissions described above will terminate automatically if you breach any of these Terms or Additional Terms. Any other use of the Content on this Site including reproduction for purposes other than as granted to you, and including any reproduction, modification, distribution, or republication may violate copyright or trademark laws, and, without the prior written permission of UCB, is strictly prohibited.

The Site and Services may be protected by technical and organizational security mechanisms. If you violate or attempt to disable or subvert any of the security protections employed by UCB, through the Site or Services you may face civil or criminal liability. We will investigate all suspected violations and may involve or cooperate with law enforcement authorities in prosecuting users who are involved in such violations. We reserve the right to disable your Account, password, or other identifier at any time and in our sole discretion if, in our opinion, you have violated any provision of these Terms, or Additional Terms.

  1. User-Generated Content

UCB may now or in the future offer users of our Site or Services the opportunity to create, build, post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available on or submit through the Service reviews, messages, text, illustrations, files, images, graphics, photos, comments, feedback, surveys, responses, sounds, music, videos, information, content, data, questions, suggestions, personally identifiable information, or other information or materials and the ideas contained therein (collectively, “User-Generated Content”). UCB does not control and is not responsible or liable for any User-Generated Content. You acknowledge, represent, and agree that all User-Generated Content submitted through your Account is submitted voluntarily, is not confidential or proprietary, and that UCB will not treat it as such.

For avoidance of doubt, User-Generated Content does not include material, images, video, show content, or other information provided or performed by performers during shows (“Performer’s Content”). Performer’s Content is and remains the sole property of the performers, their agents, partners, or licensors, and UCB does not and will not attempt to claim an ownership interest in and to Performer’s Content by and through these Terms (although UCB may have rights to use and display Performer’s Content through separate agreements with performers).

When submitting User-Generated Content, you grant to UCB a worldwide, royalty-free, transferrable, sublicensable, non-exclusive, perpetual, irrevocable license to the User-Generated Content to make, use, copy, modify, adapt, create derivative works of, publicly perform or display, import, broadcast, transmit, distribute, license, publish, translate, offer to sell, and sell, rent, lease or lend copies of the Use-Generated Content (and derivative works thereof), and to publish your name and other information about you in connection with the User-Generated Content. UCB is under no obligation to post User-Generated Content on the Site and may, in its discretion, edit, modify, block, refuse to post, or remove any User-Generated Content at any time. You represent and warrant that you have the rights necessary to grant the rights in this Section and that the User-Generated Content does not: (i) infringe the rights of UCB or any third party; (ii) violate any agreement with UCB or any third party; (iii) violate any applicable law or regulation; (iv) contain anything that is fraudulent, untrue, harassing, libelous, defamatory, abusive, tortious, threatening, obscene, hateful, harmful or otherwise objectionable as determined in UCB’s sole discretion; and (v) cause any damage to UCB’s business, reputation, employees, members, users, or facilities.

If UCB suspects violations of the foregoing, UCB may institute legal action and cooperate with law enforcement authorities in bringing legal proceedings against violators.

  1. Copyright Complaints

UCB will respond appropriately to notices of alleged copyright infringement that comply with the U.S. Digital Millennium Copyright Act (“DMCA”), as set forth below. If you own a copyright in a work (or represent such a copyright owner) and believe that your (or such owner’s) copyright in that work has been infringed by an improper posting or distribution of it via the Service, then you may send us a written notice that includes all of the following:

  • A subject line that says: “DMCA Copyright Infringement Notice;”
  • A description of the copyrighted work that you claim has been infringed or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
  • A description of where the material that you claim is infringing or is the subject of infringing activity is located that is reasonably sufficient to permit us to locate the material (please include the URL or page of the Service on which the material appears);
  • Your full name, address, telephone number, and email address;
  • A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
  • A statement by you, made under penalty of perjury, that all the information in your notice is accurate, and that you are the copyright owner (or, if you are not the copyright owner, then your statement must indicate that you are authorized to act on the behalf of the owner of an exclusive right that is allegedly infringed); and
  • Your electronic or physical signature.

UCB will only respond to DMCA Notices that it receives by mail or email at the addresses below:

Upright Citizens Brigade, LLC

Attn: Legal

407 N. Maple, Suite 100

Beverly Hills, 90210

Email: [email protected]

It is often difficult to determine if your copyright has been infringed. UCB may elect to not respond to DMCA Notices that do not substantially comply with all of the foregoing requirements, and UCB may elect to remove allegedly infringing material that comes to its attention via notices that do not substantially comply with the DMCA.

Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

  1. Your Rights and Responsibilities

Our Site and Service are not intended for, and should not be used by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to local laws or regulations. You may not use the Service in any manner that:

  • Harasses, abuses, stalks, threatens, defames, or otherwise infringes or violates the rights of any other party (including, but not limited to, rights of publicity or other proprietary rights);
  • Is unlawful, fraudulent, or deceptive;
  • Uses technology or other means to access content or systems of UCB in a manner that is not authorized by UCB;
  • Uses or launches any automated system, including, without limitation, “robots,” “spiders,” or “offline readers,” to access content or systems of UCB;
  • Attempts to introduce viruses or any other computer code, files, or programs that interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment;
  • Attempts to gain unauthorized access to UCB computer network or user accounts;
  • Encourages conduct that would constitute a criminal offense or that gives rise to civil liability;
  • Violates these Terms or any other UCB policies;
  • Attempts to damage, disable, overburden, or impair UCB’s servers or networks;
  • Seeks to attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, bullying, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to UCB;
  • Reverse engineers, decompiles, disassembles, reverse assembles, or modifies any Service source or object code or any software, services, or processes accessible through any portion of the Service;
  • Interferes with a user’s access to the Service or the proper operation of the Service, or otherwise causes harm to the Service, UCB, or other users of the Service;
  • Interferes with or circumvents any security feature of the Service, or any feature that restricts or enforces limitations on use of or access to the Service, the Content, or the User-Generated Content;
  • Harvests or otherwise collects or stores any information (including personally identifiable information about other users of the Service, including email addresses, without the express consent of UCB and such users);
  • Fails to comply with these Terms, any Additional Terms; or
  • Is otherwise objectionable as determined in UCB’s sole discretion.

If you fail to uphold your responsibilities or breach any of these Terms, we may block or prevent you from using the Site and/or accessing our Services. You are responsible for any damages caused and may be required to indemnify us as set out in the Indemnification section below.

  1. Support and Availability

We aim to provide the Site and Services in accordance with these Terms, but we have no obligation to provide support in relation to the Site, Services, Content, or your Account except as otherwise agreed in writing. UCB does not guarantee availability of the Site, Services, Content, or your Account, and your access is permitted only if and when they are available. The Site and Services may be unavailable for upgrades, maintenance, or other reasons. To the maximum extent authorized under applicable law, UCB reserves the right to discontinue your access to the Site, Services, Content, or your Account at any time without notice to you.

  1. Third-Party Websites and Links

The Site or Services may include links or content provided by third parties, including course administrators and trainers. Unless otherwise specified, UCB does not maintain or own this content and we do not imply approval, sponsorship, or endorsement of these individuals or other sites. If you decide to leave our Site or Services to access third-party websites or services, including services on which courses offered for sale through our Site or Services are hosted or provided, you do so at your own risk. You agree that UCB does not assume responsibility for any products, content, services, websites, advertisements, offers, or information that is provided by third parties and made available through the Site or Services.

  1. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND SERVICES ARE PROVIDED “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE” AND THE ENTIRE RISK OF USE AND PERFORMANCE REMAINS WITH YOU. UCB AND ITS LICENSORS DO NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, AND HEREBY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT.

  1. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND TO THE EXTENT THEY ARE NOT EXCLUDED OR DISCLAIMED, UCB AND ITS LICENSORS’ MAXIMUM, AGGREGATE LIABILITY TO YOU, AND YOUR EXCLUSIVE REMEDY UNDER THESE TERMS FOR ANY AND ALL DAMAGES, INJURIES, AND LOSSES ARISING FROM ANY AND ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF, BASED ON, RESULTING FROM, OR IN ANY WAY RELATED TO THESE TERMS, THE SITE, CONTENT, OR ANY USER-GENERATED CONTENT, WILL BE TO RECOVER THE ACTUAL DAMAGES YOU INCUR BASED UPON REASONABLE RELIANCE ON THE SITE UP TO U.S. $100.00. THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THESE TERMS, THE SITE, CONTENT, OR USER-GENERATED CONTENT WILL NOT ENLARGE OR EXTEND THE LIMITATION OF MONEY DAMAGES WHICH WILL BE YOUR SOLE AND EXCLUSIVE REMEDY.

  1. Disclaimer of Certain Damages

TO THE GREATEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES, WHETHER FOR BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE OR OTHER TORT, OR ON ANY STRICT LIABILITY THEORY OR OTHERWISE, WILL UCB BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, MULTIPLE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR PROPERTY DAMAGE OR ECONOMIC LOSSES. Some States do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

  1. Dispute Resolution and Binding Arbitration

TO THE EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR DISPUTES THAT QUALIFY FOR AND ARE BROUGHT AS AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT AS DESCRIBED IN THE LAST SENTENCE OF THIS PARAGRAPH, UCB AND CUSTOMER EACH WAIVE THEIR RIGHT TO PROCEED IN A COURT OR JUDICIAL FORUM, AND THEY EACH SPECIFICALLY WAIVE THEIR RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION, PURSUANT TO THE FOLLOWING PROVISIONS. UCB AND CUSTOMER AGREE TO ARBITRATE ANY AND ALL CLAIMS, CONTROVERSIES AND DISPUTES OF ANY KIND (COLLECTIVELY, “CLAIMS”) AGAINST EACH OTHER ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS, INCLUDING BUT NOT LIMITED TO CLAIMS RELATING TO ANY UCB PRODUCTS OR SERVICES, OR UCB’S CHARGES OR ADVERTISING. FOR THE PURPOSES OF THIS DISPUTE RESOLUTION PROVISION, “CUSTOMER” ALSO INCLUDES ANY OF CUSTOMER’S AGENTS, BENEFICIARIES, TRANSFEREES OR ASSIGNS, OR ANYONE ACTING FOR OR ON BEHALF OF THE FOREGOING, AND “UCB” ALSO INCLUDES ANY OF ITS EMPLOYEES, AGENTS, AFFILIATES, PARENTS, SUBSIDIARIES, BENEFICIARIES, INSURERS, ASSIGNS, AND SERVICE PROVIDERS. UCB AND CUSTOMER AGREE THAT NO CLAIMS WILL BE PURSUED OR RESOLVED AS PART OF A CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE OR COLLECTIVE ACTION OR PROCEEDING, THAT NO ARBITRATION FORUM WILL HAVE JURISDICTION TO DECIDE ANY CLAIMS ON A CLASS-WIDE, COLLECTIVE, OR CONSOLIDATED BASIS, AND THAT NO RULES OR OTHER PROCEDURES FOR CLASS-WIDE OR COLLECTIVE ARBITRATION WILL APPLY. This Dispute Resolution Provision is to be broadly interpreted and applies to all Claims based in contract, tort, statute, or any other legal theory, and all Claims that arose prior to or after termination of these Terms. However, Customer and UCB (the “parties”) agree that either party may bring an individual action in a small claims court with valid jurisdiction, provided that the action remains in that court (other than any appeal of the small claims court ruling), the action is made on behalf of or against Customer only, and the action is not made part of a class action, private attorney general action, or other representative or collective action.

(1) Procedure: A party must send a written Notice of Dispute (“Notice”) describing (a) the nature and basis of the Claim; and (b) the relief sought, to the other party. Each Notice sent to Customer shall be sent to the Customer’s email address as provided by the Customer to UCB. Each Notice sent to UCB should be sent to:

UCB Cycle Company, LLC

Attn: Legal

3451 North Triumph Blvd.

Suite 100

Lehi, UT 84043

If UCB and Customer do not resolve the Claim within thirty (30) calendar days after the Notice is received, either party may commence an arbitration by filing a demand for arbitration with the JAMS arbitration forum pursuant to the JAMS Streamlined Arbitration Rules & Procedures and, if applicable, its accompanying JAMS Consumer Arbitration Minimum Standards (collectively, the “JAMS Rules”). Claims will be resolved pursuant to the JAMS Rules in effect at the time of the demand, as modified by these Terms (including without limitation this Dispute Resolution Provision), and heard by a single arbitrator. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by Customer or by UCB that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties, with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by JAMS or by the arbitrator. The JAMS Rules are available online at www.jamsadr.com. Except as required by law, neither a party nor an arbitrator may disclose the existence, content or results of any dispute or arbitration hereunder without the prior written consent of both parties.

(2) Arbitrator’s Authority. The arbitrator is bound by these Terms (including without limitation this Dispute Resolution Provision), the Federal Arbitration Act (“FAA”) and the JAMS Rules. The arbitrator has no authority to join or consolidate claims, or to adjudicate joined and consolidated claims. The arbitrator has exclusive authority to resolve any dispute relating to the scope, interpretation, applicability, enforceability, or formation of these Terms, including whether they are void. The parties agree that the arbitrator’s decision and award will be final and binding and may be confirmed or challenged in any court with jurisdiction as permitted under the FAA. The arbitrator can award the same damages and relief as a court (subject to any limitations contained in these Terms), but only in favor of an individual party and for a party’s individual claim.

(3) Arbitration Costs: Customer will be responsible for his/her share of any arbitration fees (e.g., filing, administrative, etc.), but only up to the amount of filing fees Customer would incur if the Claim(s) were filed in court. UCB will be responsible for all additional arbitration fees. Customer is responsible for all other costs/fees that he/she incurs in arbitration, for example, fees for attorneys, expert witnesses, etc. Customer will not be required to reimburse UCB for any fees unless the arbitrator finds that the substance of Customer’s Claim(s) or the relief sought by Customer is frivolous. If the arbitrator makes such a finding, the JAMS Rules will govern the payment of all fees, and UCB may seek reasonable attorney’s fees. UCB will pay all fees and costs it is required by law to pay.

(4) Governing Law and Enforcement: Notwithstanding anything to the contrary in this section, this Dispute Resolution Provision is made pursuant to a transaction involving interstate commerce, and shall be governed by the FAA, 9 U.S.C. §§ 1-16. This Dispute Resolution Provision was drafted in compliance with the laws in all states, however, if any portion of it is deemed to be invalid or unenforceable or is found not to apply to a Claim, the remainder of this Dispute Resolution Provision remains in full force and effect. Except, if the class-arbitration waiver provision is deemed unenforceable, any class action Claim(s) must proceed in a court of competent jurisdiction.

(5) Survival: This Dispute Resolution Provision shall survive any acceptance, rejection, cancellation, or purported cancellation of any order; any payment for or return of any order; and any termination or purported termination of these Terms by Customer and UCB.

  1. Indemnification

Customer shall indemnify, defend, and hold harmless UCB, all direct and indirect subsidiaries of UCB, and all of our and their respective officers, directors, affiliates, agents, and employees from and against any and all claims, losses, damages, liabilities, demands, actions, costs, attorneys’ fees and expenses (including without limitation damages arising from personal injury, death or property damage) that may arise out of or result from: (a) any breach by you of these Terms; (b) any violation by you of any applicable law, rule, ordinance or regulation; (c) any use, misuse, modification or resale of our products by Customer or any other person; or (d) any negligence or willful misconduct of Customer.

  1. Third Party Beneficiaries

You acknowledge and agree that any other entities controlling, controlled by, or under common control with UCB shall be third party beneficiaries to these Terms, and that such other entities shall be entitled to directly enforce, and rely upon, any provision of these Terms which confers a benefit on (or rights in favor of) them. Except as provided in the immediately preceding sentence, there are no third-party beneficiaries to the Terms, and these Terms are not intended to and shall not confer any right or benefit on any third party.

  1. Failure to Act is Not a Waiver

Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or other breaches. You agree that if UCB does not exercise or enforce any legal right or remedy which is contained in these Terms (or which UCB has the benefit of under any applicable law), this will not be taken to be a waiver of UCB’s rights or remedies, and that those rights or remedies will still be available to UCB.

  1. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of New York, without reference to its conflict of laws principles.

  1. Termination

UCB reserves the right, in its sole discretion, to terminate your Account and restrict your use of all or any part of the Site or Services for any reason or no reason, without notice, and without liability to you or anyone else. UCB also reserves the right to block users from certain IP addresses or devices and prevent access to the Site or Service. These Terms remain effective even after your Account is terminated.

  1. Severability

These Terms shall be severable if any of the provisions hereof are held to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law.

  1. Updating These Terms

From time to time, we may update these Terms to clarify our practices or to reflect new or different practices (such as when we add new features). We reserve the right in our sole discretion to modify and/or make changes to these Terms at any time. If we make any material change, we will notify you using prominent means, such as by email notice sent to the email address specified in your Account or by posting a notice on our Site or Services. Modifications to these Terms will become effective on the day they are posted, unless stated otherwise.

Your continued use of our Site or Services after changes become effective shall mean that you accept those changes. Any revised Terms shall supersede all previous Terms.

  1. Entire Agreement

These Terms, together with orders placed by you via the Site and accepted by us, constitute the entire and only agreement between UCB and you, and supersede all prior or contemporaneous agreements, representations, warranties, and understandings, on the subject matter hereof.