EULA | UVA


UVA LIMITED END-USER LICENSE AGREEMENT
___________________

(Last Updated: March 15, 2020)

Introduction

UVA Limited is a ride hailing platform. Connecting UVA drivers with riders via the mobile Apps. This End-User License Agreement (this “Agreement”) is a legal document that contains the terms and conditions under which limited use of certain Software (as defined below) that operates with the services licensed to you.

Please Read This Agreement Carefully before Installing or Using This UVA services.

BY CHECKING THE BOX OR CLICKING THE BUTTON TO CONFIRM YOUR ACCEPTANCE WHEN YOU FIRST INSTALL THE SOFTWARE, YOU ARE AGREEING TO ALL THE TERMS OF THIS AGREEMENT. ALSO, BY USING, COPYING OR INSTALLING THE SOFTWARE, YOU ARE AGREEING TO ALL THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT CHECK THE BOX OR CLICK THE BUTTON AND/OR DO NOT USE, COPY OR INSTALL THE SOFTWARE, AND UNINSTALL THE SOFTWARE FROM ALL DEVICES THAT YOU OWN OR CONTROL. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT AND YOU PURCHASED A UVA SERVICES CONTAINING THE SOFTWARE FROM AN AUTHORIZED RETAILER, RESELLER OR APP STORE (AS DEFINED BELOW), YOU MAY BE ELIGIBLE TO RETURN THE UVA SERVICES FOR A REFUND, SUBJECT TO THE TERMS AND CONDITIONS OF THE APPLICABLE POLICY.

This Software licensed to you by UVA Limited and, where applicable, by UVA Limited’s suppliers. “Software” means any and all firmware programs and associated files provided with respect to the UVA services; any and all software programs, applications or “apps” and associated with the Apps provided with respect to the UVA services; all modified versions of and upgrades or improvements to such programs (such as those provided via web-based updates), all subsequent versions of such programs, and all copies of such programs and files. Software does not include any Open Source Software (as defined below).

By “you,” we mean the purchaser, recipient or other end user of the UVA services containing the Software or the purchaser, recipient or other end user of the Software on a standalone basis. “You” may also mean a person who has downloaded the Software from an authorized website, such as http://www.uva.uk or from an authorized application market or store, such as Apple’s Store or Google Play (each such application market or store is referred to in this Agreement as an “App Store” and collectively as “App Stores”).

1.    License Grant. 

UVA Limited hereby grants you the right to use: (i) where your UVA services is not a “Small-Medium Business or SMB” branded UVA services, for your personal, non-commercial purposes; or (ii) where your UVA services is a “Small Medium Business or SMB UVA services, for your personal or commercial use; copies of the Software in object code form on devices that you own (or, in the case of firmware, one copy of the firmware in object code form solely on the UVA services relating to the firmware). As part of this license, you may (A) operate the Software in the manner described in the user documentation for the Software; (B) where the Software is provided for download onto a personal computer or mobile device, make as many copies of the Software as you reasonably need for your own use (this does not include firmware); and (C) permanently transfer all of your rights to use the UVA services (including but not limited to the Software) to another person, so long as that person also agrees to be bound by this Agreement, and following such transfer you stop using the UVA services and the Software.

You can find the user documentation for the Software on the “Support” page of the applicable UVA Limited website.

2.    License Restrictions. 

The Software is licensed, not sold, to you. You only have the non-exclusive right to use the Software in accordance with this Agreement. You may not (i) modify, adapt or otherwise create derivative works from the Software, the UVA services containing the Software or user documentation (except as may be permitted by an applicable open source license) without receiving prior written consent from UVA Limited to make any such modifications: (ii) lease, sublicense, resell, rent, loan, redistribute, or otherwise transfer (except as expressly permitted above), whether for commercial purposes or otherwise, the Software or user documentation; (iii) reverse engineer, disassemble, decrypt or decompile the UVA services or the Software or otherwise try to reduce the Software to a human-readable form, except where and only to the extent that such activity is permitted by applicable law or where UVA Limited is required to permit such activity under the terms of an applicable open source license; (iv) remove or alter any copyright, trademark or other proprietary notices contained in the Software or user documentation; (v) use the UVA services, Software or user documentation to develop a competing hardware and/or software UVA services, or otherwise in any manner not set forth in this Agreement or the user documentation; (vi) if the Software is firmware, copy the firmware (other than one backup copy for archival purposes only), use it on a multi-user system or operate it separately from the UVA services onto which it is embedded; (vii) use the Software to transmit software viruses or other harmful computer code, files or programs, or to circumvent, disable or otherwise interfere with security-related features of the Software; (viii) use the Software to collect or harvest any third party’s personally identifiable information, to send unauthorized commercial communications or to invade the privacy rights of any third party; or (ix) use the Software for any unlawful purpose, and/or in any manner that breaches this Agreement. All rights not expressly granted to you by UVA Limited under this Agreement are hereby reserved by UVA Limited. You will not acquire such rights, whether through estoppel, implication, or otherwise.

3.    App Software Restrictions. 

If you have downloaded the Software from an App Store, you are also subject to any terms of use of that App Store. Such terms of use may prohibit you from doing some of the things you are permitted to do under this Agreement, or permit you to do some of the things you are prohibited from doing under this Agreement. In addition, application of the App Store’s terms of use may result in other terms of this Agreement not being applicable to the Software or applying in a different way than this Agreement states. If your use of the Software is subject to an App Store’s terms of use, then in the event of any conflict or ambiguity between the terms of this Agreement and such App Store’s terms of use, the App Store’s terms of use will govern, but only to the extent necessary to resolve such conflict or ambiguity, and the terms of this Agreement will otherwise remain in full force and effect. Notwithstanding anything to the contrary in this Agreement, by using the Software, you acknowledge and agree that it is solely your responsibility to understand the terms of this Agreement, as well as the terms of use of any App Store that may be relevant to the Software or the UVA services.

4.    Upgrades and Updates. 

While UVA Limited is not required to do so, UVA Limited may provide you with upgrades or updates to this Software. This Agreement will govern any upgrades provided by UVA Limited that replace and/or supplement the original firmware and/or Software, unless such upgrade is accompanied by a separate end user license agreement, in which case the terms of that end user license agreement will govern. If you decide not to download and use an upgrade or update provided by UVA Limited, you understand that you could put the Software at risk to serious security threats or cause the Software to become unusable or unstable. Some UVA services include an auto-update feature, which gives us the ability to make updates automatically. You can change auto-update options by changing your settings within the UVA services account information. In very limited cases, updates may still be automatically applied, regardless of the auto-update setting. For example, we may provide an automatic update that fixes a security breach or vulnerability to your network. We may also provide you with updated Software data files automatically to benefit you, such as to provide you with updated device information to identify new devices in your network. These data files do not update your firmware, but consist of Software files that are cached on your UVA services and override older files. By agreeing to this Agreement, you agree to automatic updates.

5.    Data and Privacy. 

We at UVA Limited are committed to protecting your privacy. Our goal is to provide you with a positive experience when using our apps, UVA services and services, while at the same time keeping your Personal Information, as defined in the UVA Limited Privacy Policy (the “Privacy Policy”), secure. Our privacy practices are described in the Privacy Policy, as well as in separate notices given when an app, UVA services or service is purchased or downloaded. By using UVA Limited services or providing us with your Personal Information, you are accepting and consenting to the practices, terms and conditions described in the Privacy Policy. At all times your information will be treated in accordance with the UVA Limited Privacy Policy, which is incorporated by reference into this Agreement and can be viewed here.

6.    Open Source Software. 

You hereby acknowledge that the Software may contain Open Source Software (as defined below). This license does not apply to Open Source Software contained in the Software. Rather, the terms and conditions in the applicable Open Source Software license shall apply to the Open Source Software. Nothing in this Agreement limits your rights under, or grants you rights that supersede, any Open Source Software license. You acknowledge that the Open Source Software license is solely between you and the applicable licensor of the Open Source Software. You shall comply with the terms of all applicable Open Source Software licenses, if any. License and copyright information for the Open Source Software are disclosed in the UVA services documentation, within the “Support” tab on UVA Limited websites and within the “Contact Us” section on Linksys websites. UVA Limited is not obligated to provide any maintenance or support for the Open Source Software or any UVA services Software that has been modified by you pursuant to an Open Source Software license.

“Open Source Software” means any software or software component or technology that is subject to an open source license. Open source licenses are generally licenses that make source code available for free modification and distribution, but can also apply to technology received and distributed solely in object code form. Examples of open source licenses include: (a) GNU's General Public License (GPL) or Lesser/Library GPL (LGPL); (b) the OpenSSL License; (c) the Mozilla Public License; (d) the Berkeley Software Distribution (BSD) License; and (e) the Apache License.

7.    Intellectual Property Rights. 

All title and intellectual property rights (including without limitation all copyrights, patents, trade secret rights and trademark rights) in and to the Software (including but not limited to any content incorporated into the Software), the accompanying printed materials, and any copies of the Software, are owned by UVA Limited or its suppliers. Therefore, you must treat the Software like any other material protected by laws and treaties relating to international property rights and in accordance with this Agreement.

8.    Third Party UVA Services and links. 

The Software may contain links or other features that make it easier for you to visit or log-in to independent third-party websites (“Linked Sites”). These features are provided solely as a convenience to you. Linked Sites are not under UVA Limited’s control, and UVA Limited is not responsible or liable for and does not endorse the content or practices of such Linked Sites, including any information or materials contained on such Linked Sites. You will need to make your own independent judgment regarding your interaction with these Linked Sites. You hereby waive and release any legal claim you might have against UVA Limited with respect to these sites or third-party UVA services or services, and your use of these sites, third-party UVA services or services. We encourage you to read the terms and conditions and privacy policy of each third party website that you choose to visit.

9.    Indemnity. 

If UVA Limited is the subject of a claim, becomes involved in a legal proceeding, or suffers any economic loss or damage as a result of your violation of this Agreement, to the extent permitted by law, you will be responsible for compensating UVA Limited for the full amount of its loss, as well as any reasonable amounts UVA Limited incurs in lawyers' fees, expenses and court costs, except to the extent that UVA Limited contributed to the loss or damage.

10.    Service Agreement. 

This Agreement is effective when you click on the “I Accept” button, or when you in any other way use, copy or install the Software, which will constitute your acceptance of, and agreement to, this Agreement. Once accepted, this Agreement remains in effect until terminated. The limited license in this Agreement will be automatically terminated if you fail to comply with any of the terms and conditions in this Agreement. You agree that upon such termination, you will respectively destroy all programs and documentation that relate to the Software, including all copies made or obtained by you, and otherwise cease use of the Software. If the Software has been installed on a personal computer or mobile device, you must uninstall the Software respectively. If the Software is software or firmware embedded on a UVA services, you must stop using the UVA services.

11.    Important Notice Regarding Your Consumer Rights. 

SOME COUNTRIES, STATES AND/OR PROVINCES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CONDITIONS, WARRANTIES OR GUARANTEES, AND/OR DO NOT ALLOW UVA SERVICESS OR SERVICES TO BE SOLD WITH NO WARRANTIES OR GUARANTEES. ACCORDINGLY, IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE SECTIONS BELOW ENTITLED “LIMITED WARRANTY AND DISCLAIMER” AND “GENERAL EXCLUSIONS AND LIMITATION OF LIABILITY” MAY NOT APPLY TO YOU. ONLY THOSE EXCLUSIONS AND LIMITATIONS THAT ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND, IN SUCH INSTANCES, UVA LIMITED’S LIABILITY WILL BE LIMITED ONLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. THE ENFORCEABILITY OF THESE LIMITED WARRANTIES MAY VARY BASED ON THE LOCAL LAWS APPLICABLE TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS DEPENDING ON WHERE YOU LIVE. 

THIS AGREEMENT IS NOT INTENDED TO AND DOES NOT: (I) CHANGE OR EXCLUDE ANY STATUTORY CONSUMER RIGHTS THAT CANNOT BE LAWFULLY CHANGED OR EXCLUDED; OR (II) LIMIT OR EXCLUDE ANY RIGHT YOU HAVE AGAINST THE PERSON WHO SOLD THE UVA SERVICES TO YOU IF THAT PERSON HAS BREACHED ANY SALES CONTRACT WITH YOU. YOU AGREE TO USE THE SOFTWARE IN COMPLIANCE WITH ALL APPLICABLE LAWS, INCLUDING LOCAL LAWS OF THE COUNTRY OR REGION IN WHICH YOU LIVE OR IN WHICH YOU DOWNLOAD OR USE THE SOFTWARE.

CERTAIN LEGISLATION, MAY IMPLY WARRANTIES OR CONDITIONS, OR IMPOSE GUARANTEES OR OBLIGATIONS ON UVA LIMITED, WHICH OPERATE TO PROTECT CERTAIN U.K PURCHASERS OF PRODUCTS AND SERVICES IN VARIOUS CIRCUMSTANCES. NOTHING IN THIS AGREEMENT EXCLUDES, RESTRICTS OR MODIFIES ANY CONDITION, WARRANTY, GUARANTEE, RIGHT OR REMEDY IMPLIED OR IMPOSED BY ANY APPLICABLE LAWS WHICH CANNOT LAWFULLY BE EXCLUDED, RESTRICTED OR MODIFIED. If any condition, warranty or guarantee is implied into this Agreement or imposed on UVA Limited under United Kingdom Applicable Laws and cannot be excluded, but UVA Limited has a choice of a remedy, then UVA Limited’s liability for breach of the condition, warranty or guarantee is limited to one or more of the following, at UVA Limited’s option: (a) in the case of services, the replacement of the services or the supply of equivalent services, the repair of the services or refunding the payment for the services if it would be unreasonable to expect the UVA services to be repaired; or (b) in the case of services, the supplying of the services again, or the payment of the cost of having the services supplied again. In addition to these remedies a "consumer" may claim for any reasonably foreseeable loss (other than loss or damage through reduction of value of the services) that results from the initial problem.

12.    Limited Warranty And Disclaimer

UVA Limited warrants that any services on which the Software is provided will be free from defects in materials and workmanship under normal use for 90 days from the date of its original purchase (the “Warranty Period”). If you make an eligible services claim under this warranty during the Warranty Period (the “Limited Warranty”), UVA Limited will honor this warranty by replacing the Software services. To make a claim under this Limited Warranty, send a message about your dissatisfaction or queries along with the sales receipt directly to UVA Limited at the following address: 

UVA Limited, 
1st floor 239 Kensington high street 
Kensington London W8 6SN. 


EXCEPT FOR THIS LIMITED WARRANTY ON SERVICES, SUBJECT TO THESE AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND ANY RELATED PROGRAMS AND DOCUMENTATION IS PROVIDED TO YOU “AS IS,” WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND. IN THOSE JURISDICTIONS WHERE IT CAN LAWFULLY DO SO, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UVA LIMITED, ITS RESELLERS AND ITS SUPPLIERS HEREBY DISCLAIM AND EXCLUDE ALL OTHER WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCEPTABLE OR SATISFACTORY QUALITY, NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, LOSS OF OR DAMAGE TO DATA, LACK OF VIRUSES OR FREE FROM VIRUS OR MALWARE ATTACK, SECURITY, PERFORMANCE, LACK OF NEGLIGENCE, WORKMANLIKE EFFORT, QUIET ENJOYMENT, THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT YOUR USE OF OR THE PERFORMANCE OF THE SOFTWARE AND RELATED INFORMATION, PROGRAMS AND DOCUMENTATION WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED, OR THAT YOUR USE OF THE SOFTWARE AND RELATED INFORMATION, PROGRAMS AND DOCUMENTATION WILL GENERATE ACCURATE, RELIABLE, TIMELY RESULTS, INFORMATION, MATERIAL OR DATA. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY UVA LIMITED, A DEALER, AGENT OR AFFILIATE SHALL CREATE A WARRANTY. To the extent warranties cannot be disclaimed or excluded, they are limited to the duration of the relevant Warranty Period.

YOUR USE OF THE SOFTWARE, UVA SERVICES AND RELATED PROGRAMS AND DOCUMENTATION IS AT YOUR OWN RISK AND DISCRETION. YOU ARE SOLELY RESPONSIBLE FOR (AND UVA LIMITED DISCLAIMS) ANY AND ALL LOSS, LIABILITY, OR DAMAGES. IF YOU ARE NOT COMFORTABLE WITH USING THE UVA SERVICES, YOU MUST DELETE THE UVA APPS TO AND STOP USING THE SERVICES. UVA LIMITED IS NOT RESPONSIBLE FOR (I) YOUR FAILURE TO FOLLOW OUR TERMS AND CONDITIONS, PRECAUTIONS OR ANY OTHER INSTRUCTIONS PROVIDED WITH THE UVA SERVICES AND/OR SOFTWARE, (II) YOUR NEGLIGENCE IN USE OF THE UVA SERVICES AND/OR SOFTWARE, OR (III) YOUR INTENTIONAL MISUSE OF THE UVA SERVICES OR SOFTWARE.

YOU FURTHER ACKNOWLEDGE THAT THE SOFTWARE AND ANY RELATED PROGRAMS AND DOCUMENTATION ARE NOT CERTIFIED FOR EMERGENCY RESPONSE OR INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE FAILURE, DELAY OR ERRORS OR INACCURACIES IN THE DATA OR INFORMATION PROVIDED BY THE SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE, INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT OR WEAPONS SYSTEMS. YOU UNDERSTAND THAT THE UVA SERVICESS AND SOFTWARE ARE NOT PART OF AND DO NOT CONTAIN A THIRD-PARTY MONITORED EMERGENCY NOTIFICATION SYSTEM. 
It is your responsibility to back up your system, including without limitation, any material, information or data that you may use or possess in connection with the UVA services or Software, and UVA Limited shall have no liability for your failure to back up your system or any material, information or data.

13.    General Exclusions and Limitation Of Liability: 

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE FOREGOING LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL UVA LIMITED, ITS AFFILIATES, ASSOCIATES, DEALERS, AGENTS OR SUPPLIERS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS AND ASSIGNS BE LIABLE FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS OR REVENUE, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR LOSS OF ABILITY TO USE ANY THIRD PARTY UVA SERVICESS OR SERVICES, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER), REGARDLESS OF THE THEORY OF LIABLITY (CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF UVA LIMITED OR SUCH OTHER ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF UVA LIMITED, ITS AFFILIATES, ASSOCIATES, DEALERS, AGENTS OR SUPPLIERS TO YOU FOR ALL DAMAGES EXCEED THE LESSER OF FIFTY DOLLARS (£50.00) OR THE PRICE YOU PAID FOR THE UVA SERVICES, THE SOFTWARE OR THE SERVICES CONTAINING THE SOFTWARE. THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF ANY WARRANTY OR REMEDY PROVIDED FAILS OF ITS ESSENTIAL PURPOSE. NOTHING IN THIS SECTION IS INTENDED TO LIMIT THE LIABILITY, UNDER APPLICABLE LAW, OF UVA LIMITED IN RELATION TO DEATH OR BODILY INJURIES.

IF YOU LIVE IN THE EUROPEAN UNION, REFERENCES TO "SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES" SHALL MEAN ANY LOSSES WHICH (I) WERE NOT REASONABLY FORESEEABLE BY BOTH PARTIES; (II) WERE KNOWN TO YOU BUT NOT TO US; AND/OR (III) WERE REASONABLY FORESEEABLE BY BOTH PARTIES BUT COULD HAVE BEEN PREVENTED BY YOU SUCH AS, FOR EXAMPLE (BUT WITHOUT LIMITATION), LOSSES CAUSED BY VIRUSES, MALWARE OR OTHER MALICIOUS PROGRAMS, OR LOSS OF OR DAMAGE TO YOUR DATA.

The warranties and remedies set out in this Agreement are exclusive, and, to the extent permitted by law, in lieu of all others oral or written, express or implied.

14.    Export Control Laws

You agree that the use of the Software is subject to the United Kingdom and local export control laws and regulations. You represent and warrant that you are not a citizen of an embargoed or “terrorist supporting” country or a prohibited or restricted end user under applicable The United Kingdom or local export and anti-terrorism laws, regulations and lists. You agree to strictly comply with all export control laws and regulations and agree not to export, re-export, divert, transfer or disclose any portion of the Software or any related technical information or materials, directly or indirectly, in violation of any applicable export law or regulation.

15.    General Terms. 

If any portion of this Agreement or any of its terms is found to be void or unenforceable by law in a particular jurisdiction, such portion or terms shall be interpreted and enforced to the maximum extent allowed in such jurisdiction, and the remaining provisions or any part thereof will remain in full force and effect. This Agreement constitutes the entire agreement between UVA Limited and you with respect to the Software and your use thereof and supersedes any conflicting or additional terms contained in any purchase order or elsewhere. No provision of this Agreement may be waived, modified or superseded except by a written instrument accepted by UVA Limited and you. However, the UVA Limited Privacy Policy referenced herein is subject to change in the manner described in that document. UVA Limited may provide translations of this Agreement as a convenience to users. However, in the event of a conflict or inconsistency between the English and any non-English versions, the English version of this Agreement shall govern, to the extent not prohibited by local law in your jurisdiction. Any suppliers of UVA Limited shall be direct and intended third-party beneficiaries of this Agreement, including without limitation with respect to the disclaimers of warranties and limitations on liability set forth herein. Other than as set forth in the preceding sentence, a person or entity who is not a party to this Agreement shall not have any right to enforce any term of this Agreement. No failure or delay in exercising any right or remedy shall operate as a waiver of any such (or any other) right or remedy. The language of this Agreement shall not be construed strictly for or against either party, regardless of who drafted such language or was principally responsible for drafting it. The rights and obligations under this Agreement are not assignable by you, and any attempted assignment shall be void and without effect. This Agreement shall bind and inure to the benefit of the parties and their successors and permitted assigns. In the event of any legal proceeding between the parties arising out of or related to this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief awarded or granted, its costs and expenses (including reasonable attorneys’ and expert witness’ fees) incurred in any such proceeding.

16.    Binding Arbitration of All Disputes

This section sets forth the particular way you can resolve any dispute you may have with us. Any dispute, conflict, claim or controversy that may arise out of or in connection with these UVA Terms, whether with respect to their existence, validity, interpretation, construction, enforceability, performance, breach, termination or otherwise (and including non-contractual disputes) (any “Dispute”), shall be settled by way of informal negotiations wherever possible. If the respective Dispute resulting from these UVA Terms could not be settled through such informal negotiations, then the Dispute shall be first mandatorily submitted to mediation proceedings under the International Chamber of Commerce Mediation Rules (“ICC Mediation Rules”). If such Dispute has not been settled within sixty (60) days after a request for mediation has been submitted under such ICC Mediation Rules, such Dispute can be referred to and shall be exclusively and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (“ICC Arbitration Rules”). The ICC Rules' Emergency Arbitrator provisions are excluded. The Dispute shall be resolved by one (1) arbitrator to be appointed in accordance with the ICC Rules. The place of both mediation and arbitration shall be London, England. The language of the mediation and/or arbitration shall be English, unless You do not speak English, in which case the mediation and/or arbitration shall be conducted in both English and Your native language. The existence and content of the mediation and arbitration proceedings, including documents and briefs submitted by the parties, correspondence from and to the International Chamber of Commerce, correspondence from the mediator, and correspondence, orders and awards issued by the sole arbitrator, shall remain strictly confidential and shall not be disclosed to any third party without the express written consent from the other party unless: (i) the disclosure to the third party is reasonably required in the context of conducting the mediation or arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein.

a)    You may not assign these UVA Terms or any of the rights or obligations under these UVA Terms.
b)    You agree that UVA or UVA Operation may assign any of its obligations arising under these UVA Terms to any Affiliate Company.
c)    Any notice required to be given to You by UVA or UVA Operation will be delivered to the email address associated with Your account, sent by registered mail to the address associated with Your account, or sent via the UVA App. Any notice required to be given by You to UVA or UVA Operations should be delivered using the UVA App, registered mail to UVA’s registered office or by email to the email address on the Website.
d)    If any provision of these UVA Terms is held to be unenforceable, the parties shall substitute for the affected provision an enforceable provision that approximates the intent and economic effect of the affected provision. The failure or delay by either party to enforce any term of the UVA Terms shall not be deemed a waiver of such term.
e)    UVA may change these Terms at any time by giving You at least fourteen (14) days’ prior notice and posting a revised version on the Website. UVA commits to informing Transport for London of any significant changes UVA makes in accordance with Regulation 9(13) of the Private Hire Vehicles (London) (Operators' Licences) Regulations 2000 which provides that: 'The operator shall notify the licensing authority of any material changes to its operating model that may affect the operator's compliance with the 1998 Act, these Regulations or any conditions of that operator's licence, before those changes are made.'
f)    Any change shall come into effect and be deemed accepted by You if you continue to use the Software after the expiry of the notice period above.

No provision of these UVA Terms is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to these UVA Terms

17.    Governing Law; Injunctive Relief. 

THIS AGREEMENT IS TO BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF ENGLAND WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW RULE THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION TO THE RIGHTS AND DUTIES OF THE PARTIES. HOWEVER, WITH RESPECT TO SOFTWARE PROVIDED, IF YOU ARE A CONSUMER AND YOU LIVE IN A COUNTRY WHERE UVA LIMITED MARKETS OR PROMOTES THE SOFTWARE, LOCAL LAW MAY REQUIRE THAT CERTAIN CONSUMER PROTECTION LAWS OF YOUR COUNTRY OF RESIDENCE APPLY TO SOME SECTIONS OF THIS AGREEMENT. IN ADDITION, UVA LIMITED MAY SEEK INJUNCTIVE RELIEF IN ANY COURT HAVING JURISDICTION TO PROTECT ITS INTELLECTUAL PROPERTY RIGHTS. EACH OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF SERVICES AND THE UNITED NATIONS CONVENTION ON THE LIMITATION PERIOD IN THE INTERNATIONAL SALE OF SERVICES IS HEREBY EXPRESSLY EXCLUDED AND WILL NOT APPLY TO THIS AGREEMENT.
 

 

© 2020 UVA-UK Limited. All Rights Reserved.