Umarp’s Business Agreement

This  Umarp’s Business  agreement (“agreement”) that govern your participation in in Umarp elisting directory either as a free or paid account holder (the “ Umarp directory”). Our Umarp Directory offers elisting, which can be defined as, full access  informational listings, that allows a customer to have all the necessary information they need about  product and services to make a quick informed Decision decision. (“elistings”) “We,” “us,” or “our” means Umarp site and Marp Corp Ltd. “You” or “your” means the applicant. A “site” means a website.

BY CHECKING THE BOX INDICATING THAT YOU AGREE TO THE BUSINESS TERMS AND CONDITIONS AS AN ACCOUNT HOLDER IN UMARP ELISTING DIRECTORY, OR BY CONTINUING TO PARTICIPATE IN THE UMARP DIRECTORY FOLLOWING OUR POSTING OF A CHANGE NOTICE, REVISED  TERMS AND CONDITIONS, OR REVISED OPERATIONAL DOCUMENTATION ON OUR WEBSITE, YOU (A) AGREE TO BE BOUND BY THIS TERMS & CONDITIONS; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE UMARP DIRECTORY AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS TERMS & CONDITIONS; AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G., YOU ARE NOT A MINOR) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THESE TERMS & CONDITIONS. IN ADDITION, IF THESE TERMS & CONDITIONS ARE BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THESE TERMS & CONDITIONS ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THESE TERMS & CONDITIONS,

By using Umarp Smart Services , you agree to these conditions. Please read them carefully

By applying to be listed in the Umarp directory you agree to be bound by the following terms and conditions, code of conducts, guidelines and any other additional services and/or terms that may apply to Umarp Smart Services (“Business  terms and conditions “).

Business Accounts Policies

By registering an account as an Business Account ( paid or free plans) or Customer Account where applicable (“Account “) to have your product and/or service listed on Umarp Directory , you are agreeing to these Business Terms and Conditions, forming a legally binding contract with Umarp and Marpcorp Ltd. The following terms and Conditions, in addition to the Terms of Service, govern your access to and use of your Business Account. In the event of any conflict between this  Business agreement and the Terms of Service, the Business agreement shall  apply.

Account Information

As a registered Account holder, you are responsible for maintaining your account and your password confidential. You acknowledge and agree to accept full responsibility for all activities that occur under your account and/or password. Umarp reserves the right to refuse service, terminate accounts, terminate your rights to use Umarp Services, remove or edit content, in its sole discretion.

Providing Verifiable Account Information

You will be solely responsible for your account and you will ensure that;

(a) You must provide complete and accurate account information, such as your name, company information, website to Umarp and our customers.

(b) It is your responsibility to keep all your information on your elistings current and up to date by making all the necessary changes in your dashboard.

(c) If you register your elistings as a business, you must ensure that your business is a registered company incorporated in a country and can be demonstrated to Umarp upon requests

(d) You are solely responsible for providing accurate business information such as name, address that clearly identifies your business.

(e) You are solely responsible for ensuring that your business and services elisting, has the right products/services  in the right and correct category

(f) You are solely responsible for the payment of any taxes incured by any sale you make from products/services listed on Umarp Directory

(g) If you register an elistings, as an individual, if requested by Umarp , you must demonstrate the necessary information on tax you will pay your taxes in your country of residency.

Umarp  shall not be responsible for  verification of  any licenses a local business or its representatives may have, and consumers should inquire about any such licenses with the business directly. You are solely responsible for obtaining and operating under any licenses that are required by any state or country in conjunction with your product/services.  You agree that Umarp shall have no liability and you shall indemnify Umarp in the event of any (without limitations)  liability and/or remuneration you may owe to a government, and/or local business bureau for operating your business without a license. 

No Misuse of Umarp Smart Services

All all times you must act lawfully and not misuse any of Umarp Smart Services . You must refrain from the following actions;

(c)  creating multiple detail pages for the same product or post offensive product images on your listing.

(b) Creating fake customer reviews to increase your exposure on Umarp

(c) Attempting to increase your price after a product or service order has been confirmed

(d) Posting unrealistic pricing on your listings

(e) Artificially inflating web traffic such as using bots or paying for clicks, to climb up the ranks of Umarp search or Umarp page.

(f) Allowing other people to act on your behalf in a way that violates Umarp’s Business Terms & Conditions or your agreement with Umarp

Communications

By accessing  Umarp Smart Services  either as a free account or paid account or as a customer account , you consent to receiving communications from other users and from Umarp through our instant  messaging chat  (“Messaging service”),  or  through any other means such as emails, push notifications, text messages (including SMS and MMS), and phone calls. These communications may promote Umarp or businesses listed on Umarp, and may be initiated by Umarp, businesses listed on Umarp, or other users. You further understand that communications may be sent using an automatic telephone dialing system, and that you may be charged by your phone carrier for certain communications such as SMS messages or phone calls.

Unauthorized Communications

You are prohibited from send unsolicited or inappropriate messages. All communications to customers must be sent through Umarp messaging service to answer any customer inquires about your product and/or service. Marketing communications are prohibited on your own initiate. Umarp will be responsible for marketing your product and services. 

Your are prohibited from sending the following communications to customers on Umarp;

(a) Marketing or promotional messaging, including coupons

(b) Language that either incentivizes or persuades customers  to submit positive product / services reviews or by offering payment, money, gift cards, free or discounted products/services, refunds, rebates or reimbursements, or future benefits

(c) Language that requests removal or an update of an existing product/service review

(d) Language that requests a product/service review only if they have had a positive experience

Unauthorized Content Communications

You are sole responsible for the content within each message you sent customers who contact you for inquires about your product/services. You messages must not include any of the following; 

(a) External links

 (b) Logos, if they contain or display a link to your website

(c) Link to opt-out of messaging

(d) Sensitive content in images or text (for example, bare skin, violence or gore, and adult or offensive language)

(e) Tracking pixels or images

(f) Images of purchased products and/or services

(g) Emojis, including emoticons

(h) Animated GIFs

(i) Egregious spelling errors or grammar issues

Customers Ratings, Reviews & FAQ

As an account holder you are strictly prohibited from carrying out the following actions;

(a) Offering customers coupons or free products in exchange for adding a reviews.

(b) Demand that customers write only positive reviews.

(c) Write your own product review

(d) Write reviews for your competitor

(e) Approach customers who only had a positive experience with your product and/or services

Bookings & Transactions

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Elistings Content Policies

Responsibility for Your Content

You are solely responsible for the content and words you place on your elistings.  Once your content is posted to use either as a free or paid account, you may not be able to withdrawn your elistings, with the exception of section.

You agree and acknowledge  that you  assume all risks associated with Your Content, including anyone’s reliance on its quality, accuracy, or reliability, and any risks associated with information you disclose. You warrant and represent to Umarp,  that you are the sole  owner or have the necessary permissions to use and authorize the use of Your Content as described herein. You may not imply that Your Content is in any way sponsored or endorsed by Umarp.

You agree that Umarp shall have no liability and you shall indemnify Umarp  whatsoever, for any actions, unauthorized, or via a 3rd party, either directly or indirectly, that are carried out, which may cause  any ( without limitation) third party to seek legal action against you for the following;

(a) Content contains material that is false, intentionally misleading, or defamatory;

(b) violates any third-party right, including any copyright, trademark, service mark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;

(c) contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors;

(d) violates or advocates the violation of any law or regulation; or violates these Terms.

You agree and acknowledge, we have no obligation to retain or provide you with copies of Your Content, and we do not guarantee any confidentiality with respect to Your Content. We reserve the right to remove, screen, edit, or reinstate User Content at our sole discretion for any reason or no reason, and without notice to you. For example, we may remove a review if we believe it violates this Business agreement. 

Our Right to Use Your Content

You  hereby irrevocably grant us world-wide, perpetual, non-exclusive, royalty-free, no remuneration, assignable, sublicensable, transferable rights to use Your Content for any purpose. Please note that you also irrevocably grant the users of the Service and any Other Media the right to access Your Content in connection with their use of the Service and any Other Media By creating an account with Umarp, you agree that you irrevocably waive and/or caused to be waived your right to peruse any claims against Umarp and its customers for the use,  and moral rights of your content. By “use” we mean use, copy, publicly perform and display, reproduce, distribute, modify, translate, remove, analyze, commercialize, and prepare derivative works of Your Content. Umarp shall have the right to use your content as follows; 

(a) to publicly displaying it, reformatting it, incorporating it into advertisements and other works;

(b) creating derivative works from it, promoting it, distributing it, and allowing others to do the same in connection with their own websites and media platforms (“Other Media”).

Umarp Ownership

 You agree and acknowledge that, all elistings and Umarp directory content is owned and operated by Umarp, including but not limited to visual interfaces, interactive features, graphics, design, compilation (including, but not limited to, our selection, coordination, aggregation, and arrangement of User Content and other Service Content), computer code, products, software, aggregate star ratings, FAQ and all other elements and components of the Service We also own the copyrights, trademarks, service marks, trade names, trade secrets, and other intellectual and proprietary rights throughout the world associated with the Umarp  Content and the Service, which are protected by copyright, trade dress, patent, trademark, and trade secret laws and all other applicable intellectual and proprietary rights and laws. As such, you may not sell, license, copy, publish, modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way use or exploit any of the Umarp  Content in whole or in part except as expressly authorized by us. We do not grant you any express or implied rights, and all rights in and to the Service and the Umarp  Content are retained by us

Umarp Advertisements

Umarp  and its licensees may (without limitations)  publicly display advertisements, banners,  paid content, and other information nearby or in association with Your Content. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you. 

Umarp Elistings Page Policies

Every account holder where a free or paid plan must follow the Umarp policies pertaining to your elisting page. You agree to the following actions; 

 (a) You must use the Umarp elisting template provided for you.

 (b)You are prohibited from using HTML, or any other coding to alter your elisting page

 (c) You are prohibited from displaying content such as obscene or offensive materials, links or plot spoilers, reviews or requests for reviews, and unauthorized advertising.

  (d) You are prohibited from creating duplicate pages for a product and/or service that already has a elisting page

 (e) Create new detail pages for new products and/service or versions not authorized by Umarp

Umarp Elistings Page Content Policies

You must use professional language when creating your  Umarp elistings. You must follow the below Umarp Guidelines; 

Headings

Resellers

-If you are a reseller that sales products or different brands Ie:    sony

-You are prohibited from displaying these brands on your listings

-You are only permitted to display your logo and branding, with shall be a unique and identifiable, name or trademark, symbol, association, which serves to differentiate competing products or services

Product & Services Description

-Describe the major product and services features, follow the template as specified in your dashboard, and  specify what the produc/services  can be used for

-If your  elistings  is for a sale of products please, include accurate dimensions, care instructions, and warranty information

-Do not include details about another product/service that you do not  sell or Promotions

-Use correct grammar, punctuation, and complete sentences

Prohibited language & actions

On your product/services  elisting page, headings, descriptions, information   and images you upload, you are prohibited from;

-Pornographic, obscene, or offensive content.

-You cannot add details which infringe upon the IP rights of other parties or individuals

-You must not use false product and/or service i information. This includes UPC codes and publication dates.

-You must not create a product detail page for a product already existing on Umarp.

-Details of availability, price, or condition.

-Links to other websites.

-Spoilers on Books, Music, and Video or DVD (BMVD) listings. This includes giving away plot details crucial to the suspense or surprise ending of a story.

-Reviews, quotes, or testimonials.

-Requests for positive customer reviews.

-Adverts, promotional material, or watermarks on images, photos, or videos.

-Time-sensitive information, such as dates of tours, seminars, or lectures

Images

You must follow Umarp Guidelines below  for any images you place in your elistings,

-You must ensure that the images are clear and concise and not fuzzy in any way.

-You must ensure that your image has at least 1,000 dpi.

-You must ensure that the entire image area can be seen on your listings

-Don’t list irrelevant images that don’t relate to your product and service

-For products , you must shows images of what only what customers will receive.  

You must not show;

-Borders, watermarks, text, or other decorations on your images

-Colored backgrounds or lifestyle pictures

-Drawings or sketches of the product and services

-Image placeholders, such as “no image available” text. Umarp will provide a placeholder if you do not have an image for your product and/or service.

-Promotional images that say, such as “SALE” or “free shipping” are prohibited

·-Multiple colors and flash images that are visually disturbing

General guidelines

You should list no more than six features that you want customers to consider about your consider;

-Begin each bullet point with a capital letter

-Write in fragments and do not include ending punctuation

-Write all numbers as numerals

-Separate phrases in one bullet with semicolons

-Spell out measurements, such as quart, inch, or feet

-Do not use hyphens, symbols, periods, or exclamation points

-Do not write vague statements; be as specific as possible with product features and attributes

-Do not include promotional, shipping information and specific pricing information

Restricted Product & Services

As an  Business account holder you are prohibited from listing the following in the Umarp directory;

1. Alcohol
2. Food & Beverage
3. Animals
4. Tobacco & Tobacco-Related Products
5. Currency, Coins, Cash Equivalents, and Gift Cards
6. Medical devices and accessories
7. Dietary Supplements
8. Drugs & drug paraphernalia
9. Explosives, Weapons, and Related Items
10. Export Controlled products
11. Gambling & Lottery
12. Hazardous and Dangerous Items
13. Human Parts & Burial Artifacts
14. Jewelry & Precious Gems
15. Laser products
16. Lighting
17. Lock Picking & Theft Devices
18. Offensive and Controversial Materials
19. Other Restricted Products
20. Pesticides and Pesticide Devices
21. Plant and Seed Products
22. Postage meters and stamps
23. Recalled Products
24. Recycling electronics
25. Ozone-Depleting Substances and Substitutes
26. Art – Fine Art & Home Decor
27. Surveillance Equipment

Customer Accounts

By registering your account as a customer account, you may post reviews, comments, send messages. You agree as a customer account that you will not send any illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights (including publicity rights), or otherwise injurious to Umarp and/or the account holders. You are prohibited from; sending any messages that contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam” or unsolicited commercial electronic messages. You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of your message or other content. Umarp reserves the right to remove or edit any posting of reviews and comments that violates this Business Agreement.  You customer account shall only be used for you to send Inquires about Product and Services on Umarp and to post comments and reviews about products and services. 

Warrant & Representation

A. In order to access or use the Umarp Smart Services, you represent, warrant, and covenant that (a) you will create, maintain and operate your listings in accordance with this Business Terms and Conditions (b) you have the authority to act on behalf of the business or businesses associated with or claimed through your Business Account and bind any such business (including any corresponding business entity) to the Business Terms (such business or businesses, your “Business”); (c) neither your participation in Umarp Listings directory  nor your creation, maintenance, or operation of your lisitngs  will violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any governmental authority that has jurisdiction over you (including all such rules governing communications, data protection, advertising, and marketing); (d) you will not use the Umarp Site for business activities, including but not limited to flagging reviews or messaging people who have reviewed your Business (e) you are lawfully able to enter into contracts (e.g. you are not a minor or otherwise legally prevented from contracting) (f)  you grant Umarp a non-transferable, non-exclusive, royalty-free limited license to display your public website on the Services, or allow for its display through campaigns and emails (g) you will not participate in Umarp’s listing directory or use any other Service if you are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where you are using any Service Offering (h) you understand that we may display health score information for your Business, and may place a Consumer Alert regarding that health score, on the business page for your Business; (i) the information you provide in connection with Umarp’s directory and elistings  is accurate and complete at all times. You can update your information by logging into your account on the Umarp Site and logging in the my account and selecting Profile “editing my profile “.

B. You represent, warrant, and covenant that you will not, and/or authorize another party to; (a) offer discounts, freebies, refunds, gift cards, contests, or deals in exchange for posting a review of your business  or remove any review (b) may not solicit or ask for any reviews from your customers (c) write your own review of your Business listings product and/or services and/or a competing business  (d) attempt to generate automated , fraudulent or otherwise invalid inquiries, conversions, ad clicks, ad impressions and other actions  (e) You will not artificially generate clicks or impressions on your listing or form of scraping or data extraction to access, query or otherwise collect Umarp data, whether by way of a robot or software program or otherwise. (f) use any Umarp trademark, copyright mark in any manner whatsoever. (g) misrepresent your identity or association to anyone in connection with Umarp.

Terms and Termination

The terms of this Business Agreement will begin upon your registration of an account free or paid,  for or use of the Umarp directory and site.  Either you or we may terminate this  Business Agreement at any time, with or without cause (automatically and without recourse to the courts, if permitted under applicable law), by giving the other party written notice of termination provided that the effective date of such termination will be 3 calendar days from the date notice is provided.

When you register for a business account, you agree and acknowlege that you must retain, pay and agree to all the condition of your plan for a minimum of six months.  (” Account Terms”) After your initial six month period, you shall have the right to terminate, your account, by  provide a termination notice  to Umarp by sending an email to support@umarp.com and in the subject line you shall write Termination notice. In the body of the email, you shall write your reasons for termination. In addition, we may terminate this  Business Agreement or suspend your account immediately upon written notice to you for any of the following:

(a) you are in material breach of this Business Agreement, (b) you otherwise fail to cure within 5 days of our notice to you; (c) we believe that we may face potential claims or liability in connection with your participation in Umarp’ directory; (d) we believe that our brand or reputation may be tarnished by you or in connection with your participation in Umarp’ directory; (e) your participation in Umarp’ directory has been used for deceptive, fraudulent or illegal activity; (f) we believe that we and or you, may become subject to tax collection requirements in connection with this  Business Agreement or the activities performed by either party under this Agreement; (g) we have previously terminated this  Business Agreement (or suspended your account) with respect to you or other persons that we determine are  acting in concert with you for any reason, or (h) we have terminated Umarp’s Directory afor any reason. (a) any  material breach of this Business  Agreement by you. 

Non-disclosure, Non-Compete and Confidential agreement

You acknowledge and accept, as an account holder, will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest in or lend money to any business (in each case, including on his own behalf or on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber or customer base or any related Companies) Umarp site and Marp Corp Ltd .  In addition, you acknowledge and agree, that you  will not circumvent or compete with Umarp and Marp Corp Ltd  in connection with any business opportunity as a result of the business contacts and/or confidential information disclosed, to you by your participation in the Umarp directory or otherwise. You shall not attempt to directly or indirectly via a 3^rd party to circumvent or compete,  nor take any action designed to appropriate any business opportunity otherwise due for the benefit of Umarp site and Marp Corp Ltd. You agree that in the event you act in breach of this section to the detriment of Umarp site and Marp Corp Ltd. Umarp site and Marp Corp Ltd shall have ,  including, but not limited to, the right to recover money damages in any action at law and Umarp site and Marp Corp Ltd shall be entitled by reason of any such breach to terminate this Business agreement. You agree that Umarp site and Marp Corp Ltd , in addition to the right to recover money damages at law, shall also be entitled (in addition to any other law or in equity) to seek injunction and other equitable relief

Limitations on Liability

NEITHER WE NOR  (WITHOUT LIMITATIONS) ANY OF OUR AFFILIATES, CUSTOMERS OR LICENSORS WILL BE LIABLE FOR DIRECT OR  INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA ARISING IN CONNECTION WITH THE SERVICE OFFERINGS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL AMOUNT OF THE ONE  PAID PLAN CHOOSEN BY YOU, FOR A LIMIT OF LIABILITY TO NOT EXCEED  SIX MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED. YOU HEREBY WAIVE ANY RIGHT OR REMEDY IN EQUITY, AND/OR AT LAW INCLUDING THE RIGHT TO SEEK SPECIFIC PERFORMANCE, INJUNCTIVE OR OTHER EQUITABLE RELIEF IN CONNECTION WITH THIS AGREEMENT. NOTHING IN THIS PARAGRAPH WILL OPERATE TO LIMIT LIABILITIES THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

Indemnification

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL HAVE NO LIABILITY FOR ANY MATTER DIRECTLY OR INDIRECTLY RELATING TO YOUR ELISTING  YOUR CONDUCT, CREATION, MAINTENANCE,  ANY BEHAVIOUR THAT MAY HAVE AN NEGATIVE EFFECT UPON UMARP OR OPERATION OF YOUR ELISTING (INCLUDING YOUR USE OF ANY SERVICE OFFERING) OR YOUR VIOLATION OF THIS BUSINESS AGREEMENT, AND YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US, WITHOUT LIMITATION, OUR CUSTOMERS,  OUR AFFILIATES AND LICENSORS, AND OUR AND THEIR WITHOUT LIMITATION, RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) RELATING TO (A) YOUR ELISTINGS OR ANY MATERIALS THAT APPEAR ON YOUR ELISTINGS, INCLUDING THE COMBINATION OF YOUR ELISTINGS OR THOSE MATERIALS WITH OTHER UNAUTHORIZED AND/OR AUTHORIZED APPLICATIONS, CONTENT, OR PROCESSES, (B) THE USE,  WITHOUT LIMITATION, CONTENT DEVELOPMENT, IMAGES, MANUFACTURE, PRODUCTION, ADVERTISING, PROMOTION, OR MARKETING OF YOUR ELISTINGS OR ANY MATERIALS THAT APPEAR ON OR WITHIN YOUR ELISTINGS, (C) YOUR USE OF ANY SERVICE OFFERING, WHETHER OR NOT SUCH USE IS AUTHORIZED BY OR VIOLATES THIS  BUSINESS AGREEMENT OR APPLICABLE LAW, (D) YOUR VIOLATION OF ANY TERM OR CONDITION OF THIS BUSINESS AGREEMENT (INCLUDING ANY UMARP POLICIES), (E) YOUR TAXES AND DUTIES OR THE COLLECTION, PAYMENT, OR FAILURE TO COLLECT OR PAY YOUR TAXES OR DUTIES, OR THE FAILURE TO MEET TAX REGISTRATION OBLIGATIONS OR DUTIES, OR (F) YOUR OR YOUR EMPLOYEES’ OR CONTRACTORS’ NEGLIGENCE OR WILLFUL MISCONDUCT. WE WITHOUT LIMITATIONS, OUR CUSTOMERS, ANY THIRD PARTY AND/OR OUR NOMINEE MAY TAKE LEGAL ACTION AND PERFORM ANY PROCEDURAL ACT ON BEHALF OF ANY UMARP PARTY, INCLUDING THROUGH SPECIAL MANDATE, TO EXERCISE OR DEFEND A LEGAL CLAIM OR FOR THE PROTECTION OF RIGHTS, INCLUDING FOR THE PURPOSE OF ENFORCING THIS SECTION.

Disclaimers

 THE UMARP SITE, ELISTINGS, DIRECTORY AND MARP CORP LTD ANY PRODUCTS AND SERVICES OFFERED ON THE UMARP SITE, ANY WITHOUT LIMITATIONS,  CONTENT, THE PRODUCT/SERVICE ADVERTISING , OUR AND  DOMAIN NAMES, TRADEMARKS AND LOGOS (INCLUDING THE UMARP MARKS), AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INTELLECTUAL PROPERTY RIGHTS, INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US  OR OUR LICENSORS IN CONNECTION WITH UMARP’S SMART SERVICES  (COLLECTIVELY THE “SERVICE OFFERINGS”) ARE PROVIDED “AS IS” AND “AS AVAILABLE”.  WE  WILL NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICE OFFERINGS. WE OR LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF ANY LAW, CUSTOM, COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR  LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS.  WE  WILL NOT BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, VIRUSES, MALICIOUS SOFTWARE, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE SERVICE OFFERINGS WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS BUSINESS AGREEMENT. FURTHER,  WE WILL  NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (A) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (B) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH YOURACCOUNT OR WITH YOUR ELISTINGS, OR (C) ANY TERMINATION OR SUSPENSION OF YOUR PARTICIPATION IN UMARP’S DIRECTORY.

Governing Law and Disputes

Any dispute relating in any way  with Umarp’s  site, services, elisitng and/or Directory  and Marp Corp Ltd or this Business Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement, or your relationship with us  will be subject to the governing law and disputes provision for the applicable Umarp Site  and Marp Corp Ltd

Any dispute relating in any way to Umarp’s  site, services, elisitng and/or Directory  and Marp Corp Ltd or this Business  Agreement will be resolved by binding arbitration, with no recourse to the courts of England. The London Courts of international arbitration and LCIA rules without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and us.

Any dispute arising out of or in connection with this Business Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be only one. The seat, or legal place, of arbitration shall be London The language to be used in the arbitral proceedings shall be English . The governing law of the Business Agreement shall be the substantive law of  England.

If the dispute is not settled by mediation within 30 days of the appointment of the mediator, or such further period as the parties shall agree in writing, the dispute shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause.

The  decision of the mediator  shall be final and binding and there will be no appeal therefrom.  The cost of arbitration, including but not limited to the fees of the arbitrators and attorneys, shall be borne by the losing party. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

Notwithstanding anything to the contrary in this Agreement, we may seek injunctive or other relief in any country or national court of any nation competent jurisdiction for any actual or alleged infringement of our or any other person or entity’s intellectual property or proprietary rights. You further acknowledge and agree that our rights in the Umarp’s  site, services, elisitng and/or Directory  and Marp Corp Ltd are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages.

Entire Agreement

Entire Agreement  This Agreement incorporates all the business terms and Conditions and you agree to comply with, the most up-to-date version of all policies, appendices, specifications, guidelines, Exhibits, and other rules referenced in this Agreement and any other policies that apply to tools, subprograms, and features made available to you under Umarp Directory , including any updates of any Policies from time to time. In the event of any conflict between this Agreement and the terms of use, this business agreement  shall  supersede  any Program Policy. There are no promises, terms, conditions, or obligations other than those set forth herein, and this Agreement shall supersede any and all previous communication, representations or agreements either verbal or written between you and Umarp director Whenever used in this Agreement, the terms “include(s)”, “including”, and “for example” are used and intended without limitation.