1. ACKNOWLEDGEMENT AND ACCEPTANCE OF TERMS OF SERVICE
The UDX Network Service ("Service"), owned and operated by UDX Network ("UDX"), is provided to you ("Member") under the terms and conditions of these UDX Terms of Service ("UTOS"), as amended by UDX from time-to-time as set forth herein, and any operating rules and policies that may be published by UDX. The UTOS comprises the entire agreement between Member and UDX and supersedes all prior agreements between the parties regarding the subject mater contained herein. BY CLICKING THE "I ACCEPT AND SUBMIT" BUTTON, YOU ARE INDICATING YOUR AGREEMENT TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THE UTOS.
2. DESCRIPTION OF SERVICE
By completing the registration for the Service, Member creates a Service account. Specific functions of the Service will depend on the service package chosen by Member.
Member must: (1) supply information required to set up his account; and (2) provide for own access to the World Wide Web and pay any telephone service fees associated with such access. If any information provided by Member is inaccurate, UDX retains the right to terminate Member's membership and right to use the Service.
3. MEMBER REPRESENTATIONS
Member affirms, for any supplied URL in the Service through his account, that he is the legal owner of the URL, an employee of the legal owner of the domain with consent to use the Service or has otherwise obtained express written consent from the legal owner of the domain. Member expressly agrees to indemnify UDX from any claims by a third party arising from use of the Service.
4. PUBLICATION
Member agrees to the publication and display of member's company data on the internet and any addendum medium. The member's company data will be processed and saved electronically. Member understands that operation of the Service may involve repeated access to any URL submitted.
5. COMPENSATION FOR SERVICE
In consideration of this Service, Member agrees to pay UDX a nonrefundable subscription fee. Subscription fees are dependent upon the Service package selected.
Unless prior written arrangement has been made between Member and UDX, Member shall be billed at the beginning of each subscription period. Bills are due within 14 days of posting and must be setlled in the specified currency on the invoice.
6. DISCLAIMER OF WARRANTIES
MEMBER EXPRESSLY AGREES THAT USE OF THE SERVICE OR ANY COMPLIMENTARY SERVICES PROVIDED BY UDX IS AT MEMBER'S SOLE RISK. THE SERVICE AND ANY COMPLIMENTARY SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. UDX EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT OF PROPRIETARY RIGHTS.
UDX MAKES NO WARRANTY THAT THE SERVICE OR COMPLIMENTARY SERVICES WILL MEET YOUR REQUIREMENTS; OR THAT THE SERVICE OR COMPLIMENTARY SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES UDX MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE OR COMPLIMENTARY SERVICES; OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE OR COMPLIMENTARY SERVICES; OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED.
NO INFORMATION OBTAINED FROM UDX OR FROM THE SERVICE OR COMPLIMENTARY SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE UTOS.
7. MEMBER ACCOUNT, PASSWORD, AND SECURITY
Member may be asked at any time by UDX to select an account name and password. Member is entirely responsible if Member does not maintain the confidentiality of the password or account. If Member learns that this password has been compromised, Member must notify UDX immediately.
8. MODIFICATIONS TO TERMS OF SERVICE
UDX reserves the right to modify the terms and conditions of the UTOS at any time. If you do not agree to be bound by any changes, you must terminate your use of the Service in accordance with Section 11.
9. MODIFICATIONS TO SERVICE
UDX reserves the right to modify or discontinue the Service with or without prior notice to Member. UDX shall not be liable to Member or any third party should UDX exercise its right to modify or discontinue the Service.
10. COMPLEMENTARY SERVICE
UDX offers from time to time Complementary Services free of charge to Member. UDX reserves the right to modify or discontinue the Complementary Services with or without prior notice to Member. UDX shall not be liable to Member or any third part should UDX exercise its right to modify or discontinue the Complimentary Services. No subscription refunds shall be given upon discontinuation of any Complementary Service.
11. TERMINATION
Either Member or UDX may terminate the Service with or without cause at any time. Should Member object to any terms and conditions of the UTOS or any subsequent modifications hereto or become dissatisfied with the Service in any way, Member's only recourse is to immediately: (1) discontinue use of the Service; (2) terminate Service membership; and (3) notify UDX of termination.
Upon termination of the Service, Member's right to use the Service immediately ceases. Member shall have no right and UDX shall have no obligation thereafter to forward any services associated with Member's account. Upon termination of the Service, Member remains liable for all subscription fees. In no event shall Member be entitled to a refund of subscription fees or any portion thereof. The Service is prolonged by a further year, if no cancellation notice is given by registered mail, at the latest, 6 weeks before subscription 's expiry. UDX shall not be liable to Member or any third party for termination of the Service.
12. SUSPENSION OF SERVICE
UDX reserves the right to suspend the Service with or without cause at any time and effective immediately. Suspension will be accompanied by notice on the website of UDX written or email notice sent to the Point of Contact listed in Member's account information.
13. NO RESALE OF SERVICE
Member's right to use the Service is personal to Member. Member may be an individual, a corporation, or other legal entity. Member agrees not to resell or make any commercial use of the Service or to assign any rights under this UTOS without the express written consent of UDX.
14. LIMITATION OF LIABILITY
UDX SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGE RESULTING FROM THE USE OF THE SERVICE OR THE INABILITY TO USE THE SERVICE OR FOR COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR RESULTING FROM UNAUTHORIZED USE OF THE MEMBER'S ACCOUNT OR ACCOUNT INFORMATION OR DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE LOSSES. UNDER NO CIRCUMSTANCES SHALL UDX'S TOTAL LIABILITY PERTAINING TO THE SERVICE, WHETHER IN TORT, CONTRACT OR OTHERWISE, EXCEED THE SUBSCRIPTION FEES PAID BY MEMBER HEREUNDER.
15. INDEMNIFICATION
Member agrees to indemnify and hold UDX, its officers, employees and supporting contractors, harmless from any claim or demand, including attorney's fees, made by any third party due to or arising out of Member's use of the Service, the violation of this UTOS by Member, or the infringement by Member, or other user of the Service using Member's computer, of any property or other right of any person or entity.
16. PROPRIETARY OF RIGHTS TO CONTENT
Member acknowledges that the Service and its content, including but not limited to text, software, graphics or other material presented to Member as part of the Service ("Content") by UDX, is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws; therefore, Member is only permitted to use this Content as expressly authorized by UDX. Member may not copy, reproduce, distribute, or create derivative works from this Content without written authorization from UDX.
17. LAWS
The UTOS shall be governed by and construed in accordance with the laws of The Netherlands. Member and UDX agree to submit to the exclusive jurisdiction of Almere, The Netherlands.
If any provision of the UTOS is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect.
UDX's failure to exercise or enforce any right or provision of the UTOS shall not constitute a waiver of such right or provision unless acknowledged and agreed to by UDX in writing. The prevailing party shall be entitled to recover its reasonable attorneys' fees and costs arising from any action to enforce or arising out of this UTOS.
Member and UDX agree that any cause of action arising out of or related to this Service must be filed in the Court of Almere, The Netherlands within six (6) months after the cause of action accrues; otherwise it is agreed that such cause of action is permanently waived and the parties charged shall be forever released of all liability.
The section titles of the UTOS are solely used for convenience of the parties and have no legal or contractual significance.