GENERAL TERMS AND CONDITIONS FOR VENUES

These Terms and Conditions were last updated on the following date: 24 Jan 2019

INTRODUCTION

These terms specify the conditions for the relationship between Universal Avenue and Venues that use Universal Avenue’s Platform to purchase Brand Products for its businesses.

Please read these terms carefully. By entering into the Agreement, you confirm that you have read, understand and agree to be bound by these terms and conditions. You also confirm that you, if you agree to these terms on behalf of an entity, have the authority to agree to all of the terms set forth herein on behalf of such entity.

These terms do not apply to U.S. based Venues or Venues that otherwise may be subject to U.S. state or federal law.

DEFINITIONS

The following terms shall have the following meanings:

  • ”Agreement” means the agreement entered into between Universal Avenue and a Venue outlining the specific details of the purchase of Brand Products;
  • “Brand(s)” means companies and/or businesses making their Brand Products available for sale via the Platform;
  • "Brand Product(s)” mean services and/or products offered by a Brand and presented on the Platform;
  • “GDPR” means Regulation (EU) 2016/679 of the European parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation);
  • “General Terms and Conditions for Venues” means these general terms and conditions available on the Platform;
  • “Platform” means Universal Avenue’s software platform as made available through Universal Avenue’s website located at www.universalavenue.com and at any other domain owned or otherwise controlled by Universal Avenue, and Universal Avenue’s mobile application;
  • “Platform Content” means all content on the Platform, including but not limited to designs, text, script, graphics, trademarks, service marks, tradenames, logos, page headers, button icons, pictures, video, information, applications, software, music, sound and other files, and their selection and arrangement;
  • “Price(s)” means the price(s) paid by Venues for Brand Products;
  • “Third Party Applications, Software or Content”means content on the Platform in the form of links to Third Party Sites, articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties;
  • “Third Party Sites” means other websites than www.universalavenue.com or any other domain owned or otherwise controlled by Universal Avenue;
  • ”Universal Avenue” or “we”/”us” means Universal Avenue AB and its corporate affiliates;
  • “User Content” means photos, profiles, images, messages, notes, text, data, feedback, context, information, music, video,advertisements, listings, and other content that a user of the Platform posts on or through the Platform or third-party platforms integrated in the Platform from time to time, or transmit to or share with other users;
  • “Venue(s)” or “you” means primarily, but not exclusively, small and medium sized businesses who are or may become customers of Universal Avenue and/or the Brand, as applicable.

THE UNIVERSAL AVENUE PLATFORM

Creating an account

The Platform is a technology platform that connects Brands with Venues. In order for a Venue to be able to use and/or obtain access to the Platform and the Brand Products, you must register and create an account profile. To register an account, you must be, and hereby represent, that you are either a legal entity or an individual of eighteen (18) years of age or older (or have otherwise reached the age of majority in the jurisdiction in which you will conduct business) and can form legally binding contracts. In order to create your account, it is necessary to provide certain personal information, including but not limited to, your name and your contact information. It is also necessary to provide your company information, which may include but is not limited to, company name, company information, contact information and billing information.

When creating your account, you represent and warrant that you will use the Platform in a manner that complies with these terms and conditions and all applicable laws and regulations.

Usernames and passwords

When you register for an account, you will be asked to choose a username and password for the account. You can change the password for the account at any time. You are entirely responsible for safeguarding and maintaining the confidentiality of your account username and password. You authorize Universal Avenue to assume that any person using the Platform with your username and password, is either you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your account or any unauthorized access to your password or the password of any user of your account. You further agree not to use any username, or password of another user of the Platform that you are not authorized to use, and not to allow others who are not authorized to do so to use your account at any time.

Rules of Conduct

It is important for us that all users of the Platform are able to use the Platform in a safe and secure manner. For these purposes, there are certain rules of conduct that apply to all users of the Platform. You may not use the Platform for any purposes that:

invades any person’s or entity’s privacy or other rights;

impersonates any person or entity, including but not limited to any employee or representative of Universal Avenue; or

could otherwise reasonably be deemed or viewed to be unethical, illegal or offensive (including but not limited to harvesting or collecting email addresses; using the Platform in a way that may overburden or impair the Platform; sending unsolicited communication, such as spam, junk mail and chain letters; collecting information through automated scripts; or uploading offensive content or posting content that could constitute, encourage or provide instructions for a criminal offense, spreading viruses or malware).

Universal Avenue has the right to prevent or suspend a Venue from using the Platform if Universal Avenue considers that the Venue has not complied with any part of these General Terms and Conditions for Venues, the Agreement or any applicable law.

User Content posted on the Platform

You are solely responsible for User Content. You may not post User Content on the Platform that you did not create or that you do not have permission to post. Universal Avenue may, but is not obligated to, review the Platform and may delete or remove (without notice) any and all Platform Content or User Content in its sole discretion, for any reason or no reason. You are solely responsible at your sole cost and expense for creating backup copies and replacing any User Content you post on the Platform or provide to Universal Avenue.

When you post User Content on the Platform, you authorize and direct us to make such copies thereof as we deem necessary in order to facilitate the posting and storage of the User Content on the Platform. By posting User Content on any part of the Platform, you automatically grant, and you represent and warrant that you have the right to grant, to Universal Avenue an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose on or in connection with the Platform or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. You may remove your User Content from the Platform at any time. If you choose to remove your User Content, the license granted above will automatically expire, however you acknowledge that Universal Avenue may retain archived copies of your User Content. Universal Avenue is not responsible for any deletion of User Content that may be carried out by Universal Avenue’s subcontractors.

BRAND PRODUCTS AND PAYMENT

Brand Products

The Brand Product(s) purchased in each case, and the details in connection therewith, shall be specified in the Agreement.

Brand Products that Venues may purchase via the Platform are promoted through separate agreements with Brands. Each Brand is responsible and liable for the fact that their respective Brand Products shall comply with the service or product description and that each individual Brand Product shall meet any and all specific warranties relating to such Brand Product. Further, each Brand is responsible and liable for any and all requirements imposed on their respective Brand Products, such as security, health and environment requirements. Each Brand is also responsible and liable for the fact that their respective Brand Products shall not infringe any third-party intellectual property rights or in any other way violate applicable law, standards and practices. If you suspect that a Brand Product suffers some such irregularities as mentioned in the foregoing, please send a written notification of the irregularities to Universal Avenue.

Please note that the Brands may have policies that differ from Universal Avenue’s terms and conditions. Please see the applicable Brand's policies for any other terms and conditions that may apply to your purchase of Brand Products. The Brand will always be responsible for delivery of physical Brand Products to the Venue at the delivery address provided to the Brand by Universal Avenue. Universal Avenue is not responsible or liable for any risk in relation to the transportation of any physical Brand Products purchased by Venues.

Prices and Payment

Applicable Prices are available on the Platform, unless specific pricing or discounts has been agreed in the Agreement.

Universal Avenue reserves the rights to change the Prices by giving three (3) months prior notice. Any changes made to the Prices shall immediately be posted on the Platform, marked with the effective date of the changes.

All Prices, fees and sums are expressed exclusive of value added tax (VAT), unless otherwise specified.

Universal Avenue offers the following payment alternatives:

Invoice with fifteen (15) days term of payment from the date of the invoice.

Any other payment form as decided from time to time by Universal Avenue.

If the Venue is overdue with any payment due under the Agreement, Universal Avenue may request interest on the overdue amount at a monthly rate of 1.5 percent, or the maximum permitted by law, whichever is lower, plus all expenses of collection.

A Venue that has been prevented or suspended from using the Platform under these General Terms and Conditions for Venues is not entitled to any refund of prepaid fees or sums.

INTELLECTUAL PROPERTY RIGHTS

All Intellectual Property Rights shall remain with the respective party, and no rights of ownership or use of Intellectual Property Rights, whatsoever, are transferred or granted under any circumstances under the Agreement or these General Terms and Conditions for Venues unless specifically agreed upon in writing.

During the term of the Agreement, Universal Avenue grants to the Venue a royalty-free, limited, non-exclusive, non-transferable and revocable right to use the Platform for the purposes of the Agreement and these General Terms and Conditions for Venues. This license is revocable at any time without notice and with or without cause.

The Platform Content is protected by copyright, trademark and other laws of Sweden and foreign countries. You acknowledge and agree that the Platform Content and all associated intellectual property rights are the exclusive property of Universal Avenue, its licensors or the Brands. No Platform Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without Universal Avenue’s prior written permission.

Any use of the Platform or Platform Content´ other than as specifically authorized herein, without the prior written permission of Universal Avenue, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws.

COPYRIGHT COMPLAINTS

We respect the intellectual property rights of others and we prohibit users from posting or otherwise transmitting on the Platform materials that violate another party's intellectual property rights. If you believe that any material on the Platform infringes upon any copyright that you own or control, please send a written notification of such infringement to us.

THIRD PARTY WEBSITES AND CONTENT

The Platform contains (or you may be sent through the Platform) links to Third Party Sites as well as Third Party Applications, Software or Content. Such Third Party Sites and Third Party Applications, Software or Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through the Platform or any Third Party Applications, Software or Content posted on, available through or installed from the Platform, including without limitation the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Applications, Software or Content. Inclusion of, linking to or permitting the use or installation of any Third Party Site or any Third Party Applications, Software or Content does not imply approval or endorsement thereof by Universal Avenue.

If you decide to leave the Platform and access the Third Party Sites or to use or install any Third Party Applications, Software or Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Platform or relating to any applications you use or install from the Platform.

USER DISPUTES

You are solely responsible for your interactions with other users of the Platform. We reserve the right, but have no obligation, to monitor disputes between you and other users.

DATA PROTECTION

Universal Avenue cares about privacy and protecting the personal data being processed in relation to the use of the Platform. All personal data is processed in accordance with applicable data protection legislation, including any data protection authorities’ orders and guidelines.

In respect of the Agreement and these General Terms and Conditions for Venues, Universal Avenue is the data controller – as defined in GDPR – of and is as such liable for the processing of your personal data provided by the Venue and/or obtained otherwise by Universal Avenue. The legal bases for processing personal data under the Agreement and these General Terms and Conditions for Venues is the fulfilment of Universal Avenue’s contractual obligations and a balancing of interests where data may be processed based on Universal Avenue’s legitimate interests. The purpose of the processing of personal data is to fulfil Universal Avenue’s contractual obligations, safeguard Venues’ interest and administrate Universal Avenue’s relationships with the Venues.

For more information, see our Privacy Policy available at www.universalavenue.com/legal/privacy-policy. If you have any questions regarding personal data, please send an e-mail to privacy@universalavenue.com.

DISCLAIMERS

Universal Avenue is not responsible or liable in any manner for any User Content or Third Party Applications, Software or Content posted on the Platform, whether posted or caused by users of the Platform, by Universal Avenue, by third parties or by any of the equipment or programming associated with or utilized in the Platform. Although we provide rules for user conduct and postings, we do not control and are not responsible for what users post, transmit or share on the Platform and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Platform or in connection with any User Content or Third Party Applications, Software or Content. Universal Avenue is not responsible for the conduct, whether online or offline, of any user of the Platform.

Universal Avenue will make reasonable efforts to keep the Platform operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions, and the Platform, which may therefore be temporarily unavailable from time to time for maintenance or other reasons. You understand and agree that Universal Avenue has no obligation to maintain, support, upgrade, or update the Platform, or to provide all or any specific content through the Platform. Further, Universal Avenue assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user communications.

Universal Avenue is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any site or combination thereof, including injury or damage to user's or to any other person's computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the web and/or in connection with the Platform, including without limitation any mobile client software.

NO WARRANTIES

Brand Products

Universal Avenue does not represent or warrant any improvements, results in, or effect on, Venues’ businesses, be it monetary or in goodwill, or merchantability or fitness for particular purposes, by purchasing Brand Products or otherwise using the Platform.

Platform

We endeavour to provide the best Platform we can, but you understand and agree that the Platform is provided "as-is" and Universal Avenue disclaims any and all representations and warranties, whether express or implied, including without limitation implied warranties of title, merchantability, fitness for a particular purpose or non-infringement.

You use the Platform at your own risk. Universal Avenue cannot guarantee and does not promise any specific results from use of the Platform. Universal Avenue does not represent or warrant that software, content or materials on the Platform are accurate, complete, reliable, current or error-free or that the Platform or Brand Products, where applicable, are free of viruses or other harmful components. Therefore, you should exercise caution in the use and downloading of any such software, content or materials and use industry-recognized software to detect and disinfect viruses.

Universal Avenue reserves the right to change any and all content, software and other items used or contained in the Platform at any time without notice. Reference to any Brand Products, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by Universal Avenue.

LIMITATION OF LIABILITY

You agree that, to the extent permitted by applicable law, your sole and exclusive remedy for any problems or dissatisfaction with the Platform is to stop using the Platform. In no event will Universal Avenue or its directors, employees, shareholders or agents be liable to you or any third person for any indirect, consequential, exemplary, incidental, special or punitive damages, including for any lost profits or lost data arising from your use of the Platform, even if Universal Avenue is aware or has been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, Universal Avenue’s liability to you for any cause whatsoever, and regardless of the form of the action, will at all times be limited to an amount equal to fifty (50) percent of the annual fees paid under the Agreement to Universal Avenue during the past twelve (12) months prior to the act or omission giving rise to the claim(s). This limitation of liability is cumulative and not per incident (i.e. the existence of two or more claims will not enlarge this limit).

Nothing in these General Terms and Conditions for Venues removes or limits our liability for fraud, fraudulent misrepresentation, death or personal injury caused by our negligence. Some aspects of this section may not be allowed according to the laws of some jurisdictions. If these laws apply to you, some or all of the above limitations may not apply to you.

INDEMNITY

You agree to indemnify and hold Universal Avenue, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney's fees, arising out of or in connection with any User Content or software you post or share on or through the Platform, your use of the Platform, conduct with other users of the Platform, or any violation of these General Terms and Conditions for Venues or the Agreement or of any law or the rights of any third party.

TERMINATION

Notwithstanding anything to the contrary in the Agreement and without limiting its other rights or remedies, Universal Avenue has the right to terminate the Agreement with immediate effect at any time, and the Venue may terminate the Agreement immediately in the event that Universal Avenue is in material breach, has been given a notice of breach, and has failed to cure within thirty (30) days of that notice, or if Universal Avenue should enter into liquidation, becomes insolvent or is declared bankrupt.

MISCELLANEOUS

Entire agreement: The Agreement and these General Terms and Conditions for Venues, with attachments where applicable, constitute the entire agreement between Universal Avenue and the Venue, and supersede all prior communications, written or oral, between the Parties, except for any specific non-disclosure agreement relating to the subject matter hereof entered into between the Parties.

Order of precedence: In the event that these General Terms and Conditions for Venues are in conflict with the Agreement, these General Terms and Conditions for Venues shall prevail unless otherwise expressly agreed in writing between Universal Avenue and the Venue in the Agreement referring to the clause of these General Terms and Conditions for Venues to be amended. In the event that the Agreement is in conflict with the appendices of the Agreement, the Agreement shall prevail. Any appendices to the Agreement are applied in their numerical order.

Changes or updates: Any variation, including any additional terms and conditions, to the Agreement shall only be binding when agreed in writing and signed by both parties. E-mailed or otherwise digital copies of a Party’s signature will constitute valid and binding originals.

Universal Avenue may change or update these General Terms and Conditions for Venues from time to time, and any such change or update will be set in effect when posting the updated terms on the Platform. In case of major changes to these General Terms and Conditions for Venues, we will provide you with prior notice as appropriate under the circumstances, e.g., by displaying a notice on the Platform or by sending an email. If you do not agree to the changed terms, you should contact us within thirty (30) calendar days of receiving the notice regarding the changed terms. The Venue is not entitled to any refund of prepaid fees and sums if the Venue discontinues the use or access to the Platform or the Brand Products due to changed terms. Venues’ right to terminate the contractual relationship with Universal Avenue is subject to these General Terms and Conditions for Venues and the Agreement.

Force majeure: Neither party shall be liable to the other as a result of any delay or failure to perform its obligations under the Agreement and these General Terms and Conditions for Venues if and to the extent such delay or failure is caused by an event or circumstance which is beyond the reasonable control of that party which by its nature could not have been foreseen by such a party or if it could have been foreseen was unavoidable.

Waiver and cumulative remedies: A waiver of any right under the Agreement or these General Terms and Conditions for Venues is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Agreement or these General Terms and Conditions for Venues or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

Unless specifically provided otherwise, rights arising under the Agreement or these General Terms and Conditions for Venues are cumulative and do not exclude rights provided by law.

Severance: If a court or any other competent authority finds that any provision (or part of any provision) of the Agreement or these General Terms and Conditions for Venues is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Agreement and these General Terms and Conditions for Venues shall not be affected.

If any invalid, unenforceable or illegal provision of the Agreement or these General Terms and Conditions for Venues would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

Assignability: The Agreement and these General Terms and Conditions for Venues are not transferable or assignable without prior written consent of the non-assigning Party.

Consequences of termination: Clauses which expressly or by implication have effect after termination (e.g. confidentiality, non-competition) shall continue in full force and effect.

GOVERNING LAW AND DISPUTE RESOLUTION

The Agreement and these General Terms and Conditions for Venues shall be governed by the substantive law of Sweden without giving effect to its rules in conflict of law. Any dispute, controversy or claim arising out of or in connection with the Agreement or these General Terms of Conditions for Venues, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Stockholm. The language to be used in the arbitral proceedings shall be English or Swedish.


QUESTIONS

Please contact legal@universalavenue.com for more information.