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Terms

Date: 14 May 2022

 

Terms of Use of UNIPLAT [and UNIPLAT Payment service]

 

Version 1.0.2

 

The Terms of Use were last amended on 14 May 2022.

 

  1. Preamble

These Terms of Use govern the relationship between you (“User”) and Unify Platform AG, Grafenauweg 7, 6300 Zug, Switzerland (“Unify”), together the “Parties”, with respect to your use of our Platform (“UNIPLAT”), the application UNIPLAT Pay (“UNIPLAT Pay”) and the content and services available on the UNIPLAT (“Services”).

 

By registering as a User, entering UNIPLAT Pay or UNIPLAT and/or using the Services you agree to be bound by these Terms of Use.

 

These Terms of Use form the entire agreement between the User and Unify regarding UNIPLAT, UNIPLAT Pay and all the Services provided.

 

Definitions

Data” means all data, Personal Data that is processed by Unify in accordance with these Terms of Use.

 

Data Protection Act” means the Swiss Federal Act on Data Protection (FADP) which aims to protect the privacy and the fundamental rights of natural persons and legal entities when their data is processed.

 

Emergency Measures” means the suspension of UNIPLAT Pay and its functioning, as well as the irreversible shutdown of UNIPLAT.

 

External Provider” means independent, third-party service providers, such as payment and identity verification provider, wallet provider, software provider, KYC and AML provider, etc. that are engaged by Unify to provide User with UNIPLAT Pay, UNIPLAT and/or its Services and User Content.

 

“Facilitator” means a type of Users, that are universities and companies.

 

FIAT” means a national currency usually issued by a country’s government or central bank.

 

Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected, including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, exploits of Ethereum consensus nodes, and byzantine attacks on the Ethereum consensus nodes, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, epidemics, pandemics, disasters, explosions, fires, floods, riots, terrorist attacks and wars.

 

GDPR”: means the General Data Protection 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.

 

Intellectual Property Rights” means all intellectual properties (e.g., trademarks, patents, domain names, designs, trade secrets, copyright works, software programs, databases)– whether registered or not – including the right to apply for a registration and/or a pending registration in any jurisdiction.

 

Personal Data” means any information relating to an identified or identifiable natural person (data subject); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person;

 

Privacy Policy” means the Privacy Policy of Unify which governs the processing of the Data by Unify. The Privacy Policy is accessible via the following link: [https://uniplat.social/privacy].

 

Researchers” means Users who join UNIPLAT to promote their research and ideas on the UNIPLAT.

 

Services” means any content and services provided by Unify to the User; including services available for Users to other Users within UNIPLAT as set forth in these Terms of Use.

 

Smart Contract” means the ERC-20 smart contract Unify has deployed on the Ethereum blockchain.

 

Software-as-a-Service (SaaS)” refers to the sales model used by Unify to provide the User with access to the UNIPLAT and to make the Services available.

 

“Supporter” means Users who join UNIPLAT to consume the User Content, donate with UNIPLAT Pay and use the Services within UNIPLAT.

 

"UNIPLAT Content" means all texts, videos, images, logos, ideas, data and other content made available to the User and the Users by Unify via UNIPLAT, UNIPLAT Pay.

 

UNIPLAT Pay” UNIPLAT Pay is a generic term for services provided by UNIPLAT using cryptographic assets. Blockchain-based assets that can be handled within UNIPLAT will serve as a means for UNIPLAT to make donations from supporters to the Institute.

 

UNIPLAT” means the online media platform that provides Services and content and attempts to resolve inequality and poverty by sharing knowledge for Researchers. The UNIPLAT is operated by Unify as a SaaS solution.

 

"UNIPLAT Technology" means the Intellectual Property Rights of Unify in UNIPLAT, UNIPLAT Pay and the Services that are licensed to the User as part of the Services as further described herein.

 

User” means the User, as defined in the Preamble above, and regardless of whether the User qualifies as a Researcher, Facilitator Account or Supporter.

 

User Account” means the registration of a User as member with Unify resulting in the account that enables the User to access UNIPLAT.

 

User Content” means all texts, videos, images, logos, ideas, research, data and other content made available by Researchers and Facilitators, to other Users via UNIPLAT.

 

User Wallet” means the non-custodial blockchain wallet created and controlled by a specific User of UNIPLAT.

 

Website” means the website [https://uniplat.social].

 

Registration and Access to UNIPLAT and UNIPLAT Pay

Registration (User Account)

Access to UNIPLAT is granted to any User that creates a User Account and successfully passes the onboarding procedure, identity verification and KYC/AML examination.

 

To create a User Account, every User must access Unify registration webpage. The User must create a User Account and a UNIPLAT Pay, providing a username and define a personal password. The Data provided by the User will be processed and used in line with the Privacy Policy of Unify.

 

Unify may decline every applicant and/or User for any reason whatsoever, at any time and without providing reasons. Unify further reserves its right to request additional Personal Data from the User (e.g., KYC/AML data) also after the creation of a User Account. If the User does not provide such additional Personal Data at Unify’s request, Unify has the right to disable the User’s access to UNIPLAT and the Services and User Content that are provided thereon.

 

User Wallet

In order to use UNIPLAT Pay for donations, users must have a user wallet that can hold the Ethereum blockchain.

 

Unify does not provide any wallet or custody services. The access information to the User Wallet (e.g., private and public keys) will be stored on the personal device of the User and only the User will be able to access and control these assets (non-custodial wallet). Unify has neither access to nor stores any private keys on its own devices, servers and will therefore have no access to any of the cryptocurrency held in the User Wallet.

 

Unify does not assume or accept any liability or responsibility for any losses, misuses, damages or third-party claims, irrespective of the legal basis of such losses, misuses, damages or claims, that may be suffered by or directed at the User as a result of the loss of access to the User Wallet and cryptocurrency held thereon.

 

Security

The User accesses UNIPLAT or use UNIPLAT Pay as a browser-app or mobile application on his personal device. Therefore, security and integrity of the Data depends largely on the technical integrity of the User’s personal device, User’s internet connection, and User’s security system. Unify assumes no liability for damages in connection with any disclosure, theft, loss, misuse or third-party manipulation of Data that is attributable to a compromise of the User’s personal device regardless of whether UNIPLAT or UNIPLAT Pay had been visited by browser-app or mobile application.

 

Every User is solely responsible for the security of its User Account, the security of its password, the security, content and private key of its User Wallet and the associated login data. The User shall not disclose or transfer login data to third parties and shall take the necessary precautions to prevent the use of its User Account and User Wallet by unauthorized persons. Unify is not liable for any loss, misuse, theft, or damages arising out of the User Account, User Wallet and/or are related to its use within UNIPLAT/UNIPLAT Pay. The User agrees to be responsible for User’s own conduct and all conduct under User’s Account and User’s Wallet.

 

UNIPLAT, UNIPLAT Pay and Services

Amendments and Access Restrictions

If the User exceeds the usage rights under these Terms of Use or does not accept the Terms of Use as amended by Unify occasionally, Unify is entitled to suspend or refuse the access to UNIPLAT and/or UNIPLAT Pay immediately.

 

Access can be suspended, disabled or denied by Unify if User fails to comply with regulatory requirements necessary for Unify or third-party providers to provide UNIPLAT.

 

Fees

UNIFY will charge Users for donations through UNIPLAT Pay and for the provision of UNIPLAT and its services in general.

 

Unify reserves the right to change the Fees charged to Users at any time and may vary the Fee amount dependent on the usage of UNIPLAT by a User, the role of a User or further parameters.

 

Additional Fees such as gas fees payable in Ether may arise for and/or charged to Users and may be paid by Users.

 

External Providers

To provide UNIPLAT, UNIPLAT Pay and/or the Services, Unify can engage and involve External Providers that are independent from Unify. Unify reserves the right to change and terminate such involved External Providers at any time and without notice to Users. User hereby agrees that such engagement and involvement by these External Providers is acceptable.

 

The User acknowledges and accepts that by using UNIPLAT and UNIPLAT Pay, the User enters into or may be requested to enter into a separate contractual relationship with such External Providers. Such contractual relationships and pre-contractual relationships are not covered by these Terms of Use and subject to the terms and conditions, the data privacy statements of and regulations of such External Providers. User is aware that User is fully and solely responsible to comply with such terms.

 

Within the limits of mandatory laws, Unify is not liable or responsible for any costs, damages or claims arising out of or are related to such relationships between User and External Providers or other third-party service providers.

 

As part of UNIPLAT, UNIPLAT Pay and/or the Services, Unify may from time to time include computer software supplied by third parties which is utilized by permission of the respective licensors and/or copyright holders on the terms provided by such parties. Unify expressly disclaims any warranty or other assurance to User regarding such third-party software.

 

Use of UNIPLAT

Intellectual Property Rights regarding UNIPLAT Content and UNIPLAT Technology

Any and all Intellectual Property Rights to the UNIPLAT Content and the UNIPLAT Technology, remain with Unify and is provided to the User solely for the purpose of using the Services. Any use of the UNIPLAT Content and UNIPLAT Technology beyond this purpose constitutes a material breach of these Terms of Use as well as an infringement of the Unify’s Intellectual Property Rights.

 

Unify grants the User a limited, non-exclusive, non-transferable, non-assignable and non-sublicensable right to use and to access UNIPLAT Content and the UNIPLAT Technology and make use of the Services and the connected software during the term of this agreement (Terms of Use). The User is aware and acknowledges that usage rights granted hereunder do not result in any transfer or assignment of Intellectual Property Rights to the User and is subject to the following restrictions to protect the UNIPLAT Technology, UNIPLAT Content and the Intellectual Property Rights of Unify:

 

The User acknowledges the comprehensive ownership of UNIPLAT Technology and UNIPLAT Content by Unify and hereby irrevocably waives any and all rights to contest the existence and scope of such rights.

 

Further, the User shall not disclose, reproduce, distribute or otherwise make available to the public the information contained in the UNIPLAT Technology and shall not use UNIPLAT Content and UNIPLAT Technology to conduct, promote or otherwise contribute to criminal, fraudulent or illegal activities.

 

The User may not pass on, transfer or assign usage rights to third parties, in whole or in part, without the express written consent of Unify.

 

The User may use the UNIPLAT Technology only for its personal activities.

 

The User shall not access the source code of the UNIPLAT Technology or modify, decompile, decrypt, extract or otherwise reduce the information contained in the UNIPLAT Technology except as expressly permitted by applicable law.

 

Intellectual Property Rights regarding User Content

Any and all Intellectual Property Rights to the User Content, remain with the respective User (in particular Researcher and Facilitator).

 

In order to enable Unify to operate the Services and provide the User Content to other Users, Unify must obtain from User certain limited license rights to process the User’s Content that is covered by Intellectual Property Rights so that technical actions taken in operating the Services and providing the User Content are not considered legal violations. Copyright laws could prevent Unify from processing, maintaining, storing, backing-up and distributing certain User Content, unless the User gives Unify these rights. Accordingly, by using the Services and uploading User Content, the User is granting Unify a license to display, perform and distribute the User’s Content and to modify (for technical purposes, e.g., making sure User Content is viewable on computers, smartphones and other devices) and reproduce such User Content to enable Unify to operate the Services and to make it available to other Users. The User also agrees that Unify has the right to elect not to accept, post, store, display, publish or transmit any User Content in Unify’s sole discretion.

 

The User agrees that these rights and licenses are royalty free, transferable, sub-licensable, worldwide and irrevocable (for so long as the User’s Content is stored with Unify), and include a right for Unify to make such User Content available to, and pass these rights along to, others with whom Unify has contractual relationships related to the provision of the Services, solely for the purpose of providing such Services, and to otherwise permit access to or disclose the User’s Content to third parties if Unify determines such access is necessary to comply with its legal obligations.

 

Finally, the User understands and agrees that Unify, in performing the required technical steps to provide the Services, may make such changes to the User’s Content as are necessary to conform and adapt that User Content to the technical requirements of connecting networks, devices, services or media.

 

If the User elects to use any third-party service or application that is integrated with Unify (e.g., by External Providers), the User also agrees that the licenses granted to Unify, in the preceding paragraph shall apply to User Content that is submitted or uploaded through or shared with such third-party service, External Provider or application. If the third-party service, External Provider or application the User or Unify elects to use would access or extract User Content, the User grants Unify the right and license to enable third party access to and extraction of the User’s Content.

 

Rules of Conduct

Unify has no knowledge or means to control whether any User Content published on UNIPLAT violates any rights of other Users or third-parties or is illegal under certain jurisdictions. Accordingly, the success and functioning of UNIPLAT relies in the responsibility of every User. Therefore, every User must use UNIPLAT, UNIPLAT Pay and/or its Services and User Content with the necessary diligence, respecting other Users and their rights and User Content. User shall not take any action that infringes rights of other Users or third parties, such as Intellectual Property Rights. The User must further ensure that the User does not infringe, damage or alter in any way UNIPLAT, UNIPLAT Pay and/or the Services or User Content.

 

The User is not entitled to access UNIPLAT, UNIPLAT Pay nor to use its Services and User Content to cause damage, impair or limit their accessibility, usability and availability and may not upload viruses or malicious code or do anything that could disable, overburden, or impair the proper working or appearance of UNIPLAT.

 

The User is not entitled to bypass or block technical or security protection mechanisms of Unify nor carry out or have carried out so-called penetration tests to access UNIPLAT without authorization in order to check the security of UNIPLAT or its Services or UNIPLAT Pay.

 

The User is not entitled to harass, intimidate or bully other Users nor use UNIPLAT Pay, UNIPLAT or its Services and User Content for unlawful, misleading, malicious or criminal actions.

 

The User may not provide access to UNIPLAT to any natural persons or legal entities who are not explicitly authorized to do so under these Terms of Use. The User shall take the necessary precautions to prevent the use of UNIPLAT by unauthorized persons.

 

The User warrants to Unify that whenever the User uploads, downloads or shares any kind of data that the User is acting within the law and has prior consent from any person who could be affiliated or affected to that data and from any person who receives access to that data.

 

User Content on UNIPLAT

A User (in particular Researcher and Facilitator) providing User Content on UNIPLAT represents and warrants to Unify:

 

User has the unfettered legal rights and authority to use, provide, upload, share, distribute, submit, reproduce or otherwise provide his/her User Content to Unify and/or on UNIPLAT and/or to External Providers or third-party service providers.

 

User has the right to grant Unify a non-exclusive, worldwide, irrevocable, royalty-free, sublicensable license to use, reproduce, adapt, publish, translate and distribute the User Content on UNIPLAT, to make use of User Content within the Services and to submit User Content to Unify and/or External Providers.

 

User Content does not damage UNIPLAT, UNIPLAT Pay, Services or other Users.

 

User Content is in line with applicable laws and regulations. User Content is not illegal, abusive, defamatory, offensive or immoral. User Content complies with Unify’s Terms of Use and Privacy Policy.

 

User Content does not infringe third party rights (e.g., intellectual property rights). In case of an infringement of third-party rights, in particular third-party Intellectual Property Rights, User acknowledges and accepts that User is fully liable and responsible for any costs, damages or claims arising out of or related to such infringement of third-party rights. User must fully indemnify Unify.

 

In case Personal Data of other Users are involved, embedded or associated to User Content, the User ensures the compliance with applicable data protection laws and the presence of the prior consent of the respective persons involved. Unify shall not be liable or responsible for costs, damages, misuse, disclosure or claims arising out of or relating to Personal Data contained within User Content or User.

 

The User agrees that all User Content created, transmitted, stored or displayed within UNIPLAT, by Unify by use of the Services or by User in User Account, is User’s sole responsibility as the person who created the User Content, the data or introduced it into the Services and/or UNIPLAT. This applies whether the User Content and data is kept private or shared.

 

Availability of UNIPLAT and User Content

Unify will not, has not, cannot and does not guarantee that UNIPLAT, UNIPLAT Pay, its Services, as well as User Content will be available to the User. Availability may be adjusted, suspended, or ceased by Unify for any reason whatsoever at any time.

 

The User acknowledges and accepts that a variety of Unify’s actions may impair or prevent the User from uploading and/or accessing uploaded User Content, or from using the Services in the same way and/or at certain times, for limited periods or permanently, and agree that Unify has no liability or responsibility as result of any such actions or results, including, without limitation, for the deletion of, or failure to make available to User, any uploaded User Content, data or Services.

 

Every User acknowledges and accepts that Unify reserves the right to restrict, remove or delete User Content on UNIPLAT at any time and for any reason whatsoever without prior notice. The User agrees that Unify shall not be liable to the User or to any third party for any modification, suspension or discontinuance of any part of the User Content.

 

Disclaimer and Risks

The User acknowledges and accepts that the usage of UNIPLAT Pay, UNIPLAT and or its Services and User Content may be associated with certain risks within the responsibility of the User, in particular:

 

Loss of private key

 

Risk of theft, hackers, system errors, data leakage, loss of transactions due to system errors, cyber-attacks, etc.

 

Regulatory risks;

 

Risk of software weaknesses;

 

Any risk due to force majeure.

 

The User understands and acknowledges that the risks listed above are borne exclusively by the User, that the User cannot pass on the consequences of a realization of these risks to Unify or any other third party.

 

Warranties and Liabilities

Limitation of Liability

The User acknowledges and agrees that, to the extent permitted by any applicable law, the User will not hold Unify or any of its affiliates liable for any and all damages or injury whatsoever caused by or related to the use of, or the inability to use UNIPLAT, UNIPLAT Pay, the Services and User Content, under any cause or action whatsoever of any kind in any jurisdiction, including, without limitation, actions for breach of warranty, breach of contract or tort (including negligence).

 

UNIFY WILL NOT BE LIABLE TO USER OR ANY PERSON FOR ANY DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS OF USE, WHETHER IN CONTRACT, WARRANTY, TORT – INCLUDING NEGLIGENCE – OR OTHERWISE, EXCEPT IN THE CASE OF UNIFY’S WILFUL MISCONDUCT, GROSS NEGLIGENCE OR BAD FAITH.

 

Unify does not assume or accept any liability or responsibility for any losses, damages or third-party claims, irrespectively of the legal basis of such claims, losses or damages, that may be suffered or directed at the User as a result of the loss of access to UNIPLAT, UNIPLAT Pay, the Services, User Content and to the User Account and/or User Wallet.

 

User acknowledges and accepts that UNIFY shall not be liable for any loss, damage, or third party claim of any kind incurred by or directed to User as a result of any error in connection with or arising from the use of UNIPLAT Pay, regardless of the legal basis for such claim.

 

Limited Warranty

Unify warrants that it complies with the relevant Swiss legal and regulatory requirements in connection with the provision of UNIPLAT and UNIPLAT Pay. To Unify’s best knowledge, UNIPLAT and UNIPLAT Pay, do not contain any worms, trojan horses, spyware, adware or other malicious software programs.

 

EXCEPT AS EXPRESSLY STATED IN THESE TERMS OF USE, UNIFY DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS AND EXPLICITLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, WRITTEN, ORAL OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES OTHERWISE ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

 

Data Protection

Unify collects, processes and uses Personal Data provided by the User. For further information regarding the processing of Personal Data please consult the Privacy Policy [https://uniplat.social/privacy].

 

Termination of Terms of Use

These Terms of Use may be terminated by either of the Parties at any time.

 

The User herewith acknowledges and accepts that in case of a termination of this Terms of Use any access to UNIPLAT and its Services, UNIPLAT Pay or User Content is denied and can no longer be used.

 

The User is aware, that the Terms of Use may be terminated due to AML/KYC or other regulatory obligations.

 

Any access restriction or blocking of a User’s access by Unify for any reason whatsoever shall be considered as a termination of this Terms of Use.

 

Termination and Discontinuation of UNIPLAT, UNIPLAT Pay and Services and Emergency Measures

Unify may terminate, discontinue, or alter UNIPLAT, UNIPLAT Pay and/or the Services at any time and without a specific reason.

 

The User is aware that UNIPLAT, UNIPLAT Pay and/or the Services and User Content may cease to function without notice and for any reason whatsoever. The same applies in case of an Emergency Measures. In these cases, as well as for any reason whatsoever, also UNIPLAT Pay may lose its intended usability.

 

Miscellaneous

Every User is solely responsible to determine if any action, use of UNIPLAT Pay, UNIPLAT, Services or User Content, any transaction with and/or related to cryptocurrency have tax implications. Every User must declare and bear respective taxes by themselves.

 

Neither party shall be held liable for any delay or other non-performance partly or entirely due to Force Majeure. Either party undertakes to immediately notify the other party of any event of Force Majeure. Pending Force Majeure, either party shall per se be released from any obligation affected thereby.

 

To the fullest extent permitted by law, the User hereby waives the right to participate in a class action lawsuit or a class-wide arbitration against Unify or any of its affiliates arising out of or related to the use of, or the inability to use UNIPLAT, UNIPLAT Pay, Services or User Content or Website under any cause or action whatsoever.

 

In case any portion of these Terms of Use is found illegal or unenforceable, in whole or in part, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of these Terms of Use, which shall continue to be in full force and effect.

 

These Terms of Use form and contain the entire Agreement between the User and Unify and supersede all previous written or oral communication between Unify and the User.

 

Unify has the right to alter, adapt or amend these Terms of Use at any time and without prior notice. In the event of any adaptions and/or amendments, the updated Terms of Use will be published on the Website of Unify and/or UNIPLAT. Upon publication on the Website [and/or UNIPLAT], the amended Terms of Use will come into force.

 

Place of Jurisdiction and Governing Law

These Terms of Use shall be governed by and construed and interpreted in accordance with Swiss law, excluding the Swiss conflict of law rules. The application of the United Nations Convention for Contracts for the International Sales of Goods is hereby expressly excluded.

 

Any dispute, controversy or claim arising out of or in connection with these Terms of Use or the breach, termination, existence, legal competence or invalidity thereof, shall be exclusively settled by the ordinary courts of Zug, Switzerland.