TERMS AND CONDITIONS

TERMS AND CONDITIONS

 

These Terms and Conditions (“Terms and Conditions”, “Agreement”) are binding on and apply to visitors of the Luxars Technology Inc. (“Luxars”, “we”, “our”) website and customers (“Customer”, “you”, “your”) who purchase our Product through our e-commerce store (the “Platform”).  By accessing our Platform and/or subscribing to be contacted by us, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions, along with any and all policies incorporated by reference, such as our Privacy Policy at [insert link] as they may be applicable to you. Depending on how you use our Platform, some of the terms below may not apply to you.

 

Please note that these Terms and Conditions were updated on February [25], 2021, and that the updated terms will apply after that date.

 

1.       Definitions.

"Affiliate" means any entity which directly or indirectly controls, i.e. having direct or indirect ownership or control of more than 50% of the voting interests of the subject entity, is controlled by, or is under common control with the subject entity. 

 

“Applicable Law” means all laws, statutes, common law, regulations, ordinances, codes, rules, guidelines, orders, permits, tariffs and approvals, including those relating to the environment or health and safety, of any governmental or regulatory authority that apply to the parties.

 

“Customer” means a customer of Luxars who purchases our Product through the Platform.

 

"Customer Data" means all electronic data or information uploaded or transmitted by the Customer in the process of using the Platform.

 

“Luxars” means Luxars Technology Inc., its employees, contractors, agents, Affiliates, and any other individual authorized by Luxars dealing in the matters under these Terms and Conditions.

 

“Luxars Technology” means the technology and intellectual property used in providing the Products offered by Luxars, including, if provided, software, hardware, installation documentation, programs, connectors, websites, and equipment.  Luxars Technology does not include third-party technology provided or made available to Customer by third parties.

 

"Malicious Code" means viruses, worms time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

 

“Personal Information” means any information relating to an identified or identifiable natural person; 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, eco-nomic, cultural or social identity of that natural person. For greater certainty, Personal Information does not include information that is anonymized or aggregated.

 

“Platform” means the Platform through which Customers will purchase the Product;

 

“Product” means the proprietary UVWAY self-disinfecting doorhandle offered through e-commerce store on the Platform and all Luxars Technology contained within the UVWAY product.

 

“Subscription” means a subscription to the Luxars mailing list which we will use to notify you of updates and important information regarding our Product, our project on Kickstarter, and the Product’s official launch, and other promotions we may choose to run from time-to-time.

 

“Support Services" means the support and maintenance services provided or to be provided by Luxars, or a third-party service provider engaged by Luxars, to the Customer.

 

“Term” means the period during which you visit or access our Platform, or the period commencing on the date when you make a purchase through the Platform and ending on the date you accept receipt of the Product, except for those terms that are intended to survive termination (such as Warranties or Refund policies).

 

“Website” means the website owned and operated by Luxars at www.uvway.io.

 

 

2.       The Platform.

2.1      Description of the Platform.  The Platform, which is hosted by WIX.com, is a website and e-commerce store that provides potential Customers information about our Product, an opportunity to subscribe for e-mail communications and updates, and upon launch of the Product, a secure store where Customers can purchase the Product.  Luxars grants to you a non-exclusive, non-transferable, non-sublicenseable, worldwide right to access and use the Platform during the Term.  Any new features or tools which are added to the current Platform shall also be subject to these Terms and Conditions.  Luxars reserves all other rights. Customer shall not use the Platform or any Services except as otherwise provided in these Terms and Conditions.

 

2.2       Provision of the Platform. Luxars shall make the Platform available to Customer during the Term. Customers may visit our Platform and subscribe for updates related to the launch of our Product. Customers can also find third-party links to our Kickstarter project, and if you choose you can make a pledge at the Kickstarter page. If you subscribe for updates, we will add you to our contact list and will send you e-mails with any relevant information related to our Product. When our Product is launched, you will be able to access our secure e-commerce store via the Platform and purchase the Product for the prices listed on our Platform. All transactions completed through our e-commerce store will be processed by our third-party service provider, Stripe. For details related to the privacy and security of our Platform and third-party service providers, please review our Privacy Policy which can be found here: [insert link].

 

2.3      No reliance on future features. If you choose to purchase our Product, you agree that your purchase is only contingent on the delivery of the features and functionality currently advertised as part of the Product and is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by Luxars with respect to future functionality or features.  Customer acknowledges and agrees that Customer has not relied on any future availability of any service offerings, technology, or enhanced or updated features or functionality.

 

2.4      Promotions. Luxars may, in its sole and absolute discretion, create promotional codes that may be redeemed for discounts or other features or benefits related to your purchase of our Product (“Promotions”). Luxars reserves the absolute right to (i) limit Promotions to any Customer; (ii) cancel or amend Promotions at any time; or (iii) exercise our suspension or termination rights under Section 12 where Luxars reasonably suspects fraudulent activity respecting any Promotions. Customer may be required to pay further tax or duties for the use of the coupon or Promotion. Luxars is not obligated to replace stolen, lost, or deleted promotional codes. You agree to be bound by any supplemental terms that may be included for Promotions.

 

3.       Purchasing the Product through our E-Commerce Store.

3.1      Prices.  When our Product has launched, you will be given the opportunity to offer to purchase our Product through the Platform. All transactions are processed by Stripe and your payment information will always be secure and transmitted in an encrypted format.  All prices are listed in US dollars. 

 

3.2      Errors & Typos.  Any errors, misprints, omissions, or typos (including incorrect prices for Products) may sometimes occur. We do not guarantee that the Products advertised on our Platform will be available when ordered or thereafter. We make no warranty that the content of the Platform, including product prices, is accurate or complete and specifically disclaim the foregoing. We may at any time, without any prior notice or liability to any Customer or potential Customer, (a) correct any error, inaccuracy, omission, or typo; (b) change the products available on our Platform, or the prices, fees, descriptions, and specifications of such products and any images or descriptions associated with those products; (c) change the details of any promotional offers; (d) remove and/or change any content displayed on the Platform; and (e) limit quantities of products and services available for sale and the terms and conditions that apply to any such sale.

 

3.2      Communication.  You acknowledge that Luxars may use the Personal Information you provide to Luxars at the time of subscription to our mailing list or when completing your purchase, or as updated by you from time to time to communicate with you on matters related to the Platform and/or the Product, and for other purposes as set out in Luxars’ Privacy Policy [insert link]

 

4.       Use of the Platform.

4.1      Luxars Responsibilities.  Luxars shall: (i) make the Product available for purchase through the Platform upon the Product’s official launch; (ii) provide certain Support Services to Customers, at no additional charge; and (iii) use commercially reasonable efforts to provide notice to Customers, by displaying a notification on the Platform about any (a) planned downtime; or (b) any unavailability caused by circumstances beyond Luxars' reasonable control, including without limitation, acts of God, acts of government, government declared states of emergencies, government restrictions on businesses, epidemic, pandemic (including COVID-19), plague, flood, fire, earthquakes, tornado, tsunami, hurricane, civil unrest, war, insurgency, armed insurrection, civil war, riots, acts of terror, security breaches, strikes or other labor problems, computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within Luxars' possession or reasonable control, and denial of service attacks.

 

4.2      No responsibility for Platform.  Luxars shall not be liable for the unavailability of any feature or functionality on the Platform, including the e-commerce store, as a result of any downtime, planned or unplanned, that occurs to either the Kickstarter project, the WIX hosting services, the Stripe secure online platform, or any other third-party service used to provide the Platform.

 

4.3      Customer Responsibilities.  Customer is responsible for all their activities while accessing the Platform or making a purchase through the e-commerce store, and for your compliance with these Terms and Conditions.  Customer shall:  (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data; (ii) use the Platform in compliance with the Use Guidelines described in Section 4.3; (iii) abide by the restrictions described in Section 6.2; and (iv) comply with all Applicable Laws in using the Platform.    

 

4.4      Use Guidelines.  Customer shall use the Platform, solely for (a) in the case of their own personal non-commercial purposes; and shall not:  (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit the Product or make the Platform available to any third party; (ii) send spam or otherwise duplicative or unsolicited messages in violation of Applicable Laws; (iii) send or store infringing, obscene, pornographic, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party intellectual property or privacy rights; (iv) send or store Malicious Code (whether intentional or inadvertent); (v) interfere with or disrupt the integrity or performance of the Platform or the data contained therein; or (vi) attempt to gain unauthorized access to the Platform or its related systems or networks.  You are responsible for all activity and content uploaded by you through the Platform, and for ensuring the accuracy and completeness of any information we require to process your transactions.

 

4.5      Third Party Links.  Our Platform may include links to other internet websites owned by third parties. These third party sites are not owned, operated, or controlled by Luxars. Luxars is not responsible for, and has no liability for any third-party sites, their businesses, products, or content, except for the content that we have published specifically on those websites. If you choose to click on any link to a third-party and visit their sites, these Terms and Conditions will no longer apply, and you will be subject to the Terms and Conditions and any other legal documents posted on that third-party site. Your use of those sites is at your own risk, and you agree that you will not bring a claim against Luxars arising from your use of any of these other websites.

 

4.6      Kickstarter Project.  Luxars intends to launch a project on the crowdfunding platform Kickstarter, located at Kickstarter.com. Upon launch of our project, we will post links on our Platform to the Kickstarter project in case you wish to make a pledge towards our goal. Your interaction with, and use of, the Kickstarter platform and any pledges you make towards ours, or anyone else’s projects is governed solely and exclusively by the Kickstarter terms and conditions and privacy policy, which you can access at the links provided below. You acknowledge that your use of the Kickstarter platform is at your own risk, and you agree not to bring a claim against Luxars for any damage you suffer as a result of your use of the Kickstarter platform.

 

Kickstarter Terms of Use: https://www.kickstarter.com/terms-of-use?ref=global-footer

Kickstarter Privacy Policy: https://www.kickstarter.com/privacy?ref=global-footer

5.       Shipping & Payment.

5.1      Fees.  Customers shall pay all fees (a) for the Product as specified on the e-commerce store using credit card payment through our third-party payment processor, Stripe; and (b) all shipping fees required for delivery of the Product to your designated shipping address.

 

5.3      Invoicing & Payment.  Fees for the Product must be paid at the time of purchase through our secure e-commerce store available through our Platform.

 

5.4      Suspension or Termination of Purchase for Cancelled or Denied Payment.  We reserve the right to suspend or terminate your purchase if your payment is not accepted, is denied, or if you cancel your payment or order.

 

5.6      Taxes.  Unless otherwise stated, Luxars 's fees do not include any direct or indirect local, provincial, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes (collectively, "Taxes").  Customer is responsible for paying all Taxes associated with its purchases hereunder, excluding taxes based on Luxars 's net income or property.  If Luxars has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, the appropriate amount shall be invoiced to and paid by Customer.

 

5.7      Changes to Fees.  Luxars reserves the right to amend the fees listed on the Platform at any time, which will be effective immediately following such change.

 

5.8      Payment Disputes.  Customer must assert any payment dispute in writing to Luxars’ accounting department at [main@uvway.io] within 15 days after the due date of the invoice giving rise to the dispute. Luxars shall not exercise its suspension or termination rights or apply interest on late payments if Customer disputes the applicable charges reasonably and in good faith and provides reasonable cooperation to resolve the dispute.

 

5.9      Shipping Terms.  All purchases made through our e-commerce platform will be subject to the shipping terms then in effect as published on our platform. Customer is responsible for paying all shipping and handling fees associated with your Purchase. Luxars may, from time to time, choose to offer Promotions which may include discounts on, or free shipping for purchases of a certain number of Products, or over a certain amount. Such Promotions will be displayed and offered to you while completing your transaction on our Platform.[A1] 

 

5.10    Return Policy. Luxars offers a thirty (30) day money-back guarantee on our Product. If the UVWAY Product does not perform in accordance with the Product specifications and documentation, we will accept a return of the Product and refund your payment, minus applicable fees for shipping and handling. Luxars reserves the right to update and/or amend this Return Policy at its sole discretion, and shall provide notice to you by publishing a statement on our Platform.[A2]  The returned product should be returned in the same condition as when you purchased it, with all manuals and the packing slip.

 

6.       Proprietary Rights.

6.1      Reservation of Rights.  Subject to the limited rights expressly granted hereunder, and except for those intellectual property rights held by third parties in connection with the Platform, such as WIX and Stripe, Luxars reserves all right, title, and interest, including all copyright and other intellectual property rights, in and to the Platform, Product and all technologies related thereto, and all derivatives, modifications, or improvements of or to any of the foregoing made by or for Luxars, whether or not created or developed in connection with the Platform or Product. No rights are granted to Customer hereunder other than as expressly set forth herein.

 

6.2      Restrictions.  [A3] Customer shall not (i) modify, copy or create derivative works based on the Platform and/or Product; (ii) frame or mirror any content forming part of the Platform; (iii) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Platform, in whole or in part; (iv) reverse engineer or disassemble the Product; or (v) access the Platform or Product in order to (A) build a competitive product or service, or (B) copy any ideas, features, functions or graphics of the Platform or Product.

 

6.3      Customer Data.  As between Luxars and Customer, Customer exclusively owns all rights, title and interest in and to all Customer Data.  Customer Data is deemed Confidential Information under these Terms and Conditions. 

 

6.4       Usage Data. Luxars may collect certain data and information regarding your use of the Platform, including, but not limited to, data involving functions or pages within the Platform most visited by Customers or other items (“Usage Data”). Luxars may use and exploit Usage Data for any purpose in connection with operating, improving and supporting the Platform and Product (“Usage Data Purpose”). Notwithstanding any term in these Terms and Conditions to the contrary, Customer hereby consents to the use of such Usage Data for the Usage Data Purpose and Customer irrevocably assigns all rights, title and ownership of the Usage Data to Luxars. Customer further waives any applicable non-assignable rights to such Usage Data to the extent Customer is legally permitted to do so. Luxars represents and warrants that it shall not use the Usage Data for any other purpose other than the Usage Data Purpose. 

 

6.5       Suggestions. Luxars shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Platform or Product any suggestions, enhancement requests, recommendations or other feedback provided by Customer relating to the operation of the Platform and/or the Product.

 

 

7.       Privacy Rights.

7.1      Privacy Obligations. Notwithstanding any provisions, representations and warranties to the contrary, Luxars and Customer acknowledge that there is a possibility that the Customer Data and Usage Data may contain Personal Information, the use of which data is subject to various privacy laws, including all provincial, state, federal and international laws and regulations and provincial, state, federal and national government agency orders and decrees to which Customer may be subject (“Privacy Laws”), as well as certain restrictions imposed on the Personal Information by the data subjects or other third party data providers. Luxars and Customer agree to strictly abide by all such restrictions pertaining to the Personal Information, as they are promulgated and applied, currently and in the future. If Luxars or Customer’s use (whether directly or indirectly) of the Personal Information is contrary to any Privacy Law, or contrary to any of the restrictions set forth in these Terms and Conditions, the non-violating party shall have the right to: (a) terminate this Agreement for cause if such breach has not been cured within five (5) days of receipt by the violating party of written notice from the non-violating party, and (b) pursue any other legal and equitable remedies.  For greater certainty, Luxars’ Privacy Policy [insert link] governs Luxars’ collection, use, disclosure, retention and disposal of Personal Information, and forms part of these Terms and Conditions.

 

8.       Confidentiality.

8.1      Definition of Confidential Information.  As used herein, "Confidential Information" means all confidential and proprietary information of Customer disclosed to Luxars, whether orally or in writing, or whether disclosed purposefully or inadvertently, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the Customer Data.  Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to Customer; (ii) was known to Luxars prior to disclosure by Customer without breach of any obligation owed to Customer; (iii) is received from a third party without breach of any obligation owed to Customer; or (iv) was independently developed by Luxars without any use of or reference to Customer’s Confidential Information.

 

8.2      Confidentiality.  Luxars shall implement and maintain commercially reasonable and appropriate technical, administrative, and physical safeguards and security methods designed to prevent any unauthorized release, access to or publication of Customer Data, Confidential Information, or Personal Information. Luxars shall implement processes and maintain procedures designed to comply with Applicable Laws.  These Terms and Conditions are Customer’s instructions for storing Customer Data, and Luxars shall not process Customer Data for any other purpose.  Luxars may use subcontractors to facilitate its obligations under these Terms and Conditions. Luxars shall use commercially reasonable measures to ensure that such subcontractors implement and comply with reasonable security measures in handling any Customer’s Data, Personal Information, or Confidential Information. Luxars shall not disclose or use any Confidential Information for any purpose outside the scope of these Terms and Conditions, except with Customer’s prior written permission, subject to Section 8.3.

 

8.3      Compelled Disclosure.  If Luxars is compelled by law to disclose Confidential Information of Customer, including Customer Data, it shall provide Customer, with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Customer’s cost, if Customer wishes to contest the disclosure.

 

 

9.       Warranties & Disclaimers.

9.1      Mutual Warranties.  Each Party represents and warrants to the other Party that (i) it has the authority to enter into this Agreement and perform its obligations hereunder; (ii) the Agreement does not conflict with any other agreement entered into by it; and (iii) it does not conduct business for any unlawful purpose.

 

9.2      Customer Warranties.  Customer represents and warrants that for any Customer Data or Personal Information controlled by it, or any other Customer Data or Personal Information provided or transmitted by Customer to Luxars, whether advertent or otherwise, Customer, has obtained the necessary consent or legal right to provide or transmit such data. 

 

9.3       Luxars Warranties.  Luxars represents and warrants that (i) it will provide the Platform in a manner consistent with general industry standards reasonably applicable to the provision thereof; (ii) the functionality of the Platform will not be materially decreased during the Term; (ii) the Platform will not contain or transmit to Customer any Malicious Code (except for any Malicious Code originating from Customer); (iv) it owns or otherwise has sufficient rights in the Platform to grant to Customer the rights to use same granted herein; and (v) the Platform does not infringe any intellectual property rights of any third party.

 

9.4      Product Warranty.  Upon launch, the UVWAY Product will be covered by Luxars’ standard Product warranty, for defects in material or workmanship for [1 year] (the “Warranty Period”) as follows: In the event that Customer becomes aware of a defect within the Warranty Period, Luxars will, at its option, repair or provide to Customer replacement Products in exchange for the defective material. The foregoing remedy shall be Customers sole recourse in the event of any material defects during the Warranty Period.[A4] 

 

9.5      Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM IS PROVIDED “AS IS,” AND LUXARS MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE USE, MISUSE, OR INABILITY TO USE THE PLATFORM (IN WHOLE OR IN PART) OR ANY OTHER PRODUCTS OR SERVICES PROVIDED TO CUSTOMER BY LUXARS. YOUR USE OF THE PLATFORM IS AT YOUR OWN RISK. LUXARS DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT THE OPERATION OF THE PLATFORM SHALL BE UNINTERRUPTED OR ERROR FREE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CUSTOMER.

 

 

10.     Indemnification.

10.1    Indemnification by Customer.  Subject to these Terms and Conditions, Customer shall defend, indemnify and hold Luxars harmless against any loss, damage or costs (including reasonable attorneys' fees) incurred in connection with any loss, damage or costs (including reasonable attorneys' fees) incurred in connection with claims, demands, suits, or proceedings ("Claims") made or brought against Luxars by a third party alleging that the Customer's use of the Platform: (i) has harmed such third party because Malicious Code was uploaded or inputted by Customer, (ii) electronic data or information (including payment information) was uploaded, provided, or inputted by Customer without such third party’s authorization or permission, or (iii) violates any Applicable Law, or has otherwise harmed a third party; provided, that Luxars (a) promptly gives written notice of the Claim to Customer; (b) gives Customer sole control of the defense and settlement of the Claim (provided that Customer may not settle or defend any Claim unless it unconditionally releases Luxars of all liability); and (c) provides to Customer, at Customer's cost, all reasonable assistance.

 

 

11.     Limitation of Liability.

11.1    Limitation of Liability.  IN NO EVENT SHALL LUXARS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS, OR THE RELATIONSHIP BETWEEN LUXARS AND CUSTOMER, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE PURCHASE PRICE OF THE PRODUCTS WHICH CUSTOMER PURCHASED.

 

11.2    Exclusion of Consequential and Related Damages.  IN NO EVENT SHALL LUXARS HAVE ANY LIABILITY TO CUSTOMER OR USER(S) FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL OR EXEMPLARY DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT CUSTOMER OR USER(S) HAS OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

11.3    Limitation of Claims.  EXCEPT WITH RESPECT TO CLAIMS RELATING TO THE MISUSE OF CONFIDENTIAL INFORMATION OR PERSONAL INFORMATION, CUSTOMER SHALL NOT BRING ANY CLAIM RELATING TO THE AGREEMENT MORE THAN TWO YEARS AFTER THE EVENTS GIVING RISE TO THE CLAIM OCCURRED.

 

11.4    General.  THESE EXCLUSIONS AND LIMITATIONS APPLY EVEN IF THE REMEDIES ARE INSUFFICIENT TO COVER ALL OF THE LOSSES OR DAMAGES OF CUSTOMER OR USERS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY AND THE PARTIES MAY HAVE ADDITIONAL RIGHTS.

 

12.     Termination.

 

12.1    Termination for Cause.  Luxars may terminate the Agreement or any affected Services by notice to Customer (i) if Customer materially breaches their obligations under the Agreement and, if the breach is capable of cure, fails to cure the breach within 30 days of the date of notice of breach; or (ii) upon Luxars ceasing to operate in the ordinary course of business, making an assignment for benefit of creditors, or becoming the subject of any bankruptcy, liquidation, dissolution, or similar proceeding that is not resolved within 60 days of filing. Material breach by Customer includes where Customer’s use of the Platform is in violation of Applicable Law.  Customer will not be entitled to any refunds of any payments to Luxars, pro rata or otherwise.  Customer acknowledges and agrees that Luxars shall not be liable for costs, fees, damages, lost profits, or the like, as a result of termination or any reason whatsoever under this Section 12.1.

 

12.3    Cancellation.  Customer may cancel their purchase up to the earlier of (a) 24 hours after you initially submit your order; and (b) the time that the order has been shipped. If you choose to cancel your order, we will refund to you any funds we have received (if your transaction had been processed), and will cancel your order.  If your order has already been shipped, we will not be able to cancel your order, and you may return the Product within 30 days’ pursuant to our Return Policy. If you wish to cancel your subscription to our mailing list, you can contact us at [main@uvway.io] or through the unsubscribe mechanism at the bottom of each e-mail we send to you.

 

12.4    Outstanding Fees.  Termination or cancellation shall not relieve Customer of the obligation to pay any fees properly accrued or payable to Luxars prior to the effective date of termination.

 

12.4    Deletion of Customer Data.  Within sixty (60) days after the effective date of termination of this agreement, or when we no longer require your Customer Data, Luxars shall delete all Customer Data in its systems and shall have no obligation to maintain or provide access to Customer Data thereafter.

 

12.5    Surviving Provisions.  The following provisions of these Terms and Conditions shall survive any termination or expiration of these Terms and Conditions: Sections 5 through 13.

 

13.     General Provisions.

13.1    Relationship of the Parties.  These Terms and Conditions do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

 

13.2    Verification of Identity.  In the event that you requests Support Services from Luxars, which require the verification of your identity, Luxars reserves the right to request documentation from you or User to determine or confirm Account ownership.  Such documentation may include, without limitation, a scanned copy of government issued photo identification, the last four digits of the credit card used for payment under the Account, or your phone number on file, if any.

 

13.2    No Third-Party Beneficiaries.  Except as otherwise expressed herein, there are no third-party beneficiaries under these Terms and Conditions.

 

13.4    Waiver and Cumulative Remedies.  No failure or delay by either party in exercising any right under these Terms and Conditions shall constitute a waiver of that right.  Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

 

13.5    Severability.  If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms and Conditions shall remain in effect.

 

13.6    Assignment. Customer may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the Luxars (not to be unreasonably withheld). Notwithstanding the foregoing, Luxars may assign this Agreement in its entirety, without consent of the Customer, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempt by Customer to assign its rights or obligations under these Terms and Conditions is in breach of this Section shall be void and of no effect. Subject to the foregoing, these Terms and Conditions shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

 

13.7    Dispute Resolution.  Except for Claims related to the infringement of intellectual property rights, all disputes or controversies as between Customer and Luxars arising out of or relating to these Terms and Conditions, the Platform, or the Product and its marketing ("Disputes") shall be determined first by mediation.  The Parties shall first attempt to resolve any Dispute informally for at least thirty (30) days before initiating mediation.  If the Parties cannot resolve the Dispute informally, the Parties may elect to initiate mediation with a mutually agreed upon mediator. If the Parties do not elect to proceed with mediation, the Dispute shall be settled by binding arbitration, with such arbitration to be conducted in person or virtually, in the City of Ottawa, Province of Ontario, Canada under the rules of the Arbitration Act (Ontario). The language of the arbitration shall be English (each Party shall be responsible for obtaining their own translation and legal services) and shall be conducted by one arbitrator mutually agreed upon by the Parties. If the parties cannot agree upon an arbitrator, the arbitrator shall be appointed by the Ontario Superior Court of Justice.  The arbitration shall be kept entirely confidential, including any award issued thereunder. Any award issued by the arbitrator shall be legally binding and enforceable by any court of competent jurisdiction. The initial cost of the arbitration shall be paid by Luxars, and Luxars shall make reasonable efforts to make such arbitration accessible to you. Upon final determination of the dispute, the prevailing party shall be entitled to recovery of their reasonable fees, costs, and expenses incurred in resolving the dispute, including reasonable attorney’s fees.[A5] 

 

13.8    Governing Law and Jurisdiction.   These Terms and Conditions will be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to principles of conflicts of laws.  Subject to section 13.7, the Parties may only bring a dispute to the Courts of Ontario for the purposes of enforcing an arbitration award.

 

13.9    Equitable Relief.  Customer acknowledges that damages may be an inadequate remedy if Customer or the Users violate the obligations under these Terms and Conditions, and Luxars shall have the right, in addition to any other rights it may have, to seek injunctive relief without any obligation to post any bond or similar security.

 

13.10  Notices.  Luxars shall communicate announcements of general interest by email or by posting on its Website. Luxars shall provide Customer with legal notices by email provided by Customer. Customer shall immediately notify Luxars if Customer’s email address for notice changes. Except as otherwise specified in these Terms and Conditions, all notices must be in writing to [main@uvway.io].

 

13.11  Entire Agreement, Amendment and Conflict.  This Agreement and all documents incorporated herein by reference, including Luxars’ Privacy Policy [insert link], constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous written, electronic, or oral communications, representations, agreements, or understandings between the Parties with respect thereto.  Luxars reserves the right to update and change the Terms and Conditions by posting updates and changes to the Website.  We strongly encourage you to check the Terms and Conditions from time to time for any updates that may impact you.  If you do not accept the updates, you must stop using the Platform.  Except to the extent expressly specified otherwise, if there is any conflict between these Terms and Conditions and any of the other Agreement documents or policies, then the following order of precedence applies: (i) any addendum negotiated between the Parties, (ii) these Terms and Conditions, (iii) other documents referenced in these Terms and Conditions.

 

13.12  Supplemental Terms.  Supplemental terms may apply to certain Services, such as rules for Support Services or promotions, and such supplemental terms will be disclosed to you in connection with the applicable Services.  Supplemental terms are in addition to, and shall be deemed a part of, these Terms.  Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.

 

 

 

Last Updated: February [25], 2021