uGen Inc. Website Terms and Conditions
Last Updated: May 28, 2024
1 Website terms and conditions of use
This document sets out the terms and conditions ("Terms") of uGen Inc. (“U GEN”), a Delaware Corporation with its registered office at 16192 Coastal Highway, Lewes, Delaware, 19958, County of Sussex , pertaining to the access and use of the website/(s), mobile applications and any other online platforms and electronic services (collectively the “Sites”) maintained by U Gen and/or its subsidiaries or affiliated companies that incorporate or link to these Terms.
By accessing or using the Sites, including any content, functionality and/or services offered on or through same, whether as a guest or registered user, are governed by these Terms and you acknowledge that you have read, understood and agree to be bound by these Terms and all such other terms included by reference herein, as may be amended from time to time. U Gen may amend and/or update and/or modify these Terms at our sole and unfettered discretion and any such amendment, update or modification to the Terms will be made available to you on the Sites and an indication will be made as to the date such amendment, update or modification was made by way of a date being inserted on the top of this page. You are responsible for remaining informed of any changes and you are therefore expected to revise these Terms from time to time to familiarize yourself with any changes. You understand and agree that your continued use of the Sites following the posting of revised Terms indicates your acceptance of and agreement to the updated Terms.
If you do not agree to be bound by the Terms or if you disagree with any of the Terms, you must leave the Website without delay, as further use will automatically bind you to the Terms.
If you are under the age of 18, you must obtain your parents' or legal guardians' advance authorization, permission and consent to be bound by these Terms before purchasing/applying for/requesting/participating in any of the Sites and the services or products made available for purchase on same. The Sites are not targeted toward or intended for use by anyone under 18, unless advance authorization has been obtained. By using the Sites, you warrant and represent that you are; (1) 18 years of age or older or have obtained advance authorization if under 18; (2) you are legally capable of entering into a binding contract with U GEN; (3) you have not previously been suspended or removed from the Sites; (4) you do not have more than one U GEN account and; (5) you have full power and authority to enter into these Terms and that doing so will not violate or breach any other agreement to which you are a party. If you do not meet all of these requirements, you must not access or use the Sites.
U GEN will give you prior notice where U GEN has collected personal information from you and the purpose for which U GEN collected that information, is affected by the intended amendment.
If there is anything in these Terms that you do not understand then please contact U GEN as soon as possible -see clause 12 below for contact details. Please note that calls to U GEN may be monitored for training, security and quality assurance purposes.
In order to access and use certain areas and/or features of the Sites, you will be required to create a user account. By creating an account, you agree to provide accurate, current and complete information about yourself and to maintain and promptly update such information from time to time, to ensure that such information is accurate, current and complete. You agree that all information provided when creating and updating the account is governed by our Privacy Policy (a copy of which is available on the Sites), and that you consent to all actions that are taken by U GEN in respect of such information, consistent with the Privacy Policy.
By creating an account and providing us with your contact information, you consent to receiving electronic and/or telephonic communications from U GEN. These communications may include notices regarding your account and other promotional material. You may opt out of receiving promotional material communications by following the unsubscribe instructions provided therein.
2 Content of the website
2.1 U GEN reserves the right to make improvements to, to change or to discontinue, without notice, any aspect or feature of the Sites and any information or content on the Sites. U GEN shall not be liable to you or to any third party for any modification, price change, suspension or discontinuation of any of the services and products available on the Sites.
2.2 U GEN may use the services of third parties to provide information on the Sites. U GEN has no control over this information and makes no representations or warranties of any nature as to its accuracy, appropriateness or correctness. You agree that such information is provided "as is" and that U GEN and its online partners shall not be liable for any losses or damages that may arise from the user's reliance on it, howsoever these may arise.
2.4 U GEN makes no representations or warranties, whether express or implied, as to the accuracy, completeness or reliability of any information, data and/or content on the Sites, including without limitation:
2.4.1 U GEN does not warrant that the Sites or information or downloads shall be error-free or that they shall meet any particular criteria of performance or quality. U GEN expressly disclaims all implied warranties, including without limitation, warranties of merchantability, fitness for a particular purpose, non-infringement, compatibility, security and accuracy;
2.4.2 whilst U GEN has taken reasonable measures to ensure the integrity of the Sites and theircontents, no warranty, whether express or implied, is given that any files, downloads or applications available via the Sites are free of viruses, or any other data or code which has the ability to corrupt, damage or affect the operation of the user's system; and
2.4.3 U GEN disclaims any responsibility for the verification of any claims. Information published on the Sites may be done so in the format in which U GEN receives it and statements from external parties are accepted as fact.
2.5 The information / material on the Sites are provided for general information only and should not be relied upon for use of the sole basis of making decisions without consulting primary, more accurate, more complete or more timely sources of information. Reliance on the material on the Sites is at the user’s own risk. Expressly, the information made available on the Sites is not intended to diagnose, treat, cure or prevent any disease, and you should consult your doctor or relevant medical practitioner for advice on any disease or condition before utilizing any of the services or products available on the Sites. Advance consultation is particularly important if you are under eighteen (18) years old, or if you are pregnant, breastfeeding, or have health problems. Never disregard professional medical advice or delay in seeking it because of something you have read on the Sites. Please also refer to the Terms and Conditions of the U GEN Goods which are available on the Sites.
2.6 You may download, display or print the content of our Sites solely for personal, non-commercial use, thereby retaining and reproducing each and every copyright notice or other proprietary rights notice contained in any information or other material you download. Any other use, including the reproduction, modification, distribution, transmission or broadcast of the content of the Sites, in whole or in part, any by any means, is strictly prohibited, unless done so with prior written consent of U GEN. U GEN does not warrant or represent that your use of any content displayed on the Sites will not infringe on any intellectual property rights of third parties, and you indemnify and hold U GEN harmless in this respect.
2.6 The Sites may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only.
3 Linked third party websites and third party content
3.1 U GEN may provide links to third party websites on the Website. These links are provided to the user for convenience purposes only and U GEN does not endorse, nor does the inclusion of any link imply U GEN’s endorsement of, such websites, their owners, licensees or administrators or such websites' content or security practices and operations.
3.2 While U GEN tries to provide links only to reputable websites or online partners, U GEN cannot accept responsibility or liability for the information provided on other websites. Linked websites or pages are not under, nor subject to, the control of U GEN. U GEN is not responsible for and gives no warranties or makes any representations in respect of the privacy policies or practices of linked or any third party or advertised websites on the Website.
3.3 You agree that U GEN shall not be held liable, directly or indirectly, in any way for the content, the use or inability to use or access any linked website or any link(s) contained in a linked website, nor for any loss or damage of any sort incurred as a result of any dealings with, or as the result of the presence of such third party linked websites on the Sites. Any dealings that you may have with any linked websites, including advertisers, found on the Sites, are solely between you and the third party website.
4 Usage restrictions
You hereby agree that you shall not yourself, nor through a third party:
4.1 copy (other than for backup, archival or disaster recovery purposes), reproduce, translate, adapt, vary, modify, lease, licence, sub-licence, encumber or in any other way deal with any part of the Sites for any reason and in any manner, unless it is consistent with the intent and purpose of these Terms;
4.2 decompile, disassemble or reverse engineer any portion of the Sites;
4.3 write and/or develop any derivative of the Sites or any other software program based on the Sites;
4.4 modify or enhance the Sites. In the event of you effecting any modifications or enhancements to the Sites in breach of this clause, such modifications and enhancements shall be the property of U GEN;
4.5 without U GEN’s prior written consent, provide, disclose, divulge or make available to or permit the use of or give access to the Sites by persons other than the user;
4.6 remove any identification, trademark, copyright or other notices from the Sites;
4.7 post or transmit, by means of reviews, comments, suggestions, ideas, questions or other information through the Sites, any content which is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually-explicit, profane or hateful, or racially, ethnically or otherwise objectionable content of any kind.
5 Security
5.1 In order to ensure the security and reliable operation of the services to all U GEN’s users, U GEN hereby reserves the right to take whatever action it may deem necessary to preserve the security, integrity and reliability of its network and back-office applications.
5.2 You may not utilise the Sites in any manner which may compromise the security of U GEN’s networks or tamper with the Sites in any manner whatsoever, which shall include without limitation, gaining or attempting to gain unauthorised access to the Sites, or delivering or attempting to deliver any unauthorised, damaging or malicious code to the Sites, all of which are expressly prohibited. Any person or entity which does so, or attempts to do so, shall be held criminally liable. Further, should U GEN suffer any damage or loss, civil damages shall be claimed by U GEN against you.
5.3 You are solely responsible for maintaining the confidentiality and privacy of your password for your user account, and you will therefore be liable and responsible for all usage and/or activity on your account, including, but not limited to, the unauthorized use of your account by any person making use of your password and any purchases of services and/or products through your account, whether authorized or not. You acknowledge that your account is private and you agree to not provide any other person with access to the Sites through your account details, and to accept all risk of unauthorized access to your account and the information provided to us. You agree to immediately notify us if you discover or otherwise suspect any unauthorized access or use of the Sites or your account.
6 Intellectual property rights
6.1 For the purpose of this clause, the following words shall have the following meanings ascribed to them:
6.1.1 " Intellectual property rights" means all and any of the rights in and to intellectual property of any nature whatsoever owned and/or controlled directly or under licence by U GEN, now or in the future, including without limitation, U GEN’s rights, title and interest in and to all technology, source code/s, trade secrets, logos, systems, methods, trademarks, trade names, styles, insignia, designs, patents and copyright, and all similar proprietary rights which may subsist in any part of the world, whether registered or not.
6.2 All copyright and other intellectual property rights in all content, trademarks, software, data, material, including logos, databases, text, graphics, icons, hyperlinks, confidential information, designs, agreements, and multimedia works, published on or via the Sites ("proprietary material"), are the property of, or are licensed to, U GEN and as such are protected from infringement by local and international legislation and treaties.
6.3 By submitting reviews, comments and/or any other content (other than your personal information) to U GEN for posting on the Sites, you automatically grant U GEN and its affiliates a non-exclusive, royalty-free, perpetual, irrevocable right and licence to use, reproduce, publish, translate, sub-license, copy and distribute such content in whole or in part worldwide, and to incorporate it in other works in any form, media, or technology now known or hereinafter developed, for the full term of any copyright that may exist in such content. Subject to this licence, you retain any and all rights that may exist in such content.
6.4 All rights not expressly granted are reserved and no right, title or interest in any proprietary material or information contained in the Sites are granted to you.
6.5 Except with U GEN’s express written permission, no proprietary material from the Sites may be copied or retransmitted.
6.6 Irrespective of the existence of copyright, you acknowledges that U GEN is the proprietor of all material on the Sites (except where a third party is indicated as the proprietor), whether it constitutes confidential information or not, and that you have no right, title or interest in and to any such material.
6.7 You undertake not to change or delete any proprietary notices contained in any material, data or information downloaded or otherwise retrieved from U GEN’s Sites.
7 Risk, limitation of liability and indemnity
7.1 Your use of the Sites and the information contained on the Sites is entirely at your own risk and you assume full responsibility and risk of loss resulting from the use thereof.
7.2 The transmission of information via the internet, including without limitation, e-mail, is susceptible to monitoring and interception. You bear all risk of transmitting information in this manner. Under no circumstances shall U GEN be liable for any loss, harm, or damage suffered by you as a result thereof. U GEN reserves the right to request independent verification of any information transmitted via e-mail and you consent to such verification should U GEN deem it necessary.
7.3 To the extent permissible by law:
7.3.1 Neither U GEN, its affiliates, shareholders, agents, consultants or employees shall be liable for any damages whatsoever, including without limitation any direct, indirect, special, incidental, consequential or punitive damages, howsoever arising (whether in an action arising out of contract, statute, delict or otherwise) related to the use of, or the inability to access or use the content of the Sites or any functionality thereof, or the information contained on the Sites, or of any linked website, even if U GEN knows or should reasonably have known or is expressly advised thereof.
7.3.2 The liability of U GEN for faulty execution of the Sites as well as all damages suffered by the user, whether direct or indirect, as a result of the malfunctioning of the Sites shall be limited to U GEN rectifying the malfunction, within a reasonable time and free of charge, provided that U GEN is notified immediately of the damage or faulty execution of the Sites. This liability shall fall away and be expressly excluded if you attempt to correct or allow third parties to correct or attempt to correct the Sites without the prior written approval of U GEN. However in no event shall U GEN be liable to you for loss of profits or for special, incidental, consequential or punitive losses or damages arising out of or in connection with the Sites or its use or the delivery, installation, servicing, performance or use of it in combination with other computer software.
7.3.3 You hereby unconditionally and irrevocably indemnify U GEN and agree to hold U GEN free from all loss, damages, claims and/or costs, of whatsoever nature suffered or incurred by U GEN or instituted against U GEN as a direct or indirect result of:
7.3.3.1 your use of the Sites;
7.3.3.2 software, programs and support services supplied by, obtained by or modified by you or any third party without the consent or knowledge of U GEN;
7.3.3.3 your failure to comply with any of the terms or any other requirements which U GEN may impose from time to time;
7.3.3.4 the actions or requirements of any telecommunications authority or a supplier of telecommunications services or software; or
7.3.3.5 any unavailability of, or interruption in, the service which is beyond the control of U GEN.
7.4 U GEN makes no warranty or representation as to the availability, accuracy or completeness of the content of the Sites. You expressly waives and renounce all rights of whatever nature that yopu may have against U GEN for any LOSS suffered by the you, as a result of information supplied by U GEN being incorrect, incomplete or inaccurate.
7.5 U GEN reserves the right to restrict/refuse any order placed or service to anyone for any reason at any time.
8 Service Provider privacy and cookie policy
8.1 This clause 8 must be read with U GEN’s separate Privacy Policy document which together provides details about U GEN’s Privacy and Cookie Policy, which Policy forms part of these Terms. U GEN takes the your privacy seriously and is committed to protecting your personal information. U GEN uses the personal information that it collects from you in accordance with this Privacy and Cookie Policy.
8.2 Personal information when used in this Policy means information that can identify you as an individual or is capable of identifying you. By personal information we don't mean general, statistical, aggregated or anonymised information.
8.3 Your use of U GEN’s services signifies the your consent to U GEN collecting and using the your personal information as specified.
8.4 How U GEN collects information about you is dealt with in U GEN’s Privacy Policy document.
8.5 How U GEN uses your information is dealt with in U GEN’s Privacy Policy document.
8.6 How long U GEN keeps your information for is dealt with in U GEN’s Privacy Policy document.
8.7 Disclosing your information to third parties is dealt with in U GEN’s Privacy Policy document.
8.8 When and where U GEN uses cookie is dealt with in U GEN’s Privacy Policy document.
8.9 How you can refuse or opt out of cookies is dealt with in U GEN’s Privacy Policy document.
8.10 How you can manage your privacy preferences is dealt with in U GEN’s Privacy Policy document.
9 Products and/or Services
9.1 Certain products or services of U GEN are available exclusively online through the Sites. These products or services may have limited quantities and are subject to return or exchange only according to U GEN’s Return Policy.
9.2 U GEN reserves the right, but is not obliged to limit the sales of its products or services to any person, geographic region or jurisdiction.
9.3 U GEN reserves the right to limit the quantities of any products or services that it offers.
9.4 All descriptions of products or product pricing are subject to change at any time without notice, at the sole discretion of U GEN.
9.5 U GEN reserves the right to discontinue any product at any time.
9.6 U GEN does not warrant that the quality of any products, services, information or other material purchased or obtained by you on or through the Sites will meet your expectations, or that any errors in the service will be corrected.
10 UNDERTAKINGS
You agree:
10.1 not to provide incorrect, incomplete or outdated information to U GEN when it is requested;
10.2 to promptly update your account and other information, as set out in these Terms.
11 Confidentiality
Any information or material sent to U GEN will be deemed not to be confidential, unless otherwise agreed in writing by you and U GEN and will be processed and treated according to the Privacy Policy. U GEN invites you to read the Privacy Policy carefully before providing any personally identifying data and information.
12 Contact Details
If you have any questions about these Terms or the practices described herein, you may contact us on admin@u-gen.io or by mail to:
16192, Coastal Highway, Lewes, Delaware, 19958, County of Sussex, marked for the attention of uGen Inc.
13 Breach or cancellation by Service Provider
13.1 U GEN is entitled without notice, in addition to any other remedy available to it at law or under these Terms, including obtaining an interdict, to cancel these Terms, limit or deny such user use of the Sites and services, or to claim specific performance of any obligation whether or not the due date for performance has arrived, in either event without prejudice to U GEN’s right to claim damages, should you:
13.1.1 breach any of these Terms;
13.1.2 in the sole discretion of U GEN, use the Sites in an unauthorised manner; or
13.1.3 infringe any statute, regulation, ordinance or law.
13.2 BREACH OF THESE TERMS ENTITLES U GEN TO TAKE LEGAL ACTION WITHOUT PRIOR NOTICE TO THE YOU AND THE YOU AGREE TO REIMBURSE THE COSTS ASSOCIATED WITH SUCH LEGAL ACTION TO U GEN ON AN ATTORNEY AND CLIENT SCALE.
14 Compliance with laws
You shall comply with all applicable laws, statues, ordinances and regulations pertaining to your use of and access to the Sites. These Terms shall be interpreted and construed in accordance with the laws of the State of Delaware.
15 Notices
Except as explicitly stated otherwise, any notices shall be given by email to the e-mail address of admin@u-gen.io for U GEN or to the e-mail address you have provided to U GEN (in your case), or such other address that has been specified. Notice shall be deemed given 48 (forty eight) hours after an email is sent, unless the sending party is notified that the email address is invalid. Alternatively, notice may be made by registered mail, postage prepaid and return receipt requested, to the address specified by either party. In such case, notice shall be deemed given 7 (seven) days after the date of mailing. You acknowledge that all agreements, notices or other communication required to be given in terms of the law or these Terms may be given via electronic means and that such communications shall be "in writing". Notwithstanding anything to the contrary, a written notice or communication actually received by a party shall be an adequate written notice or communication to it, notwithstanding that it was not sent to or delivered at its chosen address(es) for that purpose.
16 General clauses
16.1 The Sites are controlled, operated and administered by U GEN from its affiliate offices within the Republic of South Africa. U GEN makes no representation that the content of the Sites are appropriate or available for use outside of the United States of America. Users may not use the Sites in violation of Federal and State laws. If the user accesses the Sites from locations outside of the United States of America, that user is responsible for compliance with all local laws.
16.3 U GEN does not guarantee continuous, uninterrupted or secure access to its Sites, as operation of its Sites may be interfered with as a result of a number of factors which are outside of U GEN’s control.
16.4 If any provision of these Terms is held to be illegal, invalid or unenforceable for any reason, such provision shall be struck out from these Terms and the remaining provisions shall be enforced to the full extent of the law.
16.5 U GEN’s failure to act to a breach by you or others does not constitute a waiver of
U GEN’s right to act with respect to subsequent or similar breaches.
16.6 You shall not be entitled to cede your rights or assign your rights or delegate your obligations in terms of these Terms to any third party without the prior written consent of U GEN.
16.7 No party shall be bound by any express or implied term, representation, warranty, promise or the like not recorded herein, whether it induced the contract and/or whether it was negligent or not.
16.8 The head notes to the paragraphs to these Terms are inserted for reference purposes only and shall not affect the interpretation of any of the provisions to which they relate.
16.9 Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include females and words importing persons shall include partnerships and corporate and unincorporated entities.
16.10 These Terms set forth the entire understanding and agreement between U GEN and yourself with respect to the subject matter hereof.