Welcome to Ulyngo!
Ulyngo is a virtual student-to-student marketplace located at www.ulyngo.com (the “Site”) and offers a convenient and safe way to conduct transactions with your fellow students (the “Service”). The Service is owned, and operated by Ulyngo, Inc. (“Ulyngo,” “we,” “our,” or “us”). The generic terms “you,” “your,” and “yours” refer to all users of the Service irrespective of whether offering to sell, selling, browsing or buying good and services (the “Merchandise”). The term “seller” specifically refers to users offering to sell their Merchandise, and the term “buyer” specifically refers to users buying the Merchandise, through the Service.
IMPORTANT – PLEASE READ CAREFULLY: THESE ULYNGO TERMS OF SERVICE CONSISTING OF THE GENERAL TERMS AND CONDITIONS, SELLING ON ULYNGO TERMS AND CONDITIONS AND BUYING ON ULYNGO TERMS AND CONDITIONS (COLLECTIVELY, THE “TERMS”) ALONG WITH ALL THE RULES, POLICIES AND GUIDELINES INCORPORATED IN THESE TERMS BY REFERENCE CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN ULYNGO AND YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) AND GOVERN YOUR USE OF THE SERVICE TO LIST, SELL, OFFER TO SELL OR PURCHASE THE MERCHANDISE. BY REGISTERING TO OPEN AN ACCOUNT AND/OR USING THE SERVICE, YOU AGREE AND ACKNOWLEDGE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, PLEASE DO NOT USE THE SERVICE.
WE RESERVE THE RIGHT TO MODIFY THESE TERMS AT ANY TIME, AND EACH SUCH MODIFICATION SHALL BE EFFECTIVE UPON POSTING. ALL MATERIAL MODIFICATIONS WILL APPLY PROSPECTIVELY ONLY. YOUR CONTINUED USE OF THE SERVICE FOLLOWING ANY SUCH MODIFICATION CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE TERMS, AS MODIFIED. IF ANY MODIFICATION IS NOT ACCEPTABLE TO YOU, YOUR SOLE REMEDY AND RECOURSE IS TO DISCONTINUE USE OF THE SERVICE. THEREFORE, IT IS IMPORTANT FOR YOU TO REVIEW THESE TERMS REGULARLY.
PLEASE NOTE THAT THE UNIVERSITY, COLLEGE OR OTHER EDUCATIONAL INSTITUTION WHERE THE SERVICE IS OFFERED (THE “INSTITUTION”) HAS NO CONTROL OVER THE SERVICE OR THE TRANSACTIONS CONDUCTED THROUGH THE SERVICE. THE SERVICE IS SOLELY OFFERED AND OPERATED BY ULYNGO. BY USING THE SERVICE, YOU UNDERSTAND THERE ARE RISKS INVOLVED WITH TRADING, SELLING OR BUYING ONLINE, SUCH AS FOREIGN NATIONALS SEEKING INFORMATION, USERS WHO ARE MINORS OR USE FALSE IDENTITIES, NON-PERFORMANCE BY EITHER PARTY TO THE TRANSACTION, AND OTHER PROBLEMS WHICH MAY ARISE. THE INSTITUTION IS NOT INVOLVED IN THE TRANSACTIONS AND THE INSTITUTION DOES NOT CONTROL ANY PART OF THE TRANSACTION BETWEEN THE SELLERS AND BUYERS.
- GENERAL TERMS AND CONDITIONS
These General Terms and Conditions are a part of the Ulyngo Terms of Service and apply to all users of the Service, whether offering to sell, selling, browsing or buying Merchandise through the Service.
To use the Service, you must be able to enter into a binding contract under the applicable laws. If you are an individual, you represent that you are 18 years of age or over, or of the legal age to form a binding contract in your jurisdiction if that age is greater than 18 years.
You are required to register and create a unique, password-protected account or log in via your student ID (“your account”) in order to access and use the Service to offer, sell or buy Merchandise. You agree to: (a) provide true, accurate, current, and complete information as prompted by the registration form; and (b) maintain and update such information to keep it true, accurate, current, and complete at all times. You authorize us to use any information you provide us (including your SSN, TIN or EIN) to verify your antecedents and obtain your credit reports before opening your account. We reserve the right to reject your application or delete your account without warning if you are found to have misrepresented your registration information or you fail to meet our eligibility criteria.
You are responsible for maintaining the confidentiality of your account user name and password. You agree to (a) immediately notify us of any unauthorized use of your password or account, or any other breach of security, and (b) ensure that you exit from your account at the end of each session. You will be solely responsible for safeguarding your password and also for any actions under your password and account, whether authorized by you or not.
Acceptable Use Policy
Subject to your acceptance and compliance with these Terms, we hereby grant you permission to access and use the Service, provided that you shall not (and not allow third party to): (i) lead off the Site to complete transactions in any manner including through links in emails, chat or phone correspondence with users; (ii) modify, adapt, translate, or reverse engineer any portion of the Service or the Site; (iii) remove any copyright, trademark or other proprietary rights notices contained in or on the Site or Service or in or on any content or other material obtained via the Site or Service; (iv) use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve or index any portion of the Service; (v) access, retrieve or index any portion of the Service for purposes of constructing or populating a searchable database of business reviews; (vi) collect or harvest any information about other users or members (including usernames and/or email addresses) for any purpose; (vii) reformat or frame any portion of the web pages that are part of the Site; (viii) create user accounts by automated means or under false or fraudulent pretenses; (ix) create or transmit unwanted electronic communications such as “spam” to other users or members of the Service or otherwise interfere with other users’ or members’ enjoyment of the Service; (x) transmit any viruses, worms, defects, Trojan horses or other items of a destructive nature; (xi) use the Service to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material, including any material that may be deemed threatening or obscene; (xii) copy or store any content offered on the Site for other than your own personal use; (xiii) use any device, software or routine that interferes with the proper working of the Service, or otherwise attempt to interfere with the proper working of the Service; (xiv) take any action that imposes, or may impose in our sole discretion, an unreasonable or disproportionately large load on our IT infrastructure; (xv) use the Service intentionally or unintentionally, to violate any applicable local, state, national or international law; or (xv) collect or store personal data about other users in connection with the prohibited activities described in this paragraph.
Ulyngo Role and Release
The Service is an online student-to-student marketplace to sell and buy Merchandise subject to these Terms. We are neither a seller nor a buyer. As a seller, you may list any permitted items of Merchandise on the Site and, as a buyer, you may buy any product or service offered by the sellers. Therefore, if you have a dispute with a seller or a buyer, you release us, our affiliates (and our respective officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of, or in any way connected with, such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release. For example, if you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
We are not responsible in any way for actual transaction between a seller and a buyer. Without limiting the generality of the foregoing, you acknowledge and agree as follows: (i) we do not participate in any actual transactions, including, without limitation, negotiations, discussions, or proposals, and you expressly waive any requirement that purports to impose on us an obligation to perform any services other than those expressly undertaken by us; (ii) we do not render legal, brokerage, scientific or other professional advice or services; in the event you desire or need such services, we strongly advise you to secure the same; (iii) we are not undertaking any, and have no, duties to you including, without limitation, the obligation to screen prospective sellers or buyers; and (iv) while we comply with applicable state and federal laws, we cannot guarantee that our users so comply. Accordingly, we assume no liability for any user’s failures to comply with such laws.
Reservation of Rights
You acknowledge that the Site, the Service and the underlying software and all intellectual property rights therein, including copyrights, patent rights, trade secret rights, and trademark rights, are owned by us. All rights not expressly granted herein are reserved by us. Except as expressly and specifically set forth in the Terms, nothing herein shall be construed as granting to you any property right, by license, implication, estoppel, or otherwise, to any of our intellectual property rights.
Ulyngo and its associated logos are either registered trademarks or trademarks of ours. All other company names, logos and other identifying marks that may be listed as part of our Service may be trademarks of their respective owners. WE DO NOT CLAIM ANY OWNERSHIP IN ANY THIRD PARTY’S TRADEMARKS NOR DO WE CLAIM ANY SPONSORSHIP, ASSOCIATION WITH OR ENDORSEMENT BY SUCH THIRD PARTIES.
We may allow you to post reviews, comments, photos, and other content; send communications; and submit suggestions, ideas, comments, questions, or other information (“your content”) on the Site. You are solely responsible for your content. Subject to the licenses you are granting hereunder, you retain all right, title and interest, including without limitation all worldwide intellectual property rights, in and to your content.
By submitting, posting or displaying your content on or through the Site, you automatically grant to us a worldwide, perpetual, royalty-free, irrevocable, non-exclusive, sub-licensable and transferable right and license to use, reproduce, store, host, index, cache, distribute (through multiple tiers), publicly perform, publicly display, (each of the foregoing in any form, medium or technology now known or later developed), modify and adapt including without limitation the right to adapt for streaming, downloading, broadcasting, distribution, publicly displaying, publicly performing (each of the foregoing in any form, medium or technology now known or later developed), create derivative works from, and exercise all aforesaid rights with respect to such derivative works, and otherwise exploit in any manner, your content or any part thereof. You hereby expressly waive any and all so-called moral rights you may have in your content.
You hereby represent and warrant that your content, (i) and our use thereof pursuant to these Terms does not and will not, directly or indirectly, violate, infringe or breach any duty toward or rights of any person or entity, including without limitation any copyright, trademark, service mark, trade secret, other intellectual property, publicity or privacy right, (ii) does not contain any material that is sexual, pornographic, erotic, obscene, indecent or profane in its use of sexual language or description or depictions of sexual acts, (iii) is not fraudulent, misleading, hateful, tortuous, defamatory, slanderous, libelous, abusive, violent, threatening, profane, vulgar or obscene, (iv) does not harass others, promote bigotry, racism, hatred or harm against any individual or group, promote discrimination based on race, sex, religion, nationality, sexual orientation or age, or otherwise interfere with another party’s use of the Service, (v) does not promote illegal or harmful activities or substances or provide instructional information about activities such as making or buying illegal weapons or substances, (vi) is not illegal, unlawful or contrary to the laws or regulations in any state or country where, as applicable, your content are created, displayed or accessed, (vii) does not contain any adware, malware, spyware, computer programming routines, software or viruses that are intended to damage, interfere with or in any way limit the functionality of any computer software or hardware or telecommunications equipment, intercept or expropriate any system data or personal information, permit unauthorized access to the Service or any part thereof or disable, damage or erase any portion of the content or advertisements processed or stored therein; or (viii) does not constitute unsolicited bulk email, junk mail, spam or chain letters.
Disclaimer of Warranties
THE SITE, THE SERVICE AND ALL FEATURES AND FUNCTIONALITIES ASSOCIATED THEREWITH ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE DISCRETION AND RISK. YOU ACKNOWLEDGE AND AGREE THAT YOU MUST EVALUATE, AND BEAR ALL RISKS ASSOCIATED WITH THE USE OF THE SERVICE AND PURCHASE AND SALE OF MERCHANDISE, AND ANY CONTENT DESCRIBING THE MERCHANDISE, INCLUDING ANY RELIANCE ON THE ACCURACY, COMPLETENESS, OR USEFULNESS OF SUCH CONTENT.
TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, NON-INFRINGEMENT AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT WE MAY ELIMINATE OR OTHERWISE MODIFY ANY OR ALL ASPECTS OF THE SERVICE, INCLUDING ANY FEATURES THEREOF, WITHOUT COMPENSATION OR NOTICE TO YOU. WE MAKE NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE SERVICE OR THAT YOUR USE OF THE SERVICE WILL BE FREE FROM INTERRUPTION, LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION AND WE DISCLAIM ANY LIABILITY WITH RESPECT THERETO.
Limitation of Liability
You understand and agree that your use of the Marketplace is at your own discretion and risk and that you will be solely responsible for any damages that arise from such use including, without limitation, for loss of data and or any type of malfunction to your computer. IN NO EVENT SHALL WE OR ANY OF OUR SHAREHOLDERS, DIRECTORS, OFFICERS OR EMPLOYEES BE LIABLE (JOINTLY OR SEVERALLY) TO YOU FOR PERSONAL INJURY OR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSS, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF DAMAGE, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR PERFORMANCE OF THE SERVICE. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCE FOR LOSSES ARISING FROM THE USE OR INABILITY TO USE THE SERVICE (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE COMMISSION EARNED BY US FROM THE TRANSACTION GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
You will defend, indemnify and hold harmless us and our affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys’ fees) arising out of any claim that arises out of or relates to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms; or (ii) your use of the Service.
Basis of the Bargain
THE PARTIES ACKNOWLEDGE AND AGREE THAT THE FOREGOING SECTIONS ON INDEMNIFICATION, WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY FAIRLY ALLOCATE THE RISKS BETWEEN THE PARTIES AND ARE ESSENTIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.
You will not, and will cause your affiliates not to, directly or indirectly disclose, convey or use any order information or other data or personal information acquired by you or your affiliates from us as a result of your use of the Service or the transactions contemplated hereby, except as necessary for you to perform your obligations, provided that you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information.
Anonymous Data Collection
We shall have the right to utilize data capture, syndication, analysis tools, and other similar tools to extract, compile, synthesize, and analyze any non-personally identifiable data or information resulting from your use of the Service (“anonymous data”). To the extent that any anonymous data is collected by us, such data shall be solely owned by us and may be used by us for any lawful business purpose without a duty of accounting to you therefor; provided, that the anonymous data is used only in an aggregated form, without specifically identifying the source of the anonymous data.
Ulyngo reserves the right to terminate, restrict or suspend your use of the Service, without notice, for any or no reason whatsoever.
These Terms shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Products is excluded and does not apply to these Terms. If any dispute relating in any way to these Terms or the policies or your use of the Service shall be submitted to confidential arbitration in San Francisco, California, USA, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the State of California, USA and you consent to exclusive jurisdiction and venue in such courts. Arbitration under these Terms shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under these Terms shall be joined to an arbitration involving any other party subject to these Terms, whether through class arbitration proceedings or otherwise. The failure to require performance of any provision shall not affect our right to require performance at any time thereafter, nor shall a waiver of any breach or default of these Terms constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any portion of these Terms is found to be unenforceable, such portion will be modified to reflect the parties’ intention and only to the extent necessary to make it enforceable, and the remaining provisions of these Terms will remain in full force and effect. These Terms constitute the entire and exclusive understanding and agreement between you and us regarding this subject matter, and supersedes any and all prior or contemporaneous agreements or understandings, written and oral.
- SELLING ON ULYNGO TERMS AND CONDITIONS
These Selling on Ulyngo Terms and Conditions are a part of the Ulyngo Terms of Service and apply to all sellers using the Service in addition to the General Terms and Conditions.
After you have set up your account, we will enable you to list your Merchandise on the Site to offer for sale and sell through the Service. As a seller, you will be responsible for providing accurate and complete information and for promptly updating that information, as necessary, to ensure it at all times remains accurate and complete. Your listing on the Site constitutes an offer to buy your Merchandise, and placing of an order by a buyer constitutes acceptance and formation of a contract, subject to the terms and conditions contained herein or such other terms and conditions as you may agree with a buyer.
You are only allowed to list, offer and sell only such Merchandise as can be legally offered or sold through the Service. We reserve the right to determine whether your products or services qualify for offering through the Service. Without limiting the foregoing, following products are expressly prohibited from being listed through the Service: (a) offensive materials, including material that incites racial hatred or promotes discrimination based on race, sex, religion, national origin, physical ability, sexual orientation or age; (b) obscene materials including pornographic material; (c) live animals; (d) intoxicating liquor and tobacco and home-made alcoholic beverages; (e) firearms and ammunition; (f) stolen goods; (g) advertisements; (h) illegal or prescription drugs; (i) items whose sale, distribution or offering for sale is prohibited by any applicable law; (j) offensive weapons, poisons and dangerous substances (as defined by the applicable law or laws); (k) counterfeit currency, digital currency, debit cards or credit cards, and (i) any other products or services determined to be incompatible with the intended purpose of the Service.
Sale and Fulfillment
You will be solely responsible to source, offer, sell and fulfill each order placed by a buyer for your Merchandise.
We may use mechanisms that rate, or allow buyers to rate, your Merchandise and your performance as a seller. We may make these ratings and feedback publicly available.
Control of Site
We have the right in our sole discretion to determine the content, appearance, design, functionality and all other aspects of the Site, including by redesigning, modifying, removing or restricting access to any of them, and by suspending, prohibiting or removing any listing.
III. BUYING ON ULYNGO TERMS AND CONDITIONS
These Buying on Ulyngo Terms and Conditions are a part of the Ulyngo Terms of Service and apply to all buyers using the Service in addition to the General Terms and Conditions.
You can place orders for sellers’ Merchandise offered through the Service by following the instructions on the Site. Sellers’ listing on the Site constitutes an offer to you to buy their Merchandise. Placing of an order by you constitutes acceptance and formation of a contract. Please carefully read these Terms and any special terms and conditions including seller’s returns and refunds policy before placing an order. Please note that your purchases are charged at the time you place your order. We shall not be parties to any contract between you and the seller and are not responsible for any act or omission by either party that may be in violation of such a contract. Without limiting the foregoing, we are not responsible for timely performance by either party of its obligations or failure of any representations or warranties made by either party under such a contract or for any defects in Merchandise supplied by the sellers. If an item of Merchandise is listed at an incorrect price or with incorrect information due to a typographical error or error in pricing or product information received from a seller, we have the right to refuse or cancel any orders placed for such products or services, whether or not you have placed the order or have been charged.
We require the sellers to be as accurate as possible. However, we do not warrant that Merchandise descriptions or other content on the Site is accurate, complete, reliable, current or error-free. If an item of Merchandise offered on the Site is not as described, your sole remedy is to return it in unused condition.