The terms “we,” “us,” and “our” refer to UNDACOVER.
The term the “Site” refers to Undacover.com.
The terms “user,” “you,” and “your” refer to site visitors, customers, members and any other users of the site.
Undacover Membership is a membership site for online training, courses, resources and other content relating to planning, creating, marketing and growing a membership site (the “Service”).
Use of Undacover.com, including all materials presented herein and all online services provided by Undacover, is subject to the following Terms and Conditions. These Terms and Conditions apply to all site visitors, customers, and all other users of the site. By using the Site or Service, you agree to these Terms and Conditions, without modification, and acknowledge reading them.
Parties agree that the Service is in the nature of education. The scope of services provided by UNDACOVER according to this Agreement are limited to those listed on undacover.com website. Undacover reserves the right to substitute services equal to or comparable to the services listed if the need arises, without prior notice.
USE OF THE SITE AND SERVICE
To access or use the Site, you must be 18 years of age or older and have the requisite power and authority to enter into these Terms and Conditions. Children under the age of 18 are prohibited from using the Site. Information provided on the Site and in the Service related to membership sites and other information are subject to change. Undacover makes no representation or warranty that the information provided, regardless of its source (the “Content”), is accurate, complete, reliable, current, or error-free. Undacover disclaims all liability for any inaccuracy, error, or incompleteness in the Content.
In order to use the Service, you will be required to provide information about yourself including your name, email address, username and password, and other personal information. You agree that any registration information you give to Undacover will always be accurate, correct, and up to date. You must not impersonate someone else or provide account information or an email address other than your own. Your account must not be used for any illegal or unauthorised purpose. You must not, in the use of the Service, violate any laws in your jurisdiction.
You may use the Site and Service for lawful purposes only. You agree to be financially responsible for all purchases made by you or someone acting on your behalf through the Site. You agree to use the Site and to purchase services or products through the Site for legitimate, non-commercial purposes only. You shall not post or transmit through the Site any material which violates or infringes the rights of others, or which is threatening, abusive, defamatory, libellous, invasive of privacy or publicity rights, vulgar, obscene, profane, or otherwise objectionable, contains injurious formulas, recipes, or instructions, which encourages conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any law.
REFUSAL OF SERVICE
The Services are offered subject to our acceptance of your order or requests. We reserve the right to refuse service to any order, person or entity, without the obligation to assign reason for doing so. No order is deemed accepted by us until payment has been processed. We may at any time change or discontinue any aspect or feature of the Site or Service, subject to us fulfilling our previous responsibilities to you based on acceptance of your payment.
We reserve the right to remove the accounts held by any individuals representing companies that offer a similar or directly competing Service.
We will email you to confirm the placement of your order and with details concerning product delivery and ongoing payments. In the event that there is an error in this email confirmation, it is your responsibility to inform us as soon as possible.
DURATION OF AGREEMENT
Once confirmed, we will provide you access to the purchased Service. You agree and understand that access to the Service may at times be influenced and affected by third parties that we use to provide the Service (web hosting, membership site plugins, etc.). You agree and understand that no breach of contract action may be initiated against Undacover when there are reasonable delays in the access of the Service.
Undacover reserves the right to terminate the Service, and or access to certain features of the Service, with or without prior notice to you. We will make reasonable efforts to provide notice but is not required to do so under the terms of this agreement.
Lifetime Access is for the lifetime of the Service. If for any reason, Undacover should dissolve or cease to exist, then your access to the Service terminates.
If you are paying on a monthly subscription this allows you access to the Service for 30 days. Failure to pay your monthly subscription payment will result in access to the Service being stopped. You may cancel the automatic renewal of your monthly subscription at any time and your access to the Site will end at the end of the current contracted term.
For annual subscriptions you will receive 365 days access. You may cancel the automatic renewal of your annual subscription at any time and your access to the Site will end at the end of the current contracted term.
CANCELLATIONS & REFUNDS
You may cancel your monthly subscription at any time in writing to firstname.lastname@example.org but due to the nature of the Service no refunds will be made for any membership fees already paid.
Once you cancel you will no longer have access to the Service, including all content and community resources, once your current membership period is completed.
No partial refunds are given should you terminate an annual subscription before your renewal date, however you will retain access to the Service until the end of your annual payment term.
It is entirely your responsibility to ensure that you cancel your account in good time should you no longer require the Service and do not wish to be billed further.
We endeavour to describe and display the Service as accurately as possible. While we try to be as clear as possible in explaining the Service, please do not accept that the Site is entirely accurate, current, or error-free. From time to time we may correct errors in pricing and descriptions. We reserve the right to refuse or cancel any order with an incorrect price listing.
MATERIAL YOU SUBMIT TO THE SITE
You shall not upload, post or otherwise make available on the Site any artwork, photos, or other materials (collectively “Materials”) protected by copyright, trademark, or other proprietary right without the express written permission of the owner of the copyright, trademark, or other proprietary right, and the burden of determining that any Materials are not so protected rests entirely with you. You shall be liable for any damage resulting from any infringement of copyrights, trademarks, or other proprietary rights, or any other harm resulting from such a submission. For all Materials submitted by you to the Site, you automatically represent or warrant that you have the authority to use and distribute the Materials, and that the use or display of the Materials will not violate any laws, rules, regulations, or rights of third parties.
As a feature of the Service, Undacover may provide access to a community or social media platforms in conjunction with the Service. Undacover is not required to provide a community platform, and has complete discretion with regards to the platform, and the nature of the interaction, dependent on the Service.
You agree that your use of these community and social media platforms is a privilege and Undacover may limit or deny access to these platforms for misconduct that includes but is not limited to being inappropriate, rude, violent, or threatening. Undacover will make reasonable efforts to provide notice to you with regards to inappropriate or unapproved content that you have placed within the voluntarily provided community and social media platform. Undacover is not required to provide notice, and reserves all rights to take immediate and appropriate action to protect the Undacover brand and image integrity.
INTELLECTUAL PROPERTY RIGHTS TO YOUR MATERIALS
We claim no intellectual property rights over the material you supply to Undacover. You retain copyright and any other rights you may rightfully hold in any content that you submit through the Site or Service. Content you submit to Undacover remains yours to the extent that you have any legal claims therein. You agree to hold Undacover harmless from and against all claims, liabilities, and expenses arising out of any potential or actual copyright or trademark misappropriation or infringement claimed against you. By posting material on the Site, you grant us a worldwide, nonexclusive, irrevocable license to use the material for promotional, business development, and marketing purposes.
You consent to recordings being made of calls or webinars provided as part of the Service. You consent to your name, words, voice, and likeness being used by Undacover for promotional, business development, and marketing purposes, without compensation to you. We will make reasonable effort to secure your written permission before using and distributing recordings, print materials, audio, or visual representations that refer to you.
OUR INTELLECTUAL PROPERTY
The Site and Service contain intellectual property owned by Undacover, including trademarks, copyrights, proprietary information, and other intellectual property. Undacover's copyrighted and original materials are provided to you as part of the Service for your individual use only and a single-user license. All intellectual property, including Undacover’s copyrighted materials shall remain the sole property of Undacover. No license to sell or distribute our materials is granted or implied.
You may not modify, publish, transmit, participate in the transfer or sale of, create derivative works from, distribute, display, reproduce or perform, or in any way exploit in any format whatsoever any of the Site or Service Content or intellectual property, in whole or in part, without our prior written consent. This includes but is not limited to sharing material with others, posting excerpts of material on any social media, blogging about the material, or in any other way that would reasonably appear to share the Site or Service’s information with a non-member. We reserve the right to immediately remove you from the Service, without refund, if you are caught violating this intellectual property policy.
LIMITATION OF LIABILITY
YOU AGREE THAT UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR ANY OTHER DAMAGES ARISING OUT OF YOUR USE OF THE SITE OR SERVICE. ADDITIONALLY, UNDACOVER IS NOT LIABLE FOR DAMAGES IN CONNECTION WITH (I) ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, DENIAL OF SERVICE, ATTACK, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, OR LINE OR SYSTEM FAILURE; (II) LOSS OF REVENUE, ANTICIPATED PROFITS, BUSINESS, SAVINGS, GOODWILL OR DATA; AND (III) THIRD PARTY THEFT OF, DESTRUCTION OF, UNAUTHORISED ACCESS TO, ALTERATION OF, OR USE OF YOUR INFORMATION OR PROPERTY, REGARDLESS OF OUR NEGLIGENCE, GROSS NEGLIGENCE, FAILURE OF AN ESSENTIAL PURPOSE AND WHETHER SUCH LIABILITY ARISES IN NEGLIGENCE, CONTRACT, TORT, OR ANY OTHER THEORY OF LEGAL LIABILITY. THE FOREGOING APPLIES EVEN IF UNDACOVER HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN THE DAMAGES. IN THOSE STATES THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR THE DAMAGES, OUR LIABILITY IS LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY LAW. IN NO EVENT SHALL UNDACOVER'S CUMULATIVE LIABILITY TO YOU EXCEED THE TOTAL PURCHASE PRICE OF THE SERVICE YOU HAVE PURCHASED FROM UNDACOVER, AND IF NO PURCHASE HAS BEEN MADE BY YOU UNDACOVER'S CUMULATIVE LIABILITY TO YOU SHALL NOT EXCEED £47
THIRD PARTY RESOURCES
The Site and the Service may contain links to third party websites and resources. You acknowledge and agree that we are not responsible or liable for the availability, accuracy, content, or policies of third party websites or resources. Links to such websites or resources do not imply any endorsement by or affiliation with Undacover. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
You shall indemnify and hold us harmless from and against any and all losses, damages, settlements, liabilities, costs, charges, assessments, and expenses, as well as third party claims and causes of action, including, without limitation, attorney’s fees, arising out of any breach by you of any of these Terms and Conditions, or any use by you of the Site or Service. You shall provide us with such assistance, without charge, as we may request in connection with any such defence, including, without limitation, providing us with such information, documents, records, and reasonable access to you, as we deem necessary. You shall not settle any third party claim or waive any defence without our prior written consent.
EFFECT OF HEADINGS
The subject headings of the paragraphs and subparagraphs of this Agreement are included for convenience only and shall not affect the construction or interpretation of any of its provisions.
ENTIRE AGREEMENT; WAIVER
This Agreement constitutes the entire agreement between you and Undacover pertaining to the Site and Service and supersedes all prior and contemporaneous agreements, representations, and understandings between us. No waiver of any of the provisions of this Agreement by Undacover shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by Undacover.
All notices, requests, demands, and other communications under this Agreement shall be in writing and properly addressed as follows:
Unit 7 Riverside Business Park
RECOVERY OF LITIGATION EXPENSES
If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.
If any term, provision, covenant, or condition of this Agreement is held by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.
If Undacover has not received payment on the Effective Date or the payment fails to come through at any time during the Subscription Term, then without prejudice to any other rights and remedies of Undacover, Undacover may, without liability to the Members, disable the Members’ password, account and access to all or part of the Subscription Services and Undacover shall be under no obligation to provide any or all of the Subscription Services while the Membership Fees concerned remain unpaid.
If any of the audits referred to reveal that the Members have underpaid Membership Fees to Undacover, then without prejudice to Undacover’ other rights, the Members shall pay to Undacover an amount equal to such underpayment as calculated in accordance with the prices set out within 10 Business Days of the date of the relevant audit.
TERM AND TERMINATION
This Agreement shall commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this Agreement shall be automatically renewed for the same term as the Initial Subscription Term and each such period shall be referred to as a Renewal Period, unless:
1.1 either party notifies the other party of termination, in writing, in which case this Agreement shall terminate after the period of subscription already paid for: or
1.2 otherwise terminated in accordance with the provisions of this Agreement;
and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
2 Without prejudice to any other rights or remedies to which the parties may be entitled:
2.1 either party may terminate this Agreement by written notice as of immediate effect without liability to the other if the other party commits a material breach of any of the terms of this Agreement and if such a breach is remediable fails to remedy that breach within 5 Business Days of that party being notified in writing of the breach; or
2.2 Undacover may terminate this Agreement by written notice as of immediate effect without liability to the Members if:
(a) is of the opinion that information provided on the Joining Form or Submission is false.
3 On termination of this Agreement for any reason:
3.1 all licences granted under this Agreement shall immediately terminate;
3.2 each party shall return and make no further use of any equipment, property, Information and other items and all copies of them belonging to the other party;