Effective Date: August 30, 2024
These Terms of Use (the “Terms”) are entered into between you (“you,” or “User”) and www.usvirtualaddress.com. , and its affiliates and related entities (“Company,” “the Company,” “we,” “us,” and “our”).
These Terms govern your access to and use of Company services offered on the website application located at www.usvirtualaddress.com (the “Web Application”), as well as our mobile application (the “Mobile Application”, together with the Web Application, the “Platform”).
The software and technology used to operate the Platform are owned and provided by Spica Strategy, DBA Uvaa. (the “Platform Provider”).
Spica Strategy, DBA Uvaa (hereinafter, “Uvaa”) (a) owns and operates the Uvaa proprietary software platform that enables users to register and manage a virtual business address and manage certain remote digital mailbox services (the “Platform”); and (b) provides certain virtual business address services through Uvaa’s authorized third-party Commercial Mail Receiving Agency (CMRA) providers (the “Authorized Providers”), certain mail handling services, each as further described herein (all of the foregoing, collectively, the “Services”). This Terms of Service Agreement (this “Agreement”) governs the access and use of the Platform, Services, and any related services, content, and/or materials provided and/or made available by Uvaa and/or its Authorized Providers in connection with the use of the Platform and/or Services (collectively, the “Uvaa Service”).
By accessing, browsing, submitting information to and/or using the Platform, you agree and acknowledge on your own behalf (referred to throughout the Terms as “you”) that you have read, understand and agree to be bound by these Terms and to comply with all applicable laws including, without limitation, all federal, state and local tax and tariff laws, regulations, and/or directives.
IMPORTANT — PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS GOVERNING ACCESS AND USE OF THE Uvaa SERVICE. THIS AGREEMENT ALSO CONTAINS AN AGREEMENT TO ARBITRATE IN SECTION 16 OF THIS AGREEMENT WHICH WILL REQUIRE THE CUSTOMER (AS DEFINED BELOW) TO SUBMIT CLAIMS AGAINST Uvaa TO BINDING AND FINAL ARBITRATION.
BY CREATING AN ACCOUNT FOR SERVICES, AND/OR USING OR ACCESSING THE Uvaa SERVICE (OR ANY PART THEREOF) IN ANY MANNER, INCLUDING, BUT NOT LIMITED TO, ACCESSING OR USING THE PLATFORM:
(1) YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT (INCLUDING ALL OF THE TERMS AND CONDITIONS SPECIFIED OR REFERENCED BELOW);
(2) YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT (INCLUDING ALL OF THE TERMS AND CONDITIONS SPECIFIED OR REFERENCED BELOW), ON BEHALF OF THE ENTITY OR PERSON IN RESPECT OF WHOM ACCESS AND USE OF THE Uvaa SERVICE WAS OBTAINED (SUCH ENTITY OR PERSON, THE “CUSTOMER”); AND
(3) YOU AGREE THAT CUSTOMER IS ENTERING INTO THIS AGREEMENT (INCLUDING ALL OF THE TERMS AND CONDITIONS SPECIFIED OR REFERENCED BELOW) WITH Spica Strategy, DBA Uvaa.
IF YOU AND/OR THE CUSTOMER DOES NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR YOU DO NOT HAVE AUTHORITY TO BIND CUSTOMER TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AS SET FORTH ABOVE, DO NOT CREATE AN ACCOUNT OR ACCESS OR USE THE Uvaa SERVICE (OR ANY PART THEREOF).
1. ACCESS AND USE OF THE Uvaa SERVICE
1.1. Accounts
Customer must register an account to access and use the Uvaa Service (“Account”). Customer represents and warrants that all information provided to Uvaa through or in connection with Customer’s Account and/or in connection with the access and use of the Uvaa Service, and at all times will be, true, accurate, current, up to date, and complete. In addition, Customer agrees that Customer will not (a) create an Account using a false identity or fictitious name or information, and/or (b) create an Account or use the Uvaa Service if Customer has been previously removed or banned by Uvaa from use of the Uvaa Service, or any part thereof. Customer understands and agrees that Customer is solely responsible for maintaining the confidentiality of and protecting Customer’s password and/or login credentials related to the Account. Customer is solely responsible for any activity originating from the Account, regardless of whether such activity is authorized by Customer. Customer agrees to notify Uvaa immediately of any unauthorized use of the Account. Uvaa reserves the right to limit the number of Accounts that can be created from a computer or mobile device and the number of computer or mobile devices that can access an individual Account.
1.2. Subscriptions
Subject to the terms of this Agreement, Uvaa will provide access to the Uvaa Service on a subscription license basis in accordance with the subscription plan purchased by Customer from Uvaa (the “Subscription Plan”). Each Subscription Plan shall begin on the date Customer purchased the Subscription Plan, or on the start date specified in the applicable order form entered into by Customer and Uvaa for the purchase of a Subscription Plan, and continue for the applicable subscription period (e.g., monthly or annually) selected by Customer for such Subscription Plan (the “Subscription Term”). The Subscription Term shall automatically renew for successive periods equal to the initial Subscription Term, unless Customer provides Uvaa with written notice of non-renewal or termination prior to the expiration of Customer’s then-current Subscription Term.
1.3. Business Address Services
Subject to the terms and conditions of this Agreement, Uvaa will provide Customer with the permanent address or addresses requested by Customer that Customer may use as its permanent business address (hereinafter, the “Customer Business Address”). Customer acknowledges and agrees that neither Uvaa nor any Authorized Provider is liable for changes in the availability of the Customer Business Address, and Customer’s sole recourse other than termination, is to notify its contacts and mailers that Customer’s business address has changed to a different Customer Business Address. The customer agrees not to imply or suggest in any way—such as by posting photos on a website that appear to show their business at the provided address or by inviting others to visit the business address—that the given address is a location where third parties can physically find or visit them.
1.4. Mail Services
In addition, subject to the terms and conditions of this Agreement (including, without limitation, the payment of applicable fees), Uvaa, through its Authorized Providers, will use commercially reasonable efforts to provide Customer the remote mail management services, including, without limitation, receiving, scanning, shredding and/or forwarding of mail (the “Mail Services”), requested by Customer, as further described in Section 2 below, with respect to mail and/or packages that are addressed to, and received at, Customer’s Business Address, including letters, flats, packages, and parcels, from any carrier or by any mode of delivery, (such mail and/or packages, hereinafter, “Customer Mail”). Customer agrees that Customer will not, and shall not permit any third party, to modify or alter the format of the Customer Business Address. Customer acknowledges and agrees that neither Uvaa nor its Authorized Providers has any responsibility for Customer Mail that is not properly addressed according to the format Uvaa and/or its Authorized Providers provide, to USPS specifications, or otherwise in accordance with this Agreement. At Uvaa and/or any Authorized Provider’s request, Customer will promptly notify third parties to update their address information on file to reflect the Customer Business Address.
1.5. Access to the Platform
Subject to the terms of this Agreement, Uvaa hereby grants Customer a personal, non-exclusive, non-transferable, non-sublicensable, revocable limited right during the Subscription Term to access and use, and permit Authorized Users (defined in Section 3.3 below) to access and use, the Platform, over the internet, through the Customer portal designated and/or generated by Uvaa for Customer, solely for Customer’s internal business purposes and in accordance with the terms of this Agreement and subject to the permitted user seats and/or other applicable usage limits of the Subscription Plan and/or or any other restrictions specified in the user manuals or documentation, applicable order form, or in writing by Uvaa regarding the scope of use of the Uvaa Service by Customer and/or its Authorized Users (collectively, the “Usage Parameters”).
1.6. Restrictions and Prohibited Uses
Customer agrees that Customer will not, and it will not permit any third party (including, without limitation, any Authorized User) to: (a) modify, adapt, translate or create derivative works based on the Uvaa Service (or any part thereof), or any related documentation; (b) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Platform; (c) distribute, license, sublicense, assign, transfer or otherwise make available to any third party the Uvaa Service (or any part thereof), or any related documentation; (d) remove, alter, or obscure in any way any proprietary rights notices (including copyright notices) of Uvaa or its suppliers on or within the Platform and/or related documentation; (e) interfere with or disrupt the integrity or performance of the Uvaa Service (or any part thereof), or any system, network or data or cause or aid in the cause of the destruction, manipulation, removal, disabling, or impairment of any portion of the Uvaa Service; (f) attempt to gain unauthorized access to the Uvaa Service (or any part thereof), or its related systems or networks; (g) frame or utilize framing techniques to enclose the Platform or any portion thereof; (h) use any meta tags, “hidden text”, robots, spiders, crawlers, or other tools, whether manual or automated, to collect, scrape, index, mine, republish, redistribute, transmit, sell, license or download the Platform, content, or the personal information of others without Uvaa’s prior written permission or authorization; (i) use the Uvaa Service (or any part thereof) to hack, spam, or phish Uvaa or Uvaa’s other users; (j) use the Uvaa Service to store or transmit any malicious or unsolicited code or software, or store, transmit or upload any material and/or content that is false, inaccurate, illegal, abusive, harassing, harmful to reputation, pornographic, indecent, profane, obscene, hateful, racist, infringing, libelous, tortious, or otherwise objectionable in Uvaa’s reasonable opinion, or to store, transmit or upload any material or content that violates any third party’s intellectual property rights and/or privacy rights; (k) impersonate any person or entity, use a fictitious name, or falsely state or otherwise misrepresent Customer’s affiliation with any person or entity; (l) access or use the Uvaa Service to build a competitive product or service; or (m) access or use the Uvaa Service (or any part thereof) for any illegal, fraudulent, or unlawful purpose, or otherwise violate any applicable local, state, national or international law (including, without limitation, United States Postal Service (“USPS”) laws, rules, codes, and/or regulations, and/or any U.S. and foreign export laws concerning the transmission of technical data and other regulated materials) the use of the Uvaa Service.
1.7. Customer Data
Customer understands and agrees that Uvaa may collect data and information, which may include personally identifiable information in connection with Customer’s and/or its Authorized User’s use of the Uvaa Service (collectively, “Customer Data”). Customer Data does not include Operational Metrics (as defined in Section 9.2 below). Customer grants to Uvaa a non-exclusive, royalty-free, fully-paid, worldwide license to use and process Customer Data as reasonably necessary for Uvaa to provide Customer the Uvaa Service hereunder. Customer acknowledges and agrees that as between Customer and Uvaa, Customer is the data controller and Uvaa is merely a data processor and/or service provider as such terms are defined pursuant to applicable data protection laws. Any personally identifiable information provided or collected through or in connection with Services shall only be used in accordance with this Agreement and Uvaa’s Privacy Policy. Customer represents and warrants that, with respect to any Customer Data (including, without limitation, any personally identifiable data), transmitted, hosted, stored or processed, or otherwise provided by Customer to Uvaa in connection with Customer’s and its Authorized Users’ use of the Uvaa Service: (a) Customer has all the rights necessary to grant Uvaa the licenses granted herein in and to Customer Data; (b) Customer is in compliance with all applicable data laws, and (c) Customer has made all disclosures to, and obtained all permissions and/or approvals from, each applicable data source as may be necessary or required to transmit such data through the Uvaa Service. Customer shall retain all right, title, and interest in and to Customer Data.
1.8. Third Party Integrations
The Platform may allow Customer to integrate with and/or connect to and/or use certain third-party products, services or software (including, without limitation, data products and services), which are subject to separate terms and conditions (collectively, “Third Party Integrations”). If Customer decides to access and use such Third Party Integrations, Customer’s use of Third Party Integrations is governed solely by the terms and conditions of such Third Party Integrations, and Uvaa does not endorse, is not responsible for, and makes no representations as to such Third Party Integrations, their content or the manner in which they handle Customer’s data. Uvaa is not liable for any damage or loss caused or alleged to be caused by or in connection with Customer’s access or use of any such Third Party Integrations, or Customer’s reliance on the privacy practices or other policies of such Third Party Integrations. Uvaa DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY THIRD-PARTY PRODUCTS OR SERVICES ADVERTISED OR OFFERED THROUGH, OR IN CONNECTION WITH, THE SERVICE (INCLUDING, BUT NOT LIMITED TO, THIRD-PARTY INTEGRATIONS CONNECTED TO THE SERVICE), OR ANY HYPERLINKED WEBSITE OR SERVICE, AND Uvaa WILL NOT BE A PARTY TO, OR IN ANY WAY MONITOR, ANY TRANSACTION BETWEEN CUSTOMER AND THIRD-PARTY PROVIDERS OF SUCH THIRD-PARTY PRODUCTS OR SERVICES AND/OR THIRD-PARTY INTEGRATIONS.
1.9. Changes and Modifications
Uvaa reserves the right to either temporarily or permanently modify, suspend or discontinue the Uvaa Service (or any part thereof) with or without notice. Customer agrees that Uvaa will not be liable to Customer or to any third party for any modification, suspension or discontinuance of the Uvaa Service (or any part thereof).
2. MAIL SERVICES
2.1. Authorization. BY USING THE Uvaa SERVICE, CUSTOMER GRANTS PERMISSION TO AND AUTHORIZES Uvaa AND/OR ITS DESIGNATED PROVIDERS TO PERFORM THE FOLLOWING ACTIONS WITH CUSTOMER MAIL AS REQUESTED THROUGH THE CUSTOMER’S ACCOUNT: (A) SCAN OR PHOTOGRAPH THE EXTERIOR OF CUSTOMER MAIL; (B) OPEN CUSTOMER MAIL; (C) SCAN OR PHOTOGRAPH THE CONTENTS INSIDE CUSTOMER MAIL; (D) FORWARD CUSTOMER MAIL TO THE DESIGNATED ADDRESS PROVIDED BY CUSTOMER; (E) STORE CUSTOMER MAIL; AND/OR (F) SHRED AND DESTROY CUSTOMER MAIL. BY REQUESTING MAIL SERVICES THROUGH THE ACCOUNT OR OTHERWISE, CUSTOMER PROVIDES EXPRESS AND LEGALLY BINDING AUTHORIZATION TO Uvaa AND/OR ITS DESIGNATED PROVIDERS TO CARRY OUT THE REQUESTED MAIL SERVICES.
2.2. Receiving Mail
(a) USPS Regulations
Upon completing the registration for Mail Services, including the submission of USPS Form 1583 through Uvaa’s user interface, the Authorized Provider chosen by the Customer, or designated by Uvaa, will act as the Customer’s authorized agent for receiving Customer Mail. The Customer acknowledges that neither Uvaa nor the Authorized Provider is obliged to receive any Customer Mail until all required registration processes specified by Uvaa are completed. Any Customer Mail received before the completion of all registration requirements may incur a fee and be marked “Return to Sender.”
(b) Restricted Mail
Authorized Providers will not accept restricted delivery mail on behalf of the Customer unless explicitly authorized by the Customer through Item 5 of USPS Form 1583. The Customer acknowledges that Authorized Providers can only receive certified, registered, or restricted-delivery mail at the Authorized Provider’s designated address, with an employee present to accept the mail. This type of mail cannot be accepted at PO boxes. With proper authorization indicated in Item 5 of USPS Form 1583, the Authorized Provider will sign for any restricted mail addressed to the Customer at the Customer’s Business Address.
(c) Standard Mail
Unless otherwise agreed in writing between the Customer and Uvaa, the Customer authorizes Uvaa and its Authorized Providers to dispose of or recycle Standard Mail, as defined by USPS, such as flyers, circulars, advertisements, and catalogs. Standard Mail will not be scanned or made accessible through the Customer’s Account. Standard Mail includes items marked “Standard,” “Std,” “Std Pre-sort,” “non-profit,” or similar USPS markings.
(d) COD Mail
Authorized Providers will not accept any mail with postage due or collect on delivery (“COD”) on behalf of the Customer under any circumstances.
(e) Service of Process. A process server may attempt to serve the Customer by mail or serve the Authorized Provider as the Customer’s “mail agent” as permitted by law. Neither Uvaa nor any Authorized Provider is liable if the Customer is deemed to have accepted service of process through the use of Uvaa’s Service. The Customer agrees to indemnify, defend, and hold Uvaa and its Authorized Providers, along with their officers, directors, shareholders, employees, contractors, agents, successors, and assigns, harmless from any liability, claims, damages, losses, or causes of action arising from such service attempts.
(f) Size Restrictions
Uvaa and its Authorized Providers reserve the right to refuse delivery of any Customer Mail package exceeding dimensions of 12 inches by 12 inches by 12 inches, which will be returned to the sender. For special package reception requests, please contact Uvaa at hello@usvirtualaddress.com
2.3. Scanning Mail; Unauthorized Mail
(a) Scanning Mail
Under this Agreement, and upon payment of the relevant fees, Uvaa and/or its Authorized Provider will scan Customer Mail and provide a digital copy for viewing in the Customer’s Account. Customer agrees that Uvaa and/or its Authorized Providers may refuse to scan any Customer Mail they deem obscene, inciting hate or violence, or illegal. Additionally, Uvaa and/or its Authorized Providers may refuse to scan items that are excessively burdensome to process, such as catalogs, magazines, and books.
(b) Unauthorized Mail
If mail belonging to a non-Authorized User is delivered to Customer’s Account (“Unauthorized Mail”), Customer must notify Uvaa immediately and must not request any action for such mail. Customer also agrees not to view, read, copy, print, distribute, disclose, or use any information from Unauthorized Mail. Violation of this section may result in legal liability, both criminal and civil, and monetary damages, as well as immediate suspension or termination of the Customer’s Account by Uvaa. While Uvaa and its Authorized Providers strive to avoid mistakes, they do not guarantee that Customer Mail will never be misassigned. In such cases, neither Uvaa nor its Authorized Providers are liable to Customer or the intended recipient. The sole remedy will be Uvaa’s effort to notify the intended and unintended recipients and remove the item from the unintended recipient’s account.
2.4. Forwarding Mail
(a) General
Under the terms of this Agreement and upon payment of applicable fees, Uvaa will forward Customer Mail as requested through the Uvaa Service portal. Once the forwarded mail is in the care of USPS or another mail service (e.g., UPS, FedEx), it is considered delivered, and Uvaa and its Authorized Providers are no longer responsible for it, including its arrival or delivery speed.
(b) Customer Refusal of Forward Mail
If Customer refuses or fails to accept forwarded mail, Customer will bear all return shipping and re-processing costs. At Uvaa’s request, Customer must sign for or otherwise acknowledge receipt of all forwarded mail.
2.5. Destruction & Storage
(a) Destruction
Upon Customer’s request through their Account, the designated Authorized Provider will securely destroy specified Customer Mail items via shredding or another secure process.
(b) Storage
Customer Mail will be stored by the designated Authorized Providers for 25 days from receipt. Uvaa and its Authorized Providers reserve the right to charge additional fees for storing packages, parcels, and oversized envelopes beyond this period. If Customer does not request forwarding or destruction of stored mail within 25 days, it may be destroyed, and Uvaa and its Authorized Providers will not be liable for continued storage or destruction beyond this period.
3. CUSTOMER OBLIGATIONS
3.1. Action Items
Customer is accountable for all directives, orders, notifications, and requests made through the Customer’s Account by Customer and its Authorized Users, including any incurred expenses or actions taken through the use of the Account. Uvaa, its Authorized Providers, and Registered Agents are not responsible for any items, such as Customer Mail and/or Legal Documents, that are recycled or shredded as a result of Customer’s instructions or any other actions taken at Customer’s direction concerning the Services (each an “Action Item”). By using the Uvaa Service to request any Action Item, Customer acknowledges and agrees to provide express and legally binding authorization to Uvaa, its Authorized Providers, and/or Registered Agents to perform such Action Items.
3.2. Customer Assistance
Customer is solely responsible for ensuring the accuracy, quality, integrity, legality, reliability, and appropriateness of their information. Customer must confirm that Uvaa, its Authorized Providers, and/or Registered Agents have complete, up-to-date, and accurate information required to deliver Services and perform any Action Item, including subsequent or follow-up actions requested by Customer. Customer must immediately notify Uvaa of any fraudulent, unauthorized, illegal, or suspicious use of the Uvaa Service, including any incorrect or mistaken requests made through the Customer’s Account, or any other suspected security breach or illegal activity. Uvaa will not be liable for any deficiencies in the Services resulting from any act or omission by the Customer or their employees, contractors, or agents.
3.3. Administrators and Permissions
Customer may designate one or more administrators (“Administrators”) to manage their Account. Administrators have the authority to direct Uvaa, its Authorized Providers, and/or Registered Agents to take actions regarding the Services, including handling Customer Mail and/or Legal Documents. Administrators can also invite Customer’s employees, contractors, and/or agents to use the Uvaa Service as Authorized Users under the Customer’s Account. Administrators may set permissions and access rights for each Authorized User (“Permissions”). Depending on the Permissions granted, Authorized Users may invite or enable other users to access the Account, set Permissions for others, view Customer Data, and direct actions related to Customer Mail in connection with Mail Services. Customer is solely responsible for designating Administrators, inviting Authorized Users, and managing the Permissions granted to Authorized Users.
3.4. Responsibility for Authorized Users
Customer must ensure that only Authorized Users access and use the Uvaa Service, and that they comply with this Agreement. Customer is solely responsible for the actions of Authorized Users and any breach of this Agreement by an Authorized User will be considered a breach by the Customer. Customer agrees to ensure that no unauthorized persons access or use the Uvaa Service and will be held accountable for ensuring Authorized Users comply with this Agreement. Any violation of the terms by an Authorized User will be deemed a violation by the Customer.
4. FEES; PAYMENT TERMS
4.1. Subscription Fees
Customer must pay the applicable fees for the Subscription Plan they purchased (“Subscription Fees”), as detailed in Uvaa’s current Pricing Schedule available https://www.usvirtualaddress.com/pricing. Unless otherwise stated in this Agreement, Subscription Fees remain fixed during the Subscription Term unless the Customer (a) upgrades the Subscription Plan and/or increases Usage Parameters, or (b) subscribes to additional features or products provided by Uvaa on a subscription basis. If a price change applies, Customer will be charged at the start of the next billing cycle for the additional fees. Downgrades to the Subscription will take effect at the next renewal date of the Subscription Term, irrespective of the Customer’s billing cycle (e.g., for monthly subscriptions, before the start of the next month, and for annual subscriptions, before the start of the next year). Subscription Plans will renew at Uvaa’s then-current pricing.
4.2. Add-On Fees
Customer is also responsible for paying any additional fees for optional one-time add-on Services requested by the Customer and/or any Authorized Users that are not included in or exceed the limits of the applicable Subscription Plan, such as mail forwarding and storage fees, and other add-on fees specified in the current Pricing Schedule (collectively, “Add-on Fees”).
4.3. Payment Terms
All Subscription Fees and Add-on Fees (collectively, “Fees”) are due and payable by Customer in advance unless otherwise specified in the current Pricing Schedule or agreed upon by Uvaa in writing. Customer agrees that Uvaa may bill the applicable Fees, taxes, and any other charges incurred in connection with the Customer’s and its Authorized Users’ use of the Uvaa Service, including any requested Services. Customer authorizes Uvaa to charge the Fees to the credit card or other payment method on file in the Customer’s Account, according to the billing terms in effect when a fee or charge is due. If payment is not received or cannot be charged to Customer in advance, Uvaa reserves the right to suspend or terminate the Customer’s and its Authorized Users’ access to the Uvaa Service, suspend the performance of any Services, downgrade the Subscription, and/or terminate this Agreement. All fees are non-refundable and non-cancellable.
4.4. Taxes
The Fees do not include any taxes, levies, duties, or similar governmental assessments, such as value-added, sales, use, or withholding taxes, assessable by any jurisdiction (“Taxes”). Customer is responsible for paying all such taxes (excluding taxes based on Uvaa’s income) and any related penalties and interest, arising from the payment of the Fees, the delivery of the Uvaa Service, or the performance of any services by or on behalf of Uvaa under this Agreement.
5. TERM; TERMINATION
5.1. Term
This Agreement commences on the date it is accepted by or on behalf of the Customer and remains in effect throughout the Subscription Term, including any renewals, or until terminated as per the terms of this Agreement, whichever is sooner. Each Subscription Term will automatically renew as specified in Section 1.2.
5.2. Termination; Suspension
The Customer may terminate this Agreement or any Subscription by providing written notice to Uvaa at hello@usvirtualaddresscom. The Customer acknowledges and agrees that all Subscription fees are non-refundable and non-cancellable, even after termination. Uvaa may, at any time, (a) suspend or terminate the Customer’s or any Authorized User’s access to or use of the Uvaa Service (or any part thereof), or (b) terminate this Agreement if Uvaa believes, in good faith, that the Customer has violated this Agreement or any incorporated guidelines, terms, or rules. Additionally, without limiting any other remedies, Uvaa reserves the right to immediately suspend services and/or terminate the agreement if Uvaa or any Authorized Provider determines that the Customer Business Address is being used in connection with potential fraudulent activity or activity that may violate laws or governmental regulations.
5.3. Effect of Termination
(a) Payment of Fees; Access to Uvaa Services. Upon termination of this Agreement for any reason, all outstanding fees will become immediately due and payable, including any Subscription fees for the remainder of the current Subscription Term. The Customer’s and its Authorized Users’ right to access and use the Uvaa Service will also terminate automatically.
(b) Handling of Customer Mail Upon Termination. By entering into this Agreement, the Customer expressly elects and provides Uvaa and its Authorized Providers with “Do Not Forward Mail” instructions. Unless the Customer and its designated Authorized Provider agree otherwise in writing, the Customer is deemed to maintain these instructions after the termination of this Agreement, so that the Customer’s mail will be handled according to USPS DMM 508 Section 1.8.3. This Agreement constitutes “written instructions” to the Authorized Provider (as the Customer’s CMRA) under USPS DMM 508 Section 1.8.3, indicating that the Customer’s mail should not be re-mailed upon termination of the relationship between the Customer and the Authorized Provider. Any changes to the “Do Not Forward Mail” instructions require a separate signed agreement between the Customer and its Authorized Provider and advance payment of postage and other applicable fees, typically for at least six months after termination.
(c) Handling of Legal Documents Upon Termination of Registered Agent Status. Upon the termination or expiration of this Agreement and/or the Registered Agent Services, Uvaa and/or its third-party providers will no longer be deemed the Customer’s Registered Agent. The Customer acknowledges that neither Uvaa nor its third-party providers will have any further obligation to forward or re-mail Legal Documents received after the termination of the Customer’s Registered Agent Services, except as explicitly stated in this Agreement.
(d) Survival. The following Sections will survive any termination or expiration of this Agreement: 1.1, 1.8, 1.9, 1.10, 1.11, 2.1, 2.2(e), 2.3(b), 2.4, 2.5(b), 4, 5, 6, 5.3, and 6 through 20 (inclusive).
6. ADDITIONAL Uvaa RIGHTS AND REMEDIES
If Uvaa reasonably suspects that the Customer’s contact information or payment method is fraudulent, or that the Customer is using or attempting to use the Uvaa Service (or any part thereof) for unlawful, fraudulent, or illegal activities, Uvaa may immediately suspend the Customer’s Account and/or terminate this Agreement and the Customer’s access to the Uvaa Services without refund. Uvaa may also provide information about the Customer to the USPS Office of the Postal Inspector, the U.S. Federal Bureau of Investigation, the applicable State Attorney General or Embassy with jurisdiction, or other local and national law enforcement authorities. The Customer agrees to indemnify and hold Uvaa and its Authorized Providers, along with their respective officers, directors, shareholders, employees, contractors, agents, successors, and assigns, harmless from and against any and all liability, claims, damages, losses, or causes of action arising from Uvaa or any Authorized Provider’s inspection of the Customer’s mail or from the release of information regarding the Customer or the Customer’s use of the Uvaa Service to such authorities, or as otherwise required by law.
7. Uvaa PROPRIETARY RIGHTS
7.1. Ownership
Uvaa and/or its licensors retain all rights, title, interest, and ownership of the Uvaa Service, including, without limitation, the Platform, any Beta Versions and Features, accompanying user manuals or documentation (the “Documentation”), and any text, graphics, images, music, audio, video, works of authorship of any kind, and information or other materials posted, generated, provided, or made available through the Uvaa Service, excluding Customer Mail and Customer Data, and any improved, updated, modified, or additional parts thereof. All copyright, patent, trade secret, trademark, and other intellectual property and proprietary rights in and to any and all of the foregoing are also retained by Uvaa and its licensors. All rights not explicitly granted in this Agreement are reserved by Uvaa and its licensors.
7.2. Operational Metrics
Uvaa monitors and collects anonymized statistics, metrics, analytics, and data regarding the performance and operation of the Platform in connection with its use (collectively, “Operational Metrics”). The Customer grants Uvaa a non-exclusive, irrevocable, transferable, worldwide, and royalty-free license to collect, analyze, and use Operational Metrics related to Uvaa’s delivery, and/or the Customer’s and its Authorized Users’ use, of the Platform. This includes Operational Metrics derived from Customer Data for Uvaa’s business purposes, such as improving, testing, and maintaining the Platform, developing additional products and services, and generating reports for internal, external, and public use. Uvaa may publicly distribute Operational Metrics only in aggregate, non-personally identifiable form that cannot be used to identify the Customer or any individual Authorized User.
7.3. Feedback
If the Customer and/or any Authorized Users provide or submit to Uvaa any ideas, suggestions, improvements, and/or other feedback regarding any aspect of the Services, Platform, Documentation, and/or any other materials and/or content provided by Uvaa, including, without limitation, the functioning, features, and other characteristics thereof (collectively, “Feedback”), the Customer grants Uvaa, its subsidiaries, affiliates, and partners a worldwide, irrevocable, perpetual, royalty-free, non-exclusive, sublicensable, and transferable license under all the Customer’s intellectual property rights in the Feedback to exploit and use for any purpose, without compensation or attribution.
8. INDEMNIFICATION
The Customer agrees to indemnify, defend, and hold Uvaa and its affiliates, subsidiaries, Authorized Providers, and their respective officers, directors, shareholders, employees, contractors, agents, subcontractors, service providers, successors, and assigns (each, a “Uvaa Party”) harmless from any liability, losses, claims, expenses (including reasonable attorneys’ fees), demands, or damages arising out of or related to: (a) the Customer’s or any Authorized User’s breach of this Agreement (including any representations and warranties herein) or any license or agreement applicable to Third Party Integrations; (b) Authorized User claims; (c) allegations that any Customer Mail or the Customer’s activities in connection with or use of the Uvaa Service (or any part thereof) violate any applicable laws, rules, or regulations (including USPS Regulations) or infringe on third-party intellectual property rights; (d) Customer Data or violations of applicable privacy laws by the Customer; (e) the Customer’s or its Authorized Users’ use of the Uvaa Service; (f) Uvaa and/or its subcontractors being named as a defendant based on their status as the Customer’s registered agent; (g) delays or failures in the Customer receiving Legal Documents after the termination of the Registered Agent Services; and/or (h) the Customer’s gross negligence, fraudulent misrepresentation, or willful misconduct. Uvaa will promptly notify the Customer in writing of such action, give the Customer control of the defense and related settlement negotiations, and, at the Customer’s reasonable request and expense, cooperate in such defense. The Customer shall not enter into any settlement that admits liability, negligence, or other culpability of any Uvaa Party or requires any Uvaa Party to contribute to the settlement without Uvaa’s prior written consent. Uvaa and any Uvaa Party may participate and retain their own counsel at their own expense.
9. DISCLAIMER
Uvaa and its service providers are not law firms or attorneys and do not provide legal advice or engage in rendering legal or other professional services. The Uvaa Service and any other materials or services provided by Uvaa are offered “as is” and “as available.” Uvaa and its licensors and suppliers expressly disclaim any representations, warranties, or guarantees of any kind, whether express or implied, including warranties of merchantability, fitness for a particular purpose, satisfactory purpose, accuracy, or non-infringement.
Neither Uvaa nor its licensors, Authorized Providers, service providers, or suppliers guarantee that defects will be corrected or that the Uvaa Services (or any part thereof) or any other materials or services provided by Uvaa or content made available through the Uvaa Service will: (a) meet the Customer’s requirements; (b) be compatible with the Customer’s network, computer, or mobile device, or any third-party products or services, including Third Party Integrations; (c) be available on an uninterrupted, timely, secure, or error-free basis; or (d) be accurate, timely, or reliable. The Customer expressly acknowledges and agrees that the use of the Uvaa Service, and all results thereof, is solely at the Customer’s own risk. No advice or information, whether oral or written, obtained by the Customer from Uvaa, any Authorized Provider, or any third party, or through the Uvaa Service, shall create any warranty.
10. LIMITATION OF LIABILITY
To the maximum extent permitted by applicable law: (a) in no event shall Uvaa (which, for purposes of this section includes Uvaa and its affiliates, employees, contractors, directors, officers, Authorized Providers, service providers, and agents) be liable for any indirect, consequential, punitive, special, incidental, or other damages resulting from, arising out of, or in connection with this Agreement or the access, use of, or inability to access or use the Uvaa Service (or any part thereof), and/or any other materials or services provided by Uvaa, even if Uvaa has been advised of the possibility of such damages, except to the extent such damages arise directly and solely from willful misconduct or gross negligence on the part of Uvaa; and (b) in no event shall Uvaa’s total cumulative liability arising from or related to this Agreement or the access, use of, or inability to access or use the Uvaa Service (or any part thereof), and/or any other materials or services provided by Uvaa exceed the Subscription Fees paid or payable to Uvaa by the Customer during the three-month period prior to the cause of action. Uvaa disclaims all liability of any kind of Uvaa’s licensors, Authorized Providers, service providers, and suppliers.
11. APPLICATION OF LIMITATIONS AND DISCLAIMERS TO CONSUMERS
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages concerning consumers (i.e., a person acquiring goods otherwise than in the course of a business), so the exclusions set forth in Sections 9 and 10 above may not apply to the Customer if the Customer is a consumer. The limitations or exclusions of warranties and liability contained in this Agreement do not affect or prejudice the statutory rights of a consumer. The limitations or exclusions of warranties and remedies contained in this Agreement shall apply to the Customer as a consumer only to the extent such limitations or exclusions and remedies are permitted under the laws of the jurisdiction where the Customer is located.
12. BASIS OF THE BARGAIN
The warranty disclaimer and limitation of liability outlined in Sections 9 and 10 are fundamental elements of the agreement between Uvaa and the Customer. Uvaa would not be able to offer the Uvaa Service on an economically viable basis without these limitations. The warranty disclaimer and limitation of liability benefit Uvaa’s suppliers as well.
13. EXCLUSIONS
Notwithstanding any provisions in this Agreement, Uvaa will not be responsible or liable for issues arising from: (a) problems caused by failed Internet connections or other hardware, software, or equipment not owned, controlled, or operated by Uvaa; (b) nonconformities resulting from misuse, abuse, negligence, or improper or unauthorized use of any part of the Uvaa Service by the Customer, any Authorized User, or any third party; (c) modifications, amendments, revisions, or changes to the Uvaa Service made by anyone other than Uvaa; (d) the failure of any third party, including the United States Postal Service or any commercial delivery or courier service, to provide accurate and timely delivery or courier services; or (e) any other factors outside Uvaa’s reasonable control.
14. AVAILABILITY OF THE SERVICES
Information describing the Uvaa Service is accessible worldwide; however, this does not imply that the Uvaa Service, or specific portions thereof, are available in the Customer’s city, county, state, or country. Uvaa may restrict access to the Uvaa Service, or portions thereof, in certain countries at its discretion. It is the Customer’s responsibility to ensure that their use of the Uvaa Service is legal in their city, county, state, and/or country of residence. The Uvaa Service may not be available or accessible in all languages.
15. ELECTRONIC COMMUNICATIONS
By using the Uvaa Service, the Customer consents to receiving electronic communications from Uvaa. These communications may include notices about applicable fees and charges, transactional information, and other information related to the Customer’s use of the Uvaa Service. These electronic communications are part of the Customer’s relationship with Uvaa and are received as part of their access and use of the Uvaa Service. The Customer agrees that any notices, agreements, disclosures, or other communications that Uvaa sends electronically will satisfy any legal communication requirements, including that such communications be in writing.
16. GOVERNING LAW AND DISPUTE RESOLUTION
16.1. Governing Law
This Agreement will be governed by the laws of the State of New Jersey, United States of America without giving effect to any conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods in its entirety is expressly excluded from this Agreement. Furthermore, this Agreement (including without limitation, the Platform and any software and services provided hereunder) will not be governed or interpreted in any way by referring to any law based on the Uniform Computer Information Transactions Act (UCITA) or any other act derived from or related to UCITA.
16.2. Disputes
Except as otherwise set forth in this Agreement, Customer agrees that any dispute between Customer and Uvaa arising out of or relating to this Agreement, the Uvaa Service, or any part thereof (collectively, “Disputes“) shall be governed by the provisions set forth in this Section.
16.3. Informal Resolution
Before resorting to formal dispute resolution in accordance with this Section, Customer agrees to first contact Uvaa directly at hello@usvirtualaddress.com to seek an informal resolution to any Dispute. In the event a Dispute is not resolved within ninety (90) days after submission, Customer or Uvaa may institute arbitration in accordance with the procedures set forth in this Section.
16.4. Dispute Resolution
Any and all Disputes that cannot be resolved through informal resolution in accordance with Section 16.3 above shall be resolved exclusively through final, binding and confidential arbitration and shall take place in New Jersey unless otherwise mutually agreed to by the parties. The arbitration shall be conducted by the American Arbitration Association (AAA) in accordance with the arbitration rules then in effect, provided that the arbitrator and the parties shall comply with the following: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator shall be binding, final, and confidential, and may be entered in any court of competent jurisdiction.
16.5. Exception to Arbitration
Notwithstanding anything in this Agreement to the contrary to the extent Customer and/or any Authorized User has in any manner violated or threatened to violate any of Uvaa’s intellectual property rights, Uvaa may seek injunctive or other appropriate relief in any state or federal court with competent jurisdiction in any country, including in the State of California, United States of America, without first engaging in arbitration or the informal dispute process set forth in this Section, and Customer hereby consents to the personal jurisdiction and exclusive venue in such courts.
17. ADDITIONAL TERMS; MODIFICATIONS TO THIS AGREEMENT
17.1. Additional Terms
When using particular services or materials through or in connection with the Stable Service, Customer will be subject to any posted rules applicable to such services or materials that may contain terms and conditions or other operating rules, policies and procedures in addition to those in this Agreement (“Additional Terms“). All such Additional Terms are hereby incorporated by reference into this Agreement. In the event the provisions of any Additional Terms conflict with this Agreement, the Additional Terms shall control solely with respect to the subject matter covered by such Additional Terms
17.2. Modifications to this Agreement
Uvaa reserves the right to update or modify this Agreement at any time. The revised Agreement will be posted on Uvaa’s website located at https://www.usvirtualaddress.com/terms (the “Site“). All updates and modifications to this Agreement will be effective from the day they are posted on the Site (except as otherwise stated in this Section 17.2). If Uvaa makes any material changes to this Agreement, Uvaa will notify Customer of these changes by sending a notification to the email address Uvaa has on file for Customer, or, if Uvaa does not have an email address on file, by posting a notice of the changes on the Site and through the user interface of the Platform. It is Customer’s responsibility to regularly visit and review this Agreement. If Customer does not agree to any updates or modifications to this Agreement, Customer may terminate its Account and cease access and use of the Uvaa Service. Customer’s continued use of the Uvaa Service after Uvaa has posted the updated Agreement, or, in the event of material changes, ten (10) days following the date Uvaa first notified Customer of such material changes either through email or the date Uvaa posted the notice of such changes on the Site or through the user interface of the Platform, signifies Customer’s acknowledgment and agreement to be bound by the revised Agreement.
18. GENERAL
Neither the rights nor the obligations arising under this Agreement are assignable by Customer, and any such attempted assignment or transfer shall be void and without effect. Any waiver of any provision of this Agreement must be in writing and executed by both parties. The failure of either party to exercise any right provided for by this Agreement shall not be deemed a waiver of that right. If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, that provision shall be stricken from this Agreement and shall not affect the legality, enforceability or validity of the remainder of the provisions set forth in this Agreement. The parties acknowledge and agree that a limited agency is established between Uvaa and Customer only for the permissions explicitly granted in SECTION 3, and except for that limited authority and responsibility, they are dealing with each other as independent contractors and that no other provision in this Agreement and its performance shall be construed as creating a joint venture or agency between Uvaa and Customer. This Agreement is not intended to grant rights to anyone except Customer and Uvaa, and in no event shall this Agreement create any third party beneficiary rights. Uvaa may delegate the performance of any services hereunder to its affiliates, contractors, and third party subcontractors and/or service providers, including, without limitation, the Authorized Providers. This Agreement, the Privacy Policy, any Additional Terms, and any other policies or terms and condition referenced herein, constitute the entire agreement between the parties regarding the subject matter, and supersedes all prior oral or written agreements or communications with regard to the subject matter described. Any notice to Customer may be provided by email. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word “including” means “including but not limited to.” Customer agrees that this Agreement will not be construed against Uvaa by virtue of having drafted them. The official text of this Agreement (and any notice submitted hereunder) will be in English. The parties acknowledge that they require that this Agreement be drawn up in the English language only. In the event of any dispute concerning the construction or meaning of this Agreement, reference will be made only to this Agreement as written in English and not to any translation into another language. Any delay in performance of any duties or obligations of either party will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, telecommunications or Internet failure, or any other event beyond the reasonable control of such party.
19. QUESTIONS AND ADDITIONAL INFORMATION
Please feel free to contact Uvaa at hello@usvirtualaddress.com if you have any questions about this Agreement.
