Terms of Use

This Master Service Agreement – Terms of Use as amended from time to time (“Terms”) relates to the on-line mobile Website and establishes an agreement between you, the customer (“End-user” or “You” or “Your”) and UNICOMER (TRINIDAD) LTD, a limited liability company duly incorporated under the Companies Act of the laws of Trinidad & Tobago with its registered office located at No. 1 Calcutta Settlement Road No. 1, Freeport, Trinidad (hereinafter called the “Company”, “Us” or “We” or “Our” which expression shall include where appropriate its affiliates, successors and assigns) governs your access to and use of the content, functionality, and Service available on or through ashleycouchconversations.com
(the “Website“) and the Service set out in these Terms offered by the Company.
The Company and the End-user are hereinafter sometimes referred to individually as a “Party” or collectively as the “Parties”.
Recitals
WHEREAS, the Company has constructed and launched the Website to enable the receipt of monetary donations from the public which donations are to be subsequently aggregated by the Company and paid over the various registered charities.
WHEREAS, the End-User desires to use the Service offered by the Company via the Website.
WHEREAS, the Company and the End User agree that these Terms, as may be amended from time to time, shall apply to use of the Website and the Service offered by the Company via the Website.
Definitions
1. ‘the Website’ refers to ashleycouchconversations.com which can be accessed and used from any internet enabled device and through which You can make monetary donations which shall be subsequently aggregated by the Company and paid over to various charitable organizations.
2. ‘Service’ refers to the Website and its donation functionality offered by the Company from time to time through the Website as set out in clause 2.0.

Eligibility
1. You represent and warrant that You are at least eighteen (18) years old.
2. You represent and warrant that You can enter into these Terms and perform the obligations set out hereunder.
Service
1. The Service constitutes Your access to the Website and the use of the Website’s functionality to make monetary donations to various registered charities.
2. The Company may require You to submit such documentation, information and details as required under applicable laws and its internal policies prior to your making a donation via the Website.
Consent
1. By using the Website or the Service, You consent to our collection and use of technical information about the equipment used by You to access the Website and related software, hardware and peripherals to improve Our other products and Service and to provide the Service to You. If You use the Service, You consent to Us and Our affiliates’ and licensees’ transmission, collection, retention, maintenance, processing and use of Your data to determine to improve Our Service and/or Your experience while using the Website.
2. You understand that by using the Service, You consent and agree to the collection and use of certain information about You and Your use of the Service in accordance with the Company’s Privacy Policy and these Terms. The Company’s Privacy Policy applies to all Your information collected under these Terms. You further understand and agree that this information may be transferred to other countries for storage, processing and use by the Company and/or its service providers in accordance with the applicable law.
Acceptance of Terms
1. You must carefully read and understand these Terms before accessing the Website and using the Service, which will govern the use and operation of the Website.
2. Supplemental terms may apply to some portion(s) Service and such supplemental terms will be disclosed to You in connection with the applicable portion(s) of the Service. Supplemental terms are in addition to and shall be deemed a part of these Terms for the purposes of the applicable portion(s) of the Service. Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable portion(s) of the Service.
3. The Company may, at its sole discretion, amend these Terms from time to time. Unless otherwise set out herein, amendments will be effective upon the Company’s posting of such updated Terms at this location or on its website. Your continued access to Website or use of the Service after such posting constitutes your consent to be bound by the Terms, as amended.
4. After accessing the Website, You will be deemed to have accepted these Terms upon clicking the “Accept” option on the Website asking You to confirm that You have read, understood and agreed to abide by these Terms. If You do not agree with these Terms, please click the “Decline” option. You will not be able to access the Service if You decline the Terms. If You do not agree to these Terms, We will not license access to the Website to You.
5. By clicking “Accept” at the base of these Terms You consent and agree to receive an electronic version of these Terms. You also agree that these Terms and any other agreement You enter into with the Company pursuant to the use of the Website may be electronically signed, transmitted, accessed and retained through the Website, unless otherwise notified by the Company, including but not limited to Your agreement that by clicking “Accept” at the base of these Terms (which shall include the ‘Definitions’ in Recital D) you agree to accept the electronic delivery and receipt of contracts formed though the Website, the electronic and storage and retrieval of all documents submitted and/ or related to the Service.
6. By accessing the Website and using the Service, You agree to comply with and be bound by these Terms governing the operation of the Website and You affirm that the Terms herein are without prejudice to any other right that the Company may have with respect to the use of the Website in law or otherwise.
Website Use
1. To use the Website and the Service, You must supply your contact information in the form provided. This information includes (a) name, (b) address, (c) mobile phone number, (d) email address and (e) date of birth and any other information that may be requested by the Company.
2. You hereby warrant that the information provided is accurate, complete, and up-to-date. You are responsible for all activity that occurs after you submit your contact information.
3. You will be liable for all liabilities incurred as a result of such misuse.
4. You hereby consent that any information submitted by You for access to and use of the Service may be used by the Company in accordance with the privacy policy published at [link to privacy policy to be inserted] which is deemed to be part of these Terms.
5. Donations will be accepted only by way of credit card or debit card issued by recognized licensed financial institutions. To make a donation, You will need to input the required card information to enable the charging of the account to which the card is connected. All donations are non-refundable.
Network Access and Devices
1. You are responsible for obtaining the data network access necessary to use the Service. Your mobile network’s data usage rates and fees will apply if You access or use the Service from a wireless-enabled device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Service and the Website and any updates thereto. The Company does not guarantee that the Service, or any portion thereof, will function on any particular hardware or devices. In addition, the Service may be subject to malfunctions and delays inherent in the use of the internet and electronic communications.
License
1. Subject to your compliance with these Terms, the Company grants You a limited, non-exclusive, revocable, non-transferrable license to:
  1. access and use the Website through Your internet enabled communication device solely in connection with Your use of the Service; and
  2. access and use any content, information and related materials that may be made available through the Service, in each case solely for Your personal, non-commercial use. Any rights not expressly granted herein are reserved by the Company.
2. You acknowledge that all intellectual property rights in the Website anywhere in the world belong to the Company or its licensors and that You have no rights in or to the Website other than the right to use the Website in accordance with these Terms.
Rights and Obligations
1. You may not:
  1. use the Service except as expressly provided in these Terms;
  2. provide any third parties with access to the Service;
  3. use the Service to post, send, transmit or otherwise make available any unsolicited or unauthorised email messages, advertising, promotional materials, junk mail, spam, or chain letters;
  4. remove any copyright, trademark or other proprietary notices from any portion of the Service;
  5. reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Service except as expressly permitted by the Company;
  6. cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Service or unduly burdening or hindering the operation and/or functionality of any aspect of the Service or the Website or any other computer system including by introduction of any virus, trojan or such material;
  7. attempt to gain unauthorized access to or impair any aspect of the Service or its related systems or networks;
  8. re-sell, grant any rights to third parties to the Service, lease, time-share, lend or rent the Service;
  9. use the Service to host, display, upload, modify, publish, transmit, update or share any information that:
    1. belongs to any other person and to which you do not have any right to;
    2. is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or use or sale of illegal drugs or otherwise unlawful in any manner whatever;
    3. harms persons in any manner;
    4. infringes any patent, trademark, copyright or other proprietary rights;
    5. violates any law which is in force;
    6. deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;
    7. impersonates another person;
    8. threatens the unity, integrity, defence, security or sovereignty of Trinidad and Tobago, or causes incitement to the commission of any offence.
  10. The Company shall have the on-going right to monitor Your use of the Service to the extent required to determine Your compliance with these Terms.
Term and Termination
1. These Terms and the right to use granted hereunder shall take effect on the date You your submit your contact information as required under section 5 hereof to the Company, and shall continue in effect until either You or the Company terminates this agreement in accordance with this section. Either Party may terminate this agreement by providing thirty (30) days’ notice of the same.
2. The Company may terminate the Agreement thirty (30) days after the Company gives you notice of your breach of any provision of the Agreement (other than your breach of your obligations under clause 8(i) (Restrictions) or clause 10 (Confidential Information) which breach shall result in immediate termination) and which you do not cure within the thirty (30) day notice period; or
3. All accrued rights and obligations of the parties shall survive any termination of these Terms and the Terms shall continue to be valid till such rights and obligations are extinguished or fulfilled.
Confidential Information
In the course of Your dealings with the Company, either party may share and provide the other with access to its confidential and proprietary information (“Confidential Information”). Confidential Information may be disclosed either orally, visually, in writing (including graphic material) or by way of consigned items. The receiving party agrees to take all reasonable security precautions, including precautions at least as great as it takes to protect its own confidential information, to protect the secrecy of the Confidential Information. Confidential Information shall be disclosed only on a need-to-know basis. Except as provided herein, the Parties agrees to treat all Confidential Information received as confidential and shall not divulge, directly or indirectly, to any other person, firm, corporation, association or entity, for any purpose whatsoever, such information, and shall not make use of such information, without the prior written consent of the disclosing party. Confidential Information includes but is not limited to the Service, documentation, third party materials, business plans, business forecasts, financial information, customer lists, development, design details, specifications, patents, copyrights, trade secrets, proprietary information, methodologies, techniques, sketches, drawings, models, inventions, know-how, processes, algorithms, software programs, and software source documents.
Limitation of Liability
1. You shall defend, indemnify and hold harmless the Company it’s officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, debts and costs (including reasonable attorneys’ fees), brought against the Company by third parties alleging that:
  1. your use of and access of the Service;
  2. your violation of these Terms;
  3. your violation of any third party right, including without limitation any copyright, property, or privacy right; caused damage.
2. Your indemnification obligation under clause 11.1 will survive termination of this agreement and Your use of the Service.
3. In no event shall the Company be liable, whether in contract, tort (including negligence) or otherwise for any loss of profits, business, contracts, or revenues, loss of operation time, increased costs or wasted expenditure, loss of goodwill or reputation, special, indirect, incidental punitive or consequential damage of any nature whatsoever or howsoever arising out of this agreement.
Representation and Warranties
1. You represent, warrant and covenant that:
  1. You have sufficient authority to enter into this Agreement;
  2. Your use of the Website and the Service is solely for lawful purposes;
  3. You have the necessary rights to provide all information provided under these Terms for use as described in these Terms, and that all such information, statements referenced herein or submitted by You: (a) do not violate any law, legislation or regulation or these Terms; (b) do not infringe any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (c) do not breach any duty toward or rights of any person or entity including rights of publicity or privacy, and have not otherwise resulted in or are not likely to result in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (d) are not false, deceptive or misleading; (e) are not defamatory, libellous, slanderous or threatening; and (f) will be free of viruses, trojans cancelbots or other central processing unit programming routines that may potentially damage, interfere with, intercept, or expropriate any system data or personal information.
  4. You will not engage or cause others to engage in any form of spamming or improper or malicious, as determined by the Website, clicking, impression or marketing activities through the Service, and You will comply with all applicable laws including laws that may become applicable in the future.
Assignment
1. You may not assign this Agreement without the prior written consent of the Company.
Dispute Resolution
1. Disputes
  1. A party to this contract claiming that a dispute has arisen under or in relation to this contract must give written notice to the other party to this contract specifying the nature of the Dispute.
  2. On receipt of that notice by that other party, the Parties shall use their good faith efforts to resolve any dispute, controversy or claim of any nature whatsoever arising out of or in relation to or in connection with these Terms. To this end, the Parties in dispute shall endeavour to resolve the Dispute expeditiously using dispute resolution procedures such as mediation, expert evaluation or determination or similar procedures agreed by them.
Governing Law
1. This Agreement shall be governed by and construed in accordance with the laws of Trinidad and Tobago.
Force Majeure
1. The Company shall not be liable to the other for failure or delay in the performance of Service, if such failure or delay is caused by strike, lock-out, labor trouble, riot, fire, flood, natural disaster, epidemic, pandemic, unavoidable accidents, governmental regulations, war, riots and insurrections or other similar cause beyond its control.
Notices
1. All notices and other communications made or required to be given under these Terms shall be in writing and shall be deemed given upon receipt when sent through:
  1. email; or
  2. personal service, to the address specified below:
    If to the Company:
    Email: []
    Address: No. 1 Calcutta Settlement Road No. 1, Freeport, Trinidad
    If to You:
    To the email or address provided as part of the contact information required under section 5 hereof.
Waiver
1. No waiver of any breach of any provision of these Terms shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions of these Terms. Further, no waiver shall be effective unless made in writing and signed by an authorised signatory of the waiving Party.
Severability
1. If any of the terms, conditions or provisions contained in these Terms are determined by any court of competent jurisdiction to be invalid, unlawful or unenforceable to any extent, such term, condition or provision shall to that extent be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.
Entire Agreement
1. These Terms along with any supplementary terms or addendum as may be prescribed by the Company constitute the entire agreement between the parties pertaining to the subject matter contained herein and any written or oral agreements existing between the parties or modifications to these Terms shall have no force or effect unless expressly agreed to in writing or acknowledged in writing by the Company.