UCFirst provides FirstClass software developed and owned by Open Text Corporation, of Richmond Hill, Ontario, Canada. UCFirst provides access to its own FirstClass software systems to subscribers (Member) in conjunction with the rights granted to UCFirst by Open Text Corporation

UCFirst, Inc. (“UCFirst”) provides its Groupware services, as they may exist from time to time (“Services”), to users who pay a monthly service fee to subscribe to the Services (“Members”) as well as to those who access some of our Services but do not have accounts (“Visitors”). By establishing an account or using the Services, you agree to be bound by this Agreement and to use the Services in compliance with this Agreement, our Acceptable Use Policy and other policies.

If you do not agree to the terms and conditions of this Agreement, including any future revisions, you may not use the Services and if you are a current Member, you must terminate your use of the Services under Section 10.

Members must be at least 18 years old. The responsibility for connecting to Services is solely the responsibility of Member. Current prices may be obtained by calling (760) 632-9520 or are attached to this agreement in Schedule A. UCFirst reserves the right to change prices and institute new fees at any time upon 30 days prior notice.

Members must (i) provide UCFirst with accurate and complete billing information including legal name, address, telephone number, and credit card/billing information (if applicable), and (ii) report to UCFirst all changes to this information within thirty (30) days of the change. Members are responsible for any charges to their account.

Members having questions regarding charges to an account should contact UCFirst's Administrative Department at (760) 632-9520. All charges are considered valid unless disputed in writing within sixty (60) days of the billing date. Adjustments will not be made for charges that are more than 60 days old.

Charges are billed to Members' credit cards or debit cards, as applicable, as detailed in the Product Utilization Agreement for the basic service and any additional usage or services. UCFirst is not responsible for any charges or expenses (e.g for overdrawn accounts, exceeding credit card limits, etc.) resulting from charges billed by UCFirst.

If you purchase Services through a reseller who in turns pays UCFirst, the reseller must pay all amounts owing for your account. If the reseller fails to pay UCFirst any amounts due (whether or not you have paid the reseller) your account will be subject to suspension or cancellation until you or the reseller has paid all amounts due.

Delinquent accounts may be suspended or canceled at UCFirst's sole discretion; however, charges will continue to accrue until the account is canceled. UCFirst may bill an additional charge to reinstate a suspended account.

Upon registration, Members receive a username, password, and account designation. You are the only authorized user of your UCFirst account and must comply with this Agreement. You must keep your password confidential so that no one else may access the Services through your account. You must notify UCFirst immediately upon discovering any unauthorized use of your account.

Email accounts exceeding the Member's allotted email space may, at UCFirst's discretion, be transferred to a compressed temporary file or storage. UCFirst may delete the temporary file from the server 60 days after notifying you. Any free Web site exceeding the amount of space allotted to such Member may be suspended until the Member reduces the disk space usage to the amount of space allotted or less or purchases additional megabytes. Any free Web site exceeding the traffic limits for such Member will be billed for excess traffic.

UCFirst may change its POP numbers at any time. UCFirst reserves the right to direct Members to use certain numbers to access the Service or to restrict use of specific access numbers. Usernames, passwords and email addresses are UCFirst's property and UCFirst may alter or replace them at any time.

UCFirst has no obligation to monitor the Services, but may do so and disclose information regarding use of the Services for any reason if UCFirst, in its sole discretion, believes that it is reasonable to do so, including to: satisfy laws, regulations, or governmental or legal requests; operate the Services properly; or protect itself and its Members. Please see our Privacy Policy. UCFirst may immediately remove your material or information from UCFirst's servers, in whole or in part, which UCFirst, in its sole and absolute discretion, determines to infringe another's property rights or to violate our Acceptable Use Policy.

EXCEPT FOR CERTAIN PRODUCTS AND SERVICES SPECIFICALLY IDENTIFIED AS BEING OFFERED BY UCFIRST, UCFIRST DOES NOT CONTROL ANY MATERIALS, INFORMATION, PRODUCTS, OR SERVICES RESIDING IN THE MEMBER'S GROUPWARE & UNIFIED COMMUNICATIONS DOCUMENTS. THE GROUPWARE & UNIFIED COMMUNICATIONS DOCUMENTS CONTAINS UNEDITED MATERIALS, SOME OF WHICH MAY BE SEXUALLY EXPLICIT OR MAY BE OFFENSIVE TO YOU. UCFIRST HAS NO CONTROL OVER AND ACCEPTS NO RESPONSIBILITY FOR SUCH MATERIALS. YOU ASSUME FULL RESPONSIBILITY AND RISK FOR USE OF THE SERVICES AND ARE SOLELY RESPONSIBLE FOR EVALUATING THE ACCURACY, COMPLETENESS, AND USEFULNESS OF ALL SERVICES, PRODUCTS, AND OTHER INFORMATION, AND THE QUALITY AND MERCHANTABILITY OF ALL MERCHANDISE PROVIDED THROUGH THE GROUPWARE & UNIFIED COMMUNICATIONS SERVICE.

UCFIRST ALLOWS MEMBERS TO STORE DOCUMENTS SUCH AS EMAIL, ADDRESS BOOKS, CALENDARS, FAXES, VOICE MAILS AND OTHER INFORMATION ON UCFIRST SERVERS. REGARDLESS OF THE MEASURES UCFIRST TAKES TO SAFEGUARD SUCH INFORMATION, MEMBERS ASSUME ALL RISK AND RESPONSIBILITY TO DOWNLOAD, BACKUP, STORE, ARCHIVE AND MAINTAIN ALL MEMBER'S PERSONAL AND CORPORATE INFORMATION AND DOCUMENTS ON SYSTEMS AND DEVICES SUITABLE TO MEMBER AT MEMBER'S COST AND AT MEMBER'S LOCATIONS. UCFIRST ASSUMES NO RISK OR RESPONSIBILITY FOR VIABILITY, USABILITY, FUNCTIONALITY OR COMPLETENESS OF ANY INFORMATION ANY MEMBER.

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. UCFIRST DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. UCFIRST MAKES NO EXPRESS WARRANTIES AND WAIVES ALL IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE REGARDING ANY MERCHANDISE, INFORMATION OR SERVICE PROVIDED THROUGH UCFIRST OR THE GROUPWARE & UNIFIED COMMUNICATIONS SERVICES GENERALLY. NO ADVICE OR INFORMATION GIVEN BY UCFIRST OR ITS REPRESENTATIVES SHALL CREATE A WARRANTY. UCFIRST AND ITS EMPLOYEES ARE NOT LIABLE FOR ANY COSTS OR DAMAGES ARISING DIRECTLY OR INDIRECTLY FROM YOUR USE OF THE SERVICES OR THE GROUPWARE & UNIFIED COMMUNICATIONS INCLUDING ANY INDIRECT, INCIDENTAL, EXEMPLARY, MULTIPLE, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES. IN ANY EVENT, UCFIRST'S CUMULATIVE LIABILITY TO ANY MEMBER FOR ANY AND ALL CLAIMS RELATING TO THE USE OF THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT OF SERVICE FEES PAID DURING A ONE YEAR PERIOD.

UCFirst grants to each Member a limited, nonexclusive, nontransferable and nonassignable license to install and use the FirstClass access software (including software from third-party vendors that UCFirst distributes; in object code format), its associated documentation, and any updates thereto (“Licensed Programs”) in order to access and utilize the Services. Each Member agrees to use the Licensed Programs solely in conjunction with the Services and for no other purpose. To the extent it can, UCFirst may modify the Licensed Programs at any time, for any reason, and without providing notice of such modification to a Member.

The Licensed Programs constitute confidential and proprietary information of UCFirst and UCFirst's licensors and embody trade secrets and intellectual property protected under United States copyright laws, other laws, and international treaty provisions. All right, title, and interest in and to the Licensed Program, including associated intellectual property rights, are and shall remain with UCFirst and UCFirst's licensors. Member shall not translate, decompile, reverse engineer, distribute, remarket, or otherwise dispose of the Licensed Programs or any part thereof.

You may not download, use, or otherwise export or re-export the Licensed Programs or any underlying information or technology except in full compliance with all United States and other applicable laws and regulations. By installing or downloading the Software, you represent and warrant that you are not located in, under the control of or a national or resident of any country on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders.

Our site on the World Wide Web with its home pages in the domain "ucfirst.com", “UCFirst.net", or any other site operated by UCFirst (the "Web site") is a complimentary information service offered by UCFirst at no charge to users.

We may provide links on the Web site to other Web sites that are not under our control. In general, any Web site that has an address (or URL) that does not contain “ucfirst.com” or “UCFirst.net” is such a Web site. These links are provided for convenience only and are not intended as an endorsement by UCFirst of the organization or individual operating the Web site or a warranty of any type regarding the Web site or the information on the Web site.

You may provide a hypertext link to our Web site on another Web site, provided that: (a) the link must be clearly marked "UCFirst", (b) the link must "point" to the URL "http://www.ucfirst.com/” and not to any other pages within the Web site, (c) the appearance, position and other aspects of the link may not be such as to damage or dilute the goodwill associated with our name and trademark(s), (d) the appearance, position and other aspects of the link may not create the false appearance that an entity is associated with or sponsored by UCFirst , (e) the link, when activated by a user, must display this Web site full-screen and not within a "frame" on the linked Web site, and (f) UCFirst may, in its sole discretion, revoke consent to link to our website at any time. UCFirst must approve all other hypertext links to the Web site in writing.

Some portions of the Web site are made available for the free exchange of ideas by participants and are not regularly monitored nor moderated by UCFirst. UCFirst assumes no responsibility and makes no warranty that it will undertake to screen or remove such material. You agree to hold UCFirst harmless from all claims based upon the materials posted by others. Also, in exchange for availing yourself of the opportunity to upload or provide information to this site and any associated chat rooms or discussion areas, you will indemnify UCFirst from any claims made by third parties regarding the material that you provide. Personal information posted by you to the Web site is posted at your own risk. UCFirst will have no liability arising from use of that information. You shall not use the Web site to distribute or publish any advertising of goods or services, solicitations for funds, or other commercial messages. You agree that you will not post, upload or otherwise introduce a virus or other harmful code onto the Web site.

Your posting of material on the Web site or providing material to UCFirst to use on the Web site will be deemed to be a grant by you to UCFirst of a license to the material to include the material on the Web site and to reproduce, publish, distribute, perform, display, and transmit the material and to prepare derivative works as may be reasonably necessary to do so, and you waive all rights of attribution and integrity with respect to the material.

Continued use of the Services constitutes acceptance of this Agreement and any future versions. If you are dissatisfied with the Services or any related terms, conditions, rules, policies, guidelines, or practices, your sole and exclusive remedy is to discontinue using the Services and, if you are a Member, to terminate your account.

Email termination of your basic Groupware & Unified Communications access account will not be accepted. Your termination will only be complete upon your receipt of a cancellation confirmation number from UCFirst. Charges to your account will stop accruing the day UCFirst provides you with a cancellation confirmation number. Based on your billing cycle, charges accrued prior to your termination or credits prorated after termination may apply after you receive a cancellation confirmation. Email cancellation requests will not be accepted. If your account included space on UCFirst's servers, anything stored on this space will be deleted upon termination.

Without prior notice, UCFirst may terminate this Agreement, your password, your account, or your use of the Services, for any reason, including, without limitation, if UCFirst, in its sole discretion, believes you have violated this Agreement, our Acceptable Use Policy, or any of the applicable user policies, or if you fail to pay any charges when due. UCFirst may provide termination notice to you by: email addressed to your email account or by US Mail or courier service to the address you provided for the Services. All notices to you shall be deemed effective on the first (1st) calendar day following the date of electronic mailing or on the fourth (4th) calendar day following the date of first-class mailing or deposit with a commercial courier service.

Under California Civil Code Section 1789.3, Members or Visitors who are residents of California are entitled to the following specific consumer rights information: the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs may be contacted in writing at 1020 N. Street, #501, Sacramento, CA 95814 or by telephone at 916.445.1254.

The federal and state courts located in California alone have jurisdiction over all disputes arising out of or related to this Agreement and the Services. You consent to the personal jurisdiction of such courts sitting in California with respect to such matters or otherwise between you and UCFirst, and waive your rights to removal or consent to removal.

This Agreement, the Acceptable Use Policy, the Privacy Policy, and UCFirst's other user policies posted on UCFirst's Web site(s) constitute the entire agreement between you and UCFirst with respect to your use of the Services.

UCFirst may revise, amend, or modify this Agreement, the Acceptable Use Policy and any other user policies and agreements, at any time and in any manner. Notice of any revision, amendment, or modification will be posted on UCFirst's Web site (http://www.ucfirst.com) and/or on Member's start pages and/or by email and/or in our various publications and mailings to Members.