Terms and Conditions

Last Updated: 15th Jan 2010

Welcome to UGainonline.com's online marketplace (the "Site / web portal"). Any person who wishes to access the Site to buy or bid for goods or to use the other services provided on the Site (collectively, the "Services") must accept the terms and conditions of this User Agreement, without change.

UGainonline, (hereinafter "UGainonline" or "UGainonline.com") reserves the right to change any of the terms and conditions contained in this Agreement or any policies or guidelines governing the Site or Services, at any time and in its sole discretion. Any changes will be effective upon posting of the revisions on the Site. You are responsible for reviewing the notice and any applicable changes. Changes to referenced policies and guidelines may be posted without notice to you. You can review the most current version of this Agreement at any time at http://www.ugainonline.com. You’re continued use of this site and the services following ugainonline's posting of any changes will constitute your acceptance of such changes or modifications. If you do not agree to any changes to this agreement, do not continue to use the services or this site.

1. Trademarks and brands. All trademarks and brands of products and services displayed at ugainonline.com are the property of their respective owners.
2. Eligibility. Use of the Site and the Services is limited to parties that lawfully can enter into and form contracts under applicable law. Without limiting the generality of the foregoing, minors may not use the Services. Every person who uses the Services hereby represents to ugainonline.com that he or she is not a minor, is at least over the age of eighteen (18) and may otherwise enter into and form binding contracts under applicable law. To register, you must provide your real name, address, phone number and e-mail address, along with other information that may be required from time to time.
3. Applicable Policies and Guidelines. You agree to abide by the procedures and guidelines for conducting and participating in transactions on the Site, which are contained in the Help Pages and are incorporated by reference into, and made part of, this Agreement. The policies, procedures and guidelines contained in the Help Pages explain the processes and set out acceptable conduct and prohibited practices. These policies, procedures and guidelines may be changed by UGainonline in the future, and will be effective immediately upon posting, without notice to you. You should regularly refer to the pages to understand the current procedures and guidelines related to the Site.
4. UGainonline is not an Auctioneer. Although UGainonline is commonly referred to as an online auction web site, it is important to realize that we are not a traditional "auctioneer." Instead, the Site acts as a venue to sell and buy certain products or services.
5. UGainonline's Role and Responsibilities. UGainonline represents the wholesaler / retailer of the products offered / procured at UGainonline. UGainonline or ugainonline’s undertake responsibility for all major aspects of the transaction, the product quality, performance. Some aspects related to the product that may be a part of the transaction is covered by the wholesaler / retailer / certified merchants from whom the product has been procured. 
6. UGainonline.com Payments. UGainonline currently accepts credit card/debit card payments for orders in the UGainonline Direct Marketplace and the UGainonline Certified Merchant Marketplace. You warrant that any payment method selected by you when placing a bid shall enable you to make full and immediate payment for the items / service chosen, in the event your bid becomes the winning bid. In the event that the chosen payment method does not enable you to make full and immediate payment for any reason, including without limitation insufficient funds or credit decline, UGainonline may in it sole and absolute discretion cancel your bid. In such case, UGainonline may in it sole and absolute discretion (but shall not be required to) designate the next winning bidder (meeting the applicable minimum bid or reserve requirements) as the winning bidder. At UGainonline's sole discretion, but without any obligation, alternate payment methods may be arranged with the product purchaser(s) in the case where a payment method has been declined.
7. UGainonline Reservation of Rights. UGainonline retains the right, but does not have the obligation, to immediately halt any auction or product sale, prevent or restrict access to the Site or the Services or take any other action in case of technical problems, objectionable material, inaccurate listings, inappropriately categorized items, auction inaccuracies, product inaccuracies, unlawful items, items, procedures, or actions otherwise prohibited by the procedures and guidelines contained on the Site, or for any other reason in the sole and absolute discretion of UGainonline, and to correct any inaccurate listing, auction inaccuracies, product inaccuracies, inappropriately categorized items or technical problems on the Site.
8. Your Transactions and Obligations. Bidders and buyers create different obligations by accessing the Site and using the Services.

In the Certified Merchant Marketplace, the seller must sell the product to the winning bidder who meets the criteria.

Each transaction in the UGainonline Marketplace will indicate whether a reserve price has been established. If you are the winning bidder (meeting the applicable minimum bid or reserve requirements) or if you elect to purchase the item through a Buy It offer, your bid or buy from a stale auction room, as the case may be, is a legal offer to buy the product and you are obligated to complete the transaction. Bids and stale auction room purchases are not retractable.

By entering into this Agreement and bidding on a product or making a sale room purchase, you agree to complete the transaction as described by this Agreement. You acknowledge that by not fulfilling these obligations, your action or inaction may be legally actionable.

If an item purchased in the UGainonline Marketplace calls for local taxes duties or levies etc these shall be charged extra at actual and shall be intimated at the time of the winning notification.

9. Password Security. Your password may be used only to access the Site, use the Services, electronically sign your transactions and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account) and are solely responsible for any use of or action taken under your password on this Site. If your password is compromised you must change your password.
10. Access and Interference. Much of the information on the Site is updated on a real time basis and is proprietary of or is licensed to UGainonline. You agree that you will not use any robot, spider, scraper or other automated means to access the Site for any purpose. Additionally, you agree that you will not:

a)     Take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure.

b)     copy, reproduce, modify, create derivative works from, distribute or publicly display any content (except as otherwise provided herein)

c)     interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; or

d)     Bypass or override or other measures we may use to prevent or restrict access to the Site.

11. Illegal Activity

• Compliance with Laws; Fraud. The Site and Services only may be used for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes and regulations regarding use of the Services, including in regard to bidding, and purchasing items. You may not register under a false name or use an invalid or unauthorized credit card. You may not make bids under a false name, impersonate any participant, or use another participant's password(s). Such fraudulent conduct is a violation of state laws. Fraudulent conduct may be reported to law enforcement, and UGainonline will cooperate to ensure that violators are prosecuted to the fullest extent of the law.

12. Breach. Without limiting other remedies, UGainonline may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your bid room membership and refuse to provide our services to you:

a)      if you breach this Agreement or the documents it incorporates by reference;

b)     if UGainonline is unable to verify or authenticate any information you provide to UGainonline; or

c)     if UGainonline believes that your actions may cause legal liability for you, other UGainonline users or UGainonline.

13. Privacy, Monitoring and Disclosure.

a)     UGainonline is committed to protecting your privacy. Please study our general Privacy Policy, which is incorporated by reference into, and made part of, this Agreement. UGainonline may change the Privacy Policy in the future. You should check the Privacy Policy frequently for changes. Except as authorized herein and unless otherwise authorized or consented, you agree not to use any information regarding other participants which is accessible from the Site or disclosed to you by UGainonline except to enter into and complete transactions. You agree not to use any such information for purposes of solicitation, advertising, unsolicited e-mail or spamming, harassment, invasion of privacy, otherwise objectionable conduct or otherwise inconsistent with our privacy policy.

b)     Investigation. As permitted by applicable law and consistent with our privacy policy, UGainonline has the right, but not the obligation, to monitor any activity and content associated with this Site. UGainonline may investigate any reported violation of its policies or complaints and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, denying access and/or removal of any materials on the Site, including listings and bids. UGainonline reserves the right and has absolute discretion, to remove, screen or edit any content that violates these provisions or is otherwise objectionable.

c)     Disclosure of Information. As permitted by applicable law, UGainonline also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with information requests, to protect UGainonline's systems and customers, to allow users to resolve disputes, or to ensure the integrity and operation of UGainonline's business and systems or other purposes deemed reasonable by UGainonline, UGainonline may access and disclose any information it considers necessary or appropriate, including, without limitation, user contact details, IP addressing and traffic information, usage history and posted content.

14. No Warranties. The site and the services are provided on an "as is" basis. Customer's use of and reliance thereon are at customer's own and sole risk. Ugainonline makes no other representations or warranties of any kind, other than the warrenties provided by the manufacturer of the product sold / certified merchant of the product. All representations or warranties of any kind express or implied, including without limitation:

a)     The implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement;

b)     That the site or the services will meet your requirements, will always be available, accessible, uninterrupted, timely, secure or operate without error;

c)     The information, content, materials or products included on the site will be as represented by sellers, available for sale at the time of offer, lawful to sell, or that certified merchants will perform as promised;

d)     Any implied warranty arising from course of dealing or usage of trade; and

e)     Any obligation, liability, right, claim or remedy in tort, whether or not arising from the negligence of ugainonline.

15. To the full extent permissible under applicable law, ugainonline disclaims any and all such warranties. No advice or information, whether oral or written, which you obtain from ugainonline or through the use of services shall create any warranty not expressly stated in this agreement.
16. General release. Because ugainonline is not the seller in transactions between buyers and certified merchants, if a dispute arises between one or more participants, each of you release ugainonline (and its affiliates, agents and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. You acknowledge and agree that this release is an essential and material term of this agreement, and that without such release, this agreement would not have been entered into by ugainonline.
17. Limitation of liability. Ugainonline will not be liable for any damages of any kind including without limitation direct, indirect, incidental, special, punitive and consequential damages, arising out of or in connection with this agreement, the site, the services, the inability to use the services or those resulting from any goods or services purchased or obtained or messages received or transactions entered into through the services whether such damages arise under theory of contract, tort (including negligence), strict liability or otherwise.
18. Indemnity. You agree to defend, indemnify and hold ugainonline and our subsidiaries, parents, affiliates, officers, directors, agents, and employees harmless from and against any and all claims, losses, liabilities, costs and expenses (including but not limited to attorneys' fees) arising from or in connection with

a)     Your breach of this agreement, including the documents incorporated by reference;

b)     Your violation of any state, federal foreign or international laws, codes or regulations; and/or

c)     Your violation of any third party's rights, including, but not limited to, infringement of any copyright, violation of any proprietary right and invasion of any privacy rights. This obligation will survive the termination of this agreement.

19. Arbitration. You agree that any controversy or claim arising out of or relating to this agreement or our services shall be settled by binding arbitration in accordance with the commercial arbitration rules. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. Ugainonline shall not be a part or party to any and all arbitrations that may arise from or due to the service provided.  If necessary to protect the rights or property of you or ugainonline pending the completion of arbitration and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these terms and conditions. All arbitration if any between the buyer or the certified merchant shall be settled between the buyer and the certified merchant as per the applicable local rules from where the certified merchant and the buyer hail from.
20. Certified Merchant Disputes. In the event where in a transaction takes place directly between the certified merchant and a buyer, since UGainonline is not the seller in the actual transaction between Certified Merchants and buyers and /or the agent for any purpose, UGainonline does not have the duty to resolve and will not be involved in resolving any disputes between participants related to or arising out of any such transaction.
21. Licenses. UGainonline.com grants a limited license to each participant to make personal use only of the Site and the Services in accordance with this Agreement. This license expressly excludes, without limitation, any reproduction, duplication, sale, resale or other commercial use of the Site and the Services (other than the buying and selling of items in accordance with this Agreement), making any derivative of the Site or the Services, the collection and use of participant e-mail addresses or other participant information, ratings or listings, or any data extraction or data mining whatsoever.
22. Termination. UGainonline, in its sole discretion, may terminate or modify this Agreement, access to the Site or the Services, or any current transaction immediately without notice for any reason.
23. General Provision

a)    Entire Agreement. This Agreement and the general terms, conditions set forth on the Site, including but not limited to those set forth in the Help Pages, Privacy Policy and Legal Pages, constitute the entire agreement of the parties with respect to the subject matter hereof and supersedes and cancels all prior and contemporaneous agreements, claims, representations and understandings of the parties in connection with the subject matter hereof.

b)     No Agency; Third-Party Beneficiary. UGainonline is not the agent, fiduciary, trustee or other representative of you. Nothing expressed or mentioned in or implied from this Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the sole and exclusive benefit of UGainonline, its Certified Merchants and you.

c)     Severability. If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.

d)       No Waiver. UGainonline's failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of UGainonline's right to subsequently enforce such provision or any other provisions of this Agreement.