Mobile Application — Terms and Conditions of Use
Effective Date: September 27, 2017
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS APPLICATION. THIS IS A BINDING CONTRACT.
Welcome to the Ultra Worldwide mobile application (the “App”).
Ultra Enterprises Inc. and its subsidiaries and affiliates (“Ultra,” “us”, “we” “our”) provide access to the App and its features, content and services to you subject to the following Terms and Conditions of Use (the “Terms”). The Terms govern your use of, and access to, the App, as well as any of our affiliated websites (together with the App, the “App”) and any services, features and content offered by us on or through the App (the “Services”). You may use the App and Services only on the condition that you abide by these Terms. Therefore, it is crucial that you read and comprehend these Terms.
BY USING THE APP, YOU SIGNIFY YOUR AGREEMENT TO THESE TERMS. Any continued use of the App and/or the Services implies that you have read and consent to the Terms (and all other policies set forth on the App) without limitation or qualification. If you do not agree to the Terms, such policies, or any modifications thereto, please do not use the App. Additionally, as a condition of your use of the App, you represent and warrant to us that YOU WILL NOT USE THE APP, ANY CONTENT ON THE APP OR ANY SERVICES PROVIDED ON OR THROUGH THE APP FOR ANY PURPOSE THAT IS UNLAWFUL, IMMORAL OR PROHIBITED BY THE TERMS.
By using the App and/or the Services, you are representing you are 18 years of age or older and are legally capable to enter into contracts. We will not be liable for any damages that may result from the misrepresentation of age by a user of our App and/or Services.
MODIFICATION OF THE TERMS
We reserve the right to change, update, delete or add to the Terms at any time without notification to you. Any changes to the Terms will be effective immediately upon posting, and any continued use by you of the App and/or the Services after changes have been posted constitute your acceptance to those changes. It is your responsibility to review the Terms and applicable policies periodically for changes.
All of the text, designs, graphics, logos, page headers, button icons, scripts, service names, technical documentation, product information, visual interfaces, images, photographs, trademarks, sounds, music, videos, streaming content, software and artwork (collectively, “Content”), including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement thereof, contained on the App are owned or controlled by us, or licensed to us, and are protected by trade dress, copyright, patent and trademark laws and various other intellectual property rights and unfair competition laws. All other trademarks not owned by us that appear on the App are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.
YOU MAY NOT copy, use, republish, download, post, publically display, transmit, reproduce or distribute in any way the Content (or any portion thereof) in any manner without our prior express written permission, unless expressly permitted in the Terms. Nothing on the App should be construed as granting, by implication, or otherwise, any license or right to use any Content displayed on the App or on, or through, the Services, without the prior express written permission of the Content owner. We enforce our intellectual property rights to the fullest extent permitted by law. Any unauthorized attempt to copy or modify the Content, or to circumvent or defeat any of the security features designed to protect the Content, is strictly prohibited.
NEWS AND INFORMATION
While we try to provide you with the most up-to-date and accurate information, we do not guarantee, and explicitly disclaim any responsibility for the accuracy, availability or currentness of information and other Content available on the App and/or the Services, or any websites that link to or from the App and/or the Services.
SWEEPKSTAKES, CONTESTS, SURVEYS
WE MAY DISCONTINUE OR SUSPEND THE APP, SERVICES, OR YOUR ACCESS
Ultra reserves the right to add, change, modify, suspend or discontinue (temporarily or permanently) any portion of the App and/or the Services, in its sole discretion, at any time with or without notice. In addition, Ultra may impose limits on any portion of the App and/or the Services or restrict your access to portions of or the entire App and/or Services in its sole discretion without notice or liability.
Ultra has the right to restrict, deactivate, suspend or terminate your access to the App and/or the Services, including the deletion of your account (when applicable) and all related information in your account, at any time and for any reason without giving you prior notice. Ultra will not be liable to you for any of these actions.
You understand that if you violate any of the Terms, Ultra reserves the right, without limiting any other remedy available in law or equity, to revoke your right to use the App and/or the Services and to use any technological, legal, operational or other means available to enforce the provisions of these Terms, including blocking IP addresses.
You are responsible for any Internet connection and/or telecommunication fees and charges that you incur when accessing the App and/or the Services, or any portion thereof.
When you visit the App, use the Services or send e-mails to Ultra, you are communicating with us electronically, and you consent to receive communications from us electronically. Ultra will communicate with you by e-mail or by posting notices on the App. You agree that all agreements, notices, disclosures and other communications that Ultra provides to you electronically satisfy any legal requirement that such communications be in writing.
Ultra welcomes your comments and feedback. All communications and comments submitted to Ultra by e-mail, through the App or any of our affiliated websites are non-confidential.
Any comments and feedback can be sent to [email protected].
All comments, feedback, suggestions, ideas and other submissions that you disclose, submit or offer to Ultra in connection with your use of the App and/or the Services, such as your suggestions regarding improvements that Ultra makes to the App and/or the Services (collectively, “Comments”), will become Ultra’s exclusive property. Such disclosure, submission or offer of any Comments shall constitute an assignment to us of all worldwide rights, title and interest in all patent, copyright, trademark and all other intellectual property, and other rights whatsoever in and to the Comments and a waiver of any claim based on moral rights, unfair competition, breach of implied contract, breach of confidentiality and any other legal theory relating to submissions. Thus, we will own exclusively all such rights, title and interest and shall not be limited in any way in the use, commercial or otherwise, of any Comments. You should not submit any Comments to us if you do not wish to assign such rights to us. We are and will be under no obligation to: (i) maintain any Comments in confidence; (ii) pay to you, or any third party, any compensation for any Comments; or (iii) respond to any Comments. You are and shall remain solely responsible for the content of any Comments you make. By sending us Comments or any other content, you warrant and represent that you own the rights to such or are otherwise authorized to post, distribute, display, perform, transmit or otherwise distribute such Comments and content and grant us the right to do the same. You hereby irrevocably waive any claims based on moral rights and similar theories, if any. We reserve the right to use any Comments.
To use certain features of the App and/or the Services, you may be directed to register and/or create a user profile or account (“Account”). You are responsible for maintaining the confidentiality of your Account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your Account or password. We will take commercially reasonable security precautions to ensure information you provide to us is safe, but no measures are completely secure. Therefore, we cannot guarantee the security of any information you provide to us on or through the App and/or the Services at any time.
As part of the registration process, you may be asked to submit your name, address, email address, date of birth and/or similar information and to select a password. You agree that all information you provide to Ultra for purposes of creating an Account or otherwise registering (“Registration Information”) will be true, accurate, current and complete and your failure to provide such information shall constitute a breach of the Terms and may result in the immediate termination of your Account. You shall (i) promptly update your Registration Information to keep it true, accurate, current and complete; and (ii) maintain the confidentiality of your password.
In registering and/or creating an Account, YOU SHALL NOT: (a) select or use the email address or user name of another person with the intent to impersonate that person; (b) use a name subject to the rights of any other person without authorization; (c) use an email address or user name that is profane, offensive or otherwise inappropriate; or (d) allow any other party to use your Account and/or password except as set forth herein.
YOU MAY NOT SHARE OR TRANSFER YOUR ACCOUNT. You may not disclose your password to anyone. You agree to immediately notify Ultra by sending an email to [email protected] of any known or suspected unauthorized use(s) of your Account or any known or suspected breach of security, including loss, theft or unauthorized disclosure of your password. You understand and agree that you shall be liable for all activities that occur under any Account created for your use, even if such activities were not committed by you. Ultra is not responsible for any loss or damage arising from your failure to maintain the confidentiality of your password.
Ultra reserves the right to refuse service, terminate Accounts, remove or edit content, or cancel orders in its sole discretion at any time, for any reason, without notice. For example, if we have reasonable grounds to suspect your Account Information is fraudulent or inaccurate, we may suspend or terminate your account and refuse any and all current or future use of the App and/or Services.
Ultra will not be liable for any damages or loss resulting from the removal of any User Content from the App and/or the Services. You may cancel your Account at any time and cancellation will take effect immediately. Ultra reserves the right to temporarily or permanently restrict or block access to the App and/or the Services to any users who have had their Accounts cancelled.
LIMITED LICENSE TO USE THE APP
Subject to these Terms, you are granted a limited, non-sublicensable right to use and access the App and all content contained therein for your personal, non-commercial, and informational use only. The foregoing license grant does NOT include the right for you to: (i) publish, publicly perform or display, or distribute to any third party any content, including reproduction on any computer network or broadcast or publications media; (ii) market, sell or make commercial use of the App and Services or any content; (iii) systematically collect and use any data or content including through the use of any data spiders, robots, or similar data gathering, mining or extraction methods; (iv) make derivative uses of the App and the Services or the content; or (v) use, frame or utilize framing techniques to enclose any portion of the App and the Services (including the images found on the App or any text or the layout/design of any page or form contained on a page). All modifications and enhancements to the App and Services remain the sole property of Ultra.
Any unauthorized use of the App and/or the Services terminates the permission or license granted by us and may violate applicable law including copyright laws, trademark laws (including trade dress), and communications regulations and statutes.
You are granted a limited, revocable and nonexclusive right to create a hyperlink to the home page of the App so long as the link does not portray Ultra, the App, or its products or Services in a false, misleading, derogatory, or otherwise offensive matter or does not otherwise create an implication of endorsement by us. You may not use Ultra’s name, likeness, logo(s) or other proprietary graphic(s) or trademark(s) as part of the link without express written permission. If you place a link to the App(s) on a third party website, you must adhere to Ultra’s linking policy as follows: (i) the appearance, position and other aspects of the link may not be such as to damage or dilute the goodwill associated with Ultra and/or its licensors’ names and trademarks; (ii) the appearance, position and other attributes of the link may not create the false appearance that your organization or entity is sponsored by, affiliated with, or associated with Ultra; (iii) when selected by a user, the link must display the App(s) on full-screen and not within a frame on the linking site; and (iv) Ultra reserves the right to revoke its consent to the link at any time and in its sole discretion.
THIRD PARTY CONTENT AND SERVICES
The App and Services are operated from the United States. We do not represent or warrant that the App and/or the Services (or any part thereof) are appropriate or available for use in any particular country other than the United States. In choosing to access the App and/or the Services you do so at your own risk, and are responsible for complying with all local laws, rules and regulations.
IF YOU ARE A USER ACCESSING THE APP OR SERVICES FROM ANY OTHER COUNTRY WITH LAWS OR REGULATIONS GOVERNING PERSONAL DATA COLLECTION, USE AND DISCLOSURE THAT DIFFER FROM THE LAWS OF THE UNITED STATES, PLEASE BE ADVISED THAT THROUGH YOUR CONTINUED USE OF THE SITES AND/OR SERVICES, YOU ARE TRANSMITTING YOUR PERSONAL INFORMATION TO THE UNITED STATES AND YOU CONSENT TO THAT TRANSMISSION. ADDITIONALLY, YOU UNDERSTAND THAT YOUR PERSONAL INFORMATION MAY BE TRANSMITTED TO AND PROCESSED IN COUNTRIES (INCLUDING THE UNITED STATES) WHERE LAWS REGARDING PROCESSING PERSONAL INFORMATION MAY BE LESS STRINGENT THAN IN YOUR COUNTRY.
DISCLAIMER OF WARRANTIES
THE APP IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. ULTRA MAKES NO WARRANTY AS TO THE QUALITY, ACCURACY, CURRENTNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT AVAILABLE THROUGH, OR THE PERFORMANCE OF, THE APP. YOU ARE RESPONSIBLE FOR VERIFYING ANY INFORMATION BEFORE RELYING ON IT. USE OF THE APP IS AT YOUR SOLE RISK. ULTRA DOES NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE APP AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; THAT THE OPERATION OF THE APP WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; AND THAT THE APP IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
YOU ASSUME ALL COSTS ARISING AS A RESULT OF THE USE OF THE APP.
LIMITATION OF LIABILITY
To the maximum extent permitted by law, in no event shall Ultra or any of its subsidiaries, sponsors or affiliates, together with its respective directors, officers, shareholders, employees and agents, be liable for any direct, incidental, indirect, consequential, special, punitive or exemplary damages of any kind, including, without limitation: (i) lost revenues or profits; (ii) loss of business or loss of data; (iii) loss or damage to any personal property including computer, mobile phone or other device that is in any way related to your use of the App or Services; or (iv) for any claim, loss or injury based on errors, omissions, interruptions or other inaccuracies in our App, including, without limitation, as a result of breach of any warranty or other term of the Terms, the use or inability to use the App, unauthorized access to or alternation or your transmissions of data, statements or conduct of any third party on the App, or any other matter relating to the App. Some states do not allow the exclusion or limitation of liability of consequential or incidental damages, so the above exclusions may not apply to all users; in such states liability is limited to the fullest extent permitted by law.
ULTRA’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCE SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100). YOU ACKNOWLEDGE AND AGREE THAT, UNLESS OTHERWISE STATED, YOUR SOLE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE APP IS TO TERMINATE YOUR ACCOUNT AND DISCONTINUE USE OF THE APP.
You agree to defend, indemnify and hold Ultra, and its successors and assigns, and any affiliated companies, subsidiaries or sponsors and their respective officers, directors, affiliates, agents and employees, harmless from and against any and all claims, actions, proceedings and suits and all related liabilities, losses, damages, judgments, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys fees and costs) arising out of or relating to (i) your use or misuse of the App and/or the Services; (ii) your breach or alleged breach of the Terms including, without limitation, a breach or alleged breach of any representation or warranty by you in the Terms; (iii) your violation of any law, rule, regulation or rights of others in connection with your use of the App; or (iv) any infringement, violation or misappropriation of any copyright, trade secret, or any other intellectual property rights or the violation of any property or privacy right arising from your use of the App and/or Services.
GOVERNING LAW; JURISDICTION
The Terms shall be governed by, and will be construed under, the laws of the United States of America and the law of the State of Florida, without regard to choice of law principles. All disputes arising out of or related to your use of the App and/or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located within Miami-Dade County, Florida and you agree to submit to the personal jurisdiction of such courts.
Relationship of Parties. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Ultra as a result of the Terms or your use of the App.
Assignment. Ultra may assign the Terms, in whole or in part, to any person or entity at any time with or without your consent. You may not assign the Terms without Ultra’s express prior written consent, and any unauthorized assignment by you shall be null and void.
Severability. If any of the provisions of the Terms is found to be invalid or unenforceable, then that provision shall be construed in a manner consistent with applicable laws to reflect, as nearly as possible, the original intentions of the parties, and the remaining provisions shall remain in full force and effect.
Attorneys’ Fees. In the event any litigation is brought by either party in connection with the Terms, the prevailing party in such litigation shall be entitled to recover from the other party all the reasonable costs, attorneys’ fees and other expenses incurred by such prevailing party in the litigation.
No Waiver. Our failure to enforce any provision of the Terms shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by us of any provision, condition or requirement of the Terms shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
Notices. All notices given by you or required under the Terms shall be in writing and addressed to: [email protected], unless otherwise specified herein.
Equitable Remedies. You hereby agree that Ultra would be irreparably damaged if the Terms herein were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of the Terms, in addition to such other remedies as we may otherwise have available to us under applicable laws.
All questions and concerns regarding the Terms should be directed to [email protected].