TERMS OF USE
Last Updated December 9, 2024
1. INTRODUCTION AND ACCEPTANCE
These “Terms of Use” apply to your use of the Websites controlled by Universal Language Productions LLC and/or its shareholders/members and subsidiary and related entities and businesses, including, but not limited to, Lilholt Technology Solutions LLC, Universal Language Productions LLC DBA IVLEY (“IVLEY”), ULP TV LLC, OOMCOM LLC, and Suxcom LLC (collectively, “ULP,” “us,” “we” or “our”) where these Terms of Use are linked. “Websites” include sites that we provide to you, however accessed and/or used, whether via personal computers, mobile devices or otherwise (collectively, “Computer”), and products, software, services, interactive features, applications and downloads that are operated by us and that are available through, or interact with, our Websites where these Terms of Use are linked.
These Terms of Use apply to all users of the Websites and Website Content (defined in Section 3), including users who are also contributors of User Content (defined in Section 7) on the Websites, as well as to users of our services.
The words “use” and “using” in these Terms of Use mean any time an individual directly or indirectly, with or without the aid of a machine or device, does or attempts to access, interact with, display, view, print or copy from the Websites, transmit, receive or exchange data or communicate with the Websites, or in any way utilizes, benefits, takes advantage of or interacts with any function, service or feature of the Websites, for any purpose whatsoever (a “user”). These Terms of Use do not cover your rights or responsibilities with respect to third-party content or websites or any links that may direct your browser or your connection to third-party websites or pages.
PLEASE READ THESE TERMS OF USE AND APPLICABLE ADDITIONAL TERMS (DEFINED IN SECTION 21) CAREFULLY BEFORE USING THE WEBSITES OR SERVICES, AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. BY ACCESSING AND/OR USING THE WEBSITES (OTHER THAN TO READ THESE TERMS OF USE) OR SERVICES, YOU ARE AGREEING TO COMPLY WITH THESE TERMS OF USE, WHICH MAY CHANGE FROM TIME TO TIME AS SET FORTH IN SECTION 21 BELOW. THESE TERMS OF USE REQUIRE YOU TO AGREE TO ARBITRATE DISPUTES RATHER THAN GOING TO COURT, GRANT US CERTAIN RIGHTS AND LICENSES, PROVIDE US CERTAIN INDEMNITIES, WAIVE CERTAIN OF YOUR RIGHTS AND REMEDIES AND LIMIT OUR LIABILITY AND OBLIGATIONS TO YOU. YOUR USE OF THE WEBSITES FURTHER SIGNIFIES YOUR AGREEMENT TO THE PRIVACY POLICY LINKED IN THE WEBSITES AND INCORPORATED HEREIN BY REFERENCE. READ THESE TERMS OF USE AND PRIVACY POLICY CAREFULLY AND DO NOT USE THE WEBSITES OR OUR SERVICES OR PURCHASE OUR PRODUCTS AVAILABLE VIA THE WEBSITES IF YOU DO NOT AGREE.
You agree that these Terms of Use are supported by good and valuable consideration, the receipt and sufficiency of which you hereby acknowledge. Such consideration includes, without limitation, your use of the Websites and the materials and information available on same and the possibility of publication or publicity of your User Content. In addition to these Terms of Use, ULP has established a Privacy Policy to explain how user information is collected and used by us. Links to our Privacy Policy can be found in our Websites. By accessing or using the Websites and our services, you are signifying your acknowledgement and agreement to our Privacy Policy that is incorporated herein by reference.
In your use of the Websites, you will comply with all applicable laws, rules and regulations.
2. CONSULTING SERVICES PROVIDED BY IVLEY
IVLEY’s consulting services are intended to assist in your understanding of how to collaborate with Artificial Intelligence (“AI”) and making co-intelligence part of your thinking process when using AI. In this regard, consulting provided by IVLEY is to be interpreted as the delivery of illustrative examples, demonstrations, ideas, potential solutions and general suggestions only, meant to further spark your own ideas and solutions or provide general direction. You agree with this scope of IVLEY’s consulting services and remain solely responsible at your own risk for making any decisions, taking actions, applying any suggestions and evaluating the appropriateness and legal compliance of any suggestions or advice provided during the consulting process. We expressly disclaim any liability for outcomes or consequences resulting from the application or use of IVLEY’s consulting and no warranties, guarantees or assurances, express or implied, are made regarding the effectiveness, safety or legality of any recommendations.
IVLEY’s consulting services are intended to assist in your use of, currently, OpenAI ChatGPT (“ChatGPT”). OpenAI is a third party unaffiliated with us. To avail yourself of and potentially benefit from IVLEY’s consulting services in this regard, you will need to use ChatGPT that currently will require you to pay usage fees to OpenAI. Because we are not affiliated with OpenAI, we do not receive any financial remuneration from your payment of usage fees to OpenAI.
USERS OF IVLEY’S CONSULTING SERVICES AND OUR WEBSITES SHOULD REFER TO OPENAI’S TERMS & POLICIES, TERMS OF USE, SERVICE TERMS, USAGE POLICIES, SAFETY BEST PRACTICES, MODERATION, SHARING & PUBLICATION POLICY, PLUGINS & ACTIONS TERMS, DATA PROCESSING ADDENDUM, APPROACH TO PATENTS, BUSINESS TERMS, PRIVACY POLICY, HOW CHATGPT AND OUR (OPENAI’S) FOUNDATION MODELS ARE DEVELOPED, ENTERPRISE PRIVACY AT OPENAI, AND EUROPE PRIVACY POLICY, AMONG OTHERS, WITH REGARD TO YOUR USE OF CHATGPT.
SERVICES LIKE CHATGPT GENERATE RESPONSES BY READING A USER’S REQUEST AND, IN RESPONSE, PREDICTING THE WORDS MOST LIKELY TO APPEAR NEXT. IN SOME CASES, THE WORDS MOST LIKELY TO APPEAR NEXT MAY NOT BE THE MOST FACTUALLY ACCURATE. SUCH GENERATIVE AI IS A DEVELOPING TECHNOLOGY THAT MAY PROVIDE RESPONSES THAT ARE BIASED, INCORRECT, HARMFUL, OR MISLEADING. FOR THESE REASONS, YOU SHOULD NOT RELY ON THE FACTUAL ACCURACY OF OUTPUT FROM CHATGPT’S MODELS. IN ADDITION, INTERNET ROBOTS (“BOTS”) USED TO ASSIST IN PROVIDING IVLEY’S CONSULTING SERVICES TO YOU ARE NOT HUMAN. ADVICE PROVIDED BY CHATGPT AND THE BOTS SHOULD NOT BE RELIED UPON, AS THERE COULD BE BUGS OR INACCURACIES IN THE INFORMATION THEY PROVIDE. ACCORDINGLY, YOU ACKNOWLEDGE AND ACCEPT SUCH ADVICE “AS IS”. YOU SHOULD EVALUATE SUCH ADVICE FOR ACCURACY, APPROPRIATENESS, AND COMPLETENESS USING HUMAN REVIEW. WE DO NOT WARRANT OR GUARANTEE THE ACCURACY, RELIABILITY OR COMPLETENESS OF SUCH INFORMATION. SUCH INFORMATION SHOULD NOT BE CONSTRUED AS PROFESSIONAL ADVICE, SO NO MEDICAL, HEALTHCARE, DIETARY, CARETAKING, EDUCATIONAL, FINANCIAL OR OTHER REGULATED PROFESSIONAL SERVICE SHOULD BE BASED UPON SUCH INFORMATION. WE STRONGLY RECOMMEND CONSULTING WITH LICENSED PROFESSIONALS BEFORE MAKING DECISIONS IN THESE AREAS. BY USING IVLEY’S SERVICES, YOU ACKNOWLEDGE THAT ANY RELIANCE ON THE INFORMATION PROVIDED IS AT YOUR OWN RISK. WE EXPLICITLY DISCLAIM ANY LIABILITY FOR ANY ACTION TAKEN BASED ON OUR RECOMMENDATIONS, INCLUDING BUT NOT LIMITED TO, CONSULTING ADVICE, BOT-GENERATED CONTENT OR ANY OTHER FORM OF COMMUNICATION. WE ARE NOT LIABLE FOR ANY CHANGES, INACCURACIES OR FUTURE DEVELOPMENTS THAT MAY AFFECT THE APPLICABILITY OF THE INFORMATION PROVIDED. YOU ACKNOWLEDGE THAT RESULTS MAY VARY, AND WE ARE NOT RESPONSIBLE FOR ANY FAILURE TO ACHIEVE DESIRED RESULTS, IMPROVEMENTS OR SUCCESS IN ANY CAPACITY BASED ON OUR CONTENT OR CONSULTING SERVICES. YOU ARE RESPONSIBLE FOR EVALUATING AND VERIFYING ALL INFORMATION BEFORE ACTING UPON IT. IF YOU PROCEED TO USE IVLEY’S SERVICES, YOU DO SO AT YOUR OWN RISK. FURTHER, AN ARTIFICIAL INTELLIGENCE MODEL SUCH AS CHATGPT LEVERAGES USER CONTENT TO IMPROVE ITS CAPABILITIES. REAL-WORLD PROBLEMS AND DATA YOU ENTER OR THAT ARE CONTAINED IN YOUR CONVERSATIONS WITH CHATGPT MAY BE USED TO IMPROVE ITS CAPABILITIES. CONSEQUENTLY, YOU SHOULD NOT SHARE ANY CONFIDENTIAL OR SENSITIVE INFORMATION WITH CHATGPT WHEN USING IVLEY’S CONSULTING SERVICES.
IVLEY’s services are consultative in nature and currently rely on the availability of ChatGPT. However, future improvements in generative AI may evolve into products other than ChatGPT. Accordingly, in our sole discretion, we may choose to provide future consultation services pertaining to such newly improved products either in addition to or in lieu of ChatGPT or not at all. We expressly disclaim any liability to you in such instances, as well as if OpenAI discontinues offering ChatGPT.
You acknowledge that IVLEY provides consulting services as an independent contractor and no employer-employee relationship exists between you and IVLEY. You are solely responsible for any taxes, insurance or other obligations related to your business activities following any advice given through consulting services.
The video content featured on IVLEY’s platforms, including but not limited to homepage features, training materials or any behind-the-scenes footage, is for demonstrative and illustrative purposes only. Some of the individuals portrayed in these videos represent persons with autism, Down Syndrome or other developmental conditions. Such individuals shown do not represent users of the IVLEY platform nor do these videos imply or suggest usage guidelines for individuals of any particular age. The contract and terms of service between IVLEY and its users govern all rights and obligations regarding the use of IVLEY or any associated services. Any interpretation or assumption made based on the visual content of these videos does not alter, modify or supersede the contractual terms. The videos do not dictate usage conditions, nor do they imply that individuals of any age below twenty-one can or should use IVLEY. The contract remains the controlling document and any visual representations are just that - representations. The individuals in these videos were not users of IVLEY at the time of filming and the videos should not be relied upon for making legal, medical, health, caretaking or practical decisions regarding the use of IVLEY or any other services provided by us.
We reserve the right to suspend or terminate services or access to our Websites and services at any time and for any reason, including but not limited to, violations of these terms or any applicable law, if we believe you are using our services in a manner that may expose us to legal liability, or if OpenAI limits or discontinues our or your access to ChatGPT for any reason. Upon termination of our services or your access to our Websites or ChatGPT, you must immediately cease all use of our intellectual property and any content from our Websites or services. Termination does not relieve you of any payment obligations or liabilities incurred prior to termination.
ANY PREDICTIONS, ESTIMATES OR FORWARD-LOOKING STATEMENTS PROVIDED BY IVLEY OR ITS BOTS IN WRITTEN OR SPOKEN CONTENT OR ITS VIDEOS ARE SPECULATIVE IN NATURE AND BASED ON INFORMATION AVAILABLE AT THE TIME. THESE STATEMENTS MAY INCLUDE FUTURE TRENDS, PREDICTIONS OR PROJECTIONS RELATED TO THE MARKET, TECHNOLOGY, INDUSTRY DEVELOPMENTS, ENVIRONMENTAL MATTERS, SPORTING EVENT OUTCOMES, POLITICAL ELECTION RESULTS, OR LOTTERY OR OTHER WAGERING GAME RESULTS. WE DISCLAIM ANY OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS IN THE LIGHT OF NEW INFORMATION OR FUTURE EVENTS. YOU ACKNOWLEDGE THAT ANY RELIANCE ON FORWARD-LOOKING STATEMENTS IS DONE AT YOUR OWN RISK AND WE ARE NOT RESPONSIBLE FOR ANY LOSSES RESULTING FROM DECISIONS BASED ON SUCH STATEMENTS.
We will retain data, including communications and deliverables, only for the duration necessary to fulfill the intended purposes. After that, we reserve the right to delete or anonymize data without further notice. You are solely responsible for retaining copies of any materials or communications provided during our consulting services. We will not be liable for any loss of data due to our data retention or deletion policies.
IVLEY is not responsible for delays, failures or suboptimal results caused by your failure to provide necessary information.
In providing IVLEY’s consulting services, we may recommend third-party goods, services, tools or platforms. These recommendations are provided for informational purposes only and we disclaim any responsibility for the functionality, security, reliability or any loss or damage of any sort incurred as a result of your use of any third party or its website, software, tools or platforms, including without limitation, any representations, warranties, covenants, contracts or other terms or conditions that may exist between you and such third party or any goods or services you may purchase or obtain from such third party. We are not responsible and have no liability whatsoever for goods and services you obtain through such third parties. We encourage you to make whatever investigation you believe necessary or appropriate before proceeding with any online transaction with any of these third parties. We are not responsible for assisting you in correcting any problem you may experience with goods and services through such third parties, even if the goods or services were shown on our Websites. You agree that your use of third-party services is at your own risk and we are not liable for any issues or damages that arise from your use of such external tools.
We may advise or provide services to multiple customers, including potential competitors of yours. Nothing in these Terms of Use restricts us from working with other businesses in your industry, and you acknowledge that we do not owe any duty of exclusivity to you.
While you are receiving consulting services from IVLEY and for a period of 24 months after termination thereof, you agree not to directly compete with IVLEY in providing similar consulting services, unless otherwise agreed in writing.
When applicable, the other sections of these Terms of Service apply to IVLEY’s consulting services.
3. INTELLECTUAL PROPERTY
Unless otherwise explicitly specified, the Websites (including past, present and future versions) and included content (and any derivative works or enhancements of the same), including, but not limited to, all layout, messages, text, illustrations, instructions, files, images, designs, software, scripts, graphics, photos, sounds, music, videos, information, audiovisual combinations, advertising copy, eBooks, materials, products, services, URLs, technology, documentation, interactive features, the “look and feel” of the Websites, the compilation, assembly and arrangement of the materials of the Websites and any and all copyrightable material (including source and object code) (collectively, “Website Content”) and all intellectual property rights to the same are owned or controlled by us, our licensors or both. Additionally, all trademarks, service marks, trade names, trade identities and trade dress that may appear on the Websites are owned by us, our licensors, or both. Except for the limited use rights granted to you in these Terms of Use, you shall not acquire any right, title or interest in the Websites or any Website Content. Any rights not expressly granted in these Terms of Use are expressly reserved. Any unauthorized use, reproduction, distribution or modification of our intellectual property is strictly prohibited. You agree not to reverse-engineer, decompile or otherwise misuse any proprietary content or technology owned by us.
Should intellectual property be created during IVLEY’s consulting services, you will own the deliverables and we will retain the rights to the methodologies or tools used.
4. WEBSITE ACCESS AND USE
(A) Access to the Websites, including, without limitation, the Website Content, is provided for your entertainment and personal, non-commercial use only unless otherwise expressly authorized by us or, for use of ChatGPT with regard to IVLEY’s consultation services, provided for under OpenAI’s terms and policies referred to in Section 2 above. When using the Websites, you agree to comply with all applicable federal, state and local laws, rules and regulations including, without limitation, copyright law. Except as expressly permitted in these Terms of Use or applicable Additional Terms (defined in Section 21), you may not use, reproduce, distribute, create derivative works based upon, publicly display, publicly perform, publish, transmit, or otherwise exploit Website Content for any purpose whatsoever without obtaining prior written consent from us or, in the case of third-party content, its respective owner. In certain instances, we may permit you to download or print Website Content or both. In such a case, subject to your strict compliance with these Terms of Use, you may download (temporary storage only), display, view, use, play and/or or print (as applicable) one (1) copy of the Website Content (excluding source and object code in raw form or otherwise, other than as made available to access and use via a standard web browser to enable display on your Computer) on any single Computer for your limited, personal, non-exclusive, non-commercial, revocable, non-assignable and non-transferable use only. In some instances, we may permit you to have greater access to and use of Website Content, subject to Additional Terms applicable thereto. You acknowledge that you do not acquire any ownership rights by downloading, printing or otherwise using or accessing the Website Content.
(B) Furthermore, except as expressly permitted in these Terms of Use or applicable Additional Terms, you may not:
(i) remove, alter, cover or distort any copyright, trademark or other proprietary rights notices on the Websites or Website Content or on any copy you make of the Website Content;
(ii) circumvent, disable or otherwise interfere with security-related features of the Websites, including, without limitation, any features that prevent or restrict use or copying of any content or enforce limitations on the use of the Websites or Website Content;
(iii) use any services or facilities provided in connection with the Websites to compromise the Websites’ security, tamper with the Websites’ system resources and/or accounts or use and/or distribute tools designed for compromising the Websites’ security (e.g., password-guessing programs, cracking tools or network probing tools);
(iv) copy, reproduce, sell, resell, distribute, transmit, publish, broadcast, display, license, enter into a database or otherwise exploit any resource, or access to any resource, contained on these Websites for commercial purposes unless otherwise expressly authorized by us;
(v) engage (or attempt to do so) in unreasonable or abusive usage that may interfere with or disrupt the platform or access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Websites, or by scripting the creation of User Content in such a manner as to interfere with or create an undue burden on the Websites, and we reserve the right to limit, suspend or terminate accounts that engage or attempt to engage in excessive or abusive behaviors and take legal action. In this regard, you are prohibited from using an automatic device (such as a “robot,” “spider” or “offline reader”) or manual process that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser to copy or “scrape” the Websites or Website Content for any purpose without our express written permission, frame the Websites or Website Content except to the extent we have given you explicit permission to do so, use any of our trademarks as meta tags, forge any TCP/IP packet header or any part of the header information in any email or posting or in any way use the Websites to send altered, deceptive or false source-identifying information. Notwithstanding the foregoing, we grant public search engine operators permission to use automatic devices (such as robots or spiders) to copy Website Content from the Websites for the sole purpose of creating (and only to the extent necessary to create) a searchable index of Website Content that is available to the public, but not caches or archives of such materials. We reserve the right to revoke this permission (generally or specifically) at any time. You agree not to collect or harvest any personally identifiable information from the Websites, including, without limitation, account names, user names, passwords and email addresses, nor to use the communication systems provided by the Websites (e.g., comments, email) for any commercial solicitation purposes;
(vi) solicit other users to join or become members of any commercial online service or other organization without our prior written approval;
(vii) attempt to or interfere with the proper working of the Websites or impair, overburden or disable the same;
(viii) decompile, reverse engineer, disassemble, modify, attempt to discover any Website source or object code or any software or other products, services or processes accessible through any portion of the Websites, or otherwise reduce the code used in any software in the Websites into a readable form in order to examine the construction of such software and/or to copy or create other products based (in whole or in part) on such software;
(ix) use network-monitoring software to determine the architecture of or extract usage data from the Websites;
(x) encourage conduct that violates any local, state or federal law, either civil or criminal, or impersonate another user, person or entity (e.g., using another person’s User Account (as defined in Section 6(B)) without permission);
(xi) use the Website Content in a manner that suggests an association with any of our networks, products, services, trademarks, logos or brands;
(xii) unless otherwise expressly authorized by us, use the Website Content for the sale or access thereto; the sale of advertising, sponsorships or promotions placed in the Website Content; or the sale of advertising, sponsorships or promotions on any page of an ad-enabled blog or website containing Website Content delivered via the Websites, unless other material not obtained from us appears on the same page and is of sufficient value to be the basis for such sales;
(xiii) violate U.S. export laws, including, without limitation, violations of the Export Administration Act and the Export Administration Regulations administered by the Department of Commerce; or
(xiv) engage in any conduct that restricts or inhibits any other user from using or enjoying the Websites or that violates these Terms of Use or applicable Additional Terms.
(C) You agree to cooperate fully with us to investigate any suspected or actual activity that is in breach of these Terms of Use or applicable Additional Terms.
(D) You also agree that you will be responsible for obtaining and maintaining all Computer hardware and other equipment needed for access to and use of the Websites and you will be responsible for all charges related thereto.
(E) We cannot guarantee continuous 24/7 access to our Websites and services. Downtime or delays due to maintenance, technical issues, Internet access service outages or Acts of God will not constitute a breach of these Terms of Use and you acknowledge we will not be liable for losses you incur for such outages and delays. You should not rely on uninterrupted access to our Websites and services for critical or time-sensitive tasks.
(F) All rights not expressly granted by us are reserved.
5. CONDITIONS FOR LINKING TO THE WEBSITES
We hereby grant you a non-exclusive, non-assignable, limited license, revocable at our discretion, for you to link to the Websites’ home pages from any site you own or control that is not commercially competitive with the Websites and does not criticize or otherwise injure us, so long as the site where the link resides, and all other locations to which such site links, comply with all applicable laws, rules and regulations and do not in any way abuse, defame, stalk, threaten or violate the rights of privacy, publicity, intellectual property or other legal rights of others or, in any way, post, publish, distribute, disseminate or facilitate any inappropriate, infringing, defamatory, profane, indecent, obscene or illegal/unlawful information, topic, name or other material or that violates the spirit of our mission. Such a link is not an endorsement or sponsorship of such other site(s) by us and must not state or imply such or in any way misrepresent your relationship with us. You are not permitted to link directly to any image or content hosted on the Websites or our services, such as using an "in-line" linking method to cause the image or content hosted by us to be displayed on another website. You may not use on your website any trademarks, service marks, logos, domain names, distinctive brand features or copyrighted materials appearing on the Websites, including but not limited to any logos or characters, without the express written consent of the owner of the mark or right. You may not frame or otherwise incorporate into another website any of the content or other materials on the Websites without our prior written consent. Any feedback, comments or suggestions you may provide regarding us, our Websites or services is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.
All of our rights and remedies are expressly reserved. Notwithstanding anything to the contrary contained in these Terms of Use or applicable Additional Terms, we reserve the right to prohibit linking to the Websites for any reason, in our sole and absolute discretion, even if the linking complies with the requirements described above; accordingly, we have the right to insist that any link to the Websites be discontinued and to revoke your right to link to the Websites from any other website at any time.
6. USER REGISTRATION
(A) In order to access or use some of the features of the Websites, you may have to become a registered user and create a User Account (see next paragraph). If you are under the age of twenty-one (21), then you are not permitted to register as a user or otherwise submit personal information to us nor use the Websites or our services. For more information about children, see Section E of our Privacy Policy.
(B) If you become a registered user, you will provide true, accurate, current and complete registration information about you as may be prompted by any registration forms and, if such information changes, you will promptly update the relevant registration information. During registration, you may be required to create a username and password (a "User Account"), which may permit you access to certain areas of the Websites not available to non-registered users. You are responsible for safeguarding and maintaining the confidentiality of your User Account and for restricting access to your Computer so that others may not access any password protected portion of the Websites using your username in whole or in part. If you register with us, you agree to accept sole responsibility for all activities that occur under your User Account, whether or not you have authorized the activity. You agree you will not sell, transfer, assign or sublicense your User Account or any User Account rights. You also agree to never use another's User Account without permission. You agree to notify us immediately at the address in Section 24 below of any breach of security or unauthorized use of your User Account or in data submitted for consulting services. We reserve the right to terminate your User Account or otherwise deny you access to the Websites in our sole discretion for any or no reason without notice and without liability. Although ULP will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of ULP or others due to such unauthorized use.
Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your User Account, and you further acknowledge and agree that all rights in and to your User Account are and shall forever be owned by and inure to the benefit of ULP.
By using our Websites and services, you consent to the collection, use and storage of your personal and usage data as described in our Privacy Policy. We make no guarantees about the security of your data beyond industry-standard practices and disclaim liability for any breaches or unauthorized access resulting from factors outside of our control, including but not limited to, hacking, phishing, malware or other cyberattacks. You acknowledge that the internet is inherently risky and you assume the risks associated with transmitting sensitive data over the web.
We reserve the right to anonymize and aggregate data collected through your use of our Websites and services for analytical and business development purposes. Such anonymized data will no longer be considered personal data under applicable law.
7. USER CONTENT
(A) We may now or in the future permit users to post, upload, display, publish, distribute, transmit through, broadcast or otherwise make available on the Websites (collectively, "Submit") messages, text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, information, e-Books, audiovisual combinations, interactive features and/or other materials that may be viewed on or accessed through the Websites ("User Content”). Except for any Website Content included in your User Content we have given you permission to use, and subject to the rights and license you grant herein, you retain all right, title and interest in your User Content. It is solely your responsibility to monitor and protect any intellectual property rights that you may have in your User Content, and we do not accept any responsibility for same, but you grant us the right to protect and enforce our and our licensees’ licensed rights to your User Content, including, without limitation, by bringing and controlling actions in your name and on your behalf (at our cost and expense, to which you hereby consent and irrevocably appoint us as your attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest). You agree that you either: (i) own the rights to the User Content you Submit and the right to grant all of the rights and licenses in these Terms of Use or applicable Additional Terms; or (ii) you have all necessary rights and licenses from the owner(s) of these rights to enter into these Terms of Use and grant us these licenses. Upon our request, you will furnish us with any documentation, substantiation or releases necessary to verify your compliance with these Terms of Use or applicable Additional Terms. You also acknowledge that the Internet may be subject to breaches of security and should be aware that submissions of User Content or other information may not be secure, and you should consider this before submitting any information to us. You understand that we do not guarantee any confidentiality with respect to any User Content you Submit. Subject to these Terms of Use and applicable Additional Terms, we grant you the limited, revocable, non-exclusive permission to use Website Content in your User Content as may from time to time be made available on the Websites specifically for that purpose, but only for such purposes as may be explicitly stated at the time such Website Content is so made available on the Websites; provided, however, we retain the ownership of such Website Content.
(B) You shall not Submit any User Content protected by copyright, trademark, patent, trade secret, moral right or other intellectual property, personal, contractual, proprietary or other third-party right without the express permission of the owner of the respective right. We are not responsible for verifying your legal right to use any third-party content, data or technologies and are not liable for any misuse, infringement or damages resulting from your user-generated content. You are solely liable for any damages resulting from your failure to obtain such permission or from any other harm resulting from User Content that you submit. Specifically, if User Content you Submit incorporates the name, logo, brand, trademark, voice, likeness or image of any person, firm or enterprise, you additionally represent, warrant and covenant to us that a) you have the right to grant us the right to use all the User Content you Submit, b) the User Content you Submit was produced in compliance with all applicable laws, rules and regulations and c) for any User Content you Submit that contains original videos, you will comply with any applicable identification verification and record-keeping requirements and will secure and maintain the requisite personal information and identification documentation for all individuals who appear in any such original videos as may be required by law and which will be provided promptly to us upon our request. Notwithstanding anything to the contrary, you also understand and agree that we shall not be obligated or responsible for providing any guild or residual payments in connection with User Content you Submit.
(C) You represent, warrant and covenant that you will not Submit any User Content that:
(i) violates or infringes in any way upon the rights of others, including, but not limited to, any copyright, trademark, license, patent, trade secret, moral right or other intellectual property, personal, contractual, proprietary or other third-party right of any person or entity;
(ii) impersonates another or is unlawful, threatening, abusive, libelous, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, hateful, pornographic, lewd, lascivious, filthy, graphically violent, harassing or otherwise objectionable;
(iii) encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law;
(iv) is an advertisement for goods or services or a solicitation of funds;
(v) includes personal information such as messages that identify phone numbers, social security numbers, account numbers, addresses or employer references unless specifically requested by us;
(vi) contains a formula, instruction or advice that could cause harm or injury;
(vii) is a chain letter of any kind;
(viii) the licensed use by us hereunder would result in us having any obligation or liability to any party;
(ix) depicts any third-party trademarks or products or services in any manner that violates their rights or could otherwise create liability;
(x) is spam or a scam;
(xi) introduces malware, viruses or other destructive technologies
(xii) engages in misleading, fraudulent or unethical activities that could damage our reputation
(xiii) exceeds any usage limitations or quotas set forth by us or
(xiv) violates these Terms of Use or applicable Additional Terms.
Moreover, any conduct by a user that in our sole discretion restricts or inhibits any other user from using or enjoying the Websites will not be permitted.
We may at any time, without prior notice and in our sole discretion, remove User Content; terminate a User Account; terminate our services; or moderate, remove or restrict access to any content provided on our platform if the user submits material in violation of these Terms of Use or may expose us to legal or reputational risks. We are not responsible for any loss or damage resulting from the removal of content, termination of services or access restrictions implemented for legal, contractual or ethical reasons.
(D) You shall be solely responsible for your own User Content and the consequences of submitting and publishing your User Content on the Websites. By Submitting User Content to us, simultaneously with such posting you automatically grant, or warrant that the owner has expressly granted, to us an unrestricted, unconditional, unlimited, worldwide, royalty-free, perpetual, irrevocable, non-exclusive, fully sublicensable (through multiple levels) and transferable right and license to use, copy, record, disclose, sell, re-sell, sublicense, lease, reproduce, distribute, create derivative works based upon (including, without limitation, translations), publicly display, publicly perform, transmit, publish, broadcast, reformat, translate, archive, store and otherwise exploit the User Content (in whole or in part) as we, in our sole discretion, deem appropriate, for any purpose whatsoever, including, without limitation, (1) in connection with our business; and (2) in connection with the businesses of our successors, shareholders/members, subsidiaries and their related companies/businesses. We may exercise this grant in any format, media or technology now known or later developed for the full term of any copyright that may exist in such User Content. Furthermore, you also grant other users permission to access your User Content and to use, record, sell, lease, reproduce, distribute, create derivative works based upon, publicly display, publicly perform, transmit, publish and otherwise exploit your User Content for personal, non-commercial or commercial use as permitted by the functionality of the Websites, these Terms of Use and applicable Additional Terms. Without limitation, the granted rights include the right to configure, host, index, cache, digitize, compress, optimize, modify, edit, adapt, and remove such content and combine same with other materials. Except as otherwise described in the Websites’ linked Privacy Policy or applicable Additional Terms, you agree that your User Content will be treated as non-confidential and non-proprietary. Furthermore, we are free to use any ideas, concepts, know-how or techniques contained in any User Content you Submit without any remuneration or obligation to you and for any purposes whatsoever, including, without limitation, developing, manufacturing and marketing products and/or services using such User Content or creating informational articles based on or advertising our products and services. You further authorize us to publish your User Content in a searchable format that may be accessed by users of the Websites and the Internet. We also reserve the right to access, read, preserve and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Use, including investigation of potential violations hereof, (iii) detect, prevent or otherwise address fraud, security or technical issues, (iv) respond to user support requests or (v) protect the rights, property or safety of ULP, its users and the public.
(E) We do not guarantee any confidentiality with respect to any User Content you submit.
(F) The amount of storage space on the Websites per user is limited. Some User Content you Submit may not be processed due to space constraints. You acknowledge and agree that we assume no responsibility for deletion or omission of User Content you Submit or any failure to store, receive or deliver User Content in a timely manner.
(G) By submitting User Content, you also grant us the right, but not the obligation, to use your biographical information, including, without limitation, your name and geographical location in connection with broadcast, print, online or other use or publication of your User Content. Notwithstanding the foregoing, you waive any and all claims you may now or later have in any jurisdiction to so-called "moral rights" or rights of "droit moral" with respect to the User Content.
(H) We reserve the right to display advertisements in connection with your User Content and to use your User Content for advertising and promotional purposes. You consent to the use of your likeness, and you have obtained the written consent, release and/or permission of every identifiable individual who appears in the User Content to use such individual’s likeness for purposes of using and otherwise exploiting the User Content in the manner contemplated by these Terms of Use, or, if any such identifiable individual is under the age of twenty-one (21), you have obtained such written consent, release and/or permission from such individual’s parent or guardian (and you agree to provide to us a copy of any such consents, releases and/or permissions upon our request). If you do submit a submission that contains the likeness of an identifiable individual under the age of twenty-one (21), we strongly encourage you not to include any identifying information (such as the individual’s name or address) with such User Content. You acknowledge and agree that your User Content may be included on the websites and advertising networks of our distribution partners and third-party service providers (including their downstream users). You are prohibited from removing any sponsorship banners or other material inserted by us into your User Content or anywhere on the Websites (e.g., on any web space made available for your use).
(I) We have the right, but not the obligation, to monitor User Content. Please exercise caution and common sense when viewing User Content. We have no obligation to post, maintain, accept, display, exploit or otherwise make use of User Content, we do not guarantee distribution of User Content and User Content will not be returned and you will not have the right, once posted, to access, archive, maintain or otherwise use such User Content on the Websites. We may discontinue operation of the Websites, or your use of the Websites, in either case in whole or in part, at our sole discretion. You have no right to maintain or access your User Content on the Websites and we have no obligation to return your User Content or otherwise make it available to you. We may, in our sole discretion, delete, move, re-format, edit, alter, distort, remove or refuse to exploit User Content without notice or liability; provided, however, that we reserve the right to treat User Content on the Websites, or on certain portions of the Websites, as content stored at the direction of users for which we may or may not exercise editorial control, such as to block or remove content that is obscene, lewd, lascivious, filthy, violent, harassing or otherwise objectionable or to enforce the rights of third parties.
(J) The rights granted by you hereunder may not be terminated, revoked or rescinded and are not subject to reversion; however, the rights granted by us may be terminated, revoked or rescinded and are subject to reversion. If you become aware that User Content you have submitted includes any material for which you lack the unrestricted right to grant us the rights set forth above without obligations or liability to any party, you agree to promptly provide us with detailed written notice thereof at the address in Section 24 below.
More specifically, we reserve the right to suspend or terminate services or access to our Websites at any time and for any reason, including but limited not to, violations of these terms or any applicable law, or if we believe you are using our services or Websites in a manner that may expose us to legal liability. Upon termination of our services or your access to our Websites, you must immediately cease all use of our intellectual property and any content from our Websites or services. Termination does not relieve you of any payment obligations or liabilities incurred prior to termination.
8. WEBSITE CONTENT & THIRD-PARTY LINKS
(A) WE PROVIDE THE WEBSITES, INCLUDING, WITHOUT LIMITATION, WEBSITE CONTENT, FOR ENTERTAINMENT PURPOSES, INCLUDING BUT NOT LIMITED TO, MUSICAL, COMEDIC, SATIRICAL AND THOUGHT-PROVOKING SUBJECTS. YOU MAY NOT RELY ON ANY INFORMATION OR OPINIONS EXPRESSED ON THE WEBSITES FOR MEDICAL, CARETAKING, HEALTH, DIETARY, EDUCATIONAL, FINANCIAL OR ANY OTHER PURPOSE. WE ARE NOT CERTIFIED PROFESSIONALS IN ANY REGULATED INDUSTRY AND WE STRONGLY RECOMMEND CONSULTING WITH LICENSED PROFESSIONALS BEFORE MAKING DECISIONS IN SUCH AREAS. IN ALL INSTANCES, IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, TRUTHFULNESS, TIMELINESS, COMPLETENESS, USEFULNESS AND RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT MADE IN THE WEBSITE CONTENT. UNDER NO CIRCUMSTANCES WILL WE BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON ANY WEBSITE CONTENT.
(B) In many instances, Website Content will include content posted by a third party or will represent the opinions and judgments of a third party. Such content does not reflect the views of ULP and we do not endorse, warrant and are not responsible for the accuracy, truthfulness, timeliness, completeness, usefulness or reliability of any opinion, advice or statement made on the Websites.
(C) If there is a dispute between persons accessing the Websites or between persons accessing the Websites and any third party, you understand and agree that we are under no obligation to become involved. If there is such a dispute, you hereby release ULP and our partners, officers, directors, shareholders/members, employees, agents, operators, licensors, licensees, distribution partners, successors, assignees, or other representatives and/or their related companies/businesses from claims, demands and damages of every kind or nature arising out of, relating to, or in any way connected with such dispute.
(D) The Websites may contain links to other websites maintained by third parties. We do not own, operate or control such third-party websites, do not assume any responsibility for the content, privacy policies or practices of such third-party websites, do not endorse the content found on such third-party websites and will not censor or edit the content of such third-party websites. Any of your interactions with such third parties are between you and such third parties and we are not responsible or liable to you for the functionality, security or any loss or damage of any sort incurred as a result of your interactions with any third party or its website, software, tools or platforms, including without limitation, any representations, warranties, covenants, contracts or other terms or conditions that may exist between you and such third party or any goods or services you may purchase or obtain from such third party. We are not responsible and have no liability whatsoever for goods and services you obtain through such third parties. We encourage you to make whatever investigation you believe necessary or appropriate before proceeding with any online transaction with any of these third parties. We are not responsible for assisting you in correcting any problem you may experience with goods and services through such third parties, even if the goods or services were shown on our Websites. We cannot ensure you will be satisfied with any goods or services purchased from such third parties. Customer service issues relating to goods and services purchased from third parties should be directed to the relevant third party. We do not guarantee that product or service descriptions will be accurate, complete, reliable, current or error-free.
By using the Websites, you assume sole responsibility for your use of third-party links and expressly relieve us from any and all liability arising from your use of such third-party websites.
(E) You further understand and acknowledge that you may be exposed to Website Content that is inaccurate, offensive, indecent or objectionable and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against us with respect thereto and, to the extent permitted by applicable law, agree to indemnify and hold harmless ULP and its affiliates, partners, officers, directors, shareholders/members, employees, agents, operators, licensors, licensees, distribution partners, successors, assignees or other representatives and/or their related companies/businesses to the fullest extent allowed by law regarding all matters related to your use of the Websites. You are responsible for verifying the accuracy and relevance of any Website Content prior to acting upon it.
9. MOBILE SERVICES
The Websites may include certain features and services that may be available via your mobile phone, including, without limitation: (a) the ability to upload to the Websites via your mobile phone (i.e., mobile uploads), (b) the ability to receive and reply to messages and to send content and messages using text messaging (i.e., mobile texts), and (c) the ability to access the Websites from your mobile phone (i.e., mobile web) (collectively, the "Mobile Services"). We typically do not charge for Mobile Services. Your carrier’s normal messaging, data and other rates and fees will, however, still apply. Your carrier may prohibit or restrict certain Mobile Services and certain Mobile Services may be incompatible with your carrier or mobile device. You should check with your carrier to find out what plans are available and how much they cost. By using the Mobile Services, you agree that we may communicate with you regarding the Websites and our partners by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services will be communicated to us.
You agree that in connection with the Mobile Services for which you are registered, we may send communications to your mobile device regarding us or other parties. Further, we may collect information related to your use of the Mobile Services. If you have registered for Mobile Services, you agree to notify us of any changes to your mobile number and update your User Account(s) on the Websites to reflect this change.
10. PAYMENTS
We allow you to access certain features or content in exchange for a one-time or recurring fee when applicable to the relevant features or content (each a “Paid Use” and collectively the "Paid Services"). Your transactions and any other use of the Paid Services are subject to the following ULP Paid Services Terms of Use ("Paid Services Terms"):
(i) By using a Paid Use, you signify your agreement to these Paid Services Terms and all other terms and conditions that generally apply to the Websites.
Each time you place an order for a Paid Use, you enter into a separate contract for services on the Paid Services Terms. When you complete a purchase, you signify that you wish to enter into a binding contract for the provision of the applicable Paid Services.
(ii) Payment: ULP accepts payment via the current payment method indicated prior to purchase, which may include any form of payment that we make available to you from time to time. You must have a valid accepted form of payment on file to purchase Paid Services. You agree to abide by any relevant Terms of Use or other legal agreement with the third party we designate, that governs your use of a given payment processing method. Prices for any Paid Use may change at any time and ULP does not provide price protection or refunds in the event of a price reduction or promotional offering. You agree to pay for any Paid Use that you order. Your credit card or other form of payment will be charged for the price listed on the relevant Paid Use offer, along with any additional amounts relating to applicable taxes and bank fees. You represent and warrant that you have the legal right to use any credit card(s) or other payment means used to initiate any transaction. You also authorize us to collect and store that funding instrument, along with other related transaction information. If you purchase any automatically renewing subscriptions, you agree that you will be charged using the payment method on file on the first day of each billing period for the relevant subscription, and if the payment method on file becomes invalid due to an expired credit card or other similar reason and we are unable to charge you on the next billing period, ULP reserves the right to immediately revoke your access to any Paid Use you have ordered until you update your payment method. If you fail to update your payment method within a reasonable amount of time, ULP may cancel your subscription.
(iii) Taxes: If we or our payment processor is required to collect or pay any taxes in connection with your purchase of a Paid Use, such taxes will be charged to you at the time of each purchase transaction. Additionally, if required by law, you are responsible for reporting and paying certain taxes in connection with your purchase and use of a Paid Use.
(iv) Refunds: Given the value provided immediately upon purchase or renewal, we do not provide refunds.
(v) Subscription Cancellations: If you purchase a subscription to a Paid Use that automatically renews, you must cancel the subscription in writing any time before the end of the current billing period and the cancellation will take effect on the next billing period. You will retain access to the Paid Use from the time you cancel until the start of the next billing period and will not receive a refund or credit for any remaining days in your current billing period.
(vi) Free Trials: ULP may offer free trials to new Paid Use subscribers. If you purchase a subscription to a Paid Use that includes a free trial, you will receive free access to such Paid Use for the duration of the free trial period. At the end of the applicable free trial period, you will be charged the price of the subscription and will continue to be charged until you cancel your subscription. To avoid any charges, you must cancel before the end of the free trial period.
(vii) Pre-Orders: ULP may offer the ability to pre-order certain items of content available within the Paid Services. When you place a pre-order for an item of content, unless otherwise noted at the time of purchase, your transaction will be completed and your credit card will be charged on the date when the relevant item of content is made available to you. You can cancel your pre-order at any time up to the point at which the relevant item of content becomes available. In some cases, ULP may need to cancel a pre-order you have placed.
(viii) Device and Usage Requirements: Certain types of Paid Services may require you to use a device that meets the system and compatibility requirements for such Paid Use, which may change from time to time.
(ix) Geographic Restrictions: The Paid Services, and certain content available within the Paid Services, are available only to residents of the United States. You agree that you will not present any false, inaccurate or misleading information in an effort to misrepresent yourself as a resident of the United States and you will not attempt to circumvent any restrictions on access to or availability of the Paid Services or content available within the Paid Services.
(x) Your use of the Paid Services must be only for personal, non-commercial use unless otherwise expressly authorized by ULP or, for use of ChatGPT with regard to IVLEY’s consultation services, provided for under OpenAI’s terms and policies referred to in Section 2 above. You agree not to use any Paid Use, in whole or in part in connection with any public presentation even if no fee is charged (except where such use would not constitute a copyright infringement). You are receiving a non-exclusive license to access the Paid Use and all rights, title and interest in the Paid Services (including any content offered through the Paid Services) not expressly granted to you in these Paid Services Terms are reserved by ULP and its licensors. If ULP reasonably determines that you violated any of the terms and conditions of the Paid Services Terms, your rights under this Section 10 will immediately terminate and ULP may terminate your access to the Paid Use and/or your ULP account without notice and without refund to you.
(xi) When you use the Paid Services, you may not (or attempt to):
use the Paid Use in an illegal manner or for an illegal purpose;
share your ULP account password with someone else to allow them to access any Paid Use that such person did not order;
copy, sell, rent or sublicense the Paid Services to any third party;
circumvent, reverse-engineer, modify, disable or otherwise tamper with any security technology that ULP uses to protect the Paid Use or encourage or help anyone else to do so;
access the Paid Use other than by means authorized by ULP; or
remove any proprietary notices or labels on Paid Services.
(xii) Changes or Discontinuation of Paid Services: ULP reserves the right to change the availability of Paid Services. In addition, we reserve the right to modify, suspend or discontinue any Paid Use, with or without notice to you, and we will not be liable to you or any third party for any such modifications, suspension or termination. We reserve the right to change renewal fees with seven (7) days notice to you.
(xiii) Communications: By using the Paid Services, you consent to receiving communications from us including marketing communications such as newsletters about ULP features and content, special offers, promotional announcements and customer surveys, to your registered email address or via other methods.
(xiv) You agree that you are solely responsible for (and that ULP has no responsibility to you for) your use of any Paid Use, for any breach of your obligations under the Paid Services Terms and for the consequences (including loss or damage of any kind which ULP may suffer) of any such breach.
(xv) You acknowledge and agree that you are responsible for paying all fees in a timely manner and for providing us with a valid credit card or other form of payment acceptable to ULP. IN ADDITION, YOU ACKNOWLEDGE THAT YOUR ONLINE ACCEPTANCES CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND ULP AND SIGNIFY YOUR INTENT TO BE BOUND TO SUCH ONLINE ACCEPTANCES.
(xvi) WE ARE NOT RESPONSIBLE FOR ANY FAILURE ON THE PART OF A PAYMENT PROCESSOR, INCLUDING PAYPAL OR THE CREDIT CARD COMPANY OR BANK THAT YOU USE TO FUND PAYPAL, TO DIRECT PAYMENTS TO THE CORRECT DESTINATION OR ANY ACTIONS ON THEIR PART IN PLACING A HOLD ON YOUR FUNDS.
(xvii) With respect to the Paid Services, ULP may award, in its discretion, virtual currency including, but not limited to, virtual coins, cash, tokens, credits or points, all for use in the Websites, such as trivia games or prize giveaways (“Virtual Credits”). ULP prohibits and does not recognize any purported transfers of Virtual Credits or other virtual property effectuated outside of the Paid Services, or the purported sale, lease, gift or trade in the “real world” of anything that appears or originates in the Paid Services. Consequently, you may not trade, sell or attempt to sell any Virtual Credits for “real” money, or exchange such Virtual Credits for value of any kind outside of the Paid Services. Any such transfer or attempted transfer is prohibited and void and will subject your User Account to termination. Virtual Credits are not legal tender, do not have any equivalent to any U.S. dollar amount and may not be converted into U.S. dollars. Virtual Credits may expire in the event that a user does not access or use its User Account for ninety (90) days. Virtual Credits may be revoked, rescinded or otherwise canceled at any time, with or without notice, including in the event you violate these Terms of Use.
(xviii) SUBJECT TO APPLICABLE LAWS, IN NO EVENT WILL ULP’S AGGREGATE LIABILITY FOR ANY AND ALL CAUSES OF ACTION BROUGHT BY YOU OR YOUR AGENTS ARISING FROM OR RELATED TO THE PAID SERVICES EXCEED THE GREATER OF THE TOTAL PAYMENTS ACTUALLY RECEIVED FROM YOU AND RETAINED BY ULP DURING THE PRECEDING TWELVE (12) MONTH PERIOD FOR THE PAID SERVICES OR $100. IF NO AMOUNTS WERE PAID IN THE PRECEDING TWELVE (12) MONTH PERIOD, LIABILITY IS EXPRESSLY LIMITED TO ZERO DOLLARS.
(xvix) IF YOU ARE UNDER THE AGE OF TWENTY-ONE (21), YOU MAY NOT USE ANY PAID USE, MAKE PAYMENTS TO ULP FOR PAID SERVICES OR OTHERWISE USE OUR WEBSITES, WEBSITE CONTENT AND SERVICES.
11. CONTESTS, SWEEPSTAKES, SURVEYS, GIVEAWAYS AND SIMILAR PROMOTIONS
From time to time, we may conduct promotions on our Websites, such as but not limited to, contests, sweepstakes, surveys and giveaways (“Promotions”). Promotions may have additional terms, such as the rules governing participation, that will be linked in the Websites and will be deemed to be incorporated into and form a part of these Terms of Use. By participating in any such Promotions, you will become subject to those rules. We urge you to read the applicable rules and to review our Privacy Policy that, in addition to these Terms of Use, governs any information you submit in connection with such Promotions. Awards under such Promotions will be made only until their supply, which may be extremely limited, is exhausted.
12. INDEMNIFICATION
To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless ULP and our partners, officers, directors, shareholders/members, employees, agents, operators, licensors, licensees, distribution partners, successors, assignees or other representatives and/or their related companies/businesses from and against any and all third-party claims, liabilities, losses, damages, obligations, costs and expenses (including reasonable attorneys’ fees and costs and dispute resolution expenses), and regulatory or legal actions, arising out of, related to or that may arise in connection with: (i) your access to or use of the Websites; (ii) your use of our services; (iii) User Content provided by you or through use of your User Account; (iv) any actual or alleged violation or breach by you of these Terms of Use or applicable Additional Terms; (v) any actual or alleged breach of any representation, warranty or covenant that you have made to us; (vi) your violation of any third-party right, including without limitation any copyright, intellectual property right or privacy right; (vii) any claim that Website Content you submitted caused damage to a third party; (viii) your acts or omissions; or (ix) your involvement with our services, including distribution of deliverables from our services. You agree to cooperate fully with us in the defense of any claim that is the subject of your obligations hereunder. This defense and indemnification obligation will survive these Terms of Use and your use of the Websites. If you are using the Websites on behalf of a business, that business accepts these terms.
13. DISCLAIMERS
THE WEBSITES, WEBSITE CONTENT, SOCIAL MEDIA POSTS AND ANY OTHER FORMS OF COMMUNICATION ARE INTENDED FOR INFORMATIONAL, ILLUSTRATIVE AND ENTERTAINMENT PURPOSES, INCLUDING BUT NOT LIMITED TO, MUSICAL, COMEDIC, SATIRICAL AND THOUGHT-PROVOKING SUBJECTS, ONLY AND SHOULD NOT BE RELIED UPON BY USERS, SUCH AS FOR MEDICAL, CARETAKING, HEALTH, DIETARY, EDUCATIONAL, FINANCIAL OR ANY OTHER PURPOSES. WE ARE NOT CERTIFIED PROFESSIONALS AND SUCH INFORMATION DOES NOT CONSTITUTE PROFESSIONAL ADVICE OR LEGAL INSTRUCTION, NOR SHOULD BE INTERPRETED AS SUCH. WE STRONGLY RECOMMEND CONSULTING WITH LICENSED PROFESSIONALS BEFORE MAKING DECISIONS IN THESE AREAS. ANY SUGGESTIONS, PORTRAYALS, DEMONSTRATIONS OR EXAMPLES PROVIDED ARE NOT BINDING AND SHOULD NOT BE RELIED UPON FOR DECISION-MAKING PURPOSES. FURTHERMORE, ANY INDIVIDUALS, SCENARIOS OR DEMONSTRATIONS INCLUDING OUR VIDEOS OR OTHER MEDIA ARE FOR DEMONSTRATION ONLY AND MAY NOT REPRESENT ACTUAL USERS OF OUR PRODUCTS OR SERVICES AT THE TIME OF FILMING. EVEN IF INDIVIDUALS ARE SHOWN INTERACTING WITH OUR PRODUCTS, SERVICES OR US, THESE PORTRAYALS DO NOT REFLECT ACTUAL USAGE UNDER THESE TERMS OF USE. WE ASSUME NO RESPONSIBILITY FOR ANY ASSUMPTIONS, INTERPRETATIONS OR DECISIONS YOU MAKE BASED ON OUR WEBSITES, WEBSITE CONTENT, SOCIAL MEDIA POSTS AND ANY OTHER FORM OF COMMUNICATION AND WE DISCLAIM ALL LIABILITY FOR ANY CONSEQUENCES ARISING FROM SUCH RELIANCE. YOU EXPRESSLY AGREE THAT USE OF THE WEBSITES, WEBSITE CONTENT, SOCIAL MEDIA POSTS AND ANY OTHER FORMS OF COMMUNICATION IS AT YOUR SOLE RISK. THE WEBSITES AND WEBSITE CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND OUR PARTNERS, OFFICERS, DIRECTORS, SHAREHOLDERS/MEMBERS, EMPLOYEES, AGENTS, OPERATORS, LICENSORS, LICENSEES, DISTRIBUTION PARTNERS, SUCCESSORS, ASSIGNEES OR OTHER REPRESENTATIVES AND/OR THEIR RELATED COMPANIES/BUSINESSES DISCLAIM ANY AND ALL WARRANTIES INCLUDING ANY: (1) WARRANTIES THAT THE WEBSITES WILL MEET YOUR REQUIREMENTS; (2) WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, TRUTHFULNESS, COMPLETENESS, SECURITY, USEFULNESS, TIMELINESS OR INFORMATIONAL CONTENT OF OR RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT MADE IN THE WEBSITES OR WEBSITE CONTENT; (3) WARRANTIES OF TITLE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, CUSTOM, TRADE, QUIET ENJOYMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (4) WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON OUR WEBSITES OR ACCESSED THROUGH THE WEBSITES; (5) WARRANTIES CONCERNING THE ACCURACY OR RELIABILITY OF THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITES; (6) WARRANTIES THAT YOUR USE OF THE WEBSITES WILL BE SECURE OR UNINTERRUPTED, TIMELY OR ERROR-FREE; AND (7) WARRANTIES THAT THE WEBSITES (OR THE SERVER THAT MAKES THEM AVAILABLE) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE EXTENT PERMITTED BY LAW, WE DISCLAIM ANY AND ALL LIABILITY OF ANY KIND FOR ANY UNAUTHORIZED ACCESS TO OR USE OF ANY OF YOUR PERSONALLY IDENTIFIABLE INFORMATION (BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, THIS DISCLAIMER MAY NOT APPLY TO YOU).
WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITES, INCLUDING ANY HYPERLINKED SERVICES OR PRODUCTS OR THOSE FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
14. LIMITATION OF LIABILITY
(A) UNDER NO CIRCUMSTANCES SHALL ULP OR OUR PARTNERS, OFFICERS, DIRECTORS, SHAREHOLDERS/MEMBERS, EMPLOYEES, AGENTS, OPERATORS, LICENSORS, LICENSEES, DISTRIBUTION PARTNERS, SUCCESSORS, ASSIGNEES OR OTHER REPRESENTATIVES AND/OR THEIR RELATED COMPANIES/BUSINESSES BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, ECONOMIC (E.G., LOST PROFITS, REVENUES OR BUSINESS OPPORTUNITIES; GOODWILL OR OTHER INTANGIBLE LOSSES), PUNITIVE, EXEMPLARY, OR DATA LOSSES AND PERSONAL INJURY OR PROPERTY DAMAGES OR LOSSES (EVEN IF FORESEEABLE OR IF ULP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES), UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER THEORY, ARISING OUT OF, RELATING TO OR IN ANY WAY CONNECTED WITH (A) ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, OUR SERVICES OR WEBSITES, (B) OUR WEBSITES, INCLUDING ANY CONTENT POSTED, E-MAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE THEREIN, (C) ERRORS OR OMISSIONS IN ANY CONTENT, (D) THESE TERMS OF USE OR APPLICABLE ADDITIONAL TERMS, (E) CONDUCT BY OR CONTENT OF ANY THIRD PARTY ON OUR WEBSITES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT, OR ALTERATION OF YOUR TRANSMISSIONS OR WEBSITE CONTENT, (F) UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (G) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITES OR SERVICES (H) ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITES OR SERVICES BY ANY THIRD PARTY, OR (I) DISCONTINUANCE OF YOUR OR OUR ACCESS TO CHATGPT FOR ANY REASON. YOUR SOLE REMEDY FOR DISSATISFACTION WITH OUR WEBSITES, INCLUDING, WITHOUT LIMITATION, THE WEBSITE CONTENT OR OUR SERVICES IS TO STOP USING OUR WEBSITES AND SERVICES. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE WEBSITES OR ANY LINKS ON THE WEBSITES, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE WEBSITES, ANY LINKS ON THE WEBSITES, OR THE SERVICES. SUCH LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY CONTENT POSTED BY A THIRD PARTY OR CONDUCT OF A THIRD PARTY ON THE WEBSITES. ANY FINANCIAL OUTCOMES ARE SOLELY YOUR RESPONSIBILITY AND WE MAKE NO GUARANTEES REGARDING YOUR BUSINESS SUCCESS, PROFITABILITY OR REVENUE GROWTH. NO THIRD-PARTY BENEFICIARIES HAVE ANY RIGHT OR CAUSE OF ACTION, CONTRACTUAL OR OTHERWISE, IN OR ON BEHALF OF ANY THIRD PARTY UNDER THESE TERMS OF USE.
(B) YOU AGREE TO WAIVE YOUR RIGHT TO SEEK INJUNCTIVE RELIEF AGAINST US. ALSO, YOU WAIVE ALL LEGAL RECOURSE, SUCH AS REQUIRING ADDITIONAL WORK, DUE TO CHANGES IN LAWS OR REGULATIONS OR OUR FAILURE TO COMPLY WITH ANY SUCH CHANGES.
(C) IF YOU ARE AN INDIVIDUAL CONSUMER, YOU AGREE TO WAIVE YOUR RIGHTS UNDER ANY CONSUMER PROTECTION LAWS.
(D) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF ULP AND OUR PARTNERS, OFFICERS, DIRECTORS, SHAREHOLDERS/MEMBERS, EMPLOYEES, AGENTS, OPERATORS, LICENSORS, LICENSEES, ASSIGNEES, DISTRIBUTION PARTNERS, SUCCESSORS, ASSIGNEES OR OTHER REPRESENTATIVES AND THEIR RELATED COMPANIES/BUSINESSES EXCEED THE GREATER OF THE TOTAL PAYMENTS RECEIVED FROM YOU BY ULP DURING THE PRECEDING TWELVE (12) MONTH PERIOD OR $100. IF NO AMOUNTS WERE PAID IN THE PRECEDING TWELVE (12) MONTH PERIOD, OUR LIABILITY IS EXPRESSLY LIMITED TO ZERO DOLLARS. FURTHERMORE, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF, RELATING TO OR IN ANY WAY CONNECTED WITH THE WEBSITES, THESE TERMS OF USE OR APPLICABLE ADDITIONAL TERMS MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.
(E) In some jurisdictions limitations of liability or of warranties are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to you. These limitations shall apply to the fullest extent permitted by law.
15. TERMINATION
(A) We reserve the right in our sole discretion and at any time to terminate or suspend your User Account and/or block your access to the Websites or our services for any reason, including, without limitation, if you have failed to comply with the letter and spirit of these Terms of Use or applicable Additional Terms. You agree that we shall not be liable to you or any third party for any termination or suspension of your User Account or for blocking your access to the Websites or our services.
(B) If you become a registered user, you may terminate your User Account at any time by contacting us the address in Section 24 below requesting such termination.
(C) Any suspension or termination shall not affect your obligations to us under these Terms of Use. The provisions of these Terms of Use shall survive the suspension or termination of your User Account or these Terms of Use, including, but not limited to, the rights and licenses that you have granted hereunder, indemnities, releases, disclaimers, limitations on liability, provisions related to choice of law, dispute resolution, no class action, no trial by jury and all of the miscellaneous provisions in Section 23. Upon such suspension or termination of your User Account or these Terms of Use, you will immediately discontinue use of the Websites and Website Content and destroy any copies of Website Content in your possession, including deleting any downloaded Website Content from your Computer.
16. COPYRIGHT POLICY
(A) We respect the intellectual property rights of others and expect our users to do the same. In appropriate circumstances and at our sole discretion, we may terminate and/or disable the User Account of users who we suspect to be infringers of the copyrights (or other intellectual property rights) of others. Additionally, in appropriate circumstances and in our sole discretion, we may remove or disable access to material on any of our websites or hosted on our systems that may be infringing or the subject of infringing activity.
(B) In accordance with the Digital Millennium Copyright Act of 1998, Title 17 of the United States Code Section 512 ("DMCA"), we will respond to claims of copyright infringement that are reported to the agent that we have designated to receive notifications of claims infringement (its “Designated Agent"). Our Designated Agent may be reached at the address in Section 24 below
(C) If you are a copyright owner (or authorized to act on behalf of the copyright owner) and believe that your work’s copyright has been infringed, please report your notice of infringement to us by providing our Designated Agent with a written notification of claimed infringement that includes substantially the following:
(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.
(iv) Information reasonably sufficient to permit us to contact you, such as an address, telephone number and, if available, an electronic mail address at which you may be contacted.
(v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law.
(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
We will investigate notices of copyright infringement and take appropriate actions under the DMCA. Inquiries that do not follow this procedure may not receive a response. If a party disputes a copyright infringement claim, our Designated Agent should be contacted at the address in Section 24 below.
17. NO FIDUCIARY DUTY
Nothing in these terms, or in the services we provide, establishes any fiduciary duty or other similar relationship between you and us. We do not owe any heightened duties of care, loyalty or other fiduciary responsibilities that might otherwise arise from a professional-client relationship. You alone are responsible for your own decisions based on the information or suggestions provided and you acknowledge that we are not acting in your best interest as a fiduciary.
18. CHOICE OF LAW, JURISDICTION AND VENUE
These Terms of Use shall be construed in accordance with the laws of the State of Delaware. Any legal proceedings against us that may arise out of, relate to or be in any way connected with our Websites, our services, these Terms of Use or applicable Additional Terms, and which are not subject to the arbitration provisions of Section 19 below, shall be brought exclusively in the state and federal courts of Delaware and you waive any jurisdictional, venue or inconvenient forum objections to such courts.
19. DISPUTE RESOLUTION; BINDING ARBITRATION
In this Dispute Resolution/Binding Arbitration Section only, "we" and "us" are used to refer to you and ULP together.
(A) We each agree to first contact each other with any Disputes (defined below) and provide a written description of the problem and the proposed resolution. You agree to contact ULP with Disputes by contacting us at the address provided in Section 24 below. ULP will contact you based on the contact information you have provided us.
(B) We each agree to finally settle all Disputes (as defined and subject to any specific exceptions below) only by arbitration. This agreement to arbitrate shall apply, without limitation, to all disputes, claims and requests for relief that arose or were asserted before the effective date of these Terms of Use or any prior version thereof. In arbitration, there is no judge or jury and review is limited. However, just as a court would, the arbitrator must honor the terms and limitations in the Terms of Use and can award the prevailing party(ies) damages and relief. The arbitrator’s decision and award are final and binding, with some exceptions under the Federal Arbitration Act ("FAA"), and judgment on the award may be entered in any court with jurisdiction. We each also agree as follows:
(i) "Disputes" are any claims or controversies against each other related in any way to the Websites, Website Content, services or these Terms of Use, including claims you bring against our partners, officers, directors, shareholders/members, employees, agents, operators, licensors, licensees, distribution partners, successors, assignees or other representatives and/or their related companies/businesses, and claims we may bring against you; provided, however, that any issues relating to our intellectual property rights, including any such rights we claim that may be in dispute, shall only be subject to arbitration if our Legal Counsel agrees in writing to have such subject to arbitration.
(ii) If either of us wants to arbitrate a Dispute, we agree to send written notice to the other providing a description of the Dispute and the proposed resolution. We will send notice to you based on the postal contact information you have provided us and notice to us must be sent to the address in Section 24 below. We agree to make attempts to resolve the Dispute. If the parties cannot resolve the Dispute within forty-five (45) days of receipt of the notice to arbitrate, then either of us may submit the Dispute to formal arbitration.
(iii) The FAA applies to this Agreement and arbitration provision. We each agree the FAA’s provisions, not state law, govern all questions of whether a Dispute is subject to arbitration.
(iv) The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules as supplemented by AAA's Supplementary Procedures for Consumer-Related Disputes. In the event AAA is unwilling or unable to set a hearing date within forty-five (45) days of the filing of a "demand for arbitration," then either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. ("JAMS") or any other mutually agreeable arbitration administration service. You can obtain procedures, rules and fee information from AAA at 1-800-778-7879 or www.adr.org and from JAMS at (949) 224-1810 or http://www.jamsadr.com . If applicable law requires us to pay a greater portion of the arbitration fees than provided under the applicable arbitration service’s rules in order for the arbitration provision to be enforceable, we shall have the discretion to elect to pay such fees and proceed to arbitration. Discovery shall be permitted pursuant to the applicable arbitration rules. The arbitrator’s award will consist of a written statement stating the disposition of each claim and will provide a statement of the essential findings and conclusions on which the award is based. The award shall be enforceable by any court with jurisdiction over the parties.
(v) The arbitration will be conducted by a single neutral arbitrator who is a lawyer or a retired judge. The federal or state law that applies to these Terms of Use will also apply during the arbitration.
(vi) We each agree not to pursue arbitration on a classwide basis. We each agree that any arbitration will be solely between you and us (not brought on behalf of or together with another individual’s claim). The provisions of this Section will not apply to any legal action taken by us to seek an injunction or other equitable relief in connection with any loss, cost or damage (or any potential loss, cost or damage) relating to the Websites, any Website Content, our services, your User Content and/or our intellectual property rights.
(vii) To increase the efficiency of administration and resolution of arbitrations, you and ULP agree that in the event that there are one hundred (100) or more individual Demands of a substantially similar nature filed against ULP by or with the assistance of the same law firm, group of law firms, or organizations, within a sixty (60) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award ("Batch Arbitration").
All parties agree that Demands are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Procedural Arbitrator”). In an effort to expedite resolution of any such dispute by the Procedural Arbitrator, the parties agree the Procedural Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Procedural Arbitrator’s fees shall be paid by ULP if the party seeking the appointment of the Procedural Arbitrator is ULP. The Procedural Arbitrator’s fees shall be shared equally by you and ULP if you are the party seeking the appointment of the Procedural Arbitrator.
You and ULP agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration. which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings. This Batch Arbitration process shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.
(viii) YOU AGREE NOT TO PARTICIPATE IN A CLASS, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION AGAINST US IN COURT, ARBITRATION OR OTHER PROCEEDING. ALSO, YOU MAY NOT BRING CLAIMS AGAINST US ON BEHALF OF ANY OTHER ACCOUNTHOLDER OR USER OF THE SERVICE NOT ON YOUR ACCOUNT.
(ix) Except where prohibited or limited by applicable law, the prevailing party in the arbitration will be entitled to recover its costs and expenses, including reasonable attorneys’ fees and experts’ fees, that are incurred in connection with the arbitration.
(C) Notwithstanding the foregoing, either of us may bring qualifying claims in small claims court.
20. NO TRIAL BY JURY
TO THE EXTENT ALLOWED BY LAW, YOU AND WE EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.
21. AMENDMENT; ADDITIONAL TERMS
(A) We reserve the right in our sole discretion and at any time without prior notice and for any reason, to modify or discontinue any aspect or feature of the Websites or our services and assume no responsibility for keeping past information current or accurate, or to modify or add to these Terms of Use ("Updated Terms"). In addition, we reserve the right to provide you with operating rules or additional terms that may govern your use of the Websites or our services generally, unique parts of the Websites or services, or both ("Additional Terms"). Any Additional Terms that we may provide to you will be incorporated by reference into these Terms of Use. To the extent any Additional Terms conflict with these Terms of Use, the Additional Terms will control.
(B) Updated Terms or Additional Terms will be effective immediately upon notice, either by posting on the Websites so that they are accessible via links in the Websites or by notification by e-mail. IT IS YOUR RESPONSIBILITY TO REVIEW THE TERMS OF USE AND THE WEBSITES FROM TIME TO TIME FOR ANY UPDATED TERMS OR ADDITIONAL TERMS. Your access and use of the Websites and our services after we have linked the Updated Terms (or engaged in such other conduct as we may reasonably specify) or applicable Additional Terms will signify your assent to and acceptance of the same, which will be effective as of the time of linking, or such later date as may be specified therein, and will apply to your use of the Websites from that point forward. If you object to any Updated Terms or to any Additional Terms, you may terminate your User Account as provided in Section 15(B) herein or, if you do not have a User Account, your only recourse is to immediately discontinue use of the Websites and our services.
Any provisions of these Terms of Use that by their nature should survive termination, including but not limited to intellectual property rights, disclaimers of warranties, limitations of liability and indemnification, shall survive any termination of these Terms of Use.
All notices, requests and other communications under these Terms of Use shall be in writing and be deemed to have been duly given when received, if delivered in person, sent by email with confirmation of receipt or sent by certified or registered mail, return receipt requested, to the addresses specified in your User Account or communicated by you.
You agree that your electronic signature, whether digital or encrypted, shall be as valid as if signed in ink.
22. INTERNATIONAL CONSIDERATIONS AND TERRITORIAL RESTRICTIONS
THE WEBSITES AND IVLEY’S CONSULTING SERVICES ARE OPERATED FROM OUR FACILITIES IN THE UNITED STATES. THE INFORMATION WE COLLECT IS TRANSFERRED AND PROCESSED IN THE UNITED STATES. THE DATA PROTECTION AND OTHER LAWS OF THE UNITED STATES MIGHT NOT BE AS COMPREHENSIVE AS THOSE OF OTHER COUNTRIES. CONSEQUENTLY, THE WEBSITES, WEBSITE CONTENT AND SERVICES ARE INTENDED FOR USERS RESIDING ONLY IN THE UNITED STATES. IF YOU ARE RESIDING OUTSIDE THE UNITED STATES, YOU ARE NOT TO USE THE WEBSITES OR OUR SERVICES. IF YOU ACCESS OR USE OUR WEBSITES, WEBSITE CONTENT OR SERVICES FROM A LOCATION OUTSIDE THE UNITED STATES, YOU ARE RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LOCAL LAWS, AS WE MAKE NO REPRESENTATIONS THAT OUR WEBSITES, WEBSITE CONTENT OR SERVICES ARE AVAILABLE OR APPROPRIATE FOR USE IN ALL COUNTRIES, AND ACCESSING THE PLATFORM FROM TERRITORIES WHERE ITS CONTENT IS ILLEGAL IS PROHIBITED.
Software related to or made available by the Websites and/or Website Content may be subject to United States export controls. Thus, no software from the Websites and/or Website Content may be downloaded, exported or re-exported (a) into (or to a national or resident of) Cuba, North Korea, Iran, Syria, Sudan, Russia or any other country to which the United States has embargoed goods; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading any software related to the Websites, Website Content or our services, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list. The parties specifically disclaim application of the Convention on Contracts for the International Sale of Goods.
23. MISCELLANEOUS
(A) Any delay or failure on the part of us to exercise or enforce any rights under these Terms of Use to which we may be entitled shall not, in any event, be construed as a waiver of the right and privilege to do so at any subsequent time. We have the right to determine your compliance with these Terms of Use at our sole discretion. You irrevocably agree that you waive any and all rights to injunctive or other equitable relief. The section headings used herein are for convenience only and shall not be given any legal import. If any provision of these Terms of Use is held to be unlawful, void or for any reason invalid or unenforceable, then that provision will be deemed severable from these Terms of Use and the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms of Use, which shall remain in full force and effect and such provision will be modified to the minimum extent necessary to render it enforceable while preserving its intent.
(B) You agree that no joint venture, partnership, employment or agency relationship exists between you and us as a result of these Terms of Use or your use of the Websites or our services. Each party is independent and responsible for its own actions.
(C) You hereby agree that we would be irreparably damaged if these Terms of Use 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 these Terms of Use, in addition to such other remedies as we may otherwise have available to us under applicable laws, rules and regulations.
(D) You acknowledge that some jurisdictions may have consumer protection laws that could provide rights that differ from those stated in these Terms of Use. Nothing in these Terms of Use is intended to override any statutory rights you may have, but to the extent permitted by law, we limit any implied warranties or conditions described in these Terms of Use.
(E) We reserve the right to investigate suspected violations of these Terms of Use, including without limitation, any violation arising from any submission, posting or e-mails you make or send to the Websites. We may seek to gather information from the user who is suspected of violating these Terms of Use and from any other user in connection with such an investigation. We may suspend any users whose conduct or postings are under investigation and may remove such material from its servers as it deems appropriate and without notice. If we believe, in our sole discretion, that a violation of these Terms of Use has occurred, we may edit or modify any submission, posting or e-mails, remove the material permanently, cancel postings, warn users, suspend users and passwords, terminate accounts or take other corrective action we deem appropriate. We will cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone posting any e-mails or publishing or otherwise making available any materials that are believed to violate these Terms of Use. BY ACCEPTING THESE TERMS OF USE, YOU WAIVE AND HOLD US HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY US DURING OR AS A RESULT OF OUR INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER US OR LAW ENFORCEMENT AUTHORITIES.
(F) These Terms of Use, including the Privacy Policy incorporated herein by reference and any Updated Terms of Use or Additional Terms incorporated herein by reference, constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all previous written or oral agreements, communications or understandings between us with respect to such subject matter. Any conflicting terms are void unless explicitly agreed to by us in writing.
(G) You may not assign these Terms of Use, assign any rights and licenses granted hereunder or delegate any obligations hereunder, in whole or in part, without our prior written consent. Any such purported assignment or delegation by you without the appropriate prior written consent will be null and void and of no force and effect. We may assign these Terms of Use or any rights and licenses granted hereunder without your consent, without notice and without restriction.
(H) YOU AFFIRM THAT YOU ARE AT LEAST TWENTY-ONE (21) YEARS OF AGE AND ARE FULLY ABLE AND COMPETENT TO ENTER INTO THE TERMS, CONDITIONS, OBLIGATIONS, AFFIRMATIONS, REPRESENTATIONS AND WARRANTIES SET FORTH IN THESE TERMS OF USE AND TO ABIDE BY AND COMPLY WITH THESE TERMS OF USE. IF YOU ARE UNDER TWENTY-ONE (21) YEARS OF AGE, YOU ARE NOT PERMITTED TO BECOME A REGISTERED USER, CREATE A USER ACCOUNT, SUBMIT PERSONAL INFORMATION TO US OR USE THE WEBSITES OR SERVICES.
NOTICE TO PARENTS AND GUARDIANS: YOUR CHILDREN OR THOSE INDIVIDUALS OTHERWISE BEING CARED FOR BY YOU WHO ARE UNDER TWENTY-ONE (21) YEARS OF AGE ARE NOT PERMITTED TO BECOME A REGISTERED USER, CREATE A USER ACCOUNT, SUBMIT PERSONAL INFORMATION TO US OR USE OUR WEBSITES. IF YOUR CHILD OR INDIVIDUAL OTHERWISE BEING CARED FOR BY YOU IS USING OUR WEBSITES AND IS UNDER 21, PLEASE CONTACT US IMMEDIATELY AT THE ADDRESS IN SECTION 24 BELOW SO THAT WE CAN DISABLE HIS OR HER ACCESS.
(I) You agree not to publicly disparage or defame ULP or our partners, officers, directors, shareholders/members, employees, agents, operators, licensors, licensees, assignees, distribution partners, successors, assignees or other representatives and their related companies/businesses, including on social media, review or blog sites, podcasts, verbally or in print. If you do, we reserve the right to seek legal remedies, including the removal of such content and damages for reputational harm, defamation, libel or false claims that damage our business reputation.
(J) If any provision of these Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. No waiver of any term of these Terms of Use shall be deemed a further or continuing waiver of such term or any other term and our failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision. We reserve the right to amend these Terms of Use at any time and without notice and it is your responsibility to review these Terms of Use for any changes. Your use of the Websites or services following any amendment of these Terms of Use will signify your assent to and acceptance of its revised terms. YOU AND WE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITES OR SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
(K) We do not encourage unsolicited submissions of concepts, creative ideas, suggestions, stories or other potential content. This is to avoid the possibility of future misunderstanding when projects developed by our staff or representatives might seem to others to be similar to the submitted concepts, creative ideas, suggestions, stories or other potential content. Therefore, do not send us any unsolicited submissions, as such will be owned by us and you hereby irrevocably assign any intellectual property rights in such submissions to us. We reserve the right to use, modify and distribute such submissions without any compensation or acknowledgment.
From time to time, we may expressly request submissions of concepts, creative ideas, suggestions, stories or other potential content from you ("Invited Submissions"). Where this is the case, please carefully read any specific rules or other terms and conditions that govern the Invited Submissions because they will affect your legal rights. If no such rules or terms specifically govern the Invited Submissions, then these Terms of Use will apply in full to any Invited Submissions you make. Please also be aware that any Invited Submissions you may make will not be acknowledged and the act of providing Invited Submissions does not create a fiduciary or other special relationship between you and us and/or any of our partners, officers, directors, shareholders/members, employees, agents, operators, licensors, licensees, distribution partners, successors, assignees or other representatives and/or their related companies/businesses or place us and/or our partners, officers, directors, shareholders/members, employees, agents, operators, licensors, licensees, distribution partners, successors, assignees or other representatives and/or their related companies/businesses in a position that is any different from the position held by members of the general public. You acknowledge and agree that neither we nor any of our partners, officers, directors, shareholder/members, employees, agents, operators, licensors, licensees, distribution partners, successors, assignees or other representatives and/or their related companies/businesses have now, or shall have in the future, any duty or liability, direct or indirect, vicarious, contributory or otherwise with respect to the infringement or protection of any copyright in and to your Invited Submissions and that we and our partners, officers, directors, shareholders/members, employees, agents, operators, licensors, licensees, distribution partners, successors, assignees or other representatives and/or their related companies/businesses are not responsible for the loss, deletion, failure to store or misdelivery of any Invited Submissions.
In any event, no material you send to us will be treated as confidential.
(L) FORCE MAJEURE: We shall not have any liability to you by reason of any delay or failure to perform any obligation hereunder if the delay or failure to perform is occasioned by force majeure, which shall refer to any act of God, storm, natural disasters, fire, casualty, unanticipated work stoppage, power outage, satellite failure, strike, lockout, labor dispute, civil disturbance, riot, war, cybersecurity attacks, terrorism, pandemic, national emergency, Governmental action, embargoes, disruptions in telecommunications or internet services, or other cause beyond our control. These events release us from all obligations under these Terms of Use for the shorter of the duration of the event or 60 days.
(M) NOTICE FOR CALIFORNIA USERS: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
24. CONTACTING US
Should you need to contact us, our mailing address is:
Universal Language Productions LLC
Lilholt Technology Solutions LLC
IVLEY
P.O. Box 7
Palmyra, NJ 08065