Restricted License and Use Restrictions
Your Rights: These Terms are applicable during Your free trial and during Your subscription to the Services through a Service Plan of Your choice.
Using Our Services: Subject to Your compliance with the Terms and solely during the Subscription Term, You have the limited, non-exclusive, and revocable right to access and use the Services for Your internal business purposes. You shall be responsible for use of the Services through Your Account by any third parties. You may subscribe to one or more of the Services. They may be subject to separate and distinct Service Plans.
Your Account: Subject to any limitation on the number of individual Users available under the Service Plan to which You subscribed, access and use of the Services is restricted to the specified number of individual Users permitted under Your subscription to the Services. Each User shall be identified using unique login information such as usernames and passwords ("User Login") and such User Login shall be used only by one individual. You are responsible for the confidentiality of Your Data and User Login. You should, therefore, not share Your User Login with any third parties. In any event, unless You notify Us of any unauthorized use or suspicious activity in Your Account, You are responsible for all activities that occur under Your Account. You also maintain all responsibility for determining whether the Services or the information generated thereby is accurate or sufficient for Your purposes.
Your use of the Services: You agree that you will not, and will not assist or enable others to license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party, other than Users and End-Customers in furtherance of Your internal business purposes as expressly permitted by these Terms; use the Services to Process data on behalf of any third party other than Your Users and End- Customers; modify, adapt, or hack the Services or otherwise attempt to gain or gain unauthorized access to the Services or related systems or networks; falsely imply any sponsorship or association with Us; use the Services in any unlawful manner, including but not limited to violation of any person's privacy rights; use the Services to send unsolicited communications junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages; use the Services to store or transmit any content that infringes upon any person's intellectual property rights; use the Services in any manner that interferes with or disrupts the integrity or performance of the Services and its components; attempt to decipher, decompile, reverse engineer, disassemble, reproduce, or copy or otherwise access or discover the source code or underlying program of any Software making up the Services; use the Services to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; use the Services to knowingly post, transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software ("Malicious Software"); establish a link to Our Websites in such a way as to suggest any form of association, approval or endorsement on Our part where none exists; use the Services for the purposes of cookie tracking, ad exchanges, ad networks, data brokerages, or sending electronic communications (including e-mail) in violation of applicable law; try to use, or use the Services in violation of these Terms.
You shall be responsible for any loss of data or attempted or actual access or use of the Services through Your Account in violation of these Terms.
If We inform You that a specified activity or purpose is prohibited with respect to the Services, You will ensure that You immediately cease use of the Services for such prohibited activity or purpose.
Updates to the Services
We may update the Services from time to time and You may receive notifications of such upgrades, enhancements or updates ("Updates"). Any new or modified features added to or augmenting or otherwise modifying the Services or other updates, modifications or enhancements to the Services are also subject to these Terms and We reserve the right to deploy Updates at any time.
You may not be able to access or use the Services during planned downtime for upgrades and maintenance to the Service or during any unavailability caused by circumstances beyond Our reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures beyond Our reasonable control (including, without limitation, inability to access the internet), or acts undertaken by third parties, including without limitation, distributed denial of service attacks.
We will use commercially reasonable efforts to schedule Planned Downtime for weekends and other off-peak hours.
User agrees that User shall not reproduce, retransmit, republish, or otherwise transfer for any commercial purposes the ULTops Services' information, programs, or computer applications. User acknowledges that ULTops shall retain all right, title, and interest under applicable contractual, copyright, and related laws in and to the data and information that they provide. User shall use such materials in a manner consistent with ULTops's interests and notify ULTops of any threatened or actual infringement of ULTops's rights. User shall not remove or obscure the copyright notice or other notices contained on materials accessed through the ULTops Services..
Plans and Payments
Subscription Charges: Except during Your free trial, all charges associated with Your Account ("Subscription Charges") are due in full and payable in advance, when You subscribe to the Services. Unless specified, the Subscription Charges are based on the Service Plans You choose and are payable in full until You terminate Your Account. You will receive a receipt upon each receipt of payment by Us. We may use a third party service provider to manage credit card and other payment processing; provided, that such service provider is not permitted to store, retain or use Your payment account information except to process Your credit card and other payment information for Us. You must notify Us of any change in your credit card or other payment account information, either by updating your Account or by e-mailing Us at email@example.com.
Payment methods: you may pay the Subscription Charges through your credit card, or other accepted payment method as specified in a Form. For credit card payments, your payment is due immediately upon your receipt of Our invoice. you hereby authorize Us or Our authorized agents, as applicable, to bill your credit card upon your subscription to the Services (and any renewal thereof). For payments through other accepted methods, your payment is due within thirty (30) days of Our invoice date unless otherwise stated in a Form.
Renewal: your subscription to the Services will renew automatically for a Subscription Term equivalent in length to the then expiring Subscription Term. Unless otherwise provided for in any Form, the Subscription Charges applicable to your subscription to the Services for any such subsequent Subscription Term shall be Our standard Subscription Charges for the Service Plan to which you have subscribed as of the time such subsequent Subscription Term commences.
Refunds: Unless otherwise specified in these Terms or a Form or a Service Plan, all Subscription Charges are nonrefundable. No refunds shall be issued for partial use or non-use of the Services by you.
Late Payments/Non-payment of Subscription Charges: We will notify you if We do not receive payment towards the Subscription Charges within the due date for your Account. For payments made through credit cards, We must receive payments due within a maximum of five (5) days from the date of Our notice and for payments through other accepted methods, We must receive payments within a maximum of fifteen (15) days from the date of Our notice. If We do not receive payment within the foregoing time period, in addition to Our right to other remedies available under law, We may charge an interest for late payment and/or suspend your access to use of the Services until We receive your payment towards the Subscription Charges as specified herein and/or terminate your Account.
Upgrades and Downgrades: you may upgrade or downgrade within a Service Plan or between two Service Plans. you understand that downgrading may cause loss of content, features, or capacity of the Services as available to you before downgrading your Account. We will not be liable for such loss. When you upgrade or downgrade, the new Subscription Charges become immediately applicable. Upon upgrade, the new Subscription Charges for the subsisting month would be charged on pro-rated basis and your credit card will be charged automatically. Subsequent months will be charged in full according to the new Subscription Charges. Upon downgrade, you will be continue with current plan until the remaining subscription term duration and then it will be switched to your choice of downgraded plan.
Applicable Taxes: Unless otherwise stated, the Subscription Charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively "Taxes"). you are responsible for paying the Taxes that would be levied against you by government authorities. We will invoice you for such Taxes if We believe We have a legal obligation to do so and you agree to pay such Taxes if so invoiced.
Plan Discounts: Apart from the credits provided to you when you downgrade, We may, at Our sole discretion, offer you certain benefits such as discounts on Subscription Charges, extension in Subscription Term for no extra payments from you, with regard to the Services. These benefits are specific to your Account and the Services identified while offering these benefits. They are not transferrable. The benefits may have an expiry date. If they do not have an expiry date, they will expire upon completion of twelve (12) months from their date of offer.
Term and Termination
We shall not be liable to you or any other third party for suspension or termination of your Account or access to and use the Services, if such suspension or termination is in accordance with these Terms.
Termination by Us: In addition to suspension for late payment or non-payment of Subscription Charges, We may suspend your access to and use of your Account or the Services if you are in violation of the Terms. We will notify you of your activities that violate these Terms and, at Our sole discretion, provide you with a period of fifteen (15) days ("Cure Period") to cure or cease such activities. If you do not cure or cease such activities within said Cure Period or if We believe that your breach of these Terms cannot be cured, Your Account shall be terminated.
Termination by You: If you pay for your Account through credit card, you may elect to terminate your Account at any time by clicking on the ‘Delete My Account' link in the ‘MyAccount' page when you log in to our Services. If payments for your Account is made through other accepted payment methods, you may only terminate at the end of the subscription by providing ULTops with written notice at least 30 days prior to the end of the subscription. Termination will take effective from your current subscription end date, until then you can continue use our Services without an issue.
Data Export: We strongly recommend that You export all Your Data before You terminate Your Account. In any event, following the termination of Your Account either by You or Us or if You do not subscribe to a Service Plan on expiry of Your free trial, Your Data will be retained for a period of 30 days ("Data Retention Period") from such termination or expiry of free trial within which You may contact Us to export Your Data. Beyond this Data Retention Period, We reserve the right to delete all Your Data in the normal course of operation. Your Data cannot be recovered once it is deleted.
Disclaimer of Warranties and Limits of Liability
THE WEBSITES AND THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. WE EXPRESSLY DISCLAIM ANY AND ALL CONDITIONS, REPRESENTATIONS, WARRANTIES OR OTHER TERMS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SERVICE(S) OR WEBSITES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE AND YOU FURTHER ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE ACCESS TO THE SERVICE(S), WHICH IS PROVIDED OVER INTERNET AND VARIOUS TELECOMMUNICATIONS NETWORKS, ALL OF WHICH ARE BEYOND OUR CONTROL, WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE. THE CONTENT ON OUR WEBSITES IS PROVIDED FOR GENERAL INFORMATION ONLY. IT IS NOT INTENDED TO AMOUNT TO ADVICE ON WHICH YOU SHOULD RELY. YOU MUST OBTAIN PROFESSIONAL OR SPECIALIST ADVICE BEFORE TAKING, OR REFRAINING FROM, ANY ACTION ON THE BASIS OF THE CONTENT ON OUR WEBSITES. NO INFORMATION OR ADVICE OBTAINED BY YOU FROM US OR THROUGH THE SERVICES OR WEBSITES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
You agree to indemnify and hold Group Companies harmless against any claim brought by a third party against Us, and their respective employees, officers, directors and agents arising from or related to (i) use of the ULTops Services, (ii) your violation of these terms, or (iii) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. ULTops reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify and you agree to cooperate with ULTops's defense of these claims. You agree not to settle any matter without the prior written consent of ULTops. ULTops will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
If you are a citizen or resident of the United States, the law of the state of your residence governs this contract and any claim or dispute that you may have against ULTops, without regard to that state's conflict of laws rules, to the extent that such law is not preempted by federal law. If you are a citizen or resident of another country, the law of the State of Florida shall apply.
Legal Notice and Website Disclaimer
ULTops Inc. makes no warranties or representations, either expressed or implied, as to the accuracy or completeness of the content of this Website. Information on this site may be amended without notice, and may contain inaccuracies due to technical inaccuracies, errors, and omissions of timeliness or of information. ULTops will not be liable or responsible for any damages resulting from use of this Website. ULTops will not be liable for any damages resulting from the transmission of confidential or personal information. Privacy and confidentiality of information transmitted via the Internet cannot be assured.