TERMS OF SERVICE
EFFECTIVE: July 01, 2024
IMPORTANT, READ CAREFULLY : YOUR USE OF AND ACCESS TO THE WEBSITE
AND PRODUCTS AND SERVICES AND ASSOCIATED SOFTWARE (COLLECTIVELY, THE
“SERVICES”) OF Ultrux Data Solutions, Inc. AND ITS AFFILIATES (“Ultrux”) IS CONDITIONED UPON YOUR
COMPLIANCE WITH AND ACCEPTANCE OF THESE TERMS, WHICH INCLUDE YOUR
AGREEMENT TO ARBITRATE CLAIMS. PLEASE REVIEW THOROUGHLY BEFORE
ACCEPTING.
BY CLICKING/CHECKING THE “I AGREE” BUTTON/BOX, ACCESSING
THE Ultrux WEBSITE OR BY UTILIZING THE Ultrux SERVICES YOU AGREE TO BE
BOUND BY THESE TERMS OF SERVICE AND ALL EXHIBITS, ORDER FORMS, AND
INCORPORATED POLICIES (THE “AGREEMENT” OR
“TOS”). THE Ultrux SERVICES ARE NOT AVAILABLE TO PERSONS WHO
ARE NOT LEGALLY ELIGIBLE TO BE BOUND BY THESE TERMS OF SERVICE.
Ultrux will provide the Services, and you may access and use the
Services, in accordance with this Agreement. Ultrux may provide any of the Services hereunder through any of its
Affiliates. If You order Services through an on-line registration page
or an order form (each an “Order Form”), the Order Form may
contain additional terms and conditions and information regarding the
Services you are ordering. Unless otherwise expressly set forth in any
such additional terms and conditions applicable to the specific Service
which You choose to use, those additional terms are hereby incorporated
into this Agreement in relation to Your use of that Service.
System Requirements. Use of the Services requires one or more compatible devices, Internet
access (fees may apply), and certain software (fees may apply), and may
require obtaining updates or upgrades from time to time. Because use of
the Services involves hardware, software, and Internet access, Your
ability to access and use the Services may be affected by the
performance of these factors. High speed Internet access is recommended.
You acknowledge and agree that such system requirements, which may be
changed from time to time, are Your responsibility.
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DEFINITIONS. The following definitions will apply in this Agreement, and any
reference to the singular includes a reference to the plural and vice
versa. Service specific definitions are found in the Services
Description located at https://ultrux.com “Affiliate” means, with respect to a Party, any
entity that directly or indirectly controls, is controlled by or is
under common control with that Party. For purposes of this Agreement,
“control” means an economic or voting interest of at least
fifty percent (50%) or, in the absence of such economic or voting
interest, the power to direct or cause the direction of the management
and set the policies of such entity.
“End User” means
a Host or Participant (as defined in the Services Description) who
uses the Services.
“Initial Subscription Term” means
the initial subscription term for a Service as specified in an Order
Form.
“Service Effective Date” means the date an
Initial Subscription Term begins as specified in an Order Form.
“Renewal
Term” means the renewal subscription term for a Service
commencing after the Initial Subscription Term or another Renewal Term
as specified in an Order Form.
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SERVICES. Ultrux will provide the Services as described on the Order
Form, and standard updates to the Services that are made generally
available by Ultrux during the term. Ultrux may, in its sole
discretion, discontinue the Services or modify the features of the
Services from time to time without prior notice.
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Beta Services. Ultrux may, from time to time, offer access to services that
are classified as Beta version. Access to and use of Beta versions may
be subject to additional agreements. Ultrux makes no representations that a Beta version will ever be made
generally available and reserves the right to discontinue or modify a
Beta version at any time without notice. Beta versions are provided AS
IS, may contain bugs, errors or other defects, and Your use of a Beta
version is at Your sole risk.
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USE OF SERVICES AND YOUR RESPONSIBILITIES. You may only use the Services pursuant to the terms of this
Agreement. You are solely responsible for Your and Your End
Users’ use of the Services and shall abide by, and ensure
compliance with, all Laws in connection with Your and each End
User’s use of the Services, including but not limited to Laws
related to recording, intellectual property, privacy and export
control. Use of the Services is void where prohibited.
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Registration Information. You may be required to provide information about Yourself in
order to register for and/or use certain Services. You agree that any
such information shall be accurate. You may also be asked to choose a
username and password. You are entirely responsible for maintaining
the security of Your user name and password and agree not to disclose
such to any third party.
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Your Content. You agree that You are solely responsible for the content
(“Content”) sent or transmitted by You or displayed or
uploaded by You in using the Services and for compliance with all Laws
pertaining to the Content, including, but not limited to, Laws
requiring You to obtain the consent of a third party to use the
Content and to provide appropriate notices of third party rights. You
represent and warrant that You have the right to upload the Content to
Ultrux and that such use does not violate or infringe on any rights of
any third party. Under no circumstances will Ultrux be liable in any
way for any (a) Content that is transmitted or viewed while using the
Services, (b) errors or omissions in the Content, or (c) any loss or
damage of any kind incurred as a result of the use of, access to, or
denial of access to Content. Although Ultrux is not responsible for
any Content, Ultrux may delete any Content, at any time without notice
to You, if Ultrux becomes aware that it violates any provision of this
Agreement, or any law. You retain copyright and any other rights You
already hold in Content which You submit, post or display on or
through, the Services.
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Recordings. You are responsible for compliance with all recording laws. The
host can choose to record Ultrux meetings and Webinars. By using the
Services, you are giving Ultrux consent to store recordings for any or
all Ultrux meetings or webinars that you join, if such recordings are
stored in our systems. You will receive a notification (visual or
otherwise) when recording is enabled.
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Prohibited Use. You agree that You will not use, and will not permit any End
User to use, the Services to: (i) modify, disassemble, decompile,
prepare derivative works of, reverse engineer or otherwise attempt to
gain access to the source code of the Services; (ii) knowingly or
negligently use the Services in a way that abuses, interferes with, or
disrupts Ultrux’ networks, Your accounts, or the Services; (iii)
engage in activity that is illegal, fraudulent, false, or misleading,
(iv) transmit through the Services any material that may infringe the
intellectual property or other rights of third parties; (v) build or
benchmark a competitive product or service, or copy any features,
functions or graphics of the Services; or (vi) use the Services to
communicate any message or material that is harassing, libelous,
threatening, obscene, indecent, would violate the intellectual
property rights of any party or is otherwise unlawful, that would give
rise to civil liability, or that constitutes or encourages conduct
that could constitute a criminal offense, under any applicable law or
regulation; (vii) upload or transmit any software, Content or
code that does or is intended to harm, disable, destroy or adversely
affect performance of the Services in any way or which does or is
intended to harm or extract information or data from other hardware,
software or networks of Ultrux or other users of Services; (viii)
engage in any activity or use the Services in any manner that could
damage, disable, overburden, impair or otherwise interfere with or
disrupt the Services, or any servers or networks connected to the
Services or Ultrux’ security systems. (ix) use the Services in
violation of any Ultrux policy or in a manner that violates applicable
law, including but not limited to anti-spam, export control, privacy,
and anti-terrorism laws and regulations and laws requiring the consent
of subjects of audio and video recordings, and You agree that You are
solely responsible for compliance with all such laws and
regulations.
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Limitations on Use. You may not reproduce, resell, or distribute the Services or
any reports or data generated by the Services for any purpose unless
You have been specifically permitted to do so under a separate
agreement with Ultrux. You may not offer or enable any third parties
to use the Services purchased by You, display on any website or
otherwise publish the Services or any Content obtained from a Service
(other than Content created by You) or otherwise generate income from
the Services or use the Services for the development, production or
marketing of a service or product substantially similar to the
Services.
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RESPONSIBILITY FOR END USERS. You are responsible for the activities of all End Users who access
or use the Services through your account, and you agree to ensure that
any such End User will comply with the terms of this Agreement and any
Ultrux policies. Ultrux assumes no responsibility or liability for
violations. If You become aware of any violation of this Agreement in
connection with use of the Services by any person, please contact
Ultrux at info@ultrux.com. Ultrux may investigate any complaints and violations that come
to its attention and may take any (or no) action that it believes is
appropriate, including, but not limited to issuing warnings, removing
the content or terminating accounts and/or User profiles. Under no
circumstances will Ultrux be liable in any way for any data or other
content viewed while using the Services, including, but not limited
to, any errors or omissions in any such data or content, or any loss
or damage of any kind incurred as a result of the use of, access to,
or denial of access to any data or content.
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Ultrux OBLIGATIONS FOR CONTENT. Ultrux will maintain reasonable physical and technical
safeguards to prevent unauthorized disclosure of or access to Content,
in accordance with industry standards. Ultrux will notify You if it
becomes aware of unauthorized access to Content. Ultrux will not
access, view or process Content except (a) as provided for in this
Agreement and in Ultrux’ Privacy Statement; (b) as authorized or
instructed by You, (c) as required to perform its obligations under
this Agreement; or (d) as required by Law. Ultrux has no other
obligations with respect to Content.
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ELIGIBILITY. You affirm that You are at least 16 years of age and are otherwise
fully able and competent to enter into the terms, conditions,
obligations, affirmations, representations, and warranties set forth
in this Agreement, and to abide by and comply with this
Agreement. Your access may be terminated without warning if
we believe that You are under the age of 16 or are otherwise
ineligible.
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INTENDED USE. The Services are intended for business use. You may choose to use
the Services for other purposes, subject to the terms and limitations
of this Agreement. Ultrux is not intended for use by individuals under
the age of 16.
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CHARGES AND CANCELLATION. You agree that Ultrux may charge to Your credit card or other
payment mechanism selected by You and approved by Ultrux (“Your
Account”) all amounts due and owing for the Services. Unless
stated otherwise, all prices and fees shown by Ultrux are exclusive of
taxes and regulatory fees, service, service fees, set up fees,
subscription fees, or any other fee or charge associated with Your
Account. Where applicable, taxes and regulatory fees will be charged
on the invoices issued by Ultrux in accordance with local laws and
regulations. The taxes and regulatory fees charged can be changed
without notice. All payments made by you to us under this Agreement
will be made free and clear of any deduction or withholding, as may be
required by law. If any such deduction or withholding (including but
not limited to domestic or cross-border withholding taxes) is required
on any payment, you will pay such additional amounts as are necessary
so that the net amount received by us is equal to the amount then due
and payable under this Agreement. We will provide you with such tax
forms as are reasonably requested in order to reduce or eliminate the
amount of any withholding or deduction for taxes in respect of
payments made under this Agreement. Ultrux may change prices at any
time, including changing from a free service to a paid service and
charging for Services that were previously offered free of charge;
provided, however, that Ultrux will provide you with prior notice and
an opportunity to terminate Your Account if Ultrux changes the price
of a Service to which you are subscribed and will not charge you for a
previously free Service unless you have been notified of the
applicable fees and agreed to pay such fees. You agree that in the
event Ultrux is unable to collect the fees owed to Ultrux for the
Services through Your Account, Ultrux may take any other steps it
deems necessary to collect such fees from You and that You will be
responsible for all costs and expenses incurred by Ultrux in
connection with such collection activity, including collection fees,
court costs and attorneys’ fees. You further agree that Ultrux
may collect interest at the lesser of 1.5% per month or the highest
amount permitted by law on any amounts not paid when due. You may
cancel your subscription at any time. If you cancel, you will not be
billed for any additional terms of service, and service will continue
until the end of the current Subscription Term. If you cancel, you
will not receive a refund for any service already paid for.
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TERMINATION. The Ultrux website contains information on how to terminate Your
Account. If you have purchased a Service for a specific term, such
termination will be effective on the last day of the then-current
term. Your Order Form may provide that a Renewal Term will begin
automatically unless either party provides notice of termination at
least thirty (30) days prior to the commencement of the next Renewal
Term. If You fail to comply with any provision of this Agreement,
Ultrux may terminate this Agreement immediately and retain any fees
previously paid by You. Sections 1 and 3 through 20, inclusive, shall
survive any termination of this Agreement. Upon any termination of
this Agreement, You must cease any further use of the Services. If at
any time You are not happy with the Services, Your sole remedy is to
cease using the Services and follow this termination process.
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PROPRIETARY RIGHTS. Ultrux and/or its suppliers, as applicable, retain ownership of all
proprietary rights in the Services and in all trade names, trademarks,
service marks, logos, and domain names (“Ultrux Marks”)
associated or displayed with the Services. You may not frame or
utilize framing techniques to enclose any Ultrux Marks, or other
proprietary information (including images, text, page layout, or form)
of Ultrux without express written consent. You may not use any meta
tags or any other “hidden text” utilizing Ultrux Marks
without Ultrux’ express written consent.
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COPYRIGHT. You may not post, modify, distribute, or reproduce in any way
copyrighted material, trademarks, rights of publicity or other
proprietary rights without obtaining the prior written consent of the
owner of such proprietary rights. Ultrux may deny access to the
Services to any User who is alleged to infringe another party’s
copyright. Without limiting the foregoing, if You believe that Your
copyright has been infringed, please notify Ultrux at this e-mail info@ultrux.com
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NO HIGH RISK USE. The Services are not designed or licensed for use in hazardous
environments requiring fail-safe controls, including without
limitation operation of nuclear facilities, aircraft
navigation/communication systems, air traffic control, and life
support or weapons systems. The Services shall not be used for or in
any HIGH RISK environment.
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INJUNCTIVE RELIEF. You acknowledge that any use of the Services contrary to this
Agreement, or any transfer, sublicensing, copying or disclosure of
technical information or materials related to the Services, may cause
irreparable injury to Ultrux, its Affiliates, suppliers and any other
party authorized by Ultrux to resell, distribute, or promote the
Services (“Resellers”), and under such circumstances
Ultrux, its Affiliates, suppliers and Resellers will be entitled to
equitable relief, without posting bond or other security, including,
but not limited to, preliminary and permanent injunctive relief.
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NO WARRANTIES. YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED “AS
IS” AND Ultrux, ITS AFFILIATES, SUPPLIERS AND RESELLERS
EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Ultrux, ITS AFFILIATES,
SUPPLIERS AND RESELLERS MAKE NO WARRANTY OR REPRESENTATION REGARDING
THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES,
REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED
THROUGH THE SERVICES OR THAT THE SERVICES WILL MEET ANY USER’S
REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE
OF THE SERVICES IS AT YOUR SOLE RISK. ANY MATERIAL AND/OR DATA
DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT
YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY
DAMAGE TO YOU RESULTING FROM THE USE OF THE SERVICES. THE ENTIRE RISK
ARISING OUT OF USE OR PERFORMANCE OF THE SERVICES REMAINS WITH YOU.
Ultrux DOES NOT ASSUME ANY RESPONSIBILITY FOR RETENTION OF ANY USER
INFORMATION OR COMMUNICATIONS BETWEEN USERS. Ultrux CANNOT GUARANTEE
AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICES.
USE IS AT YOUR OWN RISK.
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INDEMNIFICATION. You agree to indemnify, defend and hold harmless Ultrux, its
affiliates, officers, directors, employees, consultants, agents,
suppliers and Resellers from any and all third party claims,
liability, damages and/or costs (including, but not limited to,
attorneys’ fees) arising from Your use of the Services, Your
violation of this Agreement or the infringement or violation by You or
any other user of Your account, of any intellectual property or other
right of any person or entity or applicable law.
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LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL
Ultrux OR ITS AFFILIATES, SUPPLIERS OR RESELLERS BE LIABLE FOR ANY
SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES
WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF
BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION,
OR ANY OTHER PECUNIARY LOSS OR DAMAGE) ARISING OUT OF THE USE OF OR
INABILITY TO USE THE SERVICES OR THE PROVISION OF OR FAILURE TO
PROVIDE TECHNICAL OR OTHER SUPPORT SERVICES, WHETHER ARISING IN TORT
(INCLUDING NEGLIGENCE) CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF
Ultrux, ITS AFFILIATES, SUPPLIERS OR RESELLERS HAVE BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, Ultrux’S, ITS
AFFILIATES’, SUPPLIERS’ AND RESELLERS’ MAXIMUM
CUMULATIVE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING
OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT
ACTUALLY PAID BY YOU FOR THE SERVICES (IF ANY) IN THE TWELVE (12)
MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH
CLAIMS. Because some states and jurisdictions do not allow the
exclusion or limitation of liability, the above limitation may not
apply to You.
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AGREEMENT TO ARBITRATE; WAIVER OF CLASS ACTION. If You are located in the United States, You agree to resolve
disputes only on an individual basis, through arbitration pursuant to
the provisions of Exhibit A. The parties expressly waive any right to bring any action, lawsuit,
or proceeding as a class or collective action, private attorney
general action, or any other proceeding in which any party acts or
proposes to act in a representative capacity.
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PRIVACY AND OTHER POLICIES. Use of the Services is also subject to Ultrux’ Privacy
Statement, a link to which can be found by selecting “Privacy
and Legal Policies” in the footer of Ultrux’ website. The
Privacy Statement, and all policies noticed at
are incorporated into this Agreement by this reference. Furthermore, if
Your Use of the Services requires Ultrux to process any personally
identifiable information (“PII” or “Personal
Data”) Ultrux shall do so at all times in compliance with our
Ultrux Global Data Processing Addendum is incorporated in these Terms of Service. Additionally, You
understand and agree that Ultrux may contact You via e-mail or otherwise
with information relevant to Your use of the Services, regardless of
whether You have opted out of receiving marketing communications or
notices.
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MISCELLANEOUS
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Choice of Law and Forum. This Agreement shall be governed by and construed under the
laws of the State of California, U.S.A., as applied to agreements
entered into and to be performed in California by California
residents. Except as provided in Exhibit A, the Parties consent to the
exclusive jurisdiction and venue of the state courts located in and
serving Santa Clara County, California and the federal courts in the
Northern District of California.
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Waiver and Severability. Failure by either Party to exercise any of its rights under,
or to enforce any provision of, this Agreement will not be deemed a
waiver or forfeiture of such rights or ability to enforce such
provision. If any provision of this Agreement is held by a court of
competent jurisdiction to be illegal, invalid or unenforceable, that
provision will be amended to achieve as nearly as possible the same
economic effect of the original provision and the remainder of this
Agreement will remain in full force and effect.
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General Provisions. This Agreement embodies the entire understanding and agreement
between the Parties respecting the subject matter of this Agreement
and supersedes any and all prior understandings and agreements between
the Parties respecting such subject matter, except that if You or Your
company have executed a separate written agreement or you have signed
an order form referencing a separate agreement governing your use of
the Services, then such agreement shall control to the extent that any
provision of this Agreement conflicts with the terms of such
agreement. Ultrux may elect to change or supplement the terms of this Agreement from
time to time at its sole discretion. Ultrux will exercise commercially reasonable business efforts to provide
notice to You of any material changes to this Agreement. Within ten
(10) business days of posting changes to this Agreement (or ten (10)
business days from the date of notice, if such is provided), they will
be binding on You. If You do not agree with the changes, You should
discontinue using the Services. If You continue using the Services
after such ten-business-day period, You will be deemed to have
accepted the changes to the terms of this Agreement. In order to
participate in certain Services, You may be notified that You are
required to download software and/or agree to additional terms and
conditions. Unless expressly set forth in such additional terms and
conditions, those additional terms are hereby incorporated into this
Agreement. This Agreement has been prepared in the English Language
and such version shall be controlling in all respects and any
non-English version of this Agreement is solely for accommodation
purposes.
Exhibit A
Binding Arbitration
This Exhibit A to the TOS describes the further provisions which apply
to the Binding Arbitration and Class Action Waiver.
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Disputes. A dispute is any controversy between You and Ultrux concerning the Services, any software related to the Services, the
price of the Services, Your account, Ultrux’ advertising,
marketing, or communications, Your purchase transaction or billing, or
any term of this Agreement, under any legal theory including contract,
warranty, tort, statute, or regulation, except disputes relating to
the enforcement or validity of Your or Ultrux’ intellectual
property rights. As part of the best efforts process to resolve
disputes, and prior to initiating arbitration proceedings, each party
agrees to provide notice of the dispute to the other party, including
a description of the dispute, what efforts have been made to resolve
it, and what the disputing party is requesting as resolution, to
info@ultrux.com
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Small Claims Court Available. You may initiate an action in your local Small Claims Court if You
meets the court’s requirements. However, if such a claim is
transferred, removed or appealed to a different court, Ultrux reserves the right to require arbitration.
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Arbitration Procedure. Disputes not resolved pursuant to Section A or B shall be resolved
through arbitration. The American Arbitration Association
(“AAA”) will conduct any arbitration under its Commercial
Arbitration Rules. For more information, see www.adr.org. Arbitration hearings will take place in the federal judicial
district of Your primary business location. A single arbitrator will
be appointed. The arbitrator must: (a) follow all applicable
substantive Law; (b) follow applicable statutes of limitations; (c)
honor valid claims of privilege; (d) issue a written decision
including the reasons for the award. The arbitrator may award damages,
declaratory or injunctive relief, and costs (including reasonable
attorneys’ fees). Any arbitration award may be enforced (such as
through a judgment) in any court with jurisdiction. Under AAA Rules,
the arbitrator rules on his or her own jurisdiction, including the
arbitrability of any claim; however, a court has exclusive authority
to enforce the prohibition on arbitration on a class-wide basis or in
a representative capacity .
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Conflict with AAA Rules. This Agreement governs if there is a conflict with the AAA’s
Commercial Arbitration Rules.
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Requirement to File Within One Year. Notwithstanding any other statute of limitations, a claim or
dispute under this Agreement must be filed in Small Claims Court or
noticed for arbitration within one year of when it could first be
filed, or such claim will be permanently barred.
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Severability. If the class action waiver is found to be illegal or unenforceable
as to all or some parts of a dispute, then those parts will not be
arbitrated but will be resolved in court, with the balance resolved
through arbitration. If any provision of this Exhibit A is found to be
illegal or unenforceable, then that provision will be severed;
however, the remaining provisions shall still apply and shall be
interpreted to as nearly as possible achieve the original intent of
this Exhibit, inclusive of the severed provision.