2. Your Use of the Web Site – Permissions and Restrictions
Ultra Mobile hereby grants you permission to access and use the Web site and the Content for your personal use and/or on behalf of an entity and its Personel (defined in Section 18) only, including the activation of customers, under the following conditions:
B. You agree not to alter or modify any part of the Web site.
D. You agree not to use the Web site for any commercial use (other than the activation of customers, modification of customers' information, reviewing commission reports, and other uses available through the functionality of the Web site) without the prior written authorization of Ultra Mobile.
E. You agree not to use or launch any automated system, including, without limitation, "robots," "spiders," or "offline readers," to access, monitor or copy any Content or information in or on this Web site. You agree not to upload, post, e-mail or otherwise send or transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Web site. You also agree not to interfere with the servers or networks connected to the Web site or to violate any of the procedures, policies or regulations of networks connected to the Web site. Notwithstanding the foregoing, Ultra Mobile grants the operators of public search engines permission to use spiders to copy materials from the Web site for the sole purpose of and solely to the extent necessary to create publicly available searchable indices of the materials, but not caches or archives of such materials. Ultra Mobile reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information from the Web site or to use the communication systems provided by the Web site (if any) for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Web site. Any conduct by you that in Ultra Mobile's discretion restricts or inhibits any other user from using or enjoying the Web site will not be permitted.
G. You agree not to upload, post or otherwise make available on the Web site any material protected by copyright, trademark or other third party proprietary rights, including privacy and publicity rights, without the express permission of the owner of the copyright, trademark or other proprietary right, and the burden of determining that any material is not protected by copyright rests with you. You shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from any such submission.∑
H. You also agree not to impersonate any other person or to conduct yourself in a vulgar or offensive manner while using the Web site. You agree that Ultra Mobile may reject any Submissions (defined below) for any reason or no reason, including, but not limited to, vulgarity or other offensive content, which determination shall be at Ultra Mobile's sole discretion, or content protected by third party proprietary rights, including, but not limited to, copyright, trademark or publicity rights.
I. You agree that Ultra Mobile, should it accept a Submission, may include that Submission in the Web site for as long or as short a period of time as Ultra Mobile, in its sole discretion, chooses. Furthermore, you agree that Ultra Mobile may edit Submissions.
J. You agree that Ultra Mobile shall have the right, but not the obligation, to monitor the content of the Web site and to remove any material that Ultra Mobile, in its sole discretion, finds to be in violation of the provisions herein or otherwise objectionable.
K. Ultra Mobile reserves the right to discontinue any aspect of the Web site at any time.
3. Account Registration
In order to participate in the Web site, you will need to register for an account. You agree to: (i) create only one account; (ii) provide truthful, accurate, current and complete information when creating your account; (iii) maintain the security of your account by restricting access to your account and not sharing your password with others; (iv) maintain and promptly update your account information if necessary; (v) notify Ultra Mobile promptly upon learning of any security breaches relating to the Web site; and (vi) take responsibility for and accept all risk relating to any and all activities and transactions that occur under or in connection with your account.
4. Customer Information
The Web site provides users with the ability to activate customers, submit Customer Information (defined below), and to modify Customer Information from time to time (collectively, "Customer Activities"). You hereby represent, warrant and covenant that you have been expressly authorized by the applicable customer(s) to undertake all Customer Activities that you perform through the Web site or otherwise. You agree to defend, indemnify and hold harmless the Ultra Mobile Parties (defined below) from and against any and all claims, actions, obligations, demands, damages, costs, liabilities, losses and expenses (including reasonable attorneys' fees and disbursements) arising out of, or relating to, claims against the Ultra Mobile Parties (or any of them) stemming from your failure to obtain express authorization from the applicable customer(s) to undertake any Customer Activities.
5. Right to Terminate
6. Disclaimer of Opinion
Any opinions, advice, statements, or other information that constitutes part of the content expressed or made available by you or third parties on the Web site are those of the respective authors or producers and not of Ultra Mobile, its affiliates, or their respective shareholders, members, directors, managers, officers, or employees. Under no circumstances shall Ultra Mobile, its affiliates, or their respective shareholders, members, directors, managers, officers, or employees be held liable for any loss or damage caused by your reliance on information obtained through the Web site. It is your responsibility to evaluate the information, opinion, advice, or other content available through the Web site.
7. Disclaimer of Warranty
Reasonable efforts have been made to ensure the accuracy of information presented on the Web site, but the accuracy of this information cannot be guaranteed. The Web site, the Content, and any and all products or services promoted or sold via the Web site are provided on an "as is" and "as available" basis. The use of the Web site, the Content and any product or service discussed, promoted or sold via the Web site is at your own risk.
YOU EXPRESSLY AGREE THAT USE OF THE WEB SITE IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, ULTRA MOBILE, ITS PARENT, SUBSIDIARIES AND AFFILIATES, AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AND AGENTS (COLLECTIVELY, THE "ULTRA MOBILE PARTIES") DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEB SITE AND YOUR USE THEREOF. NONE OF THE ULTRA MOBILE PARTIES OR THEIR THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT THE WEB SITE WILL BE UNINTERRUPTED, ACCURATE, COMPLETE, TIMELY, RELIABLE OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WEB SITE, OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION, MATERIALS, PRODUCTS OR SERVICES PROVIDED OR ADVERTISED THROUGH THE WEB SITE. THE WEB SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THE RIGHTS OF THIRD PARTIES. NONE OF THE ULTRA MOBILE PARTIES ASSUMES ANY LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING DIRECTLY OR INDIRECTLY FROM YOUR ACCESS TO AND USE OF THE WEB SITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEB SITE, (V) ANY BUGS, SPIDERS, ROBOTS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEB SITE BY ANY THIRD PARTY, AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEB SITE. ULTRA MOBILE DOES NOT WARRANT, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE DISCUSSED, PROMOTED, ADVERTISED, OR SOLD THROUGH THIS WEB SITE OR ANY HYPERLINKED WEB SITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING. AS WITH THE PURCHASE OF A PRODUCT THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
8. Liability of Ultra Mobile
IN NO EVENT SHALL THE ULTRA MOBILE PARTIES BE LIABLE FOR ANY DAMAGES OR LOSS OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR ANY OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION: (I) LOSS OF GOODWILL, PROFITS, BUSINESS INTERRUPTION, DATA OR OTHER INTANGIBLE LOSSES; (II) YOUR INABILITY TO USE, UNAUTHORIZED USE OF, PERFORMANCE OR NON-PERFORMANCE OF THE WEB SITE; (III) UNAUTHORIZED ACCESS TO OR TAMPERING WITH PERSONAL INFORMATION OR TRANSMISSIONS; (IV) THE PROVISION OR FAILURE TO PROVIDE ANY PRODUCT OR SERVICE; (V) ERRORS OR INACCURACIES CONTAINED ON THE WEB SITE OR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES OR GRAPHICS OBTAINED THROUGH THE WEB SITE; (VI) ANY TRANSACTIONS ENTERED INTO THROUGH THE WEB SITE; (VII) ANY PROPERTY DAMAGE, INCLUDING DAMAGE TO YOUR COMPUTER OR COMPUTER SYSTEM CAUSED BY VIRUSES OR OTHER HARMFUL COMPONENTS, DURING OR ON ACCOUNT OF ACCESS TO OR USE OF THE WEB SITE OR ANY WEB SITE TO WHICH IT PROVIDES HYPERLINKS; OR (VIII) DAMAGES OTHERWISE ARISING OUT OF THE USE OF THE WEB SITE, ANY DELAY OR INABILITY TO USE THE WEB SITE, OR ANY INFORMATION OR PRODUCTS OR SERVICES OBTAINED THROUGH THE WEB SITE. THESE LIMITATIONS OF LIABILITY SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF THE ULTRA MOBILE PARTIES HAVE BEEN ADVISED OF, OR OTHERWISE SHOULD HAVE BEEN AWARE OF, THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU SPECIFICALLY ACKNOWLEDGE THAT THE ULTRA MOBILE PARTIES ARE NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. THIS WEB SITE IS CONTROLLED AND OFFERED BY ULTRA MOBILE FROM ITS OFFICES IN THE UNITED STATES OF AMERICA, AND ULTRA MOBILE MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE WEB SITE IS APPROPRIATE OR AVAILABLE IN OTHER LOCATIONS. THOSE WHO ACCESS OR USE THE WEB SITE FROM OTHER JURISDICTIONS DO SO ON THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.
If, notwithstanding the FIRST PARAGRAPH OF THIS SECTION 8, ANY ULTRA MOBILE PARTY iS found liable for any loss or damage relating to YOUR use of OR INABILITY TO USE this WEB Site, YOU agree THAT the liability of such party shall in no event exceed ONE HUNDRED DOLLARS ($100.00).
10. Third Party Advertisements; Links to Other Web Sites
Ultra Mobile may display advertisements from third parties on the Web site. Your dealings or correspondence with such third parties, and any terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third party. Ultra Mobile is not liable for any damages or losses of any sort incurred as a result of such dealings or as a resulting of such third party advertisements or information on the Web site.
11. Customer Information; Submissions
With respect to Customer Information, you automatically assign, transfer and convey – or warrant that the owner of such Customer Information has expressly assigned, transferred and conveyed – to Ultra Mobile all right, title and interest in and to such Customer Information. You further irrevocably and unconditionally agree to assign, transfer and convey exclusively to Ultra Mobile all such right, title and interest in and to all Customer Information if required in order to fulfill the purposes of this Section.
With respect to Submissions other than Customer Information, you automatically grant – or warrant that the owner of such Submission has expressly granted – to Ultra Mobile a royalty-free, perpetual, irrevocable, world-wide, non-exclusive, sublicenseable and transferable right and license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform and display the communication or content in any media or medium, or any form, format or forum now known or hereafter developed. Ultra Mobile may sublicense its rights through multiple tiers of sublicenses. You understand and agree that Ultra Mobile may choose to retain, but not display, distribute, or perform, server copies of Submissions that have been removed or deleted.
Ultra Mobile does not endorse any Submission or any opinion, recommendation, or advice expressed therein, and Ultra Mobile expressly disclaims any and all liability in connection with Submissions. Ultra Mobile does not permit copyright infringing activities and infringement of intellectual property rights on its Web site, and Ultra Mobile may remove all Submissions if properly notified that such Submission infringes on another's intellectual property rights or other rights. Ultra Mobile reserves the right to remove Submissions without prior notice.
Ultra Mobile is free to use any comments, information, ideas, concepts, reviews, or techniques or any other material contained in any Submission or other communication you may send to Ultra Mobile without compensation to you or attribution and for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products or services and creating, modifying or improving the Web site or other web sites.
Should you send any unsolicited materials or ideas, you do so with the understanding that no consideration of any sort will be provided to you, and you are waiving any claim against Ultra Mobile and its parent, subsidiaries and affiliates regarding the use of such materials and ideas, even if material or an idea is used that is substantially similar to the idea you sent.
Ultra Mobile reserves the right to reject, remove or edit Submissions at any time without notice. Submissions should not be submitted that contain: harsh, profane, vulgar or discriminatory language; illegal, obscene, threatening, defamatory or otherwise objectionable content; URLs, phone numbers, mailing or email addresses, or personal attacks; or misleading information regarding the origin of the content. You understand and agree that we may, but are not obligated to, review the content and may delete or remove it (without notice) in our sole discretion, for any reason or no reason.
12. Dispute Resolution
Before you take a dispute to arbitration, you must first write to us at:
Ultra Mobile Care Team 888-777-0446 6am-6pm PST
and give us an opportunity to resolve the dispute. Similarly, before Ultra Mobile takes a dispute to arbitration, we must first attempt to resolve it by contacting you. If the dispute cannot be satisfactorily resolved within thirty (30) days from the date you or Ultra Mobile is notified by the other of a dispute, then either party may contact the AAA in writing and request arbitration of the dispute. Information about the arbitration process and the AAA’s Arbitration Rules and its fees are available on the Internet at www.adr.org. The arbitration will be based only on written submissions of the parties and the documents submitted to the AAA relating to the dispute, unless either party requests that the arbitration be conducted using the AAA’s telephonic, online, or in-person procedures. Additional charges may apply for these procedures. Any in-person arbitration will be conducted at a location the AAA selects in Los Angeles, CA. Arbitrations under this Agreement shall be confidential as permitted by federal law. However, by filing for arbitration, you may elect to relieve both parties to the arbitration of confidentiality obligations.
Nothing in this Section 12 or otherwise shall preclude Ultra Mobile from seeking any injunctive relief in any court of competent jurisdiction for protection of Ultra Mobile’s intellectual property rights or other proprietary rights.
14. Entire Agreement
16. Information and Reports Available on the Web site
Reasonable efforts have been made to ensure the accuracy of information and reports presented on the Web site (including with respect to commission reports, customer activation information and user earnings), but the accuracy of such reports and information cannot be guaranteed. All such reports and information is subject to change at any time in the event Ultra Mobile determines that any such reports or information contains inaccuracies or is otherwise incorrect. You understand and agree that Ultra Mobile is not required to pay any commissions or other amounts based on inaccurate or incorrect information contained on the Web Site. In addition, you agree to promptly (but in no event later than 15 days after receipt of notification from Ultra Mobile) reimburse Ultra Mobile for any commission payments or other amounts paid to you based on any inaccurate or incorrect reports or information contained on the Web site.
17. Digital Millennium Copyright Act
It is Ultra Mobile’s policy to respect the intellectual property rights of others. If you are a copyright owner or an agent thereof and believe that any Submission or other communication or material infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C. § 512(c)(3) for further detail):
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Web site are covered by a single notification, a representative list of such works;
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 Ultra Mobile to locate the material;
Information reasonably sufficient to permit Ultra Mobile to contact you, such as an address, telephone number, and, if available, an electronic mail address;
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; and
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.
Ultra Mobile’s designated Copyright Agent to receive notifications of claimed infringement is:
Ultra Mobile Care Team 888-777-0446 6am-6pm PST
For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to Ultra Mobile customer service. You acknowledge that if you fail to comply with all of the requirements set forth above, your DMCA notice may not be valid.
If you are the owner or an agent thereof, of material that was removed from the Web site or disabled after Ultra Mobile received a copyright infringement notice, and you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material, you may ask that the material be restored by sending Ultra Mobile a counter-notification. Section 512(g) of the Copyright Act requires that your counter-notification include all of the following:
Your physical or electronic signature;
Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal courts in California, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, Ultra Mobile may send a copy of the counter-notice to the original complaining party informing that person that Ultra Mobile may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider or user, and provides Ultra Mobile with notice of same, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Ultra Mobile’s sole discretion.
18. Intellectual Property Notice
All content on the Web site is owned by Ultra Mobile or its licensors, and is protected by U.S. and international copyright, trademark and similar intellectual property laws. All rights in and to such content is reserved. Reproduction of any content, in whole or in part, without permission is prohibited.
19. Ability to Accept Terms