Cabicash solutions, INC (DBA Ualett)
PLEASE READ THESE TERMS OF USE CAREFULLY. THESE TERMS OF USE SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE SERVICE.
THESE TERMS OF USE REQUIRE YOU TO ARBITRATE ANY DISPUTES YOU HAVE WITH US ON AN INDIVIDUAL BASIS ONLY, AND BY USING THE SERVICE AND ENTERING INTO THESE TERMS OF USE, YOU WAIVE THE ABILITY TO BRING CLAIMS AGAINST US IN ANY COURT, TO HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY, OR TO BRING ANY CLAIMS AGAINST US IN A CLASS ACTION FORMAT (INCLUDING AS A CLASS REPRESENTATIVE OR MEMBER OF ANY PUTATIVE CLASS).
Introduction
Welcome to Ualett! These Terms of Use (the “Terms”) govern the website: https://ualett.com (including both mobile and online versions) (the “Site”), any of our mobile applications (each, an “App”) and other interactive features, content, and/or other online services that we own and control and that post a link to these Terms (collectively with the Site, the “Service”), which are made available by Cabicash Solutions, Inc., d/b/a UALETT (“Ualett,” “we,” “our,” or “us”). By using the Service, you acknowledge that your data will be collected pursuant to our Privacy Policy and you consent to the collection, use, sharing, and processing of your data in accordance with our Privacy Policy .
If you want to use the Service, then carefully read these entire Terms (including all links to details), as they constitute a written agreement between you and us and they affect your legal rights and obligations. Each time you access and/or use the Service (other than to simply read these Terms), you agree to be bound by and comply with these Terms and any Additional Terms (defined below) then posted. Therefore, do not use the Service if you do not agree.
The business realities associated with operating the Service are such that, without the limitations that are set forth in these Terms, such as your grants and waivers of rights, the limitations on our liability, your indemnity of us, and the arbitration of certain disputes, we would not make the Service available to you.
By accessing and/or using the Service, you agree to be bound by these Terms. In some instances, both these Terms and separate terms of use or sale, privacy policies, guidelines, or rules setting forth additional or different terms and/or conditions will apply to your use of the Service or to a service or product offered via the Service (in each such instance, and collectively, “Additional Terms”). For example, the Ualett Rewards Program is subject to certain Additional Terms, available here. All Additional Terms, including those referenced throughout these Terms, are incorporated herein by reference. To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise. Additionally, certain features and services made available through the Service from time to time may be governed by different terms of use.
Linkable Table of Contents
It is important that you read and understand these entire Terms before using the Service. To ease review, each section below includes a brief introductory summary and a link to the full explanation. Please note that the complete provisions, and not the headings or summaries shall govern. You can click on the headings and “More” buttons to be taken to the full explanation. Any capitalized terms have the meanings given to them where defined in the Terms.
1. Accounts
Your use of the Service may require account registration. You may have the opportunity to open, change, and close your accounts, subject to certain rules. More
2. Content, Ownership, Limited License, and Other Rights
We only grant you a limited revocable license to use the Service for your own non-commercial use subject to rules and limitations. More
3. Service and Content Use Restrictions
Your use of our Service is subject to various restrictions designed to protect the Service and our users. We may change or discontinue our Service in whole or in part at any time. More
4. Terms Applicable to Ualett Products and Services
If you utilize certain products or services from us, these terms apply. More
You agree we may provide you notices, including of new terms and conditions, by posting notice on the home page of the Service, changing the date at the beginning of these Terms, or by other reasonable means that we may elect, such as to the email address you provided. More
6. Links by You to the Service
You may link to our Service, subject to some basic rules. More
7. Linked-To Websites; Advertisements; Dealings with Third Parties
We are not responsible for third parties or their content, advertisements, apps, sites, products, and/or services. We may make advertisements and third-party content or services available to you on or via our Service, which we do not control. Use caution when dealing with third parties. More
8. Wireless Features and Text Message Communications
Wireless carrier charges may apply to use of the Service via wireless networks or Devices. If you sign up to receive text communications, please review the Terms in this section carefully. More
You agree to arbitrate most disputes, waive jury trial and class actions, and to bring many types of claims within one (1) year.More
10. Disclaimer of Representations and Warranties
We disclaim warranties to the extent permitted by applicable law and provide the Service “As Is.” More
11. Limitations of Our Liability
Our liability is greatly limited. More
12. Updates to Terms
These Terms and Additional Terms posted on the Service at each time of use apply to that use, and the Terms may be prospectively updated as our Service evolves. Posting of new Terms on the Service is notice to you thereof. More
You agree to various other terms and conditions, which you should read here, including regarding (a) our control and discretion; (b) your indemnity of us; (c) accessing the Service from your country of residence; (d) export controls; (e) enforcement and interpretation of these Terms; (f) communications with us; (g) investigations, cooperation with law enforcement, termination, and survival; (h) limit on assignment and delegation of rights and obligations; (i) how waivers may be made; and (j) your responsibility for your connectivity and access. More
14. Terms Applicable For Apple Device Users
There are some other things you should know if you are accessing or using our App through an Apple Device. More
15. Terms Applicable For Google Play Users
There are some other things you should know if you are acquiring our App from the Google Play Store. More
Full Details of the Terms of Use
1. Accounts
A. Account Service. Users can access the Service without registering for an account to view information about our products and services and other information about Ualett. Users can also register for an account to access and utilize our products and services. Please see Section 4 below regarding the terms and conditions applicable to Ualett products and services.
B. Account Access. No one under twenty-one (21) years of age is allowed to create an account on the Service. In order to access or use some of the features on the Service, you may be required to first register for an account through our registration process that we make available through the Service. The Service’s practices governing any resulting collection and use of your personal information are disclosed in our Privacy Policy. If you register for any feature that requires a password and/or username, then you will select your own password at the time of registration (or we may send you an email notification with a randomly generated initial password) and you agree that: (i) You will not use a username (or email address) that is already being used by someone else, may impersonate another person, belongs to another person, violates the intellectual property or other right of any person or entity, or is offensive. We may reject the use of any password, username, or email address for any other reason in our sole discretion; (ii) You will provide true, accurate, current, and complete registration information about yourself in connection with the registration process and, as permitted, to maintain and update it continuously and promptly to keep it accurate, current, and complete; (iii) You are solely responsible for all activities that occur under your account, password, and username—whether or not you authorized the activity; (iv) You are solely responsible for maintaining the confidentiality of your password and for restricting access to your Device (defined below) so that others may not access any password protected portion of the Service using your name, username, or password; (v) You will immediately notify us of any unauthorized use of your account, password, or username, or any other breach of security; and (vi) You will not sell, transfer, or assign your account or any account rights. We will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations. If any information that you provide, or if we have reasonable grounds to suspect that any information that you provide, is false, inaccurate, outdated, incomplete, or violates these Terms, any Additional Terms, or any applicable law, then we may suspend or terminate your account. We also reserve the more general and broad right to terminate your account or suspend or otherwise deny you access to it or its benefits—all in our sole discretion, for any reason, and without advance notice or liability. You are responsible for all activity on your account. If you violate our policies we may terminate your account. Don’t do anything illegal, abusive towards others, or that abuses our Service in a technical way.
C. Identity Authentication. You authorize us, directly or through third parties, to make any inquiries we consider necessary to validate your identity. This may include asking you for further information, requiring you to provide your date of birth, and other information that will allow us to reasonably identify you, requiring you to take steps to confirm ownership of your email address or financial instruments, requiring you to upload certain documents, such as tax or bank information, ordering a credit report, or verifying your information against third party databases or through other sources. We may also ask to see your driver’s license or other identifying documents at any time. If you use certain services on the Service, federal law may require that we verify some of your information. Ualett reserves the right to close, suspend, or limit access to your account and/or the Service in the event we are unable to obtain or verify this information.
2. Content, Ownership, Limited License, and Other Rights
A. Content. The Service contains a variety of: (i) materials and other items relating to Ualett, and its products and services, and similar items from our licensors and other third parties, including all layout, information, articles, posts, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Service, and the compilation, assembly, and arrangement of the materials of the Service and any and all copyrightable material (including source and object code); (ii) trademarks, trade dress, logos, trade names, service marks, and/or trade identities of various parties, including those of Ualett (collectively, “Trademarks”); (iii) our blog posts and news articles; and (iv) other forms of intellectual property (all of the foregoing, collectively, “Content”).
B. Ownership. The Service (including past, present, and future versions) and the Content are owned or controlled by Ualett, our parent company, our licensors, and/or certain other third parties. All right, title, and interest in and to the Content available via the Service is the property of Ualett or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent, and/or other intellectual property and unfair competition rights and laws to the fullest extent possible. Ualett owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Service.
C. Limited License to Content. Subject to your strict compliance with these Terms and any Additional Terms, Ualett grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to: download (temporary storage only), display, view, use, play, and/or print one copy of the Content (excluding source and object code in raw form or otherwise, other than as made available to access and use to enable display and functionality) on a personal computer, mobile phone or other wireless device, or other Internet enabled device (each, a “Device”) for your personal, non-commercial use only. The foregoing limited license: (i) does not give you any ownership of, or any other intellectual property interest in, any Content; and (ii) may be immediately suspended or terminated for any reason, in Ualett’s sole discretion, and without advance notice or liability. In some instances, we may permit you to have greater access to and use of Content, subject to certain Additional Terms.
D. Rights of Others. When using the Service, you must respect the intellectual property and other rights of Ualett and others. Your unauthorized use of Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability.
E. Special Notice. Ualett and its affiliates have a no-tolerance policy regarding the use of our Content, including our Trademarks or names in metatags and/or hidden text. Specifically, the use of our Trademarks in metatag keywords is trademark infringement, and the use of Trademarks in page text, metatags, and/or hidden text for purposes of gaining higher rankings from search engines is unfair competition. Framing or other association of this Service or its or its suppliers’ software or HTML code, scripts, text, artwork, photographs, images, video, and audio with links, advertisements, and/or other information not originating from the Service is expressly prohibited.
3. Service and Content Use Restrictions
A. Service Use Restrictions. You agree that you will not: (i) unless authorized by Ualett, use the Service for purposes of advertising, soliciting funds, collecting product prices, or selling products; (ii) use any meta tags or any other “hidden text” utilizing any Trademarks; (iii) engage in any activities through or in connection with the Service that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, bullying, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to Ualett; (iv) reverse engineer, decompile, disassemble, reverse assemble, or modify any Service source or object code or any software or other products, services, or processes accessible through any portion of the Service; (v) engage in any activity that interferes with a user’s access to the Service or the proper operation of the Service, or otherwise causes harm to the Service, Ualett, or other users of the Service; (vi) interfere with or circumvent any security feature of the Service or any feature that restricts or enforces limitations on use of or access to the Service or the Content; (vii) attempt to gain unauthorized access to the Service or other computer systems or networks connected to the Service, through password mining or any other means; (viii) use the Service to generate, store, or transmit infringing, libelous, or otherwise unlawful or tortuous material, or to generate, store or transmit material in violation of third-party rights (including, without limitation, privacy, copyright, trademark, and right of publicity) or material that contains inaccurate, misleading, biased, harmful, or discriminatory content; (ix) use the Service to store or transmit malicious code; (x) interfere with or disrupt the integrity or performance of the Service or any third-party data contained therein; (xi) harvest or otherwise collect or store any personal information using the Service; (xii): (a) use false or deceptive identities, names, or accounts in connection with the Service, (b) deploy bots, malware, viruses, crawlers, or scrapers on the Service, (c) engage in any activities that are designed to defraud or game Ualett or third parties, or (d) deploy, or permit any third party to deploy, any technology on, or in connection with, Ualett or Ualett branded sites, systems, or services that can enable the tracking of Site or Service activities or users, except with Ualett prior express written approval; (xiii) use the Service to develop machine learning models or related technology; or (xiv) otherwise violate these Terms or any Additional Terms. For clarity, any use of the Service for purposes of monitoring availability, performance, functionality, or pricing, or for any other competitive or commercial purpose, including, but not limited to, benchmarking, reverse engineering, or developing a competing product or service, using crawlers, scrapers, or any other automatic system, software, or tool, is strictly prohibited.
B. Content Use Restrictions. You also agree that, in using the Service: (i) you will not monitor, gather, copy, or distribute the Content (except as may be a result of standard search engine activity or use of a standard browser) on the Service by using any robot, rover, “bot,” spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind; (ii) you will not frame or utilize framing techniques to enclose any such Content (including any images, text, or page layout); (iii) you will keep intact all Trademark, copyright, and other intellectual property notices contained in such Content; (iv) you will not use such Content in a manner that suggests an unauthorized association with any of our or our licensors’ products, services, or brands; (v) you will not copy, modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate, or transfer to any third party or on any third-party application or website, or otherwise use or exploit such Content in any way for any purpose except as specifically permitted by these Terms or any Additional Terms or with the prior written consent of an officer of Ualett or, in the case of Content from a licensor, the owner of the Content; and (vi) you will not insert any code or product to manipulate such Content in any way that adversely affects any user experience.
C. Availability of Service and Content. Ualett may immediately modify, interrupt, suspend, or terminate the availability of the Service and Content (and any elements and features of them), in whole or in part, for any reason, in Ualett’s sole discretion, and without advance notice or liability.
D. Reservation of All Rights Not Granted as to Content and Service. These Terms and any Additional Terms include only narrow, limited grants of rights to Content and to use and access the Service. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. All rights not expressly granted to you are reserved by Ualett and its licensors and other third parties. Any unauthorized use of any Content or the Service for any purpose is prohibited.
4. Terms Applicable to Ualett Products and Services
A. Generally. To utilize any products or services we make available on the Service, you must be at least twenty-one (21) years of age. Prior to utilizing any of our products or services, you may be required to provide us with certain information, such as your bank account information, your driver’s license or other identifying information, and/or any other information that we may request in order to provide products or services to you. By submitting any information to us or our third-party service providers, you agree that you authorize us and/or our third-party service providers to process your information in accordance with these Terms, our Privacy Policy , the third-party service provider’s terms of service, and/or the third-party service provider’s privacy policy, as applicable.
B. Eligibility. U.S. Persons. Our products and services are available only to U.S. Persons who are physically located in the United States at the time of account opening. For purposes of these Terms, a “U.S. Person” means a citizen of the United States or a lawful permanent resident of the United States. We determine your eligibility using the identification and other information you provide during account registration and onboarding, as described in Section 1(C), and you are not required to make a separate representation regarding your citizenship or status. You authorize us, directly or through third parties, to collect and use information from your Device, including IP address, device identifiers, and geolocation data, to verify your location at the time of account opening and on an ongoing basis. If we are unable to verify that you meet these requirements, we may decline your application or close, suspend, or limit access to your account and/or the Service. Ualett may modify, expand, or restrict these eligibility requirements at any time, in our sole discretion, and without advance notice or liability.
C. Products and Services. The following terms are applicable to certain Ualett products and services:
- Merchant Cash Advance. Ualett offers a merchant cash advance product pursuant to you may sell and Ualett may purchase your future receivable revenue. Additional terms apply. Please review your Merchant Cash Advance Agreement for further details.
- International Remittances. Ualett provides access to international remittance services, subject to successful onboarding, identity verification, eligibility requirements, and ongoing compliance with Ualett’s Terms and Conditions, applicable payment partner terms and conditions, security controls, and platform requirements. Service availability is subject to additional verification, transaction limits, regulatory restrictions, and payment partner approval, where applicable. Additional terms and fees may apply and will be disclosed as required by applicable law prior to completing a transfer.
D.. Modifications to Products/Services and Billing Terms. All descriptions, images, references, features, content, information, specifications, products, services, and pricing terms described or depicted in connection with the Service are subject to change at any time without notice. We cannot and do not guarantee the accuracy or completeness of any information, including product details, specifications, availability, and services, including for any products or services sold by third parties. Descriptive, typographic, and photographic errors are subject to correction and we shall have no liability of any kind for such errors. PRODUCTS AND SERVICES DISPLAYED ON THE SERVICE MAY NOT BE AVAILABLE AT ALL TIMES AND MAY BE SUBSTITUTED OR DISCONTINUED AT ANY TIME. UALETT RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ITS PRODUCTS AND SERVICES AND BILLING METHODS, EFFECTIVE IMMEDIATELY UPON POSTING ON THE SERVICE OR BY EMAIL DELIVERY TO YOU.
E. Offers and Discounts. For most promotions, restrictions apply. See offer for full terms and conditions applicable thereto. Unless otherwise stated, offers are not valid on previously utilized or purchased products, services, or taxes, there is no cash value, and there is a limit of one (1) offer per person. Unless otherwise stated, offers may not be transferred or combined with other offers or promotions. Offers are only accepted for a limited time. Please read the details of each offer, as terms vary. We reserve the right to modify, suspend, impose conditions on, or cancel offers at any time without notice. We have no obligation for payment of any tax in conjunction with the distribution or use of any offer. You are required to pay any applicable tax related to the use of the offer.
5. Notices and Questions
You agree that: (a) we may give you notices of new, revised or changed terms and other important matters by prominently posting notice on the homepage of the Service, or in another reasonable manner that we may elect; and (b) we may contact you by mail or email sent to the address provided by you. You agree to promptly notify us if you change your email or mailing address by updating your account information.
If you have a question regarding using the Service, you may contact us at support@ualett.com or 718-509-9710, or by submitting a form on our “Contact” page. You acknowledge that the provision of customer support is at Ualett’s sole discretion and that we have no obligation to provide you with customer support of any kind.
6. Links by You to the Service
We grant you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to create hyperlinks to the Service, so long as: (a) the links only incorporate text, and do not use any Trademarks; (b) the links and the content on your website do not suggest any affiliation with Ualett or cause any other confusion; and (c) the links and the content on your website do not portray Ualett or its products or services in a false, misleading, derogatory, or otherwise offensive matter, and do not contain content that is unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party or are otherwise objectionable to Ualett. Ualett reserves the right to suspend or prohibit linking to the Service for any reason, in its sole discretion, without advance notice or any liability of any kind to you or any third party.
7. Linked-To Websites; Dealings with Third Parties
A. Linked Service; Advertisements. The Service may contain links, as part of third-party advertisements on the Service or otherwise, to or from third-party websites (“Linked Service”), including websites operated by advertisers, licensors, licensees, and certain other third parties who may have business relationships with Ualett. Ualett may have no control over the content, operations, policies, terms, or other elements of Linked Service, and Ualett does not assume any obligation to review any Linked Service. Ualett does not endorse, approve, or sponsor any Linked Service, or any third-party content, advertising, information, materials, products, services, or other items. Furthermore, Ualett is not responsible for the quality or delivery of the products or services offered, accessed, obtained by or advertised at such Linked Service. Finally, Ualett will under no circumstances be liable for any direct, indirect, incidental or special loss or other damage, whether arising from negligence, breach of contract, defamation, infringement of copyright or other intellectual property rights, caused by the exhibition, distribution or exploitation of any information or content contained within these third-party Linked Service. Any activities you engage in connection with any of the same are subject to the privacy and other policies, terms and conditions of use and/or sale, and rules issued by the operator of Linked Service. Ualett disclaims all liability in connection therewith.
B. Advertiser Compensation Disclosure. From time to time, we may advertise or otherwise recommend advertisers, sponsors, affiliates, and other third-party products and services (collectively, “Advertisers”). Ualett receives monetary and other forms compensation from Advertisers for various advertising, sponsorships, partnerships, and/or promotional campaigns that we feature on the Service. Thus, there may be a paid connection between each product or service mentioned, reviewed, or recommended on this Service and the Advertiser (i.e., the owner of that third party product or service). If you ultimately decide to purchase or engage with a product or service mentioned on the Service, Ualett may receive additional compensation from that purchase from the Advertiser. Every effort has been made by Ualett to provide true and accurate statements with regards to any and all products or services mentioned, reviewed, or recommended by Ualett on this Service. Further, the Service may post or otherwise promote content, including editorial content, which may feature third-party products and services (the “Advertiser Products”) and which may link to third-party owned and operated websites where you can purchase Advertiser Products. If you click on a link to an Advertiser Product on the Service and then follow the link to purchase an Advertiser Product on the Advertiser’s website, Ualett may receive compensation from the Advertiser offering the Advertiser Product. The content featuring Advertiser Products may not always be identified on the Service as paid or sponsored content and the compensation that we receive from Advertisers may influence what content, topics, or posts we make on the Service and where they are posted. Even though we may receive compensation in connection with your purchase of Advertiser Products as outlined above, we still seek to provide our honest opinions, findings, beliefs, and experiences as they relate to the products and services that are featured on the Service.
C. Dealings with Third Parties. Any interactions, correspondence, transactions, and other dealings that you have with any third parties found on or through the Service (including on or via Linked Service or advertisements) are solely between you and the third party (including issues related to the content of third-party advertisements, payments, delivery of goods, warranties (including product warranties), privacy and data security, and the like). Ualett disclaims all liability in connection therewith.
8. Wireless Features and Text Message Communications
A. Wireless Features. The Service may offer certain features and services that are available to you via your wireless Device. These features and services may include the ability to access the Service’s features and upload content to the Service, receive messages from the Service, and download applications to your wireless Device. Standard messaging, data, and other fees may apply. Fees and charges may appear on your wireless bill or be deducted from your pre-paid balance.
B. Terms of Wireless Features. You agree that we may send communications to your wireless Device regarding your account, us or other parties. Further, we may collect information related to these communications. If you have registered via the Service for these communications, then you agree to notify us of any changes to your wireless contact information (including phone number) and update your account on the Service to reflect the changes.
C. Your Consent to Receive Automated Messaging/Texts. By signing-up for communications from or on behalf of Ualett, you are agreeing to receive ongoing and recurring informational and/or marketing messages from Ualett and/or third-parties acting on our behalf, at the telephone number(s) you provide, including, but not limited to, text messages (such as SMS, MMS, RCS, or successor protocols or technologies) (collectively, “Messages”) sent using an auto-dialer and/or any other automated system or method. Message frequency varies. These Messages may include information about promotional content, including advertisements, events, polls, giveaways, profile completion reminders, product reminders, and/or your relationship with Ualett, and may be sent after regular business hours. You understand that you do not have to agree to receive automated marketing Messages as a condition of purchasing any goods or services. While you consent to receive Messages sent using an auto-dialer, the foregoing shall not be interpreted to suggest or imply that any or all of the Messages are sent using an automatic telephone dialing system (“ATDS” or “autodialer”). You acknowledge that Messages may be sent to your telephone number(s) even if your telephone number(s) is registered on any state or federal Do Not Call list. You agree to receive Messages from or on behalf of Ualett, even if you terminate your relationship with us, except if you opt-out. You can stop receiving messages at any time by following the Opt-Out Instructions below. For help, text “HELP” in response to any Message from us or contact us at support@ualett.com.
D. Provision of Telephone Numbers and Other Contact Information. You verify that any contact information you provide to Ualett, our respective agents, and affiliates, including, but not limited to, your name, mailing address, email address, your residential, business, and/or mobile telephone number(s), is true and accurate. You verify that you are the current subscriber or owner of any telephone number that you provide. You are strictly prohibited from providing a phone number that is not your own. If you provide your phone number(s) in conjunction with a business account, you represent and warrant that any such number is a business telephone number and agree it shall not be treated as a residential telephone line for purposes of any communications from or on behalf of Ualett. If we discover that any information provided in connection with your registration is false or inaccurate, we may suspend or terminate your account access and/or text program enrolment at any time. Should any of your contact information change, including ownership of your telephone numbers, you agree to immediately notify us before the change goes into effect, including by texting “STOP” to any text message you receive from us. In the event that you get a new telephone number, you will need to contact us via email at support@ualett.com or via phone number at (844)844-2488 to update the phone number associated with your account.
E. Opt-Out Instructions. Your consent to receive automated Messages is completely voluntary. You may opt-out at any time, including by replying “STOP” to any Message you receive from us or by emailing us at support@ualett.com and specifying that you want to opt out of automated Messages. When opting out of Messages, you acknowledge and agree to accept a final Message confirming your opt-out; this Message may also seek to clarify the scope of your opt-out. You waive any rights to bring claims for unauthorized or undesired Messages by failing to opt-out immediately or by failing to follow these instructions. Please allow up to ten (10) business days (unless otherwise required by applicable law) to process any opt-out request. It is possible that third parties may have your contact information and you may continue to receive communications from these third parties despite an opt out request. We are not responsible for unwanted contact from third parties. Please contact third parties directly to inform them of your communication preferences.
F. Call Recording and Monitoring. You acknowledge that all communications, including telephone calls, voicemails, and Messages to, from or through Ualett and/or our agents, independent contractors, and affiliates, may be monitored and recorded and you consent to such monitoring and recording.
G. Fees and Charges. There is no fee to receive automated Messages from us, our agents, affiliates, and independent contractors. However, you may incur a charge for these Messages from your telephone carrier or service provider, which is your sole responsibility. Messaging and data rates may apply. Check your telephone plan and contact your carrier for details. You represent and warrant that you are authorized to incur such charges and acknowledge that Ualett, our agents, affiliates, and independent contractors are not responsible for such charges. Your obligations under this provision will survive termination of these Terms.
H. Unauthorized Use of Your Telephone Device. You must notify us immediately of any breach of security or unauthorized use of your telephone device. Although we, our agents, affiliates, and independent contractors will not be liable for losses caused by any unauthorized use of your telephone device, you may be liable for the losses of Ualett, our agents, affiliates, and independent contractors or others due to such unauthorized use.
I. MMS Disclosure. Ualett will send SMS TMs (terminating messages) if your mobile device does not support MMS messaging.
J. Participant Requirements. You must have a wireless device of your own, capable of two-way messaging, be using a participating wireless carrier, and be a wireless service subscriber with text messaging service. Not all cellular phone providers carry the necessary service to participate. Check your phone capabilities for specific text messaging instructions.
K. Age Restriction. You may not sign up for Messages if you are under twenty-one (21) years of age. By signing up for Messages, you acknowledge and agree that you are at least twenty-one (21) years of age and that you are permitted by your jurisdiction’s applicable law to consent to receive Messages. If we learn that you are under twenty-one (21) years of age, we may discontinue sending messages to you without notice.
9. Dispute Resolution
PLEASE READ THIS ENTIRE SECTION CAREFULLY, AS YOU ARE WAIVING CERTAIN LEGAL RIGHTS IN THE EVENT OF ANY DISPUTE WITH US AND ARE AGREEING TO BINDING INDIVIDUAL ARBITRATION, AMONG OTHER THINGS.
A. First – Try to Resolve Disputes and Excluded Disputes. If any controversy, allegation, or claim arises out of or relates to the Service, the Content, these Terms, or any Additional Terms, whether heretofore or hereafter arising (collectively, “Dispute”), or to any of Ualett’s actual or alleged intellectual property rights (an “Excluded Dispute”), which includes those actions set forth in Section 9(D), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such contact information exists or if such information is not current, then we have no obligation under this Section 9(A). Your notice to us must be sent via certified U.S. mail to Cabicash Solutions Inc., 1000 N. West Street, Suite 1200, Wilmington, DE 19801 or via email at support@ualett.com. The written description included in your notice must be on an individual basis and provide at least the following information: your name; the nature or basis of the claim or dispute; the date of any purchase or transaction at issue (if any and if available), and the relief sought. For a period of sixty (60) days from the date of receipt of notice from the other party, Ualett and you will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, through an informal telephonic dispute resolution conference between you and Ualett in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either you or Ualett to resolve the Dispute or Excluded Dispute on terms with respect to which you and Ualett, in each of our sole discretion, are not comfortable. The informal telephonic dispute resolution conferences shall be individualized such that a separate conference must be held each time either party intends to commence individual arbitration; multiple individuals initiating claims cannot participate in the same informal telephonic dispute resolution conference. If either party is represented by counsel, that party’s counsel may participate in the informal telephonic dispute resolution conference, but the party also must appear at and participate in the conference. This informal dispute resolution process is a prerequisite and condition precedent to commencing any formal dispute resolution proceeding. The parties agree that any relevant limitations period and filing fee or other deadlines will be tolled while the parties engage in this informal dispute resolution process. Certain portions of this Section 9(A) are deemed to be a “written agreement to arbitrate” pursuant to the U.S. Federal Arbitration Act (“FAA”). You and Ualett agree that we intend that this Section 9(A) satisfies the “writing” requirement of the FAA.
B. Binding Arbitration. If we cannot resolve a Dispute as set forth in Section 9(A) within sixty (60) days of receipt of the notice, then ANY DISPUTE ARISING BETWEEN YOU AND UALETT OR ANY OF ITS AGENTS, VENDORS, CONTRACTORS, OR OTHER THIRD PARTY BENEFICIARY OF THESE TERMS (whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, any other intentional tort or negligence), common law, constitutional provision, respondeat superior, agency or any other legal or equitable theory), whether arising before or after the effective date of these Terms, MUST BE RESOLVED BY FINAL AND BINDING INDIVIDUAL ARBITRATION. The FAA, not state law, shall govern the arbitrability of all disputes between Ualett and you regarding these Terms (and any Additional Terms) and the Service including the No Class Action Matters section below. BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY. Ualett and you agree, however, that the applicable state, federal, or provincial law, as contemplated in Section 9(J) below, shall apply to and govern, as appropriate, any and all claims or causes of action, remedies, and damages arising between you and Ualett regarding these Terms and the Service, whether arising or stated in contract, statute, common law, or any other legal theory, without regard to any jurisdiction’s choice of law principles. An Excluded Dispute will only be subject to binding arbitration pursuant to this Section 9 if the parties mutually agree. Any Dispute will be resolved solely by binding arbitration in accordance with the then-current: (i) Consumer Arbitration Rules of the American Arbitration Association (“AAA”) then in effect if the matter involves a “consumer” agreement as defined by Consumer Arbitration Rule R-1; or, if such Consumer Arbitration Rules do not apply, then: (ii) the Commercial Arbitration Rules (collectively, “Rules”) of the AAA, except as modified herein, and the arbitration will be administered by the AAA. If a party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling to set a hearing, then either party can elect to have the arbitration administered by Judicial Arbitration and Mediation Service Inc. (“JAMS”) using JAMS’s streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that you and an officer or legal representative of Ualett consent to in writing.
C. Arbitration Process. If after sixty (60) days the informal dispute resolution procedure set forth in Section 9(A) above is unsuccessful in resolving the parties’ dispute, a party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the Rules. (The AAA provides applicable forms for Demands for Arbitration available at https://www.adr.org/sites/default/files/Demand_for_Arbitration_0.pdf (Commercial Arbitration Rules) and https://www.adr.org/sites/default/files/Consumer_Demand_for_Arbitration_Form_1.pdf (Consumer Arbitration Rules), and a separate affidavit for waiver of fees for California residents only is available at https://adr.org/sites/default/files/Waiver_of_Fees_CA_Only.pdf.) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state or county in which you reside. The parties will first attempt to agree on an arbitrator. If the parties are unable to agree upon an arbitrator within twenty-one (21) days of receiving the AAA’s list of eligible neutrals, then the AAA will appoint the arbitrator in accordance with the Rules. The arbitration may be conducted by telephone or based on written submissions, and if an in-person hearing is required, then it will be conducted in the county where you live or at another mutually agreed upon location. You and we will pay the administrative and arbitrator’s fees and other costs (and please note that you will be responsible for a portion or percentage of such fees) in accordance with the requirements of the Rules; but if the Rules (or other applicable arbitration rules or laws) require Ualett to pay a greater portion or all of such fees and costs in order for this Section 9 to be enforceable, then Ualett will have the right to elect to pay the fees and costs and proceed to arbitration. Except as set forth in Section 9(D), the arbitration will be conducted by a single arbitrator who will apply and be bound by these Terms and any Additional Terms, and will determine any Dispute according to applicable law and facts based upon the record and no other basis, and will issue a reasoned award only in favor of the individual party seeking relief and only to the extent to provide relief warranted by that party’s individual claim. The arbitrator will render an award within the time frame specified in the Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the Rules, and these Terms. The arbitrator’s award of damages and/or other relief must be consistent with the terms of the Limitations of Our Liability Section below as to the types and the amounts of damages or other relief for which a party may be held liable. If a claim is brought seeking public injunctive relief and a court determines that the restrictions prohibiting the arbitrator from awarding relief on behalf of third parties are unenforceable with respect to such claim (and that determination becomes final after all appeals have been exhausted), the claim for public injunctive relief will be determined in court and any individual claims will be arbitrated. In such a case, the court shall stay the claim for public injunctive relief until the arbitration pertaining to individual relief has been entered in court. In no event will a claim for public injunctive relief be arbitrated. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of the arbitration and class action waiver provisions are for the court to decide. Attorneys’ fees will be available to the prevailing party in the arbitration only if authorized under applicable substantive law governing the claims in the arbitration. If the arbitrator finds that either the substance of a claim or the relief sought in a Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in U.S. Federal Rule of Civil Procedure 11(b)), the other party will have the right to recover its attorneys’ fees and expenses. This arbitration provision shall survive termination of these Terms or the Service. You can obtain AAA and JAMS procedures, rules, and fee information as follows: AAA: 800.778.7879 and http://www.adr.org and JAMS: 800.352.5267 and http://www.jamsadr.com.
D. Special Additional Procedures for Mass Arbitration. If twenty-five (25) or more similar claims are asserted against Ualett by the same or coordinated counsel or are otherwise coordinated, you understand and agree that the resolution of your Dispute might be delayed. You also agree to the following coordinated bellwether process and application of the AAA Multiple Consumer Case Filing Fee Schedule (if applicable). Counsel for the claimants and counsel for Ualett shall each select five (5) cases (per side) to proceed first in individual arbitration proceedings as part of a bellwether process; the parties may but are not required to agree in writing to modify the number of cases to be included in the bellwether process. The remaining cases shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those cases until they are selected to proceed to individual arbitration proceedings pursuant to this provision. In the bellwether process, a single arbitrator shall preside over each case. Only one case may be assigned to each arbitrator during the bellwether process unless the parties agree otherwise. After decisions have been rendered in the first ten (10) cases, Ualett and all claimants shall engage in a global mediation in an attempt to resolve the remaining cases with the benefit of the decisions in the bellwether cases. If the parties are unable to resolve the remaining cases after the mediation, each side shall select another ten (10) cases (per side) to proceed to individual arbitration proceedings as part of a second bellwether process. After decisions have been rendered in the second group of twenty (20) cases, Ualett and all claimants shall engage in a second global mediation in an attempt to resolve the remaining cases with the benefit of the decisions in the decided bellwether cases; if a global settlement cannot be reached in the second mediation, the parties also may discuss with the mediator the process for resolving the remaining cases with the benefit of the decisions in the first two (2) rounds of bellwether cases; the parties are not required to agree to any modifications to the process set forth herein. Absent a settlement or agreement to modify the procedure for arbitrating the remaining cases, in order to increase the efficiency of administration and resolution of arbitrations, the arbitration provider shall: (i) administer the arbitration demands in batches of fifty (50) demands per batch (to the extent there are fewer than fifty (50) arbitration demands left over after the batching described above, a final batch will consist of the remaining demands); (ii) designate one (1) arbitrator for each batch; and (iii) provide for a single filing fee due per side per batch. You agree to cooperate in good faith with Ualett and the arbitration provider to implement such a “batch approach” or other similar approach to provide for an efficient resolution of claims, including the payment of single filing and administrative fees for batches of claims. This “batch arbitration” provision shall in no way be interpreted as authorizing class arbitration of any kind. Ualett does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances, except as set forth in this Section 9(D). The statute of limitations and any filing fee deadlines shall be tolled for claims subject to this Section 9(D) from the time of the first cases are selected for a bellwether process until the time your case is selected to proceed, withdrawn, or otherwise resolved. A court shall have authority to enforce this Section 9(D) and, if necessary, to enjoin the mass filing or prosecution of arbitration demands against Ualett.
E. Limited Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE (BUT NOT AN EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 9(A)) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES—OR IT WILL BE FOREVER BARRED. Commencing means, as applicable: (i) by delivery of written notice as set forth above in Section 9(A); (ii) filing for arbitration with JAMS as set forth in Section 9(B); or (c) filing an action in state or federal court. The parties expressly waive any contrary statute of limitations or time bars, both legal and equitable, to the Disputes.
F. Injunctive Relief. The foregoing provisions of this Section 9 will not apply to any legal action taken by a party 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 Service, the Content, these Terms and/or Ualett’s intellectual property rights (including such that Ualett may claim are in dispute), Ualett’s operations, and/or Ualett’s products or services.
G. No Class Action Matters. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. Except as expressly contemplated for mass arbitrations set forth in Section 9(D), Disputes will be arbitrated only on an individual basis and will not be joined or consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. There shall be no right or authority for any Dispute to be arbitrated on a class action basis or on any basis involving Disputes brought in a purported representative capacity on behalf of the general public, or other persons or entities similarly situated. But if, for any reason, any court with competent jurisdiction holds that this restriction is unconscionable or unenforceable, then our agreement in Section 9(B) to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Section 9(H). Notwithstanding any other provision of this Section 9, any and all issues relating to the scope, interpretation and enforceability of the class action waiver provisions contained herein (described in this No Class Action Matters section), are to be decided only by a court of competent jurisdiction, and not by the arbitrator. The arbitrator does not have the power to vary these class action waiver provisions. Notwithstanding any other provision of this Agreement, if the foregoing class action waiver and prohibition against class arbitration is determined to be invalid or unenforceable, then this entire arbitration agreement shall be void. If any portion of this arbitration agreement other than the class action waiver and prohibition against class arbitration is deemed invalid or unenforceable, it shall not invalidate the remaining portions of this arbitration agreement.
H. Federal and State Courts in New York, New York. Except where arbitration is required above, small claims actions, or with respect to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute arising hereunder may only be instituted in state or federal court in New York, New York. Accordingly, you and Ualett consent to the exclusive personal jurisdiction and venue of such courts for such matters.
I. Small Claims Matters Are Excluded from Arbitration Requirement. Notwithstanding the foregoing, either of us may bring qualifying claims of Disputes (but not Excluded Disputes) in small claims court on an individual basis for disputes and actions within the scope of such court’s competent jurisdiction.
J. Governing Law. These Terms and any Additional Terms will be governed by and construed in accordance with, and any Dispute and Excluded Dispute will be resolved in accordance with, the laws of the State of New York, without regard to its conflicts of law provisions.
10. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
YOUR ACCESS TO AND USE OF THE SERVICE ARE AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS. Therefore, to the fullest extent permissible by law, Ualett, its parent company and subsidiaries, and each of their respective employees, officers, directors, members, managers, shareholders, agents, vendors, licensors, licensees, service providers, contractors, customers, successors, and assigns (collectively, the “Ualett Parties”), hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to:
(a) the Service (including the Content);
(b) the functions, features, or any other elements on, or made accessible through, the Service;
(c) any products or services offered or referenced at or linked through the Service;
(d) security associated with the transmission of any information via the Service;
(e) whether the Service or any products and services offered through the Service, or the servers that make the Service or any products and services offered through the Service available are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact your Device);
(f) whether the information (including any instructions) on the Service is accurate, complete, correct, adequate, useful, timely, or reliable;
(g) whether any defects to, or errors on, the Service or any products and services offered through the Service will be repaired or corrected;
(h) whether your access to the Service or any products and services offered through the Service will be uninterrupted;
(i) whether the Service or any products and services offered through the Service will be available at any particular time or location; and
(j) whether your use of the Service or any products and services offered through the Service is lawful in any particular jurisdiction.
EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN OR IN ADDITIONAL TERMS PROVIDED BY AN UALETT PARTY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE UALETT PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.
Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimers may not apply to the extent such jurisdictions’ laws are applicable.
11. LIMITATIONS OF OUR LIABILITY
TO THE EXTENT PERMITTED UNDER ANY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ANY UALETT PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, INCLUDING PERSONAL INJURY OR DEATH OR FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL LOSSES OR DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO:
(a) the Service (including the Content);
(b) any communications (including text messages) you receive from Ualett or the Service;
(c) your use of or inability to use the Service or any products or services offered though the Service;
(d) any action taken in connection with an investigation by Ualett Parties or law enforcement authorities regarding your access to or use of the Service;
(e) any action taken in connection with copyright or other intellectual property owners or other rights owners;
(f) any injury or damages you sustain directly or indirectly as a result of your use of the Service or other Ualett products or services;
(g) any damages to your personal property as a result of your use of the Service or other Ualett products or services;
(h) any errors or omissions in the Service’s technical operation; or
(i) any damage to any user’s computer, mobile device, hardware, software, modem, or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or damages in the form of lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or equipment failure or malfunction.
The foregoing limitations of liability will apply even if any of the foregoing events or circumstances were foreseeable and even if Ualett Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Service).
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages of the sort that are described above, so the above limitation or exclusion may not apply to you.
EXCEPT AS MAY BE PROVIDED IN ANY ADDITIONAL TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL UALETT PARTIES’ TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SERVICE AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID UALETT TO ACCESS THE SERVICE OR IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S); PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE. FOR PURPOSES OF CLARITY, THE PRIOR SENTENCE DOES NOT EXPAND OR LIMIT ANY EXPRESS, WRITTEN PRODUCT WARRANTY THAT IS PROVIDED BY US.
12. Updates to Terms
These Terms (or if applicable Additional Terms), in the form posted at the time of your use of the applicable services to which it applies, shall govern such use (including transactions entered during such use). AS OUR SERVICE EVOLVES, THE TERMS AND CONDITIONS UNDER WHICH WE OFFER THE SERVICE MAY PROSPECTIVELY BE MODIFIED AND WE MAY CEASE OFFERING THE SERVICE UNDER THE TERMS OR ADDITIONAL TERMS FOR WHICH THEY WERE PREVIOUSLY OFFERED. ACCORDINGLY, EACH TIME YOU SIGN IN TO OR OTHERWISE USE THE SERVICE YOU ARE ENTERING INTO A NEW AGREEMENT WITH US ON THE THEN APPLICABLE TERMS AND CONDITIONS AND YOU AGREE THAT WE MAY NOTIFY YOU OF OTHER TERMS BY POSTING THEM ON THE SERVICE (OR IN ANY OTHER REASONABLE MANNER OF NOTICE WHICH WE ELECT), AND THAT YOUR USE OF THE SERVICE AFTER SUCH NOTICE CONSTITUTES YOUR GOING FORWARD AGREEMENT TO THE OTHER TERMS FOR YOUR NEW USE AND TRANSACTIONS. Therefore, you should review the posted Terms of Use and any applicable Additional Terms each time you use the Service (at least prior to each transaction or submission). The Additional Terms will be effective as to new use and transactions as of the time that we post them, or such later date as may be specified in them or in other notice to you. However, the Terms (and any applicable Additional Terms) that applied when you previously used the Service will continue to apply to such prior use (i.e., changes and additions are prospective only) unless mutually agreed. In the event any notice to you of new, revised, or additional terms is determined by a tribunal to be insufficient, the prior agreement shall continue until sufficient notice to establish a new agreement occurs. You should frequently check the home page and the email you associated with your account for notices, and you agree that the means set forth in these Terms are all reasonable manners of providing you with notice. You can reject any new, revised, or additional terms by discontinuing use of the Service and related services.
13. General Provisions
A. Ualett’s Consent or Approval. As to any provision in these Terms or any Additional Terms that grants Ualett a right of consent or approval, or permits Ualett to exercise a right in its “sole discretion,” Ualett may exercise that right in its sole and absolute discretion. No opt-in consent or approval may be deemed to have been granted by Ualett without being in writing and signed by an officer of Ualett.
B. Indemnity. You agree to, and you hereby, defend, indemnify, and hold the Ualett Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any Ualett Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with, whether occurring heretofore or hereafter: (i) your use of the Service, Ualett products and services, and/or your activities in connection with the Service or Ualett products and services; (ii) your actual or alleged breach of these Terms or any Additional Terms; (iii) your actual or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Service or your activities in connection with the Service, including, without limitation, the federal Telephone Consumer Protection Act and state law equivalent statutes, including claims relating to your voluntary provision of a telephone number that is not owned by you and/or your failure to notify us of any changes in your contact information, including telephone number; (iv) information or material transmitted through your Device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (v) any misrepresentation made by you; (vi) any other party’s access and/or use of the Service with your account; and (vii) Ualett Parties’ use of the information or content that you submit to us (all of the foregoing, “Claims and Losses”). You will cooperate as fully required by Ualett Parties in the defense of any Claims and Losses. Notwithstanding the foregoing, Ualett Parties retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. Ualett Parties reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of a Ualett Party.
C. Operation of Service; Availability of Products and Service; International Issues. Ualett controls and operates the Service from its U.S.-based offices, and the Service is primarily intended for users located in the U.S. Ualett makes no representation that the Service is appropriate or available for use beyond the U.S. These Terms comply with U.S. law only. If you use the Service from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply. The Service may describe products and services that are available only in the U.S. (or only parts of it) and are not available worldwide. We reserve the right to limit the availability of the Service and/or the provision of any content, program, product, service, or other feature described or available on the Service to any person, entity, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service, or other feature that we provide. You and we disclaim any application to these Terms of the Convention on Contracts for the International Sale of Goods.
D. Export Controls. Software related to or made available by the Service may be subject to export controls of the U.S. No software from the Service may be downloaded, exported, or re-exported: (i) into (or to a national or resident of) any country or other jurisdiction to which the U.S. has embargoed goods, software, technology or services (which, as of the effective date of these Terms, includes Cuba, North Korea, Iran, Sudan, and Syria); (ii) 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; or (iii) to anyone on the U.S. Department of Commerce’s Bureau of Industry and Security Entities List as published in the Export Administration Regulations (including entities engaged in weapons of mass destruction proliferation in various countries and persons and entities that are suspected of diverting U.S. origin items to embargoed countries or terrorist end-uses). You are responsible for complying with all trade regulations and laws both foreign and domestic. Except as authorized by law, you agree and warrant not to export or re-export the software to any county, or to any person, entity, or end-user subject to U.S. export controls, including as set forth in subsections (i)–(iii) above.
E. Severability; Interpretation. If any provision of these Terms, or any Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms or the Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms or the Additional Terms (which will remain in full force and effect). To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter. Wherever the word “including” is used in these Terms or any Additional Terms, the word will be deemed to mean “including, without limitation.” The summaries of provisions and section headings are provided for convenience only and shall not limit the full Terms.
F. Communications. As permitted by applicable law, when you communicate with us electronically, such as via email and/or text message, you consent to receive communications from us electronically. Please note that we are not obligated to respond to inquiries that we receive. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
G. Investigations; Cooperation with Law Enforcement; Termination; Survival. Ualett reserves the right, without any limitation, to: (i) investigate any suspected breaches of its Service security or its information technology or other systems or networks; (ii) investigate any suspected breaches of these Terms and any Additional Terms; (iii) investigate any information obtained by Ualett in connection with reviewing law enforcement databases or complying with criminal laws; (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters; (v) prosecute violators of these Terms and any Additional Terms; and (vi) discontinue the Service, in whole or in part, or, except as may be expressly set forth in any Additional Terms, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to Ualett under these Terms or any Additional Terms. Upon suspension or termination of your access to the Service, or upon notice from Ualett, all rights granted to you under these Terms or any Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Service. The provisions of these Terms and any Additional Terms, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to Ualett in these Terms, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.
H. Assignment. Ualett may assign its rights and obligations under these Terms and any Additional Terms, in whole or in part, to any party at any time without any notice. These Terms and any Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of Ualett.
I. No Waiver. Except as expressly set forth in these Terms or any Additional Terms: (i) no failure or delay by you or Ualett in exercising any of rights, powers, or remedies hereunder will operate as a waiver of that or any other right, power, or remedy; and (ii) no waiver or modification of any term of these Terms or any Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced. For avoidance of doubt, nothing herein shall be construed to restrict Ualett’s right to amend these Terms or any Additional Terms as otherwise permitted in those agreements.
J. Connectivity. You are responsible for obtaining and maintaining all Devices and other equipment and software, and all internet service provider, mobile service, and other services needed for your access to and use of the Service and you will be responsible for all charges related to them. If you’re unsure what those charges may be, you should ask your service provider before using the Service.
14. Terms Applicable for Apple Device Users
If you are accessing or using the App through a Device manufactured and/or sold by Apple, Inc. (“Apple,” with such a device herein referenced as an “Apple Device”):
(a) To the extent that you are accessing the App through an Apple Device, you acknowledge that these Terms are entered into between you and Ualett and, that Apple is not a party to these Terms other than as third-party beneficiary as contemplated below.
(b) The license granted to you in Section 2 of these Terms is subject to the permitted Usage Rules set forth in the Apple App Store Terms and Conditions (see: http://www.apple.com/legal/itunes/us/terms.html) and any third-party terms of agreement applicable to the Service.
(c) You acknowledge that Ualett, and not Apple, is responsible for providing the Service and Content thereof.
(d) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance or any support services to you with respect to the Service.
(e) To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Service.
(f) Notwithstanding anything to the contrary herein, and subject to the terms in these Terms, you acknowledge that, solely as between Apple and Ualett, Ualett and not Apple is responsible for addressing any claims you may have relating to the Service, or your possession and/or use thereof, including, but not limited, to: (i) product liability claims, (ii) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
(g) Further, you agree that if the Service, or your possession and use of the Service, infringes on a third party’s intellectual property rights, you will not hold Apple responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claims.
(h) You acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.
(i) When using the Service, you agree to comply with any and all third-party terms that are applicable to any platform, website, technology or service that interacts with the Service.
(j) You represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
15. Terms Applicable for Google Play Users
The following applies to any mobile apps, including our App, that you acquire from the Google Play Store (“Google-Sourced Software”): (a) you acknowledge that these Terms are between you and Ualett only, and not with Google, Inc. (“Google”); (b) your use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms of Uses; (c) Google is only a provider of the Google Play Store where you obtained the Google-Sourced Software; (d) Ualett, and not Google, is solely responsible for Ualett’s Google-Sourced Software; (e) Google has no obligation or liability to you with respect to Google-Sourced Software or these Terms; and (f) you acknowledge and agree that Google is a third-party beneficiary to these Terms as it relates to Ualett’s Google-Sourced Software.
