Overview:
UltraXOne operates and manages the UltraXOne system to assist marketers in the building of their business on and off the Web and making money.
Where the words "I" or "We" or "Me" or Us" or "Service" or "UltraXOne" occur and are used herein they are meant to describe UltraXOne and/or the UltraXOne System where appropriate.
Where the word "You" is used herein it is meant to describe any individual who subscribes to and uses the Service.
Subscription:
You wish to subscribe to and participate in the UltraXOne system and use the UltraXOne Website (the "Service").
You understand that participation in the Service will involve establishing contractual arrangements with third parties.
In order to be an authorized Member of the UltraXOne, you must agree to abide by all of the terms and conditions contained in this Exhibit ("Member Terms of Service Agreement"). All subscribers must read this agreement carefully and agree to all of the terms and conditions herein before registering and using the UltraXOne Service.
This Agreement (the "Agreement") is made by and between UltraXOne, and you, as a Member in UltraXOne.
Relationship of Parties:
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.
You will have no authority to make or accept any offers or representations on our behalf.
You will not make any statement, whether on your UltraXOne Replicated Web Site or otherwise, that reasonably would contradict anything in this Agreement.
Limited License:
UltraXOne grants to You a personal, non-sub-licensable, non-exclusive license to participate in the Service.
As part of the Service, You will have access to information, communications, software, photos, text, video, graphics, music, sounds, images and other material and services posted onto the Service by UltraXOne.
UltraXOne grants to You a personal, non-sub-licensable, non-exclusive license to use that Content from the Service for individual personal use ONLY.
All other use of the Content, including but not limited to, modification, publication, transmission, participation in the transfer or sale of, reproduction, creation of derivative works from, distribution, performance, display, incorporation into another Web site, mirroring the Service, or in any other way exploiting any of the Content, in whole or in part, is prohibited without first obtaining UltraXOne'S written consent.
The Service:
All services provided by UltraXOne may be used for lawful purposes only.
Transmission or storage of any information, data or material in violation of any International law is prohibited.
This includes, but is not limited to: copyrighted material, material legally judged to be threatening or obscene, or material protected by trade secret and other statue.
In consideration of your compliance with the terms and conditions of this Agreement, UltraXOne agrees to provide the Service to You.
Use of the Service constitutes Your agreement with the terms and conditions of this Agreement.
You shall not rent, sell, lease or otherwise transfer the Service for the benefit of a third party and You will not utilize the Service in a manner that violates applicable laws of Your jurisdiction.
You do not work for, and do not constitute, a government agency or body.
UltraXOne reserves the right, at its discretion, to change, modify, add or remove portions of this Agreement at any time. Notification of the changes in the Service or this Agreement will be posted on the Web, or sent via e-mail, or postal mail.
UltraXOne may change, suspend or discontinue any aspect of the Service at any time, including the availability of any Service feature, database or content. UltraXOne may also impose limits on certain features and services or restrict Your access to parts or all of the Service without notice or liability.
UltraXOne is not responsible for guaranteeing the delivery of emails sent through the system. UltraXOne will not be responsible for any delays, blocks, or filters associated with email delivery.
If these operating guidelines or any future changes are not acceptable to you or cause you no longer to be in compliance with this agreement, you may cancel Your Service by sending an email to support@support@ultraxone.com.com
Your continued use of the Service now, or following the posting of notice of any changes in these operating rules, will constitute a binding acceptance by you of such rules, changes or modifications.
Your right to use the Service is subject to any limits established by UltraXOne in its sole discretion.
Registration for Service, Password and Security: To become a Member so you can use the service, you must register by providing us with current, complete and accurate information as prompted by the Signup Form. You shall provide UltraXOne with accurate, complete and updated registration information. You shall not knowingly provide inaccurate information with the intent to create a false identity.
You also agree not to provide false or misleading information in the administrative panel of the software or your web site. This includes, but is not limited to providing false e-mail address in FROM: field on outgoing emails.
You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree not to provide false or misleading information on the Service sign up form. This includes, but is not limited to providing false name or e-mail address.
You agree to notify UltraXOne immediately of any unauthorized use of your account or any other breach of security. You agree that UltraXOne is the neutral host of the Service and has no responsibility or liability in relation to the business opportunities that You represent as part of Your use of the Service.
You agree to indemnify, defend, and hold UltraXOne and its affiliates, officers, directors, employees and agents (collectively, UltraXOne) from and against any and all liability, claims, losses, damages, injuries or expenses (including attorneys' fees) directly or indirectly arising from or relating to Your use of the Service and any dispute relating thereto.
You agree that UltraXOne may rely on any data, notice, instruction or request furnished to UltraXOne by You, which is reasonably believed by UltraXOne to be genuine and to have been sent or presented by a person reasonably believed by UltraXOne to be authorized to act on Your behalf.
You shall notify UltraXOne of any known or suspected unauthorized uses of Your account, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of Your password. You shall be responsible for maintaining the confidentiality of Your password and you are responsible for all usage and activity on Your account, including use of the account by a third party authorized by You to use Your account.
Any fraudulent, abusive or otherwise illegal activity may be grounds for termination by UltraXOne and referral to the appropriate law enforcement agencies.
You acknowledge and agree that You will promptly notify UltraXOne if you are aware of any person who, in your good faith opinion, is or is intending to take unfair advantage of the Service provided by UltraXOne.
UltraXOne reserves the right to send e-mail to You for the purposes of informing you of applicable Offers, changes or additions to the Service or any related products and services.
Subscriber Privacy:
It is UltraXOne's policy to respect the privacy of its subscribers. UltraXOne will not monitor, edit, or disclose any personal information about you or your account, including its contents, without your prior permission unless UltraXOne has a good faith belief that such action is necessary to:
UltraXOne's Service transmits your name and/or email address with each message that you send. For more information, see our PRIVACY POLICY. You agree that UltraXOne, and its affiliated contractors, may access your account, including its contents, as stated above or to respond to service or technical issues.
Subscriber Conduct:
UltraXOne retains the right, at its sole discretion, to determine whether or not a Member's conduct is consistent with the letter and spirit of the Terms of Service Agreement or Conditions or Policies and Procedures of UltraXOne and may terminate Service if a Member's conduct is found to be inconsistent with said Terms of Service Agreement and/or Conditions and/or Policies and Procedures.
Any unauthorized use of the Service, or the resale of the Services, is expressly prohibited.
You agree to abide by all applicable local, state, national and international laws and regulations and are solely responsible for all acts or omissions that occur under your account or password, including the content of your transmissions through the Service.
By way of example, and not as a limitation, you agree not to:
Spam:
You are bound by the spam policy attached to this website.
Email:
You agree to receive e-mail messages from UltraXOne. These include, but are not limited to our Newsletter, service updates, new product information, etc.
Idea Submissions:
UltraXOne welcomes specific comments regarding the Service. If You send us creative suggestions, ideas, notes, drawings, concepts or other information (collectively "Information"), the Information shall be deemed, and shall remain, the property of UltraXOne.
None of the Information shall be subject to any obligation of confidentiality on the part of UltraXOne and UltraXOne shall not be liable or owe any compensation for any use or disclosure of the Information.
Proprietary Information:
You acknowledge that, in the course of using the Service you will obtain information relating to the Service and/or to UltraXOne ("Proprietary Information").
Such Proprietary Information shall belong solely to UltraXOne and includes, but is not limited to, the features and mode of operation of the Service.
In regard to this Proprietary Information You agree not to use (except as expressly authorized by this Agreement) or disclose Proprietary Information without the prior written consent of UltraXOne, or unless such Proprietary Information becomes part of the public domain without breach of this Agreement by You.
Refunds:
No refunds will be given for digitally delivered products and services due to their intangible nature. Physical products may be returned for a full refund within 14 days of purchase. Any such refund will be returned to the originating payment method.
Cancellation:
You may cancel service at any time.
Upon termination, Your access to the Service will be suspended.
You are responsible for all actions and charges incurred up to the time that the account is deactivated.
Affiliate site name and password must be included in the cancellation request.
Cancellation will take effect only when UltraXOne confirms the receipt of the cancellation request.
You forfeit all future earnings from UltraXOne after you cancel your account yourself or we cancel your account.
It is your responsibility to cancel your account and provide direct notification via the website or via email to UltraXOne.
Cancellation of your service from any other associated or affiliated program will NOT automatically cancel your agreement with UltraXOne.
Once your cancellation request has been received by UltraXOne.
No refunds or partial refunds will be provided under any circumstances.
You agree that UltraXOne has the right to delete all data, files, leads or other information that is stored in the Affiliate's account if either UltraXOne or the subscriber terminates the Member's account with the company, for any reason.
In addition, UltraXOne and its associated companies retain the right to use the data, files, leads, and other information stored in the Affiliate's account.
Termination:
UltraXOne may, in its sole discretion, terminate or suspend Your access to all or part of the Service for any reason, including without limitation, breach of this Agreement, or assignment of this Agreement by You.
Upon termination, You shall no longer be entitled to use the Service and the licenses granted hereunder shall terminate and You shall immediately return or destroy all Proprietary Information, but the terms of this Agreement will otherwise remain in effect. Disclaimer of Warranties, Limitation of Liabilities, and Indemnification UltraXOne does NOT warrant that the UltraXOne web sites and related web sites and/or services will be error free or uninterrupted and we will not be liable for the consequences of any interruptions or errors.
The UltraXOne web site and Service is distributed on an "as is" basis without warranties of any kind, either expressed or implied. UltraXOne will not be responsible for ANY losses, damages or costs that you and/or your business may suffer when using the UltraXOne web sites and related web sites and/or services. You expressly agree to indemnify and hold harmless UltraXOne from ANY claims resulting from your use of the UltraXOne websites and related web sites and/or services. You expressly agree that use of the UltraXOne websites and related web sites and/or services is at your sole risk and you understand such risks are an inherent part of business.
You expressly agree that neither UltraXOne nor its service providers, affiliates, licensors, employees and/or contractors shall have ANY liability for ANY damages suffered by you, your business or ANY other 3rd party as a result of the use or misuse of the websites and related web sites and/or services.
Responsibility of Content:
UltraXOne exercises no control whatsoever over the content, information and data passing through its Service, including but not limited to the domain www.UltraXOne.com, and our Internet server.
Subscriber business opportunity links in the Service lead to sites maintained by individuals or organizations other than UltraXOne over whom UltraXOne has no control.
UltraXOne provides these links for their prospects, and the inclusion of any link on the Service does not imply any endorsement by UltraXOne of the linked sites, their content or owners.
UltraXOne makes no representations whatsoever about any other website which you may access through the Service.
When you access a non-UltraXOne web site, please understand that it is independent from UltraXOne, and that UltraXOne has no control over the content on that website.
In addition, a link to a non-UltraXOne website does not mean that UltraXOne endorses or accepts any responsibility for the content or the use of such website.
Nonassignability:
Neither the rights nor the obligations arising under this Agreement are assignable or transferable by You, and any such attempted assignment or transfer shall be void and without effect.
System accounts cannot be transferred or used by anyone other than the subscriber.
Accounts, which have been transferred to other parties, or show other activity in violation of this paragraph, are subject to immediate cancellation.
You are not allowed to let others access and use the Service, nor make your password visible to others.
You may not attempt to find out the password of another user of the Service.
Modification:
We may modify any of the terms and conditions contained in this Agreement, at ANY time and in our sole discretion, by posting a change notice or a new agreement on our site. If any modification is unacceptable to you, or If you are dissatisfied with the Service or with any terms, conditions, rules, policies, guidelines, or practices of UltraXOne in operating the Service, your only recourse is to terminate this agreement by canceling your service. Your continued participation in the program following our posting of a change notice or a new agreement on our site will constitute binding acceptance of the change.
Force Majeure:
Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action labor conditions, earthquakes or any other cause which is beyond the reasonable control of such party.
Arbitration:
Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with us or any of our affiliates shall be submitted to any court of competent jurisdiction except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any court of competent jurisdiction.
Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
Miscellaneous:
You may not assign this Agreement, by operation of law or otherwise, without our prior written consent.
Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
UltraXOne Copyrights:
Any and all content on the UltraXOne site and related sites, including but not limited to text, graphics, logos, picture images, audio files, video files, multi-media, music, sound, intellectual property and software is the property of UltraXOne and is protected by U.S. and international copyright and trademark laws.
No part of the web site or related web sites may be reproduced or transmitted in any form or by any means without written permission from UltraXOne.
UltraXOne's copyright notice (© 2009 UltraXOne) appears to remind you that everything on the UltraXOne sites and site is owned by UltraXOne and protected by copyright as a collective work or compilation (or both) with the exception of works identified by someone else's copyright notice.
DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITIES, INDEMNIFICATION:
UltraXOne makes no warranties of any kind, whether expressed or implied, for the service it is providing.
UltraXOne also disclaims any warranty of merchantability or fitness for a particular purpose. UltraXOne will not be responsible for any damage suffered. This includes loss of data resulting from delays, non deliveries, misdeliveries, or service interruptions caused by UltraXOne's negligence or the Member's errors or omissions. Use of any information obtained via UltraXOne is at your own risk. UltraXOne specifically denies any responsibility for the accuracy or quality of information obtained through its services.
UltraXOne DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR FREE OR UNINTERRUPTED.
THE SERVICE IS DISTRIBUTED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED.
UltraXOne WILL NOT BE RESPONSIBLE FOR ANY LOSSES, DAMAGES OR COSTS THAT YOU AND/OR YOUR BUSINESS MAY SUFFER WHEN USING THE SERVICE.
YOU AGREE TO INDEMNIFY AND HOLD HARMLESS UltraXOne FROM ANY CLAIMS RESULTING FROM YOUR USE THE SERVICE.
YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK.
NEITHER UltraXOne NOR ITS SERVICE PROVIDERS, AGENTS, LICENSORS, EMPLOYEES SHALL HAVE ANY LIABILITY FOR ANY DAMAGES SUFFERED BY YOU OR ANY OTHER PARTY AS A RESULT OF THE USE OR MISUSE OF THE SERVICE.
Entire Agreement:
This Agreement constitutes the entire agreement between UltraXOne and You pertaining to the subject matter hereof, and any and all written or oral agreements heretofore existing between the parties hereto are expressly canceled.
Any modifications of this Agreement must be in writing and signed by both parties hereto.
Should any provision of this agreement be held to be illegal, invalid, or unenforceable by a court law, the legality, validity and enforceability of the remaining provisions of this agreement shall remain unaffected thereby unless otherwise stated.
These Terms and Conditions supersede all previous representations, understandings or agreements and shall prevail notwithstanding any variance with terms and conditions of any order submitted.
Use of UltraXOne's service constitutes acceptance of these Terms and Conditions.
Enurement:
The provisions of this agreement shall be binding on you and ensure to the benefit of the successors and assigns of UltraXOne.
UltraXOne may assign this Agreement at any time in its sole and absolute discretion and without your consent.
Independent Investigation:
You acknowledge that you have read this agreement and agree to all its terms and conditions.
You have independently evaluated the desirability of participating in the program and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.
By clicking on the "Accept" button, using this website, or joining and using the UltraXOne services you indicate your acceptance of this agreement and its terms and conditions.
If you do not agree to all of the terms and conditions of this agreement, then you will not be able to subscribe for a web site.