Effective Date: April 1st, 2016
Welcome to the Website of Ulessy Inc. (YouLessWhy)
Ulessy website (the “Site”), the services provided (the “Services”) and the software available for use from Ulessy or the Site in connection with the Services (the “Software”) are owned, operated and maintained, as applicable, by Ulessy Inc. (“we”, “our” , “us”, or the “Company”). By accessing this website: (1) using or accessing the Site or the Services; (2) downloading, accessing, installing or using the Software; or (3) paying for someone else to use or access the Site or the Services or download, access, install or use the Software, you (the “User”, or “you”) agree to the terms and conditions set forth below (the “Terms”) and represent and warrant that you have read, understood, and agree (1) to be bound by the following Terms & Conditions (“Agreement”); (2) that you are above the age of majority and have the right, authority, and capacity to abide by this Agreement; and (3) that you agree to comply with all applicable laws and regulations concerning your access and use of the website.
If you do not agree with these Terms, you should not use the Site. For the purposes of this agreement, “you” means a parent who pays for access to the Services as well as the learner or Instructor (as defined below) who accesses or uses the Services. If you are a parent, guardian, or other person who enables a child to access the Services, you agree to stand in the shoes of such child for the purposes of making us whole in case of damages or indemnification that could properly lie against a child, if not for his or her age. This Site is intended for use by you only if you are above the age of 13.
Through our Services, Site and Software, we enable users to connect with independent contractor instructors (the “Instructors”) who provide live and recorded instruction, consulting and learning services in our online classrooms (the “Sessions”). The Services include, without limitation, facilitating and hosting Sessions, and taking feedback from users.
You are solely responsible for all service, telephony and/or other fees and costs associated with your access to and use of the Services and for obtaining and maintaining all telephone, computer hardware and other equipment required for such access and use.
Joining the Site, browsing for classes and publishing content and classes is free. Instructors will determine a fee for a class. We do charge a commission on every completed transaction using the Site that you agree to for using the Services. We may choose to temporarily change the fees for our Services, and such changes are effective when you consent to the changes.
Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for paying all fees and applicable taxes associated with the Site in a timely manner with a valid payment method. If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms. (This includes charging other payment methods on file with us and retaining collection agencies and legal counsel).
The Site is only a marketplace of Instructors, learners, and other interested organizations. We do not hire or employ Instructors nor are we responsible or liable for any interactions involved between the Instructors and their respective clients. We are not responsible for disputes, claims, losses, injuries, or damage of any kind that might out of or relate to conduct of Instructors or users.
We do not control Submitted Content (as defined below) posted on the Site and, as such, do not guarantee in any manner the reliability, validity, accuracy or truthfulness of such Submitted Content. You also understand that by using the Site you may be exposed to Submitted Content that is offensive, indecent, or objectionable. By using the Site, you hereby represent and warrant that you are located in the U.S. or are otherwise in a country where it is lawful to do so.
You may only access the Site and use the Services for lawful purposes. You are solely responsible for the knowledge of and adherence to any and all laws, rules, and regulations pertaining to your use of the Services. You agree not to use the Site, the Services or the Company Content (as defined below) to recruit, solicit, or contact in any form Instructors or potential users for employment or contracting for a business not affiliated with us without our advance written permission.
Except for content linked to or from an external source, all other information and materials that appear as part of this website (including text, graphics, images, illustrations, designs, icons, photographs, video clips, audio clips, interfaces, software, logos, titles, and names and collectively, (“Intellectual Property”) are the property of Ulessy. The website as a whole and all of the Intellectual Property are protected by copyright, trade dress, and trademark laws of the United States, as well as international treaties, conventions, and the laws of other countries, as applicable. Except for that information which is in the public domain or for which you have been given written permission to use by Ulessy you may not use, reproduce, copy, modify, publish, transmit, distribute, perform, display, download, license, enter into a database, create derivative works from, reverse engineer, transfer, or sell any Intellectual Property, information, software, or products obtained from or through this website, in whole or in part.
We agree that we have no rights to the data, documents, information or material that you submit in the course of using the Site and Services (“Submitted Content”). When submitting data, you, and not us, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Submitted Content. We shall not be responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store any Submitted Content. By using the Services, each user represents and warrants to us that it has the legal right to submit the Submitted Content. You agree to indemnify, defend and hold us harmless from any liability caused by your submission of Submitted Content in violation of a third party’s copyright or other rights of ownership. We reserve the right to withhold, remove and/or discard Submitted Content without notice for any breach, including without limitation, non-payment of fees. In addition, we reserve the right to withhold, remove and/or discard any Submitted Content submitted to us, which, in our sole opinion, is pornographic, inappropriate or otherwise in violation of our internal policies for publishable material.
WE MAKE NO REPRESENTATION OR WARRANTY THAT ANY DATA SUBMITTED TO US WILL BE RETAINED FOR ANY PARTICULAR PERIOD OF TIME, AND YOU AGREE TO MAINTAIN ON YOUR SERVERS DUPLICATE COPIES OF ALL SUBMITTED CONTENT.
As Instructors registered with the Site, you agree that:
You agree not to post or store on the Site any software, information, data, databases, music, audio, video or audiovisual files, photographs, images, documents, text, digital files or other material (“Material”) that violates or infringes anyone’s intellectual property rights (including copyrights, trademarks, trade secrets, patents, publicity rights or (to the extent protectable) confidential ideas) or that violates U.S. law or any laws in your jurisdiction that is obscene, obscene as to minors, child pornography, defamatory, racist, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable. By posting Material to this Site, you grant us a perpetual, irrevocable, nonexclusive, royalty free worldwide license to reproduce, adapt, distribute, perform (either publicly or by digital audio transmission) or publicly display all or any portion of the Material on the Site (though we will obtain your permission before doing so with any Material that is not publically available on our Site). You further represent and warrant that you own all rights, titles, and interests to such Material in full and without restrictions. You expressly agree that we may remove, disable, or restrict access to or the availability of any Material from the Site (including, but not limited to, Material that you have posted or stored) that we believe, in good faith and in our sole discretion, to violate the Terms of Service (whether or not we are actually correct in our assessment) or that is the subject of a notification duly sent to us pursuant to the Digital Millennium Copyright Act. If you believe that we have acted mistakenly with respect to certain material, you may contact us using one of the contact methods provided at the end of these Terms of Service, in which case we may investigate the matter further, though we retain full right and sole discretion as to whether or not to remove the material. Under no circumstances may we be held liable for removing, disabling, or restricting access to or the availability of Material. The provisions of this section are intended to implement these Terms of Service and are not intended to impose a contractual obligation on us to undertake, or refrain from undertaking any particular course of conduct.
As a user in search of or engaging Instructors, you agree that you will:
Any materials, information, communications or ideas that you upload, communicate or otherwise transmit or post to us, the Site, or the Services by any means (the “Submitted Content”) will be treated as non-confidential and subject to the license below, and may be disseminated or used by us for any purpose whatsoever, including, but not limited to, quality control, redistribution, professional development, as well as our developing, manufacturing, and marketing our current and/or future Services. Notwithstanding the foregoing, you have the right to remove your Submitted Content and/or mark it as “private” such that the Submitted Content will be inaccessible to other users.
You agree that we may record all or any part of any Sessions for quality control, redistribution, advertising and other purposes. We reserve the right to review the Sessions for any purpose.
While you retain any and all rights in any Submitted Content you make available through the Service, we need certain rights to the Submitted Content and in that Submitted Content in order to make the Service available. By uploading or otherwise making available any Submitted Content, you automatically grant and/or warrant that the owner has granted to us a non-exclusive, royalty-free, perpetual, world-wide, irrevocable, transferable license with the right to grant sublicenses through multiple tiers of sublicenses to publicly display, publicly perform, distribute, store, transcode, syndicate, broadcast, reproduce, edit, modify, create derivative works, and otherwise use and reuse your Submitted Content (or any portion or derivative works thereof) in any manner, in any medium, for any purpose to the extent required to modify or deliver the Services. This license enables us to provide the Services and provide access to the Submitted Content and is not intended to otherwise limit your rights to the Content.
You hereby waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection with the exploitation of the Submitted Content, or any portion thereof, or of your name, personality, likeness, image or voice in connection with the Submitted Content, or any advertising or publicity relating thereto.
You acknowledge that we may screen Submitted Content, and that we shall have the right (but not the obligation), in our sole discretion, to remove any Submitted Content, including terminating Sessions. Without limiting the foregoing, we have the right to remove any Submitted Content that violates these Terms or is otherwise objectionable. You agree and acknowledge that we may preserve Submitted Content and may disclose Submitted Content if required to do so by law or in the good faith belief that any such preservation or disclosure is reasonably necessary to comply with legal process, enforce these Terms, respond to claims that any Submitted Content violates the rights of third parties or protect our rights, property or personal safety or that of our users and the public.
You shall not, directly or indirectly, send, submit, post, receive or otherwise facilitate, or in anyway use, or permit to be used, our online classroom, to send, submit, post, receive or otherwise facilitate the transmission of any materials that are abusive, obscene, profane, sexually explicit, threatening, or materials containing blatant expressions of bigotry, racism or hate. You shall comply with all applicable laws (including, but not limited to export/import laws and laws relating to privacy, obscenity, copyright, trademark, confidential information, trade secret, libel, slander or defamation). You acknowledge and agree that you shall be responsible and liable for all uses made by your user account on Ulessy. Notwithstanding any other provision in this Agreement, Ulessy may terminate your account immediately, without notice, if it is determined that you or someone else using your account have failed to comply with any applicable laws.
Some classes at Ulessy involve active movements, such as physical exercise, stretching, cardiovascular activity, endurance, and other forms of physical exertion. As a user registered in an Active Class, you understand and agree that you are participating in a program that at times may involve strenuous physical activity including but not limited to aerobic exercise, weight training, stretching, and other aerobic and anaerobic conditioning. You also understand that fitness activities involve a risk of injury and that you are voluntarily participating in these activities. You hereby agree to expressly assume and accept any and all risk of injury and death.
You also hereby agree that you fully comprehend the risk of personal injury, property damage and other loss or damage that may arise from your participation in the program, and hereby agree to assume such risk. You further waive, for yourself, and for any other person that may have a right to make a claim by or through you, any and all losses, liabilities, claims, damages or expenses for personal injury, property damage or other loss or damage of any kind or character whatsoever, foreseen, known or unknown, against Ulessy Inc., its directors, officers, employees, agents and related parties, as well as the instructor(s) teaching such classes (collectively, the “Released Parties”); and hereby release the Released Parties from liability for any such claims which may arise from, or occur as a result of your participation in this activity, notwithstanding that such injuries, damage or losses may arise out of the negligence or carelessness of the Released Parties.
By registering in an Active Class, you also hereby certify that you are in good physical health, have the permission and clearance of a licensed physician to participate in the program and any activities related thereto, and have no physical condition, impairment, disease, infirmity or other illness that would prevent or jeopardize your safe participation in the program and any activities related thereto or otherwise place you at risk of injury, illness or death during such participation. You understand that the advice given in this program is not given by a medical professional and is not a substitute for medical care.
To use the Services, you will need to register on the Site and obtain an account, username and password. When you register, the information you provide to us during the registration process will help us in offering content, customer service, and network management. You are solely responsible for maintaining the confidentiality of your account(s), username(s) and password(s) (collectively, the “Account”) and for all activities and liabilities associated with or occurring under your Account. You must notify us immediately of any unauthorized use of your Account and any other breach of security, and ensure that you exit from your Account at the end of each session. We cannot and will not be responsible for any loss or damage arising from your failure to comply with this requirement or as a result of use of your Account, either with or without your knowledge. However, you could be held liable for losses incurred by us or another party due to someone else using your Account.
You may not transfer your Account and you may not use anyone else’s Account at any time without the permission of the account holder. In cases where you have authorized or registered another individual, including a minor, to use your Account, you are fully responsible for (i) the online conduct of such user; (ii) controlling the user’s access to and use of the Services; and (iii) the consequences of any misuse.
In consideration of your use of the Services, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the Service’s registration form (such information being “Your Data”), (b) maintain and promptly update Your Data to keep it true, accurate, current and complete; and (c) comply with these Terms. If you provide any information that is untrue, inaccurate, not current or incomplete, or if we believe that such information is untrue, inaccurate, not current or incomplete, we reserve the right to suspend or terminate your account(s) and refuse or restrict any and all current or future use of the Services.
You acknowledge that the Software, the technology underlying the Services, and all other software, designs, materials, information, communications, text, graphics, links, electronic art, animations, illustrations, artwork, audio clips, video clips, photos, images, and other data or copyrightable materials, including the selection and arrangements thereof, provided or made available to you in connection with the Site, the Software or the Services (collectively, the “Company Content”) are the proprietary works of us and/or our affiliated and/or third party providers and suppliers (the “Third Parties”) and are protected, without limitation, pursuant to U.S. and foreign copyright laws.
We respect the intellectual property rights of others and expect users of the Site to do the same. In our sole and absolute discretion, we may terminate the accounts of users who infringe the intellectual property rights of others. You may contact our agent as indicated below if you believe that a work protected by a U.S. copyright that you own has been posted or stored on the Site without authorization. To file a copyright infringement notification with us, you will need to send a written communication that includes substantially the following (please consult your legal counsel or see Section 512(c)(3) of the Digital Millennium Copyright Act to confirm these requirements): i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive intellectual property right that is allegedly infringed; ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material. Providing URLs in the body of your notification is the best way to help us locate content quickly; iv) Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; v) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and vi) A statement that the information in the notification is
accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Please note that the information provided in your legal notice may be forwarded to the person who provided the allegedly infringing content. Under Section 512(f) any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability for damages, so please do not make false claims. After
submitting a copyright infringement notification, copyright owners may realize that they misidentified content or that they may otherwise change their mind. As a result, we will honor retractions of copyright claims from the party who originally submitted them. To retract a notification, please send a statement of retraction, the complete and specific URL of the content in
question, and an electronic signature to the email address we provide at the end of these Terms of Service. Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability. It is our policy to terminate, in appropriate
circumstances, the access rights of repeat infringers Termination We reserve the right to terminate these Terms of Service with immediate effect at any time and for any reason. Expiration or termination (for any reason) of these Terms of Service, shall not affect any accrued rights or liabilities which either party may then have nor shall it affect any clause which is expressly or by
implication intended to continue in force after expiration or termination.
Third party content that is linked to or from Website belongs to such third parties or users, as applicable. If you believe that your work has been copied in a way that constitutes copyright infringement, you should send written notification thereof, in accordance with the provisions of the Digital Millennium Copyright Act, to our designated agent.
Please refer to “REPORTING” section for contact information.
Except as expressly authorized by us or in these Terms, you may not copy, reproduce, publish, perform, distribute, disseminate, broadcast, circulate, modify, create derivative works of, rent, lease, sell, assign, sublicense, otherwise transfer, display, transmit, compile or collect in a database, or in any manner commercially exploit the Site, Company Content or the Services, in whole or in part. You will not, in any manner, without our prior written approval, decompile, disassemble, reverse engineer, reverse assemble or otherwise attempt to discover any source code of, the Software or any other Company Content, the Site or the Services. You may not store any significant portion of any Company Content or the Services in any form, whether archival files, computer-readable files or any other medium. You may not “mirror” any Company Content or the Services on any server. Any unauthorized or prohibited use of the Software, other Company Content, the Site or the Services may subject the offender to civil liability and criminal prosecution under applicable federal and state laws.
You shall not use any automatic or manual conduct, device, process, software, program, algorithm, methodology or routine, including but not limited to a “robot,” “spider” or other similar process or functionality to interfere or attempt to interfere with, or impose an unreasonable burden or load on, the operation of the website.
You shall not use Website for any illegal, obscene, abusive, offensive, harassing, improper or objectionable purpose, to sell or offer to sell any goods or services, to conduct or forward surveys, contests, or chain letters, any way we determine to be inappropriate or for any purpose that is prohibited by the terms and conditions of this Agreement. Illegal and/or unauthorized uses of the website, including, but not limited to, unauthorized framing of or linking to the website or unauthorized use of any robot, spider, or other automated device on the website, will be investigated and will be subject to appropriate legal action, including, without limitation, civil, criminal, and injunctive redress.
You may download and print a reasonable number of copies of documentation provided or available in connection with the Company Content for noncommercial personal or instructional use only and we grant you a limited, non-perpetual, revocable, nontransferable, non-assignable, non-exclusive, royalty-free license to access and utilize the Services, the Software and the other Company Content for noncommercial personal or educational purposes while these Terms are in full force and effect; provided that (i) any permitted copies of documentation provided or available in connection with the Company Content contain, in an unmodified form, (a) all language designations contained in the materials originally provided to you by us indicating the confidential nature thereof and (b) all copyright or other proprietary rights notices contained in the materials originally provided to you by us and an original source attribution to us and/or the applicable Third Parties; and (ii) you will not modify of any of the Company Content except as approved by us in advance in writing. You acknowledge that we and/or Third Parties, as applicable, hold all right, title and interest in and to all tangible and intangible aspects of the Company Content, the Site and the Services, including without limitation, all patents, copyrights and trade secrets pertaining thereto, and that, except for the limited rights set forth above, you do not acquire any intellectual property right or license in any of the foregoing by downloading or printing the Company Content or otherwise, including without limitation, by accessing or using the Site, the Company Content or the Services. These rights granted to you are revocable by us in accordance with these Terms.
You are hereby granted a non-exclusive license to view the content on the website, but only while accessing the website. Except to the extent required for the limited purpose of reviewing material on the website, electronic reproduction, adaptation, distribution, performance, or display is prohibited. Commercial use by you of any of the content for profit is strictly prohibited. Use of any of our trademarks as metatags on other websites also is strictly prohibited. You agree that you are only authorized to visit, view, and retain a copy of pages of the website for your own personal use, and that you shall not duplicate, download, publish, modify, or otherwise distribute the material on the website for any commercial use, or for any purpose other than as described in this Agreement. You also agree not to deep-link to the website for any purpose, unless specifically authorized by Ulessy.
We do not promote, foster or condone the copying of copyrighted material or any other infringing activity. Any unauthorized use of the Site or its contents will terminate the limited license granted by us. Any materials used and uploaded to Ulessy should be fully licensed or developed by yourself. Ulessy is not held responsible for any image, document, video, lecture, or other media type that infringes a copyright, as it is fundamentally a platform to facilitate video classes between teachers and students.
Our Copyright Agent for notice of claims of copyright or other intellectual property infringement can be reached by e-mail at firstname.lastname@example.org.
You agree to safeguard the Company Content and the Services (collectively, “Proprietary Information”) and to prevent the unauthorized, negligent or inadvertent use or disclosure of such Proprietary Information. You will not, without our prior written approval, directly or indirectly, use or disclose the Proprietary Information to any person or business entity except for a limited number of your employees who are on a need-to-know basis and who agree in writing to be bound by the restrictions on use and disclosure set forth in these Terms or restrictions no less restrictive than these Terms. You agree to promptly notify us in writing of any use or disclosure of Proprietary Information in violation of these Terms. You acknowledge that the use or disclosure of the Proprietary Information in any manner inconsistent with these Terms will cause us irreparable damage and that we will have the right to (i) equitable and injunctive relief to prevent such prohibited use or disclosure, and (ii) recover the amount of all damages (including attorneys fees and expenses) in connection with such prohibited use or disclosure.
From time to time, Ulessy may use services, including but not limited to analytics and advertising, provided by persons or entities other than us (“Third-Parties”). We do not control these services and make no representations regarding, and are not liable or responsible for the accuracy, completeness, timeliness, reliability or availability of, any of such services. If you choose to access any Third-Parties site, you do so at your own risk. Any link from our website to a Third-Party website does not imply sponsorship, affiliation, or endorsement of the content on that Third-Party website or the operator or operations of that site. You are solely responsible for determining the extent to which you use any content at any Third-Party websites to which you might link from our website, or which may download or connect with through our website. If you believe we have provided a link to a site that contains infringing or illegal content or services, we ask that you notify us so that we may
evaluate whether in our sole discretion to disable it. The Site or the Services may provide links to non-Company websites or resources (the “Third Party Sites”). This may include Instructors sending links to Third Party Sites and/or causing Third Party Sites (such as study resources or online education pages) to pop-up for your review. Because we have no control over Third Party Sites, you acknowledge and agree that we are not responsible for the availability of Third Party Sites, and do not endorse and are not responsible or liable for any content, advertising, products, services or other materials on or available from Third Party Sites. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, advertising, products, services or other materials available on or through any Third Party Sites or for any mistakes, defamation, libel, slander, omissions, falsehoods, obscenity, pornography, or profanity they may contain.
WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS A RESULT OF ANY DEALINGS WITH ANY THIRD-PARTY WEBSITE OR MERCHANT OR OPERATOR OF SUCH A THIRD-PARTY WEBSITE.
If Ulessy authorizes you to deep-link your website or a service offered by your website to Ulessy in addition to and notwithstanding anything to the contrary, you understand and agree that (1) Ulessy has no obligation to continue to provide or make the service available; (2) all conditions, disclaimers and limitations on use set forth in this Agreement remain in effect; (3) all intellectual property rights relating to Ulessy and its technology, including all ownership rights, remain the exclusive property of Ulessy; (4) you will be solely responsible for the data and content that you will download and/or publish on your website; and (5) Ulessy may terminate at any time in its sole discretion your access. Ulessy reserves the right, but not the obligation, to remove any linked source if it contains or features any of the content, at our discretion, we find to be illegal, obscene, abusive, offensive, harassing, improper or objectionable purpose, selling or offering to sell any goods or services,
conducting or forwarding surveys, contests, or chain letters, inappropriate or for any purpose that is prohibited by the terms and conditions of this Agreement.
The trademarks, service marks, and logos (the “Trademarks”) used and displayed on the Site or in any Company Content are registered and unregistered Trademarks of us and others and are protected, without limitation, pursuant to U.S. and foreign trademark laws. Nothing on the Site, the Services or otherwise should be construed as granting or otherwise, any license or right to use any Trademark displayed on the Site or in connection with the Services, Company Content or Software, without the written permission of the applicable Trademark owner. We aggressively enforce our intellectual property rights to the fullest extent of the law. You may not use the Trademarks, either ours or others, in any way without the prior written permission of the applicable Trademark owner. We prohibit use of our logo as a “hot” link to any other World Wide Web site unless approved by us in advance in writing.
From time to time, we may need to send site users important updates via the Ulessy newsletter. By signing up to the site, you agree to opt-in to this mailing list. You can unsubscribe from the newsletter at any time by clicking “Unsubscribe” from within the email itself, or by logging into your Ulessy Account, selecting Account > Notifications, and then de-selecting the option to receive the newsletter. Once you unsubscribe, you will no longer receive these newsletter updates.
THE COMPANY CONTENT, THE SITE, THE SERVICES AND EACH PORTION THEREOF ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT POSSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE, THE COMPANY CONTENT, THE SERVICES AND EACH PORTION THEREOF, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR OTHER VIOLATION OF RIGHTS. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, VALIDITY, ACCURACY, OR RELIABILITY OF, OR THE RESULTS OF THE USE OF, OR OTHERWISE RESPECTING, THE COMPANY CONTENT, THE SITE, THE SERVICES, EACH PORTION THEREOF OR ANY THIRD PARTY SITES.
YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE’S CONTENT, THE CONTENT OF ANY SITE LINKED TO THIS SITE, CONTRIBUTIONS, INFORMATION OR ANY OTHER ITEMS OR MATERIALS ON THIS SITE OR LINKED TO BY THIS SITE. WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES OR INACCURACIES OF CONTENT AND MATERIALS, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SITE, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THIS SITE, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THIS SITE BY ANY THIRD PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THIS SITE. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES, OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES.
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL WE OR THIRD PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR PROFIT, ARISING OUT OR RELATING TO THE USE, OR THE INABILITY TO USE, THE COMPANY CONTENT, THE SITE, THE SERVICES OR ANY PORTION THEREOF, EVEN IF WE OR OUR AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOUR USE OF THE SITE, THE COMPANY CONTENT, THE SERVICES OR ANY PORTION THEREOF RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATE, YOU ASSUME ANY COSTS THEREOF. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. NEITHER WE, NOR THIRD PARTIES WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER ITEMS CONTAINED IN THE COMPANY CONTENT, THE SITE, THE SERVICES OR ANY PORTION THEREOF OR IN ANY REPORTS OF VERIFICATION SERVICES. YOU AGREE NOT TO HOLD US (OR OUR AGENTS, EMPLOYEES OR INSTRUCTORS) LIABLE FOR ANY INSTRUCTION, ADVICE OR SERVICES DELIVERED WHICH ORIGINATED THROUGH THE SITE, THROUGH ANY VERIFICATION SERVICE OR IN CONNECTION WITH THE COMPANY CONTENT, THE SERVICES OR ANY PORTION THEREOF. WE ARE NOT RESPONSIBLE FOR DISPUTES, CLAIMS, LOSSES, INJURIES, OR DAMAGE OF ANY KIND THAT MIGHT ARISE OUT OF OR RELATE TO CONDUCT OF INSTRUCTORS OR USERS.
You agree to indemnify, defend and hold harmless us, and our affiliates, officers, directors, agents, partners, employees, licensors, representatives and third party providers (including our affiliates’ respective officers, directors, agents, partners, employees, licensors, representatives, and third party providers), from and against all losses, expenses, damages, costs, claims and demands, including reasonable attorney’s fees and related costs and expenses, due to or arising out of any Submitted Content you submit, post to, email, or otherwise transmit to us or through the Services, your use of the Services, the Company Content or any portion thereof, your connection to the Services, or your breach of these Terms. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to fully cooperate with such defense and in asserting any available defenses.
We may add, change or eliminate features, pricing, nomenclature and other aspects of the Services and make other changes at any time and these Terms will continue to apply to the Services as modified. Ulessy reserves the right, in its sole discretion, to modify, suspend, or terminate this Agreement and the website and/or any portion thereof, and/or your account, password at any time for any reason with or without notice to you. Please review this Agreement periodically for changes. Your continued use of this website constitutes your acceptance and agreement to be bound by these
changes without limitation, qualification or change. If at any time you do not accept these changes,
you must immediately discontinue access to the website. You agree that we will not be liable to you or to any third party for any such modification, suspension, or discontinuance of the Site or the Services. The most current version of these Terms can be reviewed by clicking on the “Terms of Service” located at the bottom of the pages of the Site. The most current version of the Terms will supersede all previous versions. Your use of the Site or continued use of our service after changes are made means that you agree to be bound by such changes.
We may terminate your use of the Site or Services immediately without notice for any breach by you of these Terms or any of our applicable policies, as posted on the Site from time to time. Furthermore, we may terminate your rights to use the Site or the Services for any reason or no reason. In the event of termination or expiration, the following sections of these Terms shall survive: all provisions regarding ownership of intellectual property, indemnification, disclaimer of warranties and limitations of liability, the provisions of this section which, by their nature apply after termination, and the general provisions below. You agree that upon the termination, we may delete all information related to you on the Services and may bar your access to the Site and use of the Services. Upon the termination you will immediately destroy any downloaded or printed Company Content. In the event of termination, you will still be bound by your obligations under this Agreement and any additional terms, including the warranties made by you, and by the disclaimers and limitations of liability. Additionally, Ulessy shall not be liable to you or any third-party for any termination of your access.
These Terms and any policies applicable to you posted on the Site constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter. All rights not expressly granted in the Terms are expressly reserved. These Terms shall inure to our benefit and to the benefit of our agents, licensors, licensees, successors, and assigns.
If any provision of these Terms is found to be illegal or unenforceable, under applicable law, including, but not limited to, the warranty disclaimers and liability limitations set forth above, these Terms will be deemed curtailed and superseded by a valid, enforceable provision that most closely matches the intent of the original provision and to the extent necessary to make the Terms legal and enforceable and will remain, as modified, in full force and effect.
Nothing in these Terms shall be construed as making either party the partner, joint venture, agent, legal representative, employer, contractor or employee of the other. Neither the Company nor any other party to this Agreement shall have, or hold itself out to any third party as having, any authority to make any statements, representations or commitments of any kind, or to take any action that shall be binding on the other except as provided for herein or authorized in writing by the party to be bound.
You agree that monetary damages may not provide a sufficient remedy to Ulessy for violations of
the terms of this Agreement, and you consent to injunctive or other equitable relief for such
This Agreement, your rights and obligations, our rights and obligations, and all actions contemplated
by this Agreement will be governed by the laws of the United States of America and the State of
California, including California rules concerning conflicts and choice of law, as if this Agreement were
a contract wholly entered into and wholly performed within the State of California.
You hereby consent to the exclusive jurisdiction and venue of courts in the Country of San Francisco, California, USA, in all disputes arising out of or relating to this website.
Access to our website is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including, without limitation, this paragraph.
You agree to resolve any claims relating to these Terms or the Services through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below.
The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in San Francisco, California unless we agree otherwise.
You agree NOT to bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. You agree not to bring any class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations.
If you see objectionable content or have any questions about this Agreement, please contact Ulessy at email@example.com.
This Agreement is the entire and final agreement regarding access to our website. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. All rights not expressly granted herein are hereby reserved.