PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION OF DISPUTES PROVISION. YOU AGREE THAT DISPUTES BETWEEN YOU AND UgoSho WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
1. Use of Our App
UgoSho provides an App for you to create personal video stories, and if you choose, to add music, narration, or caption to accompany your story (“UgoSho Video”).
You may use the App only if you can form a binding contract with UgoSho, and only in compliance with this Agreement and all applicable local, state, federal, and international laws, rules, and regulations. By using our App, you represent and warrant that you have attained the age of majority where you reside (18 years of age in most jurisdictions) and are otherwise capable of entering into binding contracts including this Agreement. If you are using our Services on behalf of a company or other organization, you represent and warrant that you have authority to act on behalf of that entity and to bind that entity to this Agreement. The App is not available to any Users previously removed from the App by UgoSho.
b. UgoSho App.
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the App for your personal, private, noncommercial use, provided, however, that you shall not delete any proprietary notices or materials contained therein, and only in accordance with the features of the App as it is marketed by UgoSho. UgoSho reserves all rights not expressly granted herein in the App and the UgoSho IP (as defined below). UgoSho may terminate this license at any time for any reason or for no reason.
c. Commercial Use.
You may not use the UgoSho App for commercial purposes unless you are the copyright holder of your User Content, or you have obtained all necessary rights and licenses to use for commercial purposes all videos, images, musical works, sound recording, narration, and other material that makeup or are included in your User Content.
d. UgoSho Accounts.
iii. You are not permitted to use another User’s account without our permission. When creating your account, you must provide accurate and complete information.
iv. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers, and symbols) with your account.
v. You must notify UgoSho immediately of any breach of security or unauthorized use of your account. UgoSho will not be liable for any losses caused by any unauthorized use of your account.
vi. You may control your User profile and how you interact with the App by changing the settings in the mobile app.
vii. By providing UgoSho the email address you consent to our using the email address to send you App-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the App and special offers.
viii. We reserve the right to modify, suspend or terminate the App, any user account, or your access to the App for any reason, without notice, at any time, and without liability to you.
ix. You can cancel your account at any time.
x. Upon termination or cancellation, all licenses and other rights granted to you in these Terms will immediately cease.
xi. We reserve the right to refuse to issue an account to anyone or permit access to the App to anyone for any reason at any time.
e. Usage Rules.
i. You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the App in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the App in a manner that sends more request messages to the UgoSho servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser; (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the App; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the App; (vii) collecting or harvesting any personally identifiable information, including account names, from the App; (viii) using the App for any commercial purposes without having all necessary rights and licenses to the User Content; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the App; (xi) accessing any content on the App through any technology or means other than those capabilities provided by the App; or (xii) bypassing the measures we may use to prevent or restrict access to the App, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the App or the content therein.
ii. We may, without prior notice, change the App, stop providing the App or features of the App, to you or to Users generally, or create usage limits for the App. We may permanently or temporarily terminate or suspend your access to the App, or delete any User Content (as defined below), without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.
iii. You are solely responsible for your conduct and any data, text, files, information, images, photos, audio, and video clips, sound recordings, musical works, narration, works of authorship, links, and other content or materials that you submit, post or display on or via our App. UgoSho shall have no liability for conduct in relation to your use of our App.
2. User Content
a. Some areas of the App provide Users the capability to create, share and post content such as profile information, photographs, videos, images, musical works, sound recording, narration, text, and other material used to create a UgoSho, comments, questions, and other material or information (any such materials a User provides, shares, submits, displays, or otherwise creates using the App, including the UgoSho Video created by the User, are “User Content”). We claim no ownership rights over User Content created by you. UgoSho has the right (but not the obligation) in its sole discretion to remove any User Content that is stored via the App.
b. You agree not to post, store, transmit, create or share any User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); or (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships. You agree that any User Content that you create, store, or share does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below) or rights of privacy. UgoSho reserves the right, but is not obligated, to reject and/or remove any User Content that UgoSho believes, in its sole discretion, violates these provisions.
c. For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
In connection with your User Content, you affirm, represent, and warrant the following:
a. That you own or otherwise control the rights to your User Content, and that each and every part thereof, is an original work by you, or you have obtained all rights, licenses, consents, and permissions necessary in order to use those parts at any and all times.
b. That your User Content does not, and will not infringe or violate the rights of any third-party including, without limitation, any Intellectual Property Rights, performers’ rights, and any rights of privacy or publicity.
c. That you will indemnify UgoSho and its affiliates for all claims arising from or in connection with any claims to any rights in your User Content, or any damages arising from your User Content. This representation, warranty, and agreement to indemnify UgoSho extends to any Content to which you do not hold the necessary intellectual property rights including, without limitation, any unauthorized use of a third party's copyright or trademark protected material within, or as a component of your User Content.
d. That UgoSho shall have no obligation to pay you, or anyone else, any compensation or sum of money, including record or publishing royalties, performance fees, license fees, union, guild, or collective bargaining fees for the distribution, public performance, or other uses of your User Content.
e. That, to the extent that you use our App for any commercial purpose, and your User Content contains any copyrighted material that is not your original work or in which you do not otherwise own the copyright, you have obtained all rights, licenses, consents, and permissions necessary in order to use that copyrighted material in connection with the creation and/or dissemination of that User Content using the App.
3. User Content License Grant
a. If you share your User Content with UgoSho or link your User Content to UgoSho on a third party service (including, for example, by using the tag #UgoSho on Instagram or tagging UgoSho on Facebook), you expressly grant, and you represent and warrant that you have all rights necessary to grant, to UgoSho, and to all Users of UgoSho, a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the App and UgoSho’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of our App (and derivative works thereof) in any media formats and through any media channels now known or hereafter created.
b. User Content is not considered to be confidential. You agree not to submit User Content in which you have any expectation of privacy.
c. UgoSho has no control over User Content once posted, and it is possible that other Users may copy your User Content and repost it elsewhere. You agree that UgoSho shall not be held liable for any damages if your User Content is reposted by a third party without your consent.
d. UgoSho expressly disclaims any liability for the loss or damage to any User Content or any losses or damages you incur as a result of the loss or damage of any User Content. It is your responsibility to back up any User Content to prevent its loss.
The App provides you the ability to create personal video stories by sequencing your photos or other images, and if you choose, to accompany them with your music, narration, or other sounds. The App may also provide the capability for third parties to offer you music or audio clips to use in your creation of User Content. You continue to own all of your original User Content in any UgoSho video created by you. However, you do not own any music, audio clips, video, or other content provided by third parties via the App, including any such content that you include in a UgoSho video, and you may only use such content for private noncommercial purposes and to the extent of the functionality of the App.
b. Sharing UgoSho Videos and User Content.
c. Information Accuracy.
We attempt to ensure that information in our App is complete, accurate, and current. Despite our best efforts, the information may occasionally be inaccurate, incomplete, or out of date. We make no representation as to the completeness, accuracy, or currency of any information in the App. Furthermore, information in the App may contain typographical errors or omissions. We reserve the right to correct or make changes to such information without notice to you.
5. Mobile Software
a. Mobile Software.
We may make available software to access the App via a mobile device (“Mobile Software”). To use the Mobile Software you must have a mobile device that is compatible with the Mobile Software. Gosho does not warrant that the Mobile Software will be compatible with your mobile device. UgoSho hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Software for one UgoSho account on one mobile device owned or leased solely by you, for your personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Software, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Software to any third party or use the Mobile Software to provide time-sharing or similar services for any third party; (iii) make any copies of the Mobile Software; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Software, features that prevent or restrict use or copying of any content accessible through the Mobile Software, or features that enforce limitations on use of the Mobile Software; or (v) delete the copyright and other proprietary rights notices on the Mobile Software. You acknowledge that UgoSho may from time to time issue upgraded versions of the Mobile Software, and may automatically electronically upgrade the version of the Mobile Software that you are using on your mobile device. You consent to such automatic upgrading on your mobile device and agree that the terms and conditions of this Agreement will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Software is covered by the applicable open source or third-party license EULA, if any, authorizing the use of such code. The foregoing license grant is not a sale of the Mobile Software or any copy thereof, and UgoSho or its third-party partners or suppliers retain the all right title, and interest in the Mobile Software (and any copy thereof). Any attempt by you to transfer any of the rights, duties, or obligations hereunder, except as expressly provided for in this Agreement, is void. UgoSho reserves all rights not expressly granted under this Agreement. If the Mobile Software is being acquired on behalf of the United States Government, then the following provision applies. Use, duplication or disclosure of the Mobile Software by the U.S. Government is subject to restrictions set forth in this Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (OCT 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14 (ALT III), as applicable. The Mobile Software originates in the United States and is subject to United States export laws and regulations. The Mobile Software may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Mobile Software may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to the use of the Mobile Software and the UgoSho App.
b. Mobile Software from iTunes.
The following applies to any Mobile Software you acquire from the iTunes Store (“iTunes-Sourced Software”): You acknowledge and agree that this Agreement is solely between you and UgoSho, not Apple and that Apple has no responsibility for the iTunes-Sourced Software or content thereof. Your use of the iTunes-Sourced Software must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iTunes-Sourced Software. In the event of any failure of the iTunes-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the iTunes-Sourced Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iTunes-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by this Agreement and any law applicable to UgoSho as a provider of the software. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the iTunes-Sourced Software or your possession and/or use of the iTunes-Sourced Software, including, but not limited to: (i) product liability claims; (ii) any claim that the iTunes-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation, and all such claims are governed solely by this Agreement and any law applicable to UgoSho as a provider of the software. You acknowledge that, in the event of any third party claim that the iTunes-Sourced Software or your possession and use of that iTunes-Sourced Software infringe that third party’s intellectual property rights, UgoSho, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement. You and UgoSho acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement as relates to your license of the iTunes-Sourced Software, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as relates to your license of the iTunes-Sourced Software against you as a third-party beneficiary thereof.
6. Our Proprietary Rights
The App contains material owned or licensed by UgoSho (“UgoSho IP”). UgoSho IP may be protected by copyright, trademark, patent, trade secret, and other laws, and as between you and UgoSho, UgoSho owns and retains all rights in the UgoSho IP. We make no proprietary claim to any third-party names, trademarks, or service marks appearing in our App. Any third-party names, trademarks, and service marks are the property of their respective owners. You will not remove, alter, or conceal any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the App and you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the App. The UgoSho name and logo are trademarks of UgoSho, and may not be copied, imitated, or used, in whole or in part, without the prior written permission of UgoSho. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of UgoSho, and may not be copied, imitated, or used, in whole or in part, without prior written permission from UgoSho. You may choose to or we may invite you to submit comments or ideas about the App, including without limitation about how to improve the App or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited, and without restriction and will not place UgoSho under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, UgoSho does not waive any rights to use similar or related ideas previously known to UgoSho, or developed by its employees, or obtained from sources other than you.
UgoSho cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk. Violating the security of our services is prohibited and may result in criminal and civil liability. UgoSho may investigate incidents involving such violations and may involve, and will cooperate with law, enforcement if a criminal violation is suspected. Security violations include, without limitation, unauthorized access to or use of data or systems including any attempt to probe, scan, or test the vulnerability of the service or to breach security or authentication measures, unauthorized monitoring of data or traffic, and interference with service to any user, host, or network.
9. Reporting Copyright and Other IP Violations
UgoSho respects other people’s rights and we expect you to do the same.
a. Reporting Violations.
i. Since we respect User and content owner rights, it is UgoSho’s policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).
ii. If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is located on the App, please notify UgoSho’s copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:
iii. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
iv. Identification of the copyrighted work that you claim has been infringed;
v. Identification of the material that is claimed to be infringing, and where it is located in the App;
vi. Information reasonably sufficient to permit UgoSho to contact you, such as your address, telephone number, and, e-mail address;
vii. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
viii. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
The above information must be submitted to the following DMCA Agent:
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.
If you receive notification that your User Content has been removed from the Services, you have an opportunity to appeal this removal if you believe that your User Content was removed in error. If you believe that the removed User Content does not violate any third-party rights, or you have authorization from the rights-holder or the rights-holder’s authorized agent to use the material in question, you may appeal the removal by sending an email notice to the DMCA Agent at: email@example.com with the following information:
i. Your physical or electronic signature;
ii. Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
iii. A statement under penalty of perjury that you have a good-faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
iv. Your name, address, and telephone number, and a signed statement that you consent to the jurisdiction of state and federal courts in the state of Delaware, and that you will accept service of process from the party who made the initial infringement claim (or their authorized agent) if they choose to pursue legal action.
Please note that this procedure is exclusively for notifying UgoSho and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with UgoSho’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.
In accordance with the DMCA and other applicable law, UgoSho has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. UgoSho may also at its sole discretion limit access to the App and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
10. Third-Party Links and Materials
11. User Assumed Risk
a. The UgoSho App and services enable anyone to create and share videos. UgoSho does not review or edit the videos and we are not in a position to determine the appropriateness or the legality of User Content. UgoSho does not exercise any editorial control over the User Content available on the App and, as such, we do not guarantee in any manner the reliability, validity, accuracy, legality, or truthfulness of the UgoSho Videos.
b. As a User of the App, you acknowledge and affirmatively agree that in the course of using the App you may be exposed to User Content that might be offensive, harmful, inaccurate, or otherwise inappropriate, and further agree that UgoSho shall not, under any circumstances, be liable in any way for any User Content.
c. You acknowledge and agree that any User Content relating to health, wellness, and physical exercise will, in the nature of this type of content, expose you to inherent risks and dangers, and by viewing such content, you choose to assume those risks voluntarily, including the risk of illness, bodily injury, disability, or death.
12. Indemnity and Release
You agree to defend, indemnify and hold harmless UgoSho and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the App, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) any claim for damages that arise as a result of any of your User Content, including without limitation any User Content, or any that is created, stored, shared or submitted via your account; or (vi) any other party’s access and use of the App with your unique username, password or other appropriate security code.
By using the App, you release, to the maximum extent allowed by law, UgoSho, its officers, directors, employees, affiliates, and agents from claims, demands, and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of, or in any way connected with, your use of our App, including without limitation, any death or serious emotional or physical harm. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
13. Disclaimers; No Warranty
THE APP IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE APP IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APP IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM UgoSho OR THROUGH THE APP WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, UgoSho, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE APP WILL MEET YOUR REQUIREMENTS; THAT THE APP WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT THE APP IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE APP IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE APP.
UgoSho DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE UgoSho APP OR ANY HYPERLINKED WEBSITE OR SERVICE, AND UgoSho WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
FEDERAL LAW, SOME STATES, PROVINCES, AND OTHER JURISDICTIONS DO NOT ALLOW EXCLUSIONS AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
14. Limitation of Liability
IN NO EVENT SHALL UgoSho, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS APP. UNDER NO CIRCUMSTANCES WILL UgoSho BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE APP OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UgoSho ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR APP; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE APP; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR APP BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE APP; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL UgoSho, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO UgoSho HEREUNDER OR $100.00, WHICHEVER IS GREATER.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF UgoSho HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
The App is controlled and operated from facilities in the United States. UgoSho makes no representations that the App is appropriate or available for use in other locations. Those who access or use the App from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the App if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the App are solely directed to individuals, companies, or other entities located in the United States.
15. Governing Law, Arbitration, and Class Action/Jury Trial Waiver.
a. Governing Law.
You agree that: (i) the App shall be deemed solely based in Delaware; and (ii) the App shall be deemed a passive one that does not give rise to personal jurisdiction over UgoSho, either specific or general, in jurisdictions other than Delaware. This Agreement shall be governed by the internal substantive laws of the State of Delaware, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in Sussex County, Delaware for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that Sussex County, Delaware is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM UgoSho.
For any dispute with UgoSho, you agree to first contact us at support@UgoShov.com and attempt to resolve the dispute with us informally. In the unlikely event that UgoSho has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by Judicial Arbitration and Mediation Services (“JAMS”), under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in Sussex County, Delaware unless you and UgoSho agree otherwise. If you are using the App for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees, and reasonable costs for expert and other witnesses. If you are an individual using the App for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing UgoSho from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights, or other proprietary rights.
c. Class Action/Jury Trial Waiver.
REGARDLESS OF WHETHER YOU HAVE OBTAINED OR USED THE APP FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND UgoSho WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND THAT YOU AND UgoSho HEREBY EXPRESSLY WAIVE TRIAL BY JURY. YOU MAY BRING CLAIMS ONLY ON YOUR OWN BEHALF. NEITHER YOU NOR UgoSho WILL PARTICIPATE IN A CLASS ACTION nor CLASS-WIDE ARBITRATION FOR ANY CLAIMS COVERED BY THIS AGREEMENT. YOU ALSO AGREE NOT TO PARTICIPATE IN CLAIMS BROUGHT BY A PRIVATE ATTORNEY GENERAL OR IN A REPRESENTATIVE CAPACITY, OR CONSOLIDATED CLAIMS INVOLVING ANOTHER PERSON’S ACCOUNT.
16. Law Enforcement
a. UgoSho is committed to cooperating with law enforcement while respecting each individual’s right to privacy. If UgoSho receives a request for user account information from a government agency investigating criminal activity, we will review the request to be certain that it satisfies all legal requirements before releasing information to the requesting agency.
b. Furthermore, under 18 U.S.C. §§ 2702(b)(8) and 2702(c)(4) (Voluntary Disclosure Of Customer Communications or Records), UgoSho may disclose user account information to law enforcement, without a subpoena, court order, or search warrant, in response to a valid emergency when we believe that doing so is necessary to prevent death or serious physical harm to someone. UgoSho will not release more information than it prudently believes is necessary to prevent harm in an emergency situation.
a. Electronic Communication.
Although we may choose to communicate with you by regular mail, we may also choose to communicate with you by electronic means including, without limitation, email, telephone, text, SMS, or by posting notices on our Services. You consent to communicate with us electronically and 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.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by UgoSho without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
c. Notification Procedures and Changes to the Agreement.
d. Entire Agreement/Severability.
This Agreement, together with any amendments and any additional agreements you may enter into with UgoSho in connection with the App, shall constitute the entire agreement between you and UgoSho concerning the App. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.
e. No Waiver.
No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and UgoSho’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
Contact. Please contact us at support@UgoSho.live with any questions regarding this Agreement.
This Agreement was last modified on 09/26/2018.