CONTRIBUTION LICENSE

You agree that Ugami may access, store, process, and use any information and personal data that you provide following the terms of the Privacy Policy and your choices (including settings).

By submitting suggestions or other feedback regarding the Site, you agree that we can use and share such feedback for any purpose without compensation to you.

We do not assert any ownership over your User Submissions. You retain full ownership of all of your User Submissions and any Intellectual Property Rights or other proprietary rights associated with your User Submissions.

By submitting any User Submissions, you are granting Ugami an irrevocable, royalty-free, perpetual, worldwide, and fully sub-licensable license to reproduce, publish, modify, adapt, translate, create derivative works from, and otherwise use in whole or in part your User Submissions for any purpose in any media, whether now known or hereafter invented, for any purpose (including for commercial or promotional purposes). You grant Ugami the right to use your name and likeness in connection with any such use of User Submissions made by you, but we will not be obligated to identify you in connection with any such use. You also agree that we will be free to use any ideas, concepts, know-how or techniques contained in any User Submissions for any purpose whatsoever, including but not limited to, developing, manufacturing and marketing products which incorporate or otherwise rely upon that information, without notifying or providing any further compensation to you.

We are not liable for any statements or representations in your User Submissions provided by you in any area on the Site. You are solely responsible for your User Submissions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your User Submissions.

THIRD-PARTY WEBSITE AND CONTENT

Ugami works with one or more third-party service providers to provide the Services.  By using the Services, you license and authorize Ugami to share your information with such third parties and access information maintained by such third parties on your behalf as your agent, and you expressly authorize such third parties to disclose your information to Ugami.

Ugami may also, from time to time, recommend, provide access to, or enable third-party software, applications, products, services or website links (collectively, “Third-Party Services”). Such Third-Party Services are made available only as a convenience, and your purchase, access or use of any such Third-Party Services is solely between you and the applicable Third-Party Services provider. UGAMI MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER REGARDING THIRD-PARTY SERVICES. Your use of any such Third-Party Services is governed by the terms of your agreement with the provider of those Third-Party Services.

The Site may contain (or you may be sent via the Site) links to other websites (“Third-Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content”). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Use no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any applications you use or install from the Site. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

SITE MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) your Account, your  access to the Site, any of your User Submissions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.

VOID WHERE PROHIBITED

We administer and operate our website from its location in Key Biscayne, Florida, United States of America; other Sites may be administered and operated from various locations outside the United States. We do not imply that the materials published on any Site are appropriate for use outside of the United States and Canada.

You agree that: (i) our Site shall be deemed solely based in Key Biscayne, Florida, USA; and (ii) our Site shall be deemed a passive website, app or service that does not give rise to personal jurisdiction over Ugami or any of its affiliates or service providers, either specific or general, in jurisdictions other than Delaware or in some limited circumstances, Florida.

Although the Site is accessible worldwide, not all features, products or services discussed, referenced, provided or offered through or on the Site are available to all persons or in all geographic locations, or appropriate or available for use outside the United States and Canada. We reserve the right to limit, in its sole discretion, the provision and quantity of any feature, product or service to any person or geographic area. Any offer for any feature, product or service made on the Site is void where prohibited.

We remind you that this Agreement forbids any visitor to the Site from “masking” an IP address or country or jurisdiction of origin from which you are accessing the Site, whether through a proxy server, virtual private network (“VPN”), Tor or otherwise as set forth in Prohibited Activities.

If you access the Site from outside of the United States or Canada, you do so on your own initiative (in breach of this Agreement which requires you to be a resident of the United States or Canada as set forth in Representations by You) and you are responsible for compliance with local laws.

NEW JERSEY CONSUMERS

If you are a consumer residing in New Jersey, the following provisions of this Terms of Use do not apply to you (and do not limit any rights that you may have) to the extent that they are unenforceable under New Jersey law: (a) in Intellectual Property, the statement that content or intellectual property is provided to you “AS IS”, (b) in Limitations of Liability or Modifications and Interruptions, the disclaimer of liability for any indirect, incidental, consequential, special, exemplary or punitive damages of any kind (for example, to the extent unenforceable under the New Jersey Punitive Damages Act, New Jersey Products Liability Act, New Jersey Uniform Commercial Code and New Jersey Consumer Fraud Act; (c) in Disclaimer or Limitations of Liability, the limitation on liability for lost profits or loss or misuse of any data (for example, to the extent unenforceable under the New Jersey Identity Theft Protection Act and New Jersey Consumer Fraud Act); (c) in Disclaimer or Limitations of Liability, application of the limitations of liability to the recovery of damages that arise under contract and tort, including negligence, strict liability or any other theory (for example, to the extent such damages are recoverable by a consumer under New Jersey law, including the New Jersey Products Liability Act; (d) subject to and only limited to the extent of limitations and prohibitions imposed by applicable statutory and case law in the State of New Jersey to Delaware corporations under an agreement intended to be governed by Delaware law and transacting with New Jersey consumers, in Indemnification, the requirement that you indemnify Ugami and other indemnified parties (for example, to the extent the scope of such indemnity is prohibited or limited under New Jersey law); (e) in Governing Law, the submission to the jurisdiction and venue of any state or federal court in the State of Delaware to the extent permitted under the Arbitration Agreement, to the extent deemed unenforceable under New Jersey law, and (f) in Governing Law, the Delaware governing law provision (for example, to the extent that your rights as a consumer residing in New Jersey are required to be governed by New Jersey law).

INDEMNIFICATION

You agree to defend, indemnify and hold harmless Ugami and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, and our third-party service providers, from and against any and all third-party claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising out of, related to, or resulting from : (a) your use of and access to the Site and the Services, including any data or Content transmitted or received by you; (b) your violation of these Terms of Use, including without limitation your breach of any of the Representations by you above; (c) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (d) your violation of any applicable law, rule or regulation; (e) your intentional misconduct; or (f) any other party’s access and use of the Site or the Services with your unique username, password or other appropriate security code.

NO WARRANTY

THE SITE AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SITE AND THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND SERVICES ARE 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 UGAMI OR THROUGH THE SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, UGAMI, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE INFORMATION PROVIDED TO YOUR THROUGH THE SITE IS ACCURATE, RELIABLE OR CORRECT; THAT THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SITE OR THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SITE OR THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE 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 SITE.

UGAMI DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND UGAMI WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL UGAMI, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS 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, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SITE. UNDER NO CIRCUMSTANCES WILL UGAMI BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SITE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UGAMI 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 THE SITE OR THE SERVICES; (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 SITE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SITE 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 SITE; AND/OR (VII) USER SUBMISSIONS AND THIRD PARTY CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL UGAMI, 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 $100.00.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF UGAMI 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.

GOVERNING LAW, ARBITRATION, AND CLASS ACTION/JURY TRIAL WAIVER

Governing Law. 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). You agree to submit to the personal jurisdiction of the federal and state courts located in Miami-Dade County, Florida for any actions in the United States and the courts located in Toronto, Ontario for any actions in Canada 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 a our copyrights, trademarks, trade secrets, patents, or other Intellectual Property Rights or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that the federal or state courts located in Miami-Dade County, Florida and/or Toronto, Ontario as applicable are the proper fora 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 in relation to a dispute arising in the United States and/or Canada as applicable 

Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM UGAMI. For any dispute with Ugami, you agree to first contact us at [email protected] and attempt to resolve the dispute with us informally. In the unlikely event that Ugami has not been able to resolve the dispute after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims arising from protection of Intellectual Property Rights which will be resolved through litigation or for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Terms of Use, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS. Claims with amounts claimed greater than $250,000 will apply the JAMS Comprehensive Arbitration Rules and Procedures; and Disputes with amounts claimed less than or equal to $250,000 will apply the JAMS Streamlined Arbitration Rules. The arbitration will be conducted in Miami-Dade County, Florida or Toronto, Ontario, as applicable unless you and Ugami agree otherwise. If JAMS cannot administer the Claim, either party may petition the US District Court for the Southern District of Florida or the courts of Toronto Ontario, as applicable to appoint an arbitrator. 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. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Either party may commence arbitration by providing a written demand for arbitration to JAMS and the other party detailing the subject of the Claim and the relief requested. Each party will continue to perform its obligations under these Terms of Use unless that obligation or the amount (to the extent in dispute) is itself the subject of the Claim. Nothing in this Section shall be deemed as preventing either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of its data security, Intellectual Property Rights or other proprietary rights. Proceedings and information related to them will be maintained as confidential, including the nature and details of the Claim, evidence produced, testimony given, and the outcome of the Claim, unless such information was already in the public domain or was independently obtained. You and Ugami, and all witnesses, advisors, and arbitrators will only share such information as necessary to prepare for or conduct arbitration or other legal proceeding, or enforcement of the outcome, unless additional disclosure is required by law.

Class Action/Jury Trial Waiver. With respect to all persons and entities, regardless of whether they have obtained an Account or used the Site or the Services for personal, commercial or other purposes, all Claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims. You agree that, by agreeing to these Terms of Use, you and Ugami are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.