Terms of Use

AGREEMENT TO TERMS


These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Ugami Inc. ("Ugami", “we”, “us”, or “our”), concerning your access to and use of the https://ugami.com website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto, including any services relating thereto (collectively, the “Site”). You agree that by accessing the Site, you have read, understood, and agreed to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.


Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. Your continued use of the Sites after the effective date of any revised Terms of Use (or such other act as specified in the revised Terms of Use) will, to the fullest extent permitted by applicable law, constitute your consent to those changes. However, we will provide notice and obtain your consent (opt-in or opt-out) if required by law.  Note that you may need to consent to our new revised Terms of Use in order to continue to use the Site and our services.


The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.


The Site is not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use this Site. You may not use the Site in a way that would violate the Gramm-Leach-Bliley Act (GLBA).


The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site. 


Subject to any limitations imposed by applicable law (including under Void Where Prohibitedand New Jersey Consumers, we may, with or without prior notice, terminate any of the rights granted by this Agreement.


INTELLECTUAL PROPERTY RIGHTS


Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos, whether or not delineated in large print or with trademark symbols or in any other fashion, contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The entire Content (images and text) of ugami.com is copyrighted and may not be reproduced, published, broadcast, posted, modified, transmitted, displayed, distributed, downloaded or otherwise used except as provided herein without the express written permission of Ugami.


Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.


The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission. The use (except as permitted herein) or misuse of the trademarks or any other intellectual property of Ugami is expressly prohibited and may be in violation of copyright, trademark, slander or libel laws, privacy law and publicity and communications regulations and statutes. Ugami actively and aggressively enforces its intellectual property rights to the fullest extent of the law.


REPRESENTATIONS BY YOU


By using the Site, you represent and warrant that: (1) all registration information or any User Submission (as defined below) you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information or User Submission as necessary; (3) you have the legal capacity and you agree to comply with these Terms of Use; (4) you are 18 years of age or older; (5) you reside in the United States; (6) you will not access the Site through automated or non-human means, whether through a bot, script, or otherwise; (7) you will not use the Site for any illegal or unauthorized purpose; and (8) your use of the Site will not violate any applicable law or regulation.


If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).


USER REGISTRATION AND YOUR RESPONSIBILITY FOR ACCOUNT AND PASSWORD SECURITY


You may be required to register with the Site. You agree to keep your password confidential and will be responsible for all use of your account and password. When and if you use the Site, it shall be your sole responsibility to maintain the confidentiality of your e-mail address, password and any other account identifiers related to any personal account you created on the Site (the "Account"), and for restricting access to your computers and mobile devices in. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, unlawful, indecent, obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (in each case, as determined by us). You also agree to accept sole responsibility for any and all activity that occurs under your Account.


PROHIBITED ACTIVITIES


You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.


As a user of the Site, you agree not to:


1. Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.


2. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.


3. Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.


4. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.


5. Use any information obtained from the Site in order to harass, abuse, or harm another person.


6. Make improper use of our support services or submit false reports of abuse or misconduct.


7. Use the Site in a manner inconsistent with any applicable laws or regulations.


8. Use the Site to advertise or offer to sell goods and services.


9. Engage in unauthorized framing of or linking to the Site.


10. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.


11. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.


12. Delete the copyright or other proprietary rights notice from any Content.


13. Attempt to impersonate another user or person or use the username of another user.


14. “Mask” 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.


15. Sell or otherwise transfer your profile.


16. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).


17. Take any action that Interferes with, disrupts, or creates an undue burden or unreasonable or disproportionately large load on the Site or the networks, infrastructure or services connected to the Site.


18. Use any device, software, or routine to interfere or attempt to interfere with the proper working of the Site or any activity conducted on the Site or attempt to probe, scan, test the vulnerability of, or breach the security of any system, infrastructure or network.


19. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.


20. Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.


21. Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.


22. Decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Site.


23. Except as may be the result of standard search engine or Internet browser usage, (a) engage in unauthorized harvesting of content, (b) use any other unauthorized automated means to compile content or information, (c) use, launch, develop, or distribute any automated system (including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site), or (d) use or launch any unauthorized script or other software.


24. Use a buying agent or purchasing agent to make purchases on the Site.


25. Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.


26. Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.


27. Engage in any other conduct that restricts or inhibits any person from using or enjoying the Site, or that, in our sole judgment, exposes us or any of our users, affiliates, or any other third party to any liability, damages, or detriment of any type.


We reserve the right to take such action as we deem appropriate to enforce our rights under these Terms of Use. Violations of system or network security may result in civil or criminal liability. We may investigate and work with law enforcement authorities to prosecute users who violate the Terms of Use.


USER SUBMISSIONS


The Site does not offer users to submit or post content. We may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including without limitation, text, writings, video, audio, photos, audio, video, photographs, graphics, text, messages, comments, suggestions, or personal information, files or other content or material which are submitted or contributed by you or through your account to the Site (collectively, "User Submissions"). User Submissions may be viewable by other users of the Site and through third-party websites. As such, any User Submissions you transmit may be treated in accordance with the relevant Privacy Policy for the Site. When you create or make available any User Submissions, you thereby represent and warrant that:


1.  The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your User Submissions do not and will not infringe upon any rights, including but not limited to the proprietary rights, copyright, patent, trademark, trade secret, or moral rights, of any third party.


2.  You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your User Submissions in any manner contemplated by the Site and these Terms of Use.


3.  You have the written consent, release, and/or permission of each and every identifiable individual person in your User Submissions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your User Submissions in any manner contemplated by the Site and these Terms of Use.


4.  Your User Submissions are not false, inaccurate, or misleading.


5.  Your User Submissions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.


6.  Your User Submissions are not inappropriate, unlawful, indecent, obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (in each case, as determined by us).


7.  Your User Submissions do not ridicule, mock, disparage, intimidate, or abuse anyone.


8.  Your User Submissions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.


9.  Your User Submissions do not violate any applicable law, regulation, or rule.


10.  Your User Submissions do not violate the privacy or publicity rights of any third party.


11.  Your User Submissions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.


12.  Your User Submissions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.


13.  Your User Submissions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.


14.  Your User Submissions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.


You agree that you will remain responsible for the content of any User Submissions you create or make available.


Any use of the Site in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Site.


We may review, remove, reject, or revise User Submissions at any time, without prior notice, and in our sole discretion. We may remove, reject, or revise content that we believe violates these Terms of Use, is otherwise objectionable, or for any other reason without prior notice.


CONTRIBUTION LICENSE


You and the Site 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


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) 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.


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. 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, you do so on your own initiative (in breach of this Agreement which requires you to be a resident of the United States as set forth in Representations by Youand 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).