“This document has been prepared in English and has been translated into Spanish solely for the convenience of the reader. In the event of any conflict between this document and the English version, the English version shall prevail”.
Last updated: 10/21/2022
AGREEMENT TO TERMS
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 subject 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).
Subject to any limitations imposed by applicable law (including under Void Where Prohibited and New Jersey Consumers), we may, with or without prior notice, terminate any of the rights granted by this Agreement.
PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
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 (together “Intellectual Property Rights”). 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.
REPRESENTATIONS BY YOU
If you and any U18 User that you sponsor provide any information that is untrue, inaccurate, not current, or incomplete, or use the Site for any illegal or unauthorized purpose or in violation of any applicable law or regulation,. 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 and the account of any U18 User that you sponsor.
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, on behalf of yourself and any U18 User that you Sponsor, agree not to:
- 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.
- Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords or to gain access to the Site when you are not eligible.
- 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.
- Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
- Use the Site or any information obtained from the Site in order to harass, abuse, or harm another person.
- Make improper use of our support services or submit false reports of abuse or misconduct.
- Use the Site in a manner inconsistent with any applicable laws or regulations.
- Use the Site to advertise or offer to sell goods and services.
- Engage in unauthorized framing of or linking to the Site.
- 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.
- 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.
- Delete the copyright or other proprietary rights notice from any Content.
- Attempt to impersonate another user or person or use the username of another user.
- “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.
- Sell or otherwise transfer your profile.
- 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”).
- 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.
- 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.
- Harass, annoy, intimidate, or threaten other Users or any of our employees or agents engaged in providing any portion of the Site to you.
- Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
- Decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Site.
- 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.
- Use a buying agent or purchasing agent to make purchases on the Site.
- 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.
- 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.
- 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.
If you choose to have your employer direct deposit your paycheck into your Account, we may allow you to access your funds before they have cleared. Early access to direct deposit payroll funds depends on the timing of the submission of the payment file from your employer. We generally make these funds available on the day the payment file is received, which may be up to two days earlier than the scheduled payment date. However, this availability is not guaranteed. Ugami shall determine in its sole discretion whether or not you are eligible for early access. Being eligible for one early access payment does not mean that you will be eligible for any subsequent early access payment. You should not expect or rely upon having early access to your funds and Ugami shall not be held responsible for any losses or harm you suffer as a result of your expectation or reliance thereon.
- 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.
- Your User Submissions are not false, inaccurate, or misleading.
- Your User Submissions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
- 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).
- Your User Submissions do not ridicule, mock, disparage, intimidate, or abuse anyone.
- 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.
- Your User Submissions do not violate any applicable law, regulation, or rule.
- Your User Submissions do not violate the privacy or publicity rights of any third party.
- 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.
- Your User Submissions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
- Your User Submissions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
You agree that you will remain responsible for the content of any User Submissions you or any U18 User that you sponsor create or make available.
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
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 You and you are responsible for compliance with local laws.
NEW JERSEY CONSUMERS
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 ANY U18 USER ACCOUNT THAT YOU SPONSOR 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 OR ANY U18 USER ACCOUNT THAT YOU SPONSOR’S 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 OR ANY U18 USER ACCOUNT THAT YOU SPONSOR 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 on behalf of yourself and any U18 User that you sponsor agree to submit to the personal jurisdiction of the federal and state courts located in Miami-Dade County, Florida 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 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 on behalf of yourself and any U18 User that you sponsor agree that the federal or state courts located in Miami-Dade County, Florida 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.