Last updated: March 1, 2018
Welcome to Unleashed by Lauren! We are pleased to provide you access to certain Unleashed by Lauren systems, programs, products, methods and other intellectual property, which include (i) websites (including www.unleashedbylauren.com), software, platforms (including our secured intranet platforms (e.g., as applicable, Vagaro, Paypal) and, as applicable, social media platforms that we may provide or make available from time to time), applications (including mobile applications) and content that we may provide or make available from time to time; (ii) e-mail and network systems and accounts; (iii) reservation systems, point-of-sale systems and databases, guest management platforms, wireless high-speed Internet access system and other systems that we may provide or make available from time to time; (iv) wax passes, rewards and gift card programs and network contests and promotions; (v) e-mail notifications and other mediums, or portions of such mediums (collectively, “UBL Services”).
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING ANY UBL SERVICE. BY USING ANY UBL SERVICE, OR BY CLICKING TO ACCEPT OR AGREE TO THESE TERMS AND CONDITIONS WHEN THIS OPTION IS MADE AVAILABLE TO YOU, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, INCLUDING THE INCORPORATED TERMS. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, OR ANY PORTION OF THESE TERMS AND CONDITIONS (INCLUDING ANY PORTION OF THE INCORPORATED TERMS REFERENCED ABOVE), YOU MUST NOT ACCESS OR USE ANY UBL SERVICE OR MAKE PURCHASES ON OR THROUGH ANY UBL SERVICE. THESE TERMS AND CONDITIONS DESCRIBE THE LIMITED BASIS ON WHICH UBL SERVICES ARE AVAILABLE AND, EXCEPT AS SET FORTH BELOW, SUPERSEDE PRIOR AGREEMENTS OR ARRANGEMENTS RELATED TO UBL SERVICES.
PLEASE BE ADVISED THAT THESE TERMS AND CONDITIONS CONTAIN AN AGREEMENT TO ARBITRATE ALL CLAIMS AND DISCLAIMERS OF WARRANTIES AND LIABILITY. THESE TERMS AND CONDITIONS ALSO ALLOW YOU TO PURSUE CLAIMS AGAINST US ONLY ON AN INDIVIDUAL BASIS, AND NOT AS PART OF ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND YOU MAY SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE AND DECLARATORY RELIEF) ONLY ON AN INDIVIDUAL BASIS.
WE MAY IMMEDIATELY TERMINATE YOUR ACCESS TO ANY UBL SERVICE IF YOU FAIL TO COMPLY WITH ANY PROVISION OF THESE TERMS AND CONDITIONS.
Your Compliance with These Terms and Conditions
You acknowledge that our Terms and Conditions are supported by reasonable and valuable consideration, which you have received, and which is adequate. Such consideration includes your ability to access, use or interact with each UBL Service.
Access and Use of UBL Services by Minors
You may only access and participate in UBL Services if you are either (i) 18 years of age or older or have reached the age of majority by your respective state or territory of residence, if such age is greater than 18 years of age; or (ii) the parent or legal guardian of a minor at least 13 years of age and have the legal right to consent to and do hereby consent to our Terms and Conditions on behalf of that minor.
Your Access and Use of UBL Services
You are entitled to access and use UBL Services only for lawful purposes and only pursuant to our Terms and Conditions. Your right to access and use UBL Services is personal to you and is not transferable by you to any other person or entity. Unless explicitly permitted by us in writing, you may not assign, transfer, re-market, resell or otherwise dispose of, UBL Services (including our products) without obtaining our prior written consent, which may be withheld in our sole discretion.
Your access and use of UBL Services may be interrupted from time to time for any of several reasons, including the malfunction of equipment, periodic updating, maintenance or repair of such UBL Services or other actions that we may, in our sole discretion, elect to take. From time to time, we may suspend or discontinue, or otherwise restrict access by any user to, any UBL Service or any portion or feature of any UBL Service at any time, in our sole discretion and without prior notice to you. We will not be liable if, for any reason, any UBL Service or any portion or feature of any UBL Service is unavailable at any time or for any period.
You will not, and you will not attempt to or otherwise authorize, encourage or support a third party’s attempts to, do any of the following, as determined by us, in our sole discretion, each of which may result in your loss of the right to access and use UBL Services: (i) violate our Terms and Conditions; (ii) restrict, inhibit or prevent any access, use or enjoyment of any UBL Service; or (iii) through the use of any UBL Service, defame, abuse, harass, offend or threaten anyone or any entity. You may not metatag or frame any UBL Service without our prior written permission, which may be withheld in our sole discretion. You are solely responsible for making all arrangements necessary for you to access UBL Services.
We may cancel or modify any UBL Service, including any purchases, gift cards, rewards points or other applicable items, if it appears that they are the result of fraudulent or inappropriate activity, or under other circumstances where it appears a mistake or error has occurred.
Access to the Internet: Salons by JC locations are individually owned and operated businesses. Therefore, franchise centers may provide access to Internet systems with different terms and conditions, and which may be provided “with or without a charge.” Those terms and conditions will apply and control to your access of such systems.
To the extent made available, you may have access to wireless high-speed Internet made available by UBL (the “Wi-Fi System”), which is provided “free of charge” as a courtesy to you, in accordance with our Terms and Conditions. You acknowledge that the ability to provide free access to the Wi-Fi System is based on the indemnifications, lack of warranty, limitation of liability and other terms specified in our Terms and Conditions, and it would require a substantial charge if any of these provisions were unenforceable.
We are not responsible for screening or restricting access to any content placed on or accessible through the Internet. We are also not responsible for screening or restricting communications between parties via the Internet. You acknowledge that, if you access the Internet, you may receive or be exposed to content, goods or services which you consider to be improper, inaccurate, misleading, defamatory, obscene or otherwise offensive. You agree that we are not responsible or liable for any action or inaction with respect to any content on the Internet accessible through the Wi-Fi System whatsoever. We may, in our sole discretion, monitor your activity while you use the Wi-Fi System and keep a log of the Internet Protocol (“IP”) addresses of any devices which access the Wi-Fi System, the times when they have accessed the Wi-Fi System and the activity associated with that IP address.
Reservations. In connection with UBL Services, you may make only legitimate reservations in good faith for use only by you or others on whose behalf you are authorized to act, and not for other purposes, including reselling, impermissibly assigning or posting on third-party websites, making speculative, false or fraudulent reservations, or any reservations in anticipation of demand. We may, in our sole discretion, cancel or modify reservations for any reason, including any breach of our Terms and Conditions, where it appears that you engaged in fraudulent or inappropriate activity, or under other circumstances where it appears that the reservations contain or resulted from a mistake or error, even if such mistake or error is ours.
Your Information and Security
You Must Maintain the Security of Any Password Issued to You. If any UBL Service requires you to create a password to use such UBL Service or any portion thereof or use a password that you have created with a third party, then it is your sole responsibility to maintain the security of that password. You acknowledge that your password and related account is personal to you and agree not to provide any other person with access to any UBL Service or portions thereof using your user name, password or other security information. We will not be liable for any loss that you may suffer as a result of the authorized or unauthorized use of your password by a third party. We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our sole opinion, you have violated any provision of our Terms and Conditions.
You Must Notify Us of a Breach. You will immediately notify us of any unauthorized use of your password, any unauthorized use of any account that you may have with us, any violation of our Terms and Conditions, or any other breach of security known to you in connection with any product or service available on or through any UBL Service by sending an e-mail to us at: email@example.com.
You Must Comply with These Terms and Conditions and All Applicable Law. You will comply with our Terms and Conditions and all applicable local, state, national and international laws, regulations or rules. You will not submit on or through any UBL Service any User Generated Content (as defined below) or other material in a manner that violates our Terms and Conditions, or contrary to any applicable local, state, national and international laws, regulations or rules.
UBL Services may act as a venue, through blogs, messaging, chat rooms, bulletin boards, comments pages and other forums (collectively, the “Forums”), allowing users to contribute, publish, post, submit, transmit or display (collectively, “post”) information, statements and other content (“User Generated Content”). We are not involved in the preparation or actual transmission of User Generated Content for or in the Forums. As a result, we do not approve or endorse any User Generated Content in the Forums, and you acknowledge and agree that we (i) have no control over the quality, correctness, timeliness, safety, truth, accuracy or legality of any User Generated Content posted by you or any other person or entity in the Forums; and (ii) will have no liability to you as a result of your submission or posting, access or use of, or reliance on, such User Generated Content.
You may find User Generated Content posted in the Forums by other users to be offensive, harmful, indecent, inaccurate or deceptive. Please use caution and common sense, and do not rely solely on User Generated Content published in the Forums. Without limiting the generality of the foregoing, and although we do not regularly review User Generated Content in the Forums, we may, in our sole discretion and at any time, remove or edit any User Generated Content in the Forums.
You agree that all ideas, comments, suggestions and other User Generated Content that you provide to us through Forums will be our property and may be used by us on a non-confidential and unrestricted basis, without any requirement to provide notice, attribution or compensation to you.
You should immediately report problems with the Forums to us at firstname.lastname@example.org.
These community standards apply to any and all access or use of UBL Services and User Generated Content. All access or use of UBL Services and User Generated Content must, in its entirety, comply with all applicable federal, state, local and international laws, ordinances and regulations. Without limiting the foregoing, your access and use of UBL Services and User Generated Content must not:
- Contain or promote any material that is trade libelous, unlawfully threatening, unlawfully harassing, defamatory, obscene, explicit or vulgar, or otherwise injurious to us or third parties or that infringes on our or any third party’s rights of publicity or privacy;
- Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, age, color, pregnancy, national origin, handicap, marital status, veteran status, gender identity or expression, genetic information or any other characteristic protected by federal, state or local law;
- Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person (including our rights);
- Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with our Terms and Conditions;
- Contain or promote any material that is false, inaccurate or misleading;
- Represent or promote a personal opinion as that of UBL, or, to the extent you have an affiliation with us, represent or promote a personal opinion without disclosing your affiliation and including a disclaimer that your views do not represent our views (for instance, “the views in this posting reflect my personal views and do not represent the views of Unleashed by Lauren”);
- Reveal, disclose or use proprietary or Confidential Information, including official UBL information, employee information, personnel information or intellectual property without express written authorization from us;
- Circumvent user authentication or security of any host, network or account;
- Promote any illegal activity, or advocate, promote or assist any unlawful act;
- Involve, contain or cause advertisements or solicitations, including contests, sweepstakes, other sales promotions, fundraising, barter or advertising, without our prior written consent, which consent may be withheld in our sole discretion;
- Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person;
- Interfere with or disrupt any UBL Service, or disobey any requirements, procedures, policies or regulations provided to you from time to time in connection with any UBL Service (including our Terms and Conditions);
- Impersonate any person, or misrepresent your identity or affiliation with any person or organization;
- Involve or contain federally trademarked or copyrighted information without our prior written permission;
- Contain, constitute or transmit chain letters, mass mailings, political campaigning or any form of “spam”; or
- Contain, transmit or cause any viruses, worms, Trojan horses, trap doors, back doors, easter eggs, time bombs, cancelbots or other code or computer programming routines that encompass contaminating or destructive properties or that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
If you are unsure about the appropriateness of any access, use or User Generated Content related to any UBL Service, you must refrain from such access or use, or from posting or communicating any such User Generated Content, until you receive explicit approval from us.
Transmissions, Submissions and Postings to UBL Services
If you transmit, submit or post content to any UBL Service (including User Generated Content) that is not federally trademarked or copyrighted, you automatically grant us and our assigns the worldwide, fully-paid, royalty-free, exclusive right and license to use, copy, format, adapt, publish, distribute, create derivative works from, or incorporate any or all such content in any media whatsoever, including the Content (as defined below). Provided that you have obtained prior written permission from us to transmit, submit or post content to UBL Services that is federally trademarked or copyrighted, you automatically grant us and our assigns the worldwide, fully-paid, royalty-free right to use, copy, format, adapt, publish, distribute, create derivative works from or incorporate any or all such content in any media whatsoever, including the Content. You also hereby grant each user of UBL Services a non-exclusive license to access your User Generated Content through each applicable UBL Service, and to use, reproduce, distribute and display such User Generated Content as permitted through the functionality of such UBL Services and under our Terms and Conditions. The above licenses granted by you are perpetual and irrevocable.
You are solely responsible for all your transmissions, submissions or postings (for example, your own User Generated Content) and the consequences of transmitting, submitting or posting them. We assume no liability for any action or inaction regarding transmissions, submissions or postings by you or any other user or third party.
Although we do not regularly review your transmissions, submissions or postings, we may, at our sole discretion and at any time, (i) edit, refuse to post or remove your transmissions, submissions or postings; and (ii) review transmissions, submissions or postings made by you to determine, in our sole discretion, your compliance with our Terms and Conditions.
Without limiting the foregoing, we have the right to:
- Take any action with respect to any User Generated Content that we deem necessary or appropriate, in our sole discretion, including removal of any User Generated Content if we believe, in our sole opinion, that such User Generated Content violates our Terms and Conditions, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of UBL Services or the public or could create liability for us.
- Take appropriate legal action, including referral to law enforcement for any illegal or unauthorized use of any UBL Service.
- Terminate or suspend your access to any UBL Service for any or no reason, including any violation of our Terms and Conditions.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through any UBL Service. YOU WAIVE AND HOLD US (AND OUR AFFILIATES, LICENSEES AND SERVICE PROVIDER) HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF THEIR INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
Confidentiality and Proprietary Rights
By accessing or using UBL Services, you may have access to Confidential Information from time to time. “Confidential Information” includes, as applicable, any trade, business and financial secrets and other confidential and proprietary information, including credit card information, company information, competitor data, specifications, research data, computer programs, designs, finances, research or development projects or results, policies, marketing data, agreements, business plans and strategies, new product or service offerings, product and service information, marketing information, marketing methods, financial information, pricing information and techniques, pending mergers and acquisition transactions, expansion plans, customer and supplier lists, customer and supplier information, strategies, methods, procedures, processes, contract terms, contract negotiations, compensation information, structures and plans, formulas, technology, documents, reports, analyses, data, studies, samples, copyright, trademark and patent applications, projections, software, trade secrets, know-how, and observations, and other disclosures pertaining to, based on, or containing, directly or indirectly, in whole or in part, any other Confidential Information.
Our Confidential Information and all copies and manifestations of the Confidential Information, (i) are, and will remain at all times, as between you and us, our exclusive property or the property of our licensors or other third parties who have provided Confidential Information to us, as applicable; and (ii) are our special and unique assets or trade secrets as defined under the Florida Uniform Trade Secrets Act, created or obtained by us at considerable time and expense, from which we may, will or do derive independent economic value from not being generally known to the public or third parties. You must therefore treat Confidential Information accordingly and not jeopardize it through your access or use of any UBL Service. If you are unsure whether you are permitted to disclose Confidential Information to particular individuals or how to safeguard our proprietary rights, please contact us at email@example.com.
In addition to any other confidentiality obligations that you may have in connection with a separate confidentiality agreement or otherwise, you will not in any manner or at any time, either directly or indirectly, (i) use any part of the Confidential Information, except as may be explicitly authorized by us in writing; (ii) use any Confidential Information in any manner detrimental to us; or (iii) divulge, disclose, distribute, reproduce, reverse engineer or communicate to any person or entity any of the Confidential Information.
Upon our request, you will immediately return all Confidential Information to us in your possession, or under your care and control.
Our Products and Services
You may have the ability to purchase or otherwise obtain certain products, services, wax passes, gift cards and related coupons and discounts (collectively, “Products”) on or through UBL Services (a “Transaction”). All Transactions are governed by our Terms and Conditions. Advertised prices and available quantities are subject to change without notice and may vary by area or location. References to gender (e.g., male, female or other) within any UBL Service are typically based on biological gender, as determined by a person’s physical anatomy, and is no way intended to discriminate against any gender identity or gender expression in any manner whatsoever. Our ability to provide certain Product offerings may be limited by certain conditions applicable to you, including your physical anatomy, medical condition or legal capacity, and therefore, we may, subject to applicable law, limit, change or restrict our Product offerings to you at any time for any or no reason, including based on any of the aforementioned conditions. UBL Services may contain technical inaccuracies and typographical or other errors in connection with the Products, including prices or available quantities applicable to a Transaction. We make no representations and assume no responsibility as to the completeness, accuracy or timeliness of any Content on or describing any UBL Service (including any features, specifications, prices and available quantities). We may, in our sole discretion, honor Transactions, reservations or information affected by any errors, inaccuracies or omissions in connection with UBL Services. We may make changes, corrections, cancellations or improvements to any UBL Service, and to the related Products and programs described, at any time and without notice to you, including after confirmation of a Transaction or reservation.
All material and information we, our franchisees or our respective associates may provide about our UBL Services (including our products) is intended to be used for personal educational or informational purposes only. Medical questions, concerns and decisions regarding the possible treatment of any medical condition should always be directed to your physician or healthcare provider. We are not doctors and do not provide medical advice and use of any information provided is not meant to serve as a substitute for professional medical advice. We do not give or intend to give any answers to medical related matters.
Please consult with your own physician or healthcare practitioner regarding the use of any products, services or information received before using or relying on them. The statements made about our products or services have not been evaluated by the U.S. Food and Drug Administration and the results reported, if any, may vary and therefore may not necessarily occur in all individuals. Unleashed by Lauren products and services are not intended to diagnose, treat, cure or prevent any disease. If you have any questions about a product, service or condition, you should consult with your physician or healthcare provider. Our products and services, including samples, are for personal use only. All products should be used strictly in accordance with their instructions, precautions and guidelines. You should always check the ingredients for products to avoid potential allergic reactions.
If you wish to make a Transaction, you may be asked to supply certain relevant information, such as your name, your credit card number and its expiration date, your billing address, CVV number, and your shipping information. You represent and warrant that (i) you have the right to use any credit card that you submit in connection with a Transaction; and (ii) any credit card information supplied by you is true and complete. By submitting such information, you grant to us the right to provide such information to third parties for purposes of facilitating Transactions. Verification of information may be required prior to the acknowledgment or completion of any Transaction; provided that, for the avoidance of doubt, the failure to verify any information will not invalidate or nullify any Transaction. By making a Transaction, you represent and warrant that the applicable Products will be used only in a lawful manner, and all Products purchased by you are for personal or gift use and not for commercial use or resale (for the avoidance of doubt, franchisee and corporate centers may purchase Products for commercial use in their respective Unleashed by Lauren locations).
All Transactions are subject to acceptance by us. We may, in our sole discretion and without prior notice, (a) refuse to accept a Transaction for any or no reason; (b) limit the available quantity of or discontinue making available any Product; (c) impose conditions on the honoring of any coupon, discount or similar promotion; or (d) bar any user from making any Transaction or refuse to provide any user with any Product in accordance with our Terms and Conditions. Cancellations, refunds and exchanges are subject to our applicable cancellation, refund and exchange policies, including such policies set forth in our Terms and Conditions and any Other Terms (as defined below) that may be provided to you separately. You will pay all charges incurred by you or on your behalf through UBL Services, at the prices in effect when such charges are incurred, including all shipping and handling charges. In addition, you are responsible for any taxes applicable to your Transactions.
We are not responsible for communication failures, errors, difficulties or other malfunctions or lost, stolen or misdirected transactions, transmissions, messages or entries on or in connection with any UBL Service. We are not responsible for any incorrect information associated with any Transaction on or to any UBL Service regardless of whether such incident is the result of user error, system error or human error.
WE MAKE NO WARRANTY OR REPRESENTATION REGARDING THE CONFIDENTIALITY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON ANY UBL SERVICE OR ANY LINKS ASSOCIATED WITH ANY UBL SERVICE. SUBJECT TO APPLICABLE LAW, WE WILL NOT BE RESPONSIBLE OR LIABLE IN ANY WAY FOR ANY INJURY, LOSS OR DAMAGE TO YOUR COMPUTER, MOBILE PHONE OR OTHER DEVICE, OR INTERCEPTION OR USE OF CREDIT CARD INFORMATION OR OTHER PERSONALLY IDENTIFIABLE INFORMATION, RELATED TO OR RESULTING FROM USE OF ANY UBL SERVICE OR ANY LINKS ASSOCIATED WITH ANY UBL SERVICE.
There may be provided on or through any UBL Service links or access to other websites, mediums, content or materials belonging to our advertisers, business partners, affiliates and other third parties. Such links and access do not constitute our endorsement of those third parties, nor the products or services of those third parties. We are not responsible for the activities or policies of those third parties. We accept no responsibility for such third parties or for any loss or damage that may arise from your use of the third-party links or the products or services of those third parties. We do not guarantee that the terms, prices or other content offered by any particular advertiser, business partner, affiliate or other third party on or through UBL Services are accurate or the best terms or lowest prices available in the market.
You acknowledge and agree that we are not responsible for any third-party materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. All third-party materials and links are provided solely as a convenience to you. If you decide to access any of the third-party websites or mediums, you do so entirely at your own risk and subject to the terms and conditions of use of such third-party websites and mediums.
Promotions may require you to provide Your Information (subject to our Terms and Conditions) in order to participate. Each Promotion is (i) void where prohibited by applicable laws, regulations or rules; (ii) not applicable to prior purchases and cannot be combined with any other offer, discount or coupon; and (iii) subject to availability and while stock or supplies lasts. We may, in our sole discretion and without any notice to you, alter, change, withdraw or cancel any Promotion, or any person’s participation in any Promotion, at any time for any reason. For instance, we may disqualify entries for any Promotion that are late, misdirected, incomplete, corrupted, lost, illegible or invalid or where appropriate parental consent has not been provided.
Unless the associated rules posted in connection with a Promotion provide otherwise, (a) entries are limited to one per person and entries via agents or third parties or the use of multiple identities are not permitted; (b) use of automated entries, votes or other programs is prohibited and all such entries (or votes) will be disqualified; (c) Promotions are not open to our employees (or their immediate families) or anyone else professionally associated with such Promotion; (d) you are solely responsible for all taxes in connection with your participation in any Promotion, except we reserve the right to withhold applicable taxes, and you agree to complete any required tax forms as reasonably requested by us; (e) no prize or entry in connection with a Promotion is transferable, refundable or negotiable, and no prize may be exchangeable for cash or any other benefit, except that we (or the party providing a prize) reserve the right to substitute a similar prize of equal or greater value; and (f) (i) your acceptance of a prize constitutes agreement to participate in reasonable publicity related to any Promotion and grants us an unconditional right to use your name, likeness, town or city and state, prize information and statements by you about the Promotion for publicity, advertising and promotional purposes, subject to applicable law, without any additional permission from, or compensation to, you whatsoever; and (ii) as a condition to receiving any prize in connection with any Promotion, you (or your parents or guardians) may be required to sign and return an affidavit of eligibility, liability release and publicity release.
Limitations on Our Liability
EXCEPT AS OTHERWISE EXPRESSLY STATED BY US IN WRITING AT THE TIME OF PURCHASE OR OTHERWISE, IN NO EVENT ARE WE RESPONSIBLE OR LIABLE TO YOU OR ANY THIRD PARTY, WHETHER RESULTING, IN WHOLE OR IN PART, FROM BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING STRICT LIABILITY AND NEGLIGENCE) OR OTHERWISE, FOR ANY DAMAGES, INCLUDING SPECIAL, INCIDENTAL, EXEMPLARY, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES THAT INCLUDE DAMAGES FOR ANY PERSONAL OR BODILY INJURY, EMOTIONAL DISTRESS, INJURIES TO PROPERTY AND LOSS OF PROFIT, REVENUE OR BUSINESS, AS A DIRECT OR INDIRECT RESULT OF: (I) YOUR BREACH OR VIOLATION OF ANY TERM OR CONDITION OF OUR TERMS AND CONDITIONS; (II) YOUR ACCESS AND USE OF ANY UBL SERVICE, THE USER GENERATED CONTENT OR THE CONTENT; (III) YOUR DELAY IN ACCESSING OR INABILITY TO ACCESS OR USE ANY UBL SERVICE FOR ANY REASON; (IV) YOUR DOWNLOADING OR USE OF ANY OF THE CONTENT, THE COLLECTIVE WORK OR USER GENERATED CONTENT; (V) YOUR RELIANCE UPON OR USE OF ANY UBL SERVICE, THE USER GENERATED CONTENT, THE CONTENT OR THE COLLECTIVE WORK; (VI) ANY TRANSACTION OR PROCESSING OF A TRANSACTION; (VII) ANY THIRD PARTY’S USE OF ANY UBL SERVICE ON YOUR BEHALF; (VIII) THE BREACH OF OUR SECURITY AND UNAUTHORIZED DISCLOSURE OF YOUR INFORMATION; OR (IX) ANY INFORMATION, SOFTWARE, PRODUCTS OR SERVICES OBTAINED ON OR THROUGH ANY UBL SERVICE, OR OTHERWISE ARISING OUT OF THE USE OF ANY UBL SERVICE, EVEN IF WE OR OUR AGENTS, REPRESENTATIVES, LICENSORS, VENDORS, SUPPLIERS OR ANY OTHER APPLICABLE THIRD PARTY HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. EXCEPT AS OTHERWISE EXPRESSLY STATED BY US IN WRITING AT THE TIME OF PURCHASE OR OTHERWISE, OUR LIABILITY AND THE LIABILITY OF OUR DIRECTORS, OFFICERS, MEMBERS, INDEPENDENT CONTRACTORS, SHAREHOLDERS, REPRESENTATIVES AND AGENTS ARISING OUT OF THESE TERMS AND CONDITIONS WILL NOT EXCEED $100.
YOU SPECIFICALLY ACKNOWLEDGE THAT WE WILL NOT BE LIABLE FOR USER GENERATED CONTENT OR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY, AND THAT THE RISK OF HARM OR DAMAGE FROM SUCH USER GENERATED CONTENT AND THIRD-PARTY CONDUCT RESTS ENTIRELY WITH YOU. IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE THAT WE WILL NOT BE LIABLE FOR ANY CONSEQUENCES OF ACTIONS YOU TAKE OR FAIL TO TAKE BASED ON USER GENERATED CONTENT, PHOTOGRAPHS OR RECORDINGS, INCLUDING DEATH, PERSONAL INJURY, PROPERTY DAMAGE OR EMOTIONAL DISTRESS, AND THAT THE RISK OF HARM OR DAMAGE FROM SUCH ACTIONS OR INACTIONS RESTS ENTIRELY WITH YOU.
YOU AND WE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO ANY UBL SERVICE MUST COMMENCE WITHIN 1 YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these state laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you.
In the event that any limitation on the period of time for bringing an action, claim, dispute or proceeding against us, located in this “Limitations on Our Liability” section, is determined or held to be inapplicable or unenforceable by any court, arbitration panel or other tribunal, then the statute of limitations for the State of Texas, including Texas Statutes Section 95, will apply to any such action, claim, dispute or proceeding referred to final or binding arbitration.
Your Indemnification of Us
You will defend, indemnify and hold harmless us and our officers, directors, members, managers, shareholders, employees, independent contractors, agents and representatives from and against all claims and expenses, including attorneys’ fees, arising out of or attributable to: (i) your breach or violation of our Terms and Conditions; (ii) your failure to provide accurate, complete and current information requested or required by us; (iii) your impermissible or unauthorized access or use of any UBL Service or the Content; (iv) access or use of any UBL Service under any password that may be issued to you; (v) your transmissions, submissions or postings (for example, your own User Generated Content); or (vi) any personal injury, property damage or emotional distress caused by you.
You acknowledge that we may be irreparably damaged if our Terms and Conditions are not specifically enforced, and damages at law would be an inadequate remedy. Therefore, in the event of a breach or threatened breach of any provision of our Terms and Conditions by you, we will be entitled, in addition to all rights and remedies, to an injunction restraining such breach or threatened breach, without being required to show any actual damage or to post an injunction bond, or to a decree for specific performance of the provisions of our Terms and Conditions. For purposes of this “Our Remedies” section, you agree that any action or proceeding with regard to such injunction restraining such breach or threatened breach will be brought in the courts of record of Travis County, Texas, or the United States District Court, Southern District of Texas. You consent to the jurisdiction of such court and waive any objection to the laying of venue of any such action or proceeding in such court. Service of any court paper may be affected on such party by mail or in such other manner as may be provided under applicable laws, regulations, rules of procedure or local rules.
You and we agree that any claim or dispute at law or equity that has arisen or may arise between us relating in any way to or arising out of our Terms and Conditions or your use of or access to UBL Services will be resolved in accordance with the provisions set forth in this “Legal Disputes” section. Please read this “Legal Disputes” section carefully. It affects your rights and will have a substantial impact on how claims you and we have against each other are resolved.
These Terms and Conditions are to be governed by and construed in accordance with the internal laws of the State of Texas, without regard for principles of conflicts of laws. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
You agree that: (i) each UBL Service will be deemed solely based in the State of Texas; and (ii) each UBL Service will be deemed a passive UBL Service that does not give rise to personal jurisdiction over us and our assigns, either specific or general, in jurisdictions other than the State of Texas.
Agreement to Arbitrate
Any civil action, claim, dispute or proceeding arising out of or relating to this or any previous version of our Terms and Conditions, your use of or access to any UBL Service or any products or services sold, offered or purchased on or through any UBL Service, except for an injunctive action regarding a breach or threatened breach of any provision of our Terms and Conditions by you as provided above, will be resolved exclusively through final and binding arbitration, before a single arbitrator, rather than in court. The Federal Arbitration Act governs the interpretation and enforcement of this “Agreement to Arbitrate” section (this “Agreement to Arbitrate”).
Arbitration is more informal than a lawsuit in court. There is no judge or jury in arbitration, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. An arbitrator should apply the terms of our Terms and Conditions as a court would.
The arbitrator, and not any federal, state or local court or agency, will have exclusive authority to resolve any dispute arising out of or relating to the interpretation, applicability, enforceability or formation of this Agreement to Arbitrate, any part of it, or of our Terms and Conditions, including any claim that all or any part of the Agreement to Arbitrate or our Terms and Conditions is void or voidable.
The arbitration will be conducted by the American Arbitration Association (the “AAA”) in Travis County, Texas, under the AAA’s rules and procedures, including the AAA’s Supplementary Procedures for Consumer-Related Disputes (as applicable), as modified by this Agreement to Arbitrate. The AAA’s rules are available at www.adr.org. A form for initiating arbitration proceedings is available on the AAA’s site at http://www.adr.org.
You and we will select the arbitrator, and if you and we are unable to reach agreement on selection of the arbitrator within 30 days after the notice of arbitration is served, then the AAA will select the arbitrator. Arbitration will not commence until the party requesting arbitration has deposited U.S. $1,000 with the arbitrator for the arbitrator’s fees and costs. The party requesting arbitration will advance such sums as are required from time to time by the arbitrator to pay the arbitrator’s fees and costs until the prevailing party is determined or the parties have agreed in writing to an alternate allocation of fees and costs.
The arbitrator will decide the substance of all claims in accordance with the laws of the State of Texas, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator will not be bound by rulings in prior arbitrations involving our other users, but is bound by rulings in prior arbitrations involving the same user to the extent required by applicable law. Judgment upon any award rendered by the arbitrator is final, binding and conclusive upon you and us and your and our respective administrators, executors, legal representatives, successors and assigns, and may only be entered in the state or federal courts of record for Travis County, Texas.
Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND WE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS PART OF ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS.
THEREFORE, YOU DO NOT HAVE THE OPPORTUNITY TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS AND YOU GIVE UP YOUR RIGHT TO PARTICIPATE IN OR BRING CLASS ACTIONS. BY USING ANY UBL SERVICE, YOU CONSENT TO THESE RESTRICTIONS.
Judicial Forum for Legal Disputes
Unless you and we agree otherwise, in the event that the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute as a result of a decision by the arbitrator or a court order, any claim or dispute that has arisen or may arise between you and us must be resolved exclusively by a state or federal court located in Travis County, Texas. You and we will submit to the personal jurisdiction of the courts located within Travis County, Texas for the purpose of litigating all such claims or disputes.
Other Terms and Conditions
Other terms and conditions may apply to certain aspects of UBL Services, such as rules for a particular contest or other activity related to UBL Services or terms that accompany certain (i) software or content within, (ii) purchases made on or through, or (iii) other use of, UBL Services (“Other Terms”). You will have access to such Other Terms in connection with such contest, activity, content, purchase or use of UBL Services, and such Other Terms are expressly incorporated by reference into our Terms and Conditions. If you do not agree to such Other Terms, you should not use any UBL Service or make purchases on or through any UBL Service. To the extent that such Other Terms conflict with our Terms and Conditions, such Other Terms will apply and control.
FROM TIME TO TIME, YOU MAY HAVE SIGNED OR OTHERWISE AGREED TO OTHER AGREEMENTS WITH US. FOR EXAMPLE, OUR FRANCHISEES AND AREA REPRESENTATIVES, AND THEIR RESPECTIVE PRINCIPALS, SIGN FRANCHISE AND AREA REPRESENTATIVE AGREEMENTS AND AGREEMENTS RELATED THERETO. THESE TERMS AND CONDITIONS ARE NOT INTENDED TO ADDRESS YOUR AND OUR RIGHTS AND OBLIGATIONS UNDER ANY OF THOSE SEPARATE AGREEMENTS. IF THERE IS A CONFLICT BETWEEN THOSE AGREEMENTS AND THESE TERMS AND CONDITIONS, THOSE AGREEMENTS WILL PREVAIL.
If any provision of our Terms and Conditions is contrary to, prohibited by or deemed invalid under applicable law, such provision will be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder of our Terms and Conditions will not be invalidated thereby and will be given full force and effect so far as possible. If any provision of our Terms and Conditions may be construed in two or more ways, one of which would render the provision invalid or otherwise voidable or unenforceable and another of which would render the provision valid and enforceable, such provision will have the meaning that renders it valid and enforceable.
For purposes of our Terms and Conditions, the words “include,” “includes” and “including” are deemed to be followed by the words “without limitation”; and the word “or” is not exclusive. The headings contained in our Terms and Conditions are for convenience of reference only, are not to be considered a part of our Terms and Conditions, and will not limit or otherwise affect in any way the meaning or interpretation of our Terms and Conditions.
All covenants, agreements, representations and warranties made in our Terms and Conditions, as may be amended by us, from time to time, will survive your acceptance of our Terms and Conditions and the termination of our Terms and Conditions.
No failure to exercise, and no delay in exercising, any right or any power set forth in our Terms and Conditions by us will operate as a waiver of such right or power, nor will any single or partial exercise of any right or power under our Terms and Conditions by us preclude further exercise of that or any other right or power under our Terms and Conditions.
We may update, amend or change our Terms and Conditions at any time, in our sole discretion and without notice. Amendments will take effect immediately upon us posting such updates on UBL Services. We encourage you to periodically check our Terms and Conditions for changes, as your continued access and use of any UBL Service following the posting of any changes will automatically be deemed your acceptance of all changes. If you do not agree to any change to these terms and conditions, you must discontinue using UBL Services. These Terms and Conditions replace all previous notices or statements with respect to this subject and cannot be modified orally or in writing by any of our associates, representatives, franchisees or any other third parties (including any guest service associates).
We may give, assign or transfer our rights or obligations under our Terms and Conditions to any person or entity at any time with or without your consent. You may not give, assign or transfer your rights or obligations under our Terms and Conditions to any person or entity without our prior written consent, which may be withheld in our sole discretion. Any attempt to assign your rights or obligations under our Terms and Conditions without our consent will be void.
We will not be liable for any changes, delays, failures or problems out of our control, including any changes, delays, failures or problems caused by natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, shortage of transportation facilities, fuel, energy, labor or materials and other similar events.
You and we are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by our Terms and Conditions.
These Terms and Conditions (together, with any documents they expressly incorporate by reference, including all of the Other Terms and incorporated terms) represents the entire understanding and agreement between you and us regarding the subject matter of our Terms and Conditions, and supersede all other previous agreements, understandings or representations regarding our Terms and Conditions.
If you have questions, comments, concerns or feedback regarding our Terms and Conditions or any UBL Service, please contact us via any of the methods set forth below:
- Via telephone: 1.512.653.0525
- Via e-mail: firstname.lastname@example.org