1. Account Terms
– You must be 18 years or older or at least the age of majority in the jurisdiction where you reside or from which you use this Service.
– You must provide your full legal name, current address, a valid email address, and any other information needed in order to complete the signup process.
– You acknowledge that Utail will use the email address you provide as the primary method for communication.
– You are responsible for keeping your password secure. Don’t reveal your Account information to anyone else. You are solely responsible for maintaining the confidentiality and security of your Account and for all activities that occur on or through your Account, and you agree to immediately notify Utail of any security breach of your Account.
Utail cannot and will not be liable for any loss or damage from your failure to maintain the security of your account and password, or the unauthorized use of your Account.
– You are responsible for all activity and content such as data, graphics, photos and links that is uploaded under your Utail account (“Content”). You must not transmit any worms or viruses or any code of a destructive nature. You agree to provide accurate and complete information when you register with, and as you use, the Service Account information, and you agree to update your Account information to keep it accurate and complete. You agree that Utail may store and use your Account information you provide for use in maintaining and billing fees to your Account
– A breach or violation of any term in the Terms of Service as determined in the sole discretion of Utail will result in an immediate termination of your services.
2. Account Activation
The person signing up for the Service will be the contracting party (“Account Owner”) for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding account we may provide to the Account Owner in connection with the Service.
If you are signing up for the Service on behalf of your employer, your employer shall be the Account Owner. If you are signing up for the Service on behalf of your employer, then you represent and warrant that you have the authority to bind your employer to our Terms of Service.
Upon completion of sign up for the Service, Utail will create a credit card processing account on your behalf, using your email address. Depending on your location, Utail may also create other Utail Payments account on your behalf.
You acknowledge that any credit card processing and/or Utail Payments will be your default payments gateway(s) and that it is your sole responsibility as the Account Owner to activate and maintain these accounts. If you do not wish to keep either of the payment accounts active, it is your responsibility to deactivate them.
3. General Conditions
Technical support is only provided to paying account holders and is only available via email.
You may not use the Utail service for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws) as well as the laws of New York and the United States.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by Utail.
You agree that the Utail Service and certain Utail Products include security technology that limits your use of Utail Products and that, whether or not Utail Products are limited by security technology, you shall use Utail Products in compliance with the applicable rules
established by Utail, and that any other use of the Utail Products may constitute a copyright infringement.
Any security technology is an inseparable part of the Utail Products.
Utail reserves the right to modify the Usage Rules at any time. You agree not to violate, circumvent, reverse-engineer, decompile, disassemble, or otherwise tamper with any of the coding provided or security technology related to such use for any reasonóor to attempt or assist another person to do so. Uses of the Utail Product may be controlled and monitored by Utail for compliance purposes, And Utail reserves the right to enforce the Terms and Conditions without notice to you.
You agree not to access the Utail Service by any means other than through a web browser or software that may be provided by Utail for accessing the Utail Service.
You shall not access or attempt to access an Account that you are not authorized to access.
You agree not to modify the software in any manner or form, or to use modified versions of the software, for any purposes including obtaining unauthorized access to the Utail Service.
Violations of system or network security may result in civil or criminal liability.
You shall not purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use Utail or Utail trademarks and/or variations and misspellings thereof.
Questions about the Terms of Service should be sent to email@example.com.
You understand that your Content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit Card information is always encrypted during transfer over networks.
4. Utail Rights
We reserve the right to modify or terminate the Service for any reason, without notice at any time.
We reserve the right to refuse service to anyone for any reason at any time.
We may, but have no obligation to, remove Widget Content and Accounts containing Content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
Verbal or written abuse of any kind (including threats of abuse or retribution) of any Utail customer, Utail employee, member, or officer will result in immediate account termination.
Utail does not pre-screen Widget Content and it is in their sole discretion to refuse or remove any Content that is available via the Service.
We reserve the right to provide our services to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that Utail employees and contractors may also be Utail customers/merchants and that they may compete with you, although they may not use your confidential information in doing so.
In the event of a dispute regarding account ownership, we reserve the right to request documentation to determine or confirm account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, a scanned copy the credit card on file, government tax letter, local department of state declaration, etc.
Utail may offer certified account status to those that provide some or all of this information prior to any dispute. Utail reserves the right to require Documentation in future to certify the account.
Utail retains the right to determine, in our sole judgment, rightful account ownership and transfer an account to the rightful owner. If we are unable to reasonably determine the rightful account owner, Utail reserves the right to temporarily disable an account until resolution has been determined between the disputing parties.
5. Limitation of Liability
You expressly understand and agree that Utail shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, claims, damages for loss of profits, reputation management, goodwill, use, data or other intangible losses resulting from the use of or inability to use the service.
In no event shall Utail or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our site, our services or this agreement (however arising including negligence). You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Utail partners, officers, directors, agents, and employees, harmless from any claim or demand, including any and all attorneys’ fees, made by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.
Your use of the Service is at your sole risk. The Service is provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.
Utail does not warrant that the Service will be uninterrupted, timely, secure, or error-free.
Utail does not warrant that the results that may be obtained from the use of the Service will be accurate or reliable.
Utail does not warrant that the quality of any products, services, information, or other material purchased or obtained by you through the Service will meet your expectations, or that any errors in the Service will be corrected.
6. Waiver and Complete Agreement
The failure of Utail to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and Utail and govern your use of the Service, superseding any prior agreements between you and Utail (including, but not limited to, any prior versions of the Terms of Service).
7. Intellectual Property and Customer Content
Utail does not claim any intellectual property rights over material you provide to the Utail service. All material you upload remains yours. You can remove your Utail widgets at any time by deleting them. You can also remove your Utail account at any time by deleting your account. This will also remove all content you have stored on the Service.
By uploading Content, you agree: (a) to allow other internet users to view your Content; (b) to allow Utail to display and store your Content; and (c) that Utail can, at any time, review all the Content submitted by you to its Service.
You retain ownership over all Content that you upload to Utail; however, by making your account public (default), you agree to allow others to view your Content. You are responsible for compliance of Content with any applicable laws or regulations.
You retain ownership over all content that you submit to a Utail store however, by making your store public, you agree to allow others to view your content.
We will not disclose your confidential information to third parties, except as required in the course of providing our services. Confidential information includes any materials or information provided by you to us which is not publicly known. Confidential information does not include information that: (a) was in the public domain at the time we received it; (b) comes into the public domain after we received it through no fault of ours; (c) we received from someone other than you without breach of our or their confidentiality obligations; or (d) we are required by law to disclose.
You may establish the appearance of your Utail widget with a design template from Utail’s Widgets (“a Widget”). You are not permitted to transfer or sell a Widget to any other person’s on Utail account or elsewhere. Utail gives no assurance that a particular Widget will remain available.
You may modify the Widget to suit your store or application. Utail may add or modify the portions that refer to Utail at its discretion. Utail may modify the Widget where it contains, in our sole discretion, an element that may be unlawful, offensive, threatening, defamatory, pornographic, obscene, or otherwise objectionable, or that violates any person’s intellectual property, even if you set the Widget in that condition. Utail may modify the Widget to reflect technical changes and updates as required.
The intellectual property rights of the Widget remain the property of the designer. If you exceed the rights granted by your purchase of a Widget, the designer may take legal action against you, and Utail may take administrative action such as modifying your account or closing it.
Application of the widget is the responsibility of the designer, and Utail accepts no responsibility to provide such support. Utail may be able to help you install the widget with its support documentation.
It is the responsibility of the Account Owner, and not Utail, to ensure that the installation of a new theme does not overwrite or damage the current or preexisting Widget, website, or UI, of the Account Owner.
9. Payment of Fees
A valid credit card is required for accounts able to process orders using a live payment gateway. Accounts used for development purposes (unable to process orders using a live payment gateway) do not require a valid credit card.
The service will be billed in 30 day intervals. When your billing period is over the Account Owner will be sent an invoice via the email provided. As well, an invoice will appear on the account page of your Utail administration console. Users have approximately two weeks to bring up and settle any issues with the billing.
All transactions between Utail and the Account Owner are considered a “Business to Business” transaction under Federal and New York State Tax Laws. All fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future (“Taxes”).
All transactions for products provided by the Account Owner and their customers (“consumers”) my be subject to local, state and Federal Taxes. Utail does not transact with the consumer financially. If you are resident in the U.S., Taxes may apply to a purchase of some or all of Utail’s products and services that are declared as a (“Taxable Offering”), including without limitation, your subscription to or purchase of Utail’s ecommerce services, point-of-sale services, point-of-sale equipment, apps, Widgets. Any applicable Taxes are based on the rates applicable to the U.S billing address you provide to us, and will be calculated at the time of purchase of the applicable Taxable Offerings. Such amounts are in addition to fees for the Taxable Offerings and will be billed to the credit card you use to pay for the Taxable Offerings. If you are exempt from payment of such Taxes, you must provide us with an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive such a certificate.
If you are not a resident of Canada or the U.S., and not subject to Canadian Goods and Services Tax/Harmonized Sales Tax (GST/HST) in respect of your subscription to or purchase of Utail’s products and services, you must provide us with a statement by email to firstname.lastname@example.org stating that: (i) you are not a resident of Canada or the U.S.; (ii) you are not GST/HST registered; and (iii) to the extent that you are an individual and not a corporation or other legal entity, you were not physically present in Canada when Utail’s products and services were made available to you. The statement should also include your complete home and/or business location address. If you do not provide such information, you will be charged for Taxes applicable to your subscription to or purchase of Utail’s products and services, which will be billed to your credit card until after such time that you provide us with the information described above. To the extent that you are an individual and not a corporation or other legal entity, and your location of usage changes to a place in Canada or the U.S., you must advise us immediately by email to info-18@Utail.com.
Utail does not provide refunds.
10. Cancellation and Termination
You may cancel your account at anytime by emailing email@example.com and then following the specific instructions indicated to you in Utail’s response.
Once cancellation is confirmed, all of your Content will be immediately deleted from the Service. Since deletion of all data is final please be sure that you do in fact want to cancel your account before doing so.
If you cancel the Service in the middle of the month, you will receive one final invoice via email. Once that invoice has been paid you will not be charged again.
We reserve the right to modify or terminate the Utail service for any reason, without notice at any time.
Fraud: Without limiting any other remedies, Utail may suspend or terminate your account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent or illegal activity in connection with the Site.
11. Modifications to the Service and Prices
Prices for using Utail are subject to change upon 30 days notice from Utail. Such notice may be provided at any time by posting the changes to the Utail Site (Utail.com) or the administration menu of your Utail store via an announcement.
Utail reserves the right at any time to time to modify or discontinue, the Service (or any part thereof) with or without notice.
Utail shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.
12. Third Party Tools
Utail may provide you with access to third party tools over which Utail neither monitors nor has any control or input.
You acknowledge and agree that Utail provides access to such tools ‘as is’ without any warranties, representations or conditions of any kind and without any endorsement. Utail shall have no liability whatsoever arising from or relating to your use of third party tools.
Any use by you of third party tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve the terms on which third party tools and APIs are provided by the relevant third party provider(s).
Utail strongly recommends that merchants seek specialist advice before using or relying on certain third party tools.
13. DMCA Notice and Takedown Procedure
Utail supports the protection of intellectual property and asks Utail merchants to do the same. It’s our policy to respond to all notices of alleged copyright infringement. If someone believes that one of our merchants is infringing their intellectual property rights, they can send a DMCA Notice to Utail’s designated agent using our form. Upon receiving a DMCA Notice, we may remove or disable access to the material claimed to be a copyright infringement. Once provided with a notice of takedown, the merchant can reply with a counter notification using our form if they object to the complaint. The original complainant has 14 business days after we receive a counter notification to seek a court order restraining the merchant from engaging in the infringing activity, otherwise we restore the material.
Ticonderoga Ventures, Inc.
228 Park Avenue
New York, NY 10003