U˚Thermic, Inc. (“UThermic,” “we,” or “us”) welcomes you to the UThermic web site, www.uthermic.com (the “Website”).
The Website provides you or, in the case that you represent a company or other entity, that company or other entity (“you”) with access to information and products of UThermic (collectively, the “Services”).
If you do not agree with any of the terms of this Agreement, you do not have permission to access the Website or use the services.
You may access and use the Website and the Services only for lawful purposes and solely in accordance with the terms of this Agreement.
This Agreement will be effective on the date you first use the Services and will continue until terminated. We reserve the right, at its sole discretion, to terminate this Agreement or your access to any part of the Website or the Services with or without notice to you and with or without cause. We may also suspend your use of the Website or any Services or direct you to cease using the Website or any Services with or without notice to you and with or without cause. You agree that we have no obligation to retain any information provided by you beyond the termination of the Agreement. Upon termination of this Agreement, all rights and licenses granted to you in this Agreement will immediately cease to exist. The provisions of Sections 2, 3.3, 6, 7, 8, 9, 10, 11, 12, 13, 15, and 16, of this Agreement will survive termination of the Agreement for any reason.
You represent that you are at least 18 years of age, or, if you are under 18 years of age but are at least 13 years old (a “Minor”), that you are using the Website with the consent of your parent or legal guardian and that You have received your parent’s or legal guardian’s permission to use the Website and accept this Agreement. If you are a parent or legal guardian of a Minor, You hereby agree to this Agreement on behalf of the Minor, and to fully indemnify and hold harmless UThermic if the Minor breaches this Agreement. If You are not at least 13 years old, you may not use the Service at any time or in any manner or submit any information to the Service.
Before being permitted to access or use certain of the Services, You will be asked to register and submit certain information about yourself (“Registration Information”). You represent and warrant that: (a) all Registration Information You have provided is true, accurate, current and complete; and (b) you will maintain and promptly update the Registration Information to keep it true, accurate, current and complete. In connection with your registration, you also will be asked to create a password-protected account to access the Services (an “Account”). You agree to keep your Account information and password confidential. You agree to notify us immediately of any actual or suspected unauthorized use of your Account.
After establishing an Account, you may access and use the Services made available through the Website.
Except as expressly permitted, you shall not: (a) license, sublicense, rent, lease, loan, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services; or (b) copy, distribute, display, publicly perform, modify or make derivative works of any text or informational (collectively, the “UThermic Information”) found on the Website. All rights not expressly granted to you under this Agreement are reserved by UThermic and its licensors, if any.
If you purchase any UThermic products (“Products”) via the Website, you agree to pay to UThermic the applicable fees and prices set forth on the ordering page of the Website [[INSERT LINK]]. Payment will be due upon placing your order via the methods made available at the Website, as we may revise or amend from time to time. If we permit you to pay via credit card, you hereby authorize us to charge your designated credit card. Please note that all cardholder information, including card number, name, expiration date and CCV2 number, is being provided by you directly to a third party payment processor via a connection provided by such payment processor and we are in no way responsible for the security or protection of your cardholder data.
The Services may provide forums, bulletin boards, or other opportunities for you to post or upload materials including, but not limited to, data, text, files, images, graphics, illustrations, audio, video, and photographs (collectively, “Content”) of your own to the Website. You agree not to post, upload or provide any Content which is: (1) libelous, defamatory, obscene, abusive, pornographic, threatening, or an invasion of privacy; (2) an infringement of the Intellectual Property Rights (as defined in Section 7 below) of any third party; (3) illegal in any way or which advocates illegal activity; or (4) an advertisement or solicitation of funds, goods, or services. By providing or uploading any Content to the Website, you grant us a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, copy, reproduce, modify, display, adapt, publish, translate, create derivative works from, distribute, and display such Content throughout the world in any form, media, software or technology of any kind in connection with the provision of the Services. You also grant us the right to use your name in connection with the reproduction or distribution of such material.
Just as we require users of the Website to respect the copyrights and other intellectual property rights of UThermic and its licensors, we respect the copyrights and other intellectual property rights of users of the Website and other third parties. If you believe in good faith that your copyrighted work has been reproduced on the Website without authorization in a way that constitutes copyright infringement, you may notify our designated copyright agent by mail to:
Attn: Copyright Infringement Agent
4450 Arapahoe Avenue
Boulder, CO, 80303
Please provide the following information to our Copyright Infringement Agent:
(1) The identity of the infringed work, and of the allegedly infringing work;
(2) Your name, address, daytime phone number, and email address, if available;
(3) A statement that you have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law;
(4) A statement of the accuracy of the notice and, under penalty of perjury, that you are authorized to act on behalf of the owner; and
(5) Your electronic or physical signature.
UThermic and its licensors own all rights, title and interest in and to the Website, Products, and Services, including, without limitation, the UThermic Information and any Intellectual Property Rights (defined below) therein and/or related thereto. The UThermic name and logo are trademarks of UThermic, and no right or license is granted to you herein to use such trademarks (collectively, “Marks”). “Intellectual Property Rights” means all worldwide patent, patent applications, copyrights, trade secrets, trademarks, service marks, trade names and any other intellectual property, proprietary, and database protection rights.
You represent, warrant and covenant for the benefit of UThermic that: (a) you have the legal right and authority to enter into this Agreement, and, if you are accepting this Agreement on behalf of a company or other entity, to bind the company or other entity to the terms of this Agreement; (b) you have the legal right and authority to perform your obligations under this Agreement and to grant the rights and licenses described in this Agreement and in any applicable additional agreement you enter into in connection with any of the Services; (c) all information you provide to UThermic in connection with this Agreement and your access to the Website and use of the Services is correct and current; and (d) you have been informed of the cost of the Products offered on the Website, and agree to pay such cost in full.
THE PARTIES ACKNOWLEDGE THAT THE SERVICES ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTIES WHATSOEVER. YOU RECOGNIZE THAT THE CURRENT STATE OF TECHNOLOGY DOES NOT ALLOW FOR ERROR-FREE ACCESS TO THE WEBSITE AND USE OF THE SERVICES AND INTERRUPTIONS, CRASHES AND DOWNTIME MAY OCCUR FROM TIME TO TIME. UTHERMIC AND ITS LICENSORS MAKE NO REPRESENTATION OR WARRANTY AS TO THE SERVICES, INCLUDING THE UTHERMIC INFORMATION. UTHERMIC DOES NOT REPRESENT OR WARRANT THAT: (A) THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B) THE SERVICES WILL MEET ANY REQUIREMENTS OR EXPECTATIONS; OR (C) ANY UTHERMIC INFORMATION PROVIDED THROUGH THE SERVICES WILL BE ACCURATE, UP-TO-DATE, COMPLETE OR RELIABLE. UTHERMIC AND ITS LICENSORS DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. NO ORAL OR WRITTEN INFORMATION GIVEN BY UTHERMIC OR ITS LICENSORS WILL INCREASE THE SCOPE OF THE ABOVE WARRANTIES OR CREATE ANY NEW WARRANTIES. UTHERMIC SHALL HAVE NO LIABILITY TO YOU in the event of a failure of THE SITE OR any services. NOTWITHSTANDING THE FOREGOING, PRODUCTS SHALL BE SUBJECT TO THE WARRANTY AND DISCLAIMERS SET FORTH IN THE PRODUCT INFORMATION ACCOMPANYING EACH PRODUCT.
YOU AGREE THAT YOUR ACCESS TO THE WEBSITE AND USE OF THE SERVICES IS AT YOUR OWN RISK AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY LIABILITY OR DAMAGE YOU INCUR THROUGH ACCESS TO THE SITE OR USE OF THE SERVICES.
We may utilize content in providing the Services that is owned or provided by third party licensors of UThermic, or that are available in the public domain (collectively, the “Third Party Content”). UTHERMIC AND ITS LICENSORS MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND WITH REGARD TO THE THIRD PARTY CONTENT, INCLUDING THE ACCURACY, COMPLETENESS OR USEFULNESS OF SUCH THIRD PARTY CONTENT OR OF THE RESULTS GENERATED BASED ON THE THIRD PARTY CONTENT.
You will indemnify, defend, and hold harmless UThermic, its licensors, and each of their respective employees, officer, directors, and affiliates (“Indemnified Parties”), from any and all claims, losses, injuries, liabilities, damages, fees, expenses and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) which result from any claim or allegation against any Indemnified Party arising from your accessing the Website or use of the Services/Products or your breach of any term of this Agreement. We will provide you with notice of any such claim or allegation, and we will have the right to participate in the defense of any such claim at our own expense
REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL UTHERMIC BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES (INCLUDING LOSS OF DATA, REVENUE, OR PROFITS), WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, ARISING OUT OF, OR IN CONNECTION WITH THE SITE, THE SERVICES, OR THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, THE USE OR INABILITY TO USE THE SITE OR SERVICES, EVEN IF UTHERMIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE.
IN NO EVENT WILL UTHERMIC’S TOTAL LIABILITY IN CONNECTION WITH THE SERVICES OR THIS AGREEMENT EXCEED FIFTY DOLLARS ($50). IN STATES WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, UTHERMIC’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW
If you communicate to us by any means any comments, questions, suggestions, or related materials suggesting or recommending changes to the Service, including, without limitation, new features or functionality relating thereto (“Feedback”), all such Feedback is, and will be treated as, non-confidential and non-proprietary. You hereby assign all right, title, and interest in any Feedback to us, including all Intellectual Property Rights therein and thereto. We may use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback.
This Agreement is the complete and exclusive statement of the agreement between UThermic and you regarding the Website and Services and supersedes any other agreement or proposal, oral or written (including information on the Website), and any other communications between the parties in relation to the Services and the subject matter of this Agreement.
All notices provided to UThermic by you under this Agreement must be delivered in writing by courier, by electronic facsimile, or by certified or registered mail (postage prepaid and return receipt requested) at our address set forth on the Website. Such notice will be effective upon receipt or 3 business days after being deposited in the mail, whichever occurs sooner.
UThermic may provide notice to you under this Agreement by posting of a general notice on the Website or through the Services; by electronic mail to your e-mail address on record in the Registration Information; or by certified or registered mail (postage prepaid and return receipt requested) to your address on record in the Registration Information. Such notice will be effective upon receipt, the expiration of 48 hours after posting to the Website or through the Services, 12 hours after sending (if sent by email), or 3 business days after being deposited in the mail, whichever occurs soonest.
The Website may contain links to third-party sites that are not under our control and we are not responsible for any content on any linked site. If you access a third-party site from the Website, then you do so at your own risk. We provide links only as a convenience and the inclusion of the link does not imply that we endorse or accept any responsibility for the content on those third party sites. We welcome links to the Website. You may establish a link to this Website, provided that the link does not state or imply any sponsorship or endorsement of your site by UThermic or any group or individual affiliated with UThermic. You may not use on your site any Content or Marks appearing on the Website in establishing the link. You may not frame or otherwise incorporate into another site the content or other materials on the Website without prior written consent.
This Agreement will be governed by the laws of the State of Colorado without regard to conflicts of law principles. All disputes arising under this Agreement must be brought in the state or federal courts located in Denver, Colorado. Each party irrevocably hereby consents to the jurisdiction and venue of any such court in any such action or proceeding. UThermic’s licensors are intended third-party beneficiaries under this Agreement with the right to enforce the provisions that directly concern the rights granted to UThermic by the licensors. There are no other third party beneficiaries under this Agreement. This Agreement may not be modified except upon mutual written agreement of both parties. The waiver by either party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach. If any provision of this Agreement is deemed unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. You may not assign, delegate or otherwise transfer this Agreement or any of your rights or obligations under this Agreement without the prior written consent of UThermic. Any such assignment, delegation or transfer in violation of the foregoing will be null and void.