ULTRAMEMORABLE, LLC TERMS AND CONDITIONS AGREEMENT
Last updated: June 2020
Ultramemorable, LLC (“UMLLC”) owns and operates www.ultramemorable.com (the “Site”). This Terms and Conditions Agreement, the Privacy Policy, and all policies posted on our sites set out the terms for the user (“User”) on which we offer Users access to and use of our sites, services, applications and tools (collectively “Services”). All policies are incorporated into this Terms and Conditions Agreement. You agree to comply with all of the Terms and Conditions Agreement, Privacy Policy, and all policies posted on our sites when accessing or using our Services.
Please be advised that this Terms and Conditions Agreement contains provisions that govern how claims Users and UMLLC may have against each other are resolved (see Disclaimer of Warranties and Limitation of Liability and Legal Disputes provisions below).
About
The Site is a marketplace that allows Users to secure toll-free numbers for a three (3) year license (“License”) with an option to extend. UMLLC provides a marketplace for securing and facilitating the License. Users will be required to setup an account (“Site Account”) on the Site prior to purchasing the rights to use the toll-free number and will be required to enter a shared use agreement at the monthly rate set by the price listed on the Site per selected area of use.
Acceptable Use Policy
If you choose to use any of the UMLLC‘s Services, you agree to do so in a manner consistent with all applicable laws and regulations and in accordance with the terms and conditions set out in this Agreement and all polices posted on our sites.
Privacy
Please review our Privacy Policy, which also governs your use of our Services, to understand our practices.
User Rules of Conduct
You agree to the following rules of conduct and agree that violation of this policy or helping others to do so, may result in suspension or termination of your use of the Services:
- User must be at least eighteen (18) years old.
- User cannot misrepresent their identities.
- User must always provide valid and complete contact information and must always have a valid email address.
- User will not publish the contact information of other users in an online public area.
- User will not use the licensed numbers for any illegal, harmful, fraudulent, infringing or offensive use.
- User will not use the licensed number for caller ID on outbound calls.
- User may not use the Services to violate the security or integrity of any network, computer or communications system, software application, or network or computing device (each, a “System”). Prohibited activities include:
- Unauthorized Access. Accessing or using any System without permission, including attempting to probe, scan, or test the vulnerability of a System or to breach any security or authentication measures used by a System.
- Interception. Monitoring of data or traffic on a System without permission.
- Falsification of Origin. Forging TCP-IP packet headers, e-mail headers, or any part of a message describing its origin or route. The legitimate use of aliases and anonymous remailers is not prohibited by this provision.
- User may not use, or encourage, promote, facilitate or instruct others to use, the Services or Site for any illegal, harmful, fraudulent, infringing or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, fraudulent, infringing or offensive. Prohibited activities or content include:
- Illegal, Harmful or Fraudulent Activities. Any activities that are illegal, that violate the rights of others, or that may be harmful to others, our operations or reputation, including disseminating, promoting or facilitating child pornography, offering or disseminating fraudulent goods, services, schemes, or promotions, make-money-fast schemes, ponzi and pyramid schemes, phishing, or pharming.
- Infringing Content. Content that infringes or misappropriates the intellectual property or proprietary rights of others.
- Offensive Content. Content that is defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable, including content that constitutes child pornography, relates to bestiality, or depicts non-consensual sex acts.
- Harmful Content. Content or other computer technology that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, including viruses, Trojan horses, worms, time bombs, or cancelbots.
- User will not breach or circumvent any laws, third-party rights or our systems, policies, or determinations of your Site Account status.
- User may not use our Services if you are not able to form legally binding contracts, or are temporarily or indefinitely suspended from using our sites, services, applications or tools.
- User will not initiate or attempt conduct negotiations with UMLLC to license auction items outside of the Site.
- User will not transfer the Site Account and user ID to another party without UMLLC’s consent.
- User will not distribute viruses or any other technologies that may harm UMLLC or the interests or property of users.
- User will not use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access our Services for any purpose.
- User will not interfere with the working of our Services, or impose an unreasonable or disproportionately large load on our infrastructure.
- User will not infringe the copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights (collectively, “Intellectual Property Rights“) that belong to or are licensed to UMLLC. Some, but not all, actions that may constitute infringement are reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from content that belongs to UMLLC or any third-party.
- User will not infringe any Intellectual Property Rights that belong to third-parties affected by your use of the Services.
- User will not harvest or otherwise collect information about users without their consent.
- User will not circumvent any technical measures UMLLC uses to provide the Services.
Failure to comply with the guidelines under this policy may result in termination of an existing License, cancellation of bid, voiding of a transaction, closing of your Site Account or other response that UMLLC deems necessary and proper.
Further, users must meet UMLLC’s minimum performance standards. Failure to meet these standards may result in UMLLC charging the user additional fees, and/or limiting, restricting, suspending, or downgrading your Site Account.
As a purchaser, you are expected to:
- pay for items on which you bid and win;
- only bid on items you intend to license;
- employ licensed numbers for authorized use only; and
- conduct yourself professionally throughout a transaction.
Fees
Users must provide payment information when opening Site Account and agree to authorize UMLLC to charge all fees and applicable taxes associated with our Services.
Users who enter a License will have monthly payments due at the rate of their areas (“Monthly License Fee”). Users must provide an ACH or wire transfer payment method for remittance of their Monthly License Fee. If your payment method fails or you are past due on your Monthly License Fee, we may collect fees owed by charging other payment methods on file with us, and retain collection agencies and legal counsel. In addition, you will be subject to late fees and your Site Account may be deactivated until the issue is resolved.
UMLLC may change our fees from time to time by posting the changes on the Site fourteen (14) days in advance, but with no advance notice required for temporary promotions or any changes that result in the reduction of fees.
UMLLC, or the collection agencies UMLLC retains, may also report information about your Site Account or License to credit bureaus, and as a result, late payments, missed payments, or other defaults on your Site Account or License may be reflected in your credit report. If you wish to dispute the information UMLLC reported to a credit bureau (i.e., Experian, Equifax or TransUnion), please contact us as outline in the contact section below. If you wish to dispute the information a collection agency reported to a credit bureau regarding your UMLLC Site Account, you must contact the collection agency directly.
Penalty Fees – Users may be charged penalty fees when they fail to comply with UMLLC’s policies, including but not limited to, failure to meet UMLLC set timelines, voided transactions, late payments, breach these Terms and Conditions, etc. Specifically, in the event a user secures a Number on Site and subsequently cancels the transaction for any reason, the user will be responsible for and owe to UMLLC 35% of the total owed by User to UMLLC under the License for the entire three year term.
Access to Licensed Number
Users will gain access to their respective numbers once payment is confirmed received and an executed shared usage agreement is received by UMLLC. Failure to provide either may result in a cancellation of license and voiding the transaction.
New Area Codes
From time to time, new area codes are created within a geographic area. In the event a new area code is created within a currently licensed geographic area, the new area codes will be offered separately by UMLLC and will NOT be automatically included in the User’s License.
Closing Your Site Account
Users may choose to cancel their Site Account at any time provided they have no outstanding balance and are not in an active License. Site Accounts can be closed by contacting UMLLC via email or mail as outlined in the Contact Us section below.
Transferring Your Account
Users may transfer their Site Account and/or License to another user only with advanced written consent from UMLLC and an applicable transfer fee may apply. Users wishing to transfer a Site Account or License should contact UMLLC via email or mail as outlined in the Contact Us section below.
Disclaimer of Warranties and Limitation of Liability
THE UMLLC SERVICES AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE ARE PROVIDED BY UMLLC ON AN “AS IS.” UMLLC MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICES, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK.
TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, UMLLC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY OR CONTENT OF INFORMATION, SERVICE OR PRODUCTS (INCLUDING UMLLC’S SERVICES). UMLLC DOES NOT WARRANT THAT THE SERVICES, INFORMATION, CONTENT, MATERIALS, PRODUCTS OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE, UMLLC’S SERVERS OR ELECTRONIC COMMUNICATIONS SENT FROM UMLLC ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. UMLLC WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF ANY UMLLC SERVICE, OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING.
THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. YOU SPECIFICALLY ACKNOWLEDGE THAT UMLLC IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER CUSTOMERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
NEITHER UMLLC NOR ANY OF OUR AGENTS OR CONTENT PROVIDERS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF USE OF ANY UMLLC’S SERVICES OR INABILITY TO GAIN ACCESS TO OR USE THE UMLLC’S SERVICES OR OUT OF ANY BREACH OF ANY WARRANTY. YOU HEREBY ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT ON THE UMLLC’S SERVICES. IF YOU ARE DISSATISFIED WITH THE UMLLC’S SERVICES OR ANY OF THE CONTENT OR FUNCTIONALITY OF THE UMLLC’S SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE UMLLC’S SERVICES OR THE CONTENT OR FUNCTIONALITY, AS APPLICABLE.
YOU ACKNOWLEDGE AND AGREE THAT THE UMLLC’S SERVICES UTILIZE PUBLIC NETWORKS AND THIRD-PARTY PRODUCTS AND SERVICES AND THAT UMLLC SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER FOR ANY SERVICE INTERRUPTION, MALFUNCTION, LOSS OF DATA, SECURITY BREACH OR OTHER DAMAGE OR HARM THAT MAY BE CAUSED BY SUCH NETWORKS AND THIRD-PARTY PRODUCTS. YOUR SOLE REMEDY IN THE EVENT OF SUCH SERVICE INTERRUPTION, MALFUNCTION, LOSS OF DATA, SECURITY BREACH OR OTHER MALFUNCTION SHALL BE AGAINST THE PROVIDER OF SUCH NETWORK OR OTHER THIRD-PARTY PRODUCT OR SERVICE.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
Indemnity
You agree to indemnify and hold UMLLC (including our affiliates and subsidiaries, as well as our and their respective officers, directors, employees, agents) harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach of these Terms and Conditions, your improper use of our Services or your breach of any law or the rights of a third party.
Legal Disputes
You and UMLLC 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 this or previous versions of these Terms and Conditions, your use of or access to the Services, or any products sold or purchased through the Services, will be resolved in accordance with the provisions set forth in this Legal Disputes Section.
You agree that, except to the extent inconsistent with or preempted by federal law, the laws of the State of Ohio, without regard to principles of conflict of laws, will govern this agreement and any claim or dispute that has arisen or may arise between you and UMLLC, except as otherwise stated in this agreement. You further agree and expressly consent to the exercise of personal jurisdiction in the State of Ohio, in connection with any dispute or claim involving the Site.
Children
UMLLC does not sell products or services to children. If you are under the age of 18, you may use UMLLC’s Services only with the involvement and express permission of a parent or guardian. UMLLC shall not be liable for or required to refund any payments or credit card charges made by anyone under the age of 18.
General Provisions
Except as otherwise provided in these Terms and Conditions, if any provision of these Terms and Conditions is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions. In our sole discretion, UMLLC may assign these Terms and Conditions, and in such event, UMLLC will post notice on the Site.
Headings are for reference purposes only and do not limit the scope or extent of such Section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of these Terms and Conditions.
We may amend these Terms and Conditions at any time by posting the amended terms on the Site. Our right to amend these Terms and Conditions and any other polices on the Site includes the right to modify, add to, or remove terms. We will provide you thirty (30) days’ notice by posting the amended terms. Your continued access or use of our Services constitutes your acceptance of the amended terms. We may also ask you to acknowledge your acceptance of the Terms and Conditions Agreement through an electronic click-through. These Terms and Conditions may not otherwise be amended except through mutual agreement by you and an UMLLC representative who intends to amend these Terms and Conditions and is duly authorized to agree to such an amendment.
The policies posted on our sites may be changed from time to time. Changes take effect when we post them on the Site.
If you create or use a Site Account on behalf of a business entity, you represent that you are authorized to act on behalf of such business and bind the business to these Terms and Conditions. Such Site Account is owned and controlled by the business entity. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms and Conditions.
The Terms and Conditions, the Privacy Policy, and all policies posted through our Services set forth the entire understanding and agreement between you and UMLLC, and supersede all prior understandings and agreements of the parties.
The following Sections survive any termination of this Agreement: Fees; Disclaimer of Warranties and Limitation of Liability; Indemnity; and Legal Disputes.
Contact Us
If you have a question or complaint regarding these Terms and Conditions or any other UMLLC policies, please contact us at: support@ultramemorable.com.
Requests to terminate a Site Account may be submitted via email or mail at:
Email: support@ultramemorable.com
Mail: Ultramemorable, LLC
3634 Euclid Ave Suite 4
Cleveland, Ohio 44115
