Terms and Conditions of Use
Effective Date: September 23, 2018
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS SITE. THIS IS A BINDING CONTRACT.
Welcome to UltraMusicFestival.com (the “Site“).
Ultra Enterprises Inc. and its subsidiaries and affiliates (“Ultra,” “us,” “we,” “our”) provide website access, features, content and services to you subject to the following Terms and Conditions of Use (the “Terms”). The Terms govern your use of and access to the Site, as well as any of our affiliated websites (together with the Site, the “Sites”) and any services, features and content offered by us on or through the Sites (the “Services”). You may use the Sites and Services only on the condition that you abide by these Terms. Therefore, it is crucial that you read and comprehend these Terms.
BY USING THE SITES, YOU SIGNIFY YOUR AGREEMENT TO THESE TERMS. Any continued use of the Sites and/or the Services implies that you have read and consent to the Terms (and all other policies set forth on the Sites) without limitation or qualification. If you do not agree to the Terms, such policies, or any modifications thereto, please do not use the Sites. Additionally, as a condition of your use of the Sites, you represent and warrant to us that YOU WILL NOT USE THE SITES, ANY CONTENT ON THE SITES OR ANY SERVICES PROVIDED ON OR THROUGH THE SITES FOR ANY PURPOSE THAT IS UNLAWFUL, IMMORAL OR PROHIBITED BY THESE TERMS.
By using the Sites and/or the Services, you are representing you are 18 years of age or older and are legally capable to enter into contracts. If you are under 18, you may use the Sites and/or the Services only with the involvement of a parent or guardian. We will not be liable for any damages that may result from misrepresentation of age by a user of our Sites and/or Services.
MODIFICATION OF THE TERMS
We reserve the right to change, update, delete or add to the Terms at any time without notification to you. Any changes to the Terms will be effective immediately upon posting, and any continued use by you of the Sites and/or the Services after changes have been posted constitute your acceptance to those changes. It is your responsibility to review the Terms and applicable policies periodically for changes.
All text, designs, graphics, logos, page headers, button icons, scripts, service names, technical documentation, product information, visual interfaces, images, photographs, trademarks, sounds, music, videos, streaming content, software and artwork (collectively, “Content“), including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement thereof, contained on the Sites and/or the Services is owned or controlled by us, or licensed to us, and is protected by trade dress, copyright, patent and trademark laws and various other intellectual property rights and unfair competition laws. All other trademarks not owned by us that appear on the Sites and/or the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.
YOU MAY NOT copy, use, republish, download, post, publicly display, transmit, reproduce or distribute in any way the Content (or any portion thereof) in any manner without our prior express written permission, unless expressly permitted in the Terms. Nothing on the Sites should be construed as granting, by implication, or otherwise, any license or right to use any Content displayed on the Sites or on, or through, the Services, without the prior express written permission of the Content owner. We enforce our intellectual property rights to the fullest extent permitted by law. Any unauthorized attempt to copy or modify the Content, or to circumvent or defeat any of the security features designed to protect the Content, is strictly prohibited.
The Site provides news and other information for all things Ultra!
On the Site you will be able to:
- Find the latest news and information about the Ultra Music Festival (the “Event”);
- Create an Ultra Passport Account;
- Register to receive priority access to purchase tickets to the Event;
- Watch a live stream of certain performances occurring during the Event (the “Live Stream”);
- Purchase tickets to the Event; and
- Participate in contests, sweepstakes, surveys, forums and other interactive features.
NEWS AND INFORMATION
While we try to provide you with the most up-to-date and accurate information, we do not guarantee, and explicitly disclaim any responsibility for the accuracy, availability or currentness of information and other Content available on the Sites and/or the Services, or any websites that link to or from the Sites and/or the Services.
Here’s how it works for the 2019 Ultra Music Festival:
GA Tier 3 tickets are offered at a corresponding discounted rate only to those individuals who have registered via the Site. There are a limited number of GA Tier 3 tickets available that will be available for sale at $349.95*.
Registrants will be required to log-in with their Ultra Passport account to unlock GA Tier 3 tickets once the sale begins, pending ticket availability.
REGISTRATION DOES NOT GUARANTEE A GA TIER 3 ticket. All tickets, including GA Tier 3 tickets, are sold on a first come, first serve basis. However, you will not be able to access GA Tier 3 ticket prices without registering on the Site. GA Tier 4 tickets will be available via the Site at $379.95*, GA Tier 5 tickets will be available via the Site at $399.95* and VIP tickets will be available via the Site at $1,499.95* to those who have not registered.
There is a limit on how many tickets may be purchased. GA Tier 3 tickets are limited to 2 tickets per order, GA Tier 4 and GA Tier 5 tickets are limited to 4 tickets per order, GA Payment Plan tickets are limited to 2 tickets per order and VIP tickets are limited to 4 tickets per order. Additionally, there is an overall limit of 4 tickets per order, which can be any combination of tickets (except that only 2 GA Tier 3 tickets can be purchased and no GA Payment Plan tickets can be combined with another type of ticket).
(*Prices subject to availability and do not include shipping and handling charges, service charges, state taxes and fees || Rain or Shine || All Sales Are Final and Non-Transferable || Standing Room Only || Lineup Subject to Change || Ages 18+ Only (VIP 21+))
The Code of the City of Miami (the “Code”) imposes a surcharge against paid admissions for events produced in City of Miami parks, including Bayfront Park. The organizers of Ultra Music Festival are correspondingly required to collect the surcharge specified in the Code and remit such surcharges to the proper city authorities. In anticipation of an increase to the existing rate of the surcharge, we are collecting surcharges that exceed the amount currently set forth in the Code in anticipation of paying such excess surcharge over to the City. If the Code, however, is not amended to increase the rate of the surcharge, we reserve the right to elect to either retain the excess surcharge collected or to instead pay over the excess to the City (even though we may not be required by law to do so) but in no event shall the excess surcharge be refunded or returned to you. Furthermore, we collect the surcharge on all tickets that we sell. However, if a ticket is sold but not used to gain entry into the event, we reserve the right to elect to either retain the amount of the surcharge we collect in connection with the sale of such ticket or to instead elect to pay the surcharge for such ticket to the City but in no event shall collected surcharges or any portion thereof be refunded or returned to you. If you do not agree with these terms, do not purchase a ticket. By proceeding to purchase a ticket pursuant to the foregoing terms and conditions, you are expressly agreeing to waive any and all potential rights, claims or entitlements you may have respecting surcharge claims.
LIVE STREAM OF ULTRA MUSIC FESTIVAL
During the Event, the Live Stream will be available on the Site via an embedded video player.
Ultra and/or third parties own and retain all rights to the Live Stream. Subject to your compliance with the Terms, Ultra hereby grants you a limited, non-exclusive, non-transferable, freely revocable license to access and view the Live Stream ON A STREAMING ONLY BASIS for personal, non-commercial purposes only. You may not use the Live Stream, or any of the text, graphics, logos, music and/or any other audio or visual content, or any portion thereof, for any commercial purpose, whether or not for profit. These restrictions apply to any text, graphics, layout, interface, logos, photos, audio, video, stills and all other content contained in the Live Stream. You are prohibited from creating derivative works or materials that otherwise are derived from or based on the Live Stream, including any mash-up videos, even if the derivative materials are not for profit or other commercial use.
You may not, either directly or through the use of any device, software, Internet site, web service or by any other means, copy, download, capture, reproduce, duplicate, archive, distribute, upload, publish, modify, translate, broadcast, perform, display, sell, transmit or retransmit the Live Stream, or any portion thereof, except you may stream the Live Stream as expressly permitted herein. You may not incorporate the Live Stream or retransmit the Live Stream via any hardware or software application or make it available via frames or in line links unless expressly permitted by Ultra in writing.
You agree that you will not circumvent, disable or otherwise interfere with security related features of the embeddable player or any other features of the Sites and/or the Services that prevent or restrict use or copying of the Live Stream or other materials and Content contained on the Sites and/or the Services (including without limitation, all audiovisual content). You may not, either directly or indirectly, or through the use of any device, software, Internet site, web based service, or other means, remove, alter, bypass, avoid, interfere with or circumvent any copyright, trademark or other proprietary notices marked on the Live Stream or DRM mechanism, device or other content protection or access control measure associated with the Live Stream.
You understand that you may be exposed to content, materials, and/or images that may be offensive indecent or objectionable, and you agree to waive and hereby do waive any legal or equitable rights or remedies you have or may have with respect thereto regarding all materials related to the Live Stream. Without limiting the above, to the fullest extent permitted by applicable law, you hereby release and hold Ultra harmless from all damages, liability, claims, actions, demands and costs of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of, or in any way connected with, the Live Stream.
We do not guarantee the accuracy, quality or availability of the Live Stream. We also do not guarantee the Live Stream or the embedded video player will be free from glitches, errors or other interruptions. You understand that not every performance taking place at the Event will be available to view through the Live Stream, and that Ultra has sole control over which performances will be available.
As part of the Services, we may provide interactive tools such as email services, bulletin boards, discussion forums and tools that enable you to communicate with us or other users of the Site (the “Communication Services”). You are solely responsible for all information, opinions, descriptions, photos, profiles, graphics, videos, tags, messages, comments, texts and all other information and materials that you upload, publish, privately transmit, or otherwise share through the Communication Services (the “User Content”), so please do not share or post any private or confidential information or materials or any content that is illegal or otherwise prohibited. We cannot guarantee that other users will not use the ideas or other information you share. We reserve the right, without limiting any other rights or remedies available to us, to edit or remove any User Content from any of the Communication Services at any time and for any reason without your consent or notification. We also reserve the right to terminate or deny access and use of the communication service to any individual for any reason. We also reserve the right to terminate or deny access and use of the communication service to any individual for any reason.
You represent and warrant that your User Content is not as determined by Ultra in Ultra’s sole discretion:
- Illegal, offensive, defamatory, libelous, inflammatory, malicious, harmful, harassing, threatening, hateful, abusive, intimidating, threatening or offensive in a racial, cultural, ethnic or sexual manner;
- Sexually explicit, vulgar, or pornographic;
- Advocating or inciting any illegal or violent activity;
- False, inaccurate or misleading, or containing links to websites;
- Infringing or otherwise violating the rights of any third -party, including, without limitation, any third -party’s copyright, patent, trademark, trade secret, rights of publicity, or rights of privacy;
- Violating any other laws or regulations;
- The private information of any third -parties; or information that infringes on or invades the privacy of any third-parties;
- a virus, trojan horse or other harmful code or program that may damage the operations of any system or unlawfully intercept data or personal information;
- Impersonating another person or entity or falsely claiming an affiliation with any person or entity;
- Advertising, soliciting or attempting to sell any products or services or attempting to use the Communication Services for any commercial purpose or make available any unsolicited or unauthorized advertising or promotional materials; and
- Collecting, attempting to collect or store any personal information of others
By submitting User Content through any of the Communication Services, you grant us an irrevocable, perpetual, non-exclusive, royalty-free, freely transferrable, sublicensable, worldwide license to use, copy, sell, distribute, publicly display, publicly perform, print, publish, republish, create derivative works of, reformat, translate, modify, revise and incorporate into other works your User Content for any purpose without compensation to you. This license also grants Ultra the right to sublicense your User Content to other users to permit their use of your content in a permissible manner.
Ultra is not liable for the contents of any User Content made available through the Communication Services and has no responsibility to monitor or evaluate the User Content. You understand that by visiting the Sites or using the Services, you may be exposed to content that you may consider to be offensive, indecent or objectionable. Under no circumstances will Ultra be liable in any way for any User Content including, but not limited to, any errors or omissions in any User Content, or any loss or damage of any kind incurred as a result of the use of any User Content posted, emailed, transmitted or otherwise made available on the Sites or through the use of the Sites or the Services.
Your User Content, and the contents of all of your Comments and other online communications (including without limitation chat text, voice communications, IP addresses and your personal information) may be accessed and monitored as necessary to provide the Services and may be disclosed: (i) when we have a good faith belief that we are required to disclose the information in response to legal process (for example, a court order, search warrant or subpoena); (ii) to satisfy any applicable laws or regulations; (iii) where we believe that the Sites or Services are being used in the commission of a crime, including to report such criminal activity or to exchange information with other companies and organizations for the purposes of fraud protection and credit risk reduction; (iv) when we have a good faith belief that there is an emergency that poses a threat to the health and/or safety of you, another person or the public generally; and (v) in order to protect the rights or property of Ultra, including to enforce the Terms. By entering into the Terms, you hereby provide your irrevocable consent to such monitoring, access and disclosure.
We do not intend to create or imply any endorsement of any of the User Content nor do we verify or vouch for such content.
SWEEPSTAKES, CONTESTS, SURVEYS
TICKETING WEBSITE URL
YOU MUST BE 18 YEARS OF AGE OR OLDER TO ATTEND THE EVENT. BY PURCHASING TICKETS, YOU REPRESENT AND WARRANT TO US THAT YOU ARE, OR WILL, BE 18 YEARS OF AGE OR OLDER BY THE DATE OF THE EVENT. YOU UNDERSTAND THAT NO REFUNDS WILL BE GIVEN IF YOU ARE NOT ALLOWED ENTRY TO THE EVENT FOR BEING UNDER THE AGE OF 18.
WE MAY DISCONTINUE OR SUSPEND OUR SITES, SERVICES OR YOUR ACCESS
Ultra reserves the right to add, change, modify, suspend or discontinue (temporarily or permanently) any portion of the Sites and/or the Services, in its sole discretion, at any time with or without notice. In addition, we may impose limits on any portion of the Sites and/or the Services or restrict your access to portions of or the entire Site and/or Services in our sole discretion without notice or liability.
We have the right to restrict, deactivate, suspend or terminate your access to the Sites and/or the Services, including the deletion of your account (when applicable) and all related information in your account, at any time and for any reason without giving you prior notice. We will not be liable to you for any of these actions.
You understand that if you violate any of the Terms, we reserve the right, without limiting any other remedy available in law or equity, to revoke your right to use the Sites and/or the Services and to use any technological, legal, operational or other means available to enforce the provisions of these Terms, including blocking IP addresses.
You are responsible for any Internet connection and/or telecommunication fees and charges that you incur when accessing the Sites and/or the Services, or any portion thereof.
When you visit the Sites, use the Services or send e-mails to us, you are communicating with us electronically, and you consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Sites. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
We welcome your comments and feedback. All communications and comments submitted to us by e-mail, through the Sites or any of our affiliated websites are non-confidential.
Any comments and feedback can be sent to [email protected].
All comments, feedback, suggestions, ideas and other submissions that you disclose, submit or offer to us in connection with your use of the Sites and/or the Services, such as your suggestions regarding improvements that we make to the Sites and/or the Services (collectively, “Comments”), will become our exclusive property. Such disclosure, submission or offer of any Comments shall constitute an assignment to us of all worldwide rights, title and interest in all patent, copyright, trademark and all other intellectual property, and other rights whatsoever in and to the Comments and a waiver of any claim based on moral rights, unfair competition, breach of implied contract, breach of confidentiality and any other legal theory relating to submissions. Thus, we will own exclusively all such rights, title and interest and shall not be limited in any way in the use, commercial or otherwise, of any Comments. You should not submit any Comments to us if you do not wish to assign such rights to us. We are and will be under no obligation to: (i) maintain any Comments in confidence; (ii) pay to you, or any third party, any compensation for any Comments; or (iii) respond to any Comments. You are and shall remain solely responsible for the content of any Comments you make. By sending us Comments or any other content, you warrant and represent that you own the rights to such or are otherwise authorized to post, distribute, display, perform, transmit or otherwise distribute such Comments and content and grant us the right to do the same. You hereby irrevocably waive any claims based on moral rights and similar theories, if any. We reserve the right to use any Comments.
To use certain features of the Sites and/or the Services, you may be directed to register and/or create a user profile or account (“Account”). You are responsible for maintaining the confidentiality of your Account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your Account or password. We will take commercially reasonable security precautions to ensure information you provide to us is safe, but no measures are completely secure. Therefore, we cannot guarantee the security of any information you provide to us on or through the Sites and/or the Services at any time.
As part of the registration process, you may be asked to submit your name, address, email address, date of birth and/or similar information and to select a password. You agree that all information you provide to Ultra for purposes of creating an Account or otherwise registering (“Registration Information”) will be true, accurate, current and complete and your failure to provide such information shall constitute a breach of the Terms and may result in the immediate termination of your Account. You shall (i) promptly update your Registration Information to keep it true, accurate, current and complete; and (ii) maintain the confidentiality of your password.
In registering and/or creating an Account, YOU SHALL NOT: (a) select or use the email address or user name of another person with the intent to impersonate that person; (b) use a name subject to the rights of any other person without authorization; (c) use an email address or user name that is profane, offensive or otherwise inappropriate; or (d) allow any other party to use your Account and/or password except as set forth herein.
YOU MAY NOT SHARE OR TRANSFER YOUR ACCOUNT. You may not disclose your password to anyone. You agree to immediately notify Ultra by sending an email to [email protected] of any known or suspected unauthorized use(s) of your Account or any known or suspected breach of security, including loss, theft or unauthorized disclosure of your password. You understand and agree that you shall be liable for all activities that occur under any Account created for your use, even if such activities were not committed by you. Ultra is not responsible for any loss or damage arising from your failure to maintain the confidentiality of your password.
We reserve the right to refuse service, terminate Accounts, remove or edit content, or cancel orders in our sole discretion at any time, for any reason, without notice. For example, if we have reasonable grounds to suspect your Account Information is fraudulent or inaccurate, we may suspend or terminate your account and refuse any and all current or future use of the Sites and/or Services.
Ultra will not be liable for any damages or loss resulting from the removal of any User Content from the Sites and/or the Services. You may cancel your Account at any time and cancellation will take effect immediately. Ultra reserves the right to temporarily or permanently restrict or block access to the Sites and/or the Services to any users who have had their Accounts cancelled.
LIMITED LICENSE TO USE THE SITES AND THE SERVICES
Subject to these Terms, you are granted a limited, non-sub licensable right to use and access the Sites and the Services and all content contained therein for your personal, non-commercial, and informational use only. The foregoing license grant does NOT include the right for you to: (i) publish, publicly perform or display, or distribute to any third party any content, including reproduction on any computer network or broadcast or publications media; (ii) market, sell or make commercial use of the Sites and Services or any content; (iii) systematically collect and use any data or content including through the use of any data spiders, robots, or similar data gathering, mining or extraction methods; (iv) make derivative uses of the Sites and the Services or the content; or (v) use, frame or utilize framing techniques to enclose any portion of the Sites and the Services (including the images found on the Sites or any text or the layout/design of any page or form contained on a page). All modifications and enhancements to the Sites and Services remain the sole property of Ultra.
Any unauthorized use of the Sites and/or the Services terminates the permission or license granted by us and may violate applicable law including copyright laws, trademark laws (including trade dress), and communications regulations and statutes.
You are granted a limited, revocable and nonexclusive right to create a hyperlink to the home page of the Sites so long as the link does not portray Ultra, the Sites, or its products or Services in a false, misleading, derogatory, or otherwise offensive matter or does not otherwise create an implication of endorsement by us. You may not use Ultra’s name, likeness, logo(s) or other proprietary graphic(s) or trademark(s) as part of the link without express written permission. If you place a link to the Site(s) on a third party website, you must adhere to Ultra’s linking policy as follows: (i) the appearance, position and other aspects of the link may not be such as to damage or dilute the goodwill associated with Ultra and/or its licensors’ names and trademarks; (ii) the appearance, position and other attributes of the link may not create the false appearance that your organization or entity is sponsored by, affiliated with, or associated with Ultra; (iii) when selected by a user, the link must display the Site(s) on full-screen and not within a frame on the linking site; and (iv) Ultra reserves the right to revoke its consent to the link at any time and in its sole discretion.
THIRD PARTY CONTENT AND SERVICES
Ultra strives to maintain an ADA compliant website and is committed to providing an online environment that is accessible to all visitors. We recognize that accessibility and usability are not always possible in every area of the Site or for those using screen readers or other devices to assist viewing of the Site. Ultra along with its third party partners, have conducted, and continue to conduct ongoing accessibility reviews and tests of the Site. We have remediated and continue to remediate any issues identified during such reviews and tests. Please be aware that our efforts are ongoing as we incorporate any improvements we feel necessary to meet the changing laws, regulations and guidelines set forth by any regulating authorities.
If you have specific questions or concerns about the accessibility of the Site or need any assistance with the Site please contact us at [email protected]. If you have found an inaccessible area on the Site, please be sure to specify the specific page and provide us with any other information you may think will help us locate the area. We will make all reasonable efforts to make that page accessible to you. If such page cannot be made accessible with any available tools, we will work to make a text version available to you. If you have a need for a specific electronic format, please contact us at [email protected]m. Please provide the format that you require the content to be in, the web page address of the material, and your contact information. We welcome your questions about this accessibility policy and your comments on how to improve the Site’s accessibility.
The Sites and Services are operated from the United States. We do not represent or warrant that the Sites and/or the Services (or any part thereof) are appropriate or available for use in any particular country other than the United States. In choosing to access the Sites and/or the Services you do so at your own risk, and are responsible for complying with all local laws, rules and regulations.
IF YOU ARE A USER ACCESSING THE SITES AND/OR THE SERVICES FROM ANY OTHER COUNTRY WITH LAWS OR REGULATIONS GOVERNING PERSONAL DATA COLLECTION, USE AND DISCLOSURE THAT DIFFER FROM THE LAWS OF THE UNITED STATES, PLEASE BE ADVISED THAT THROUGH YOUR CONTINUED USE OF THE SITES AND/OR SERVICES, YOU ARE TRANSMITTING YOUR PERSONAL INFORMATION TO THE UNITED STATES AND YOU CONSENT TO THAT TRANSMISSION. ADDITIONALLY, YOU UNDERSTAND THAT YOUR PERSONAL INFORMATION MAY BE TRANSMITTED TO AND PROCESSED IN COUNTRIES (INCLUDING THE UNITED STATES) WHERE LAWS REGARDING PROCESSING PERSONAL INFORMATION MAY BE LESS STRINGENT THAN IN YOUR COUNTRY.
Software that may be downloaded from the Site is subject to export controls under the laws and regulations of the United States. By visiting and using our Site, you acknowledge that you are not a national of, or resident within, any of the countries that are subject to trade embargo under these laws and regulations (currently, Cuba, Iran, North Korea, Sudan and Syria) or listed on any of the United States Government’s lists of prohibited and restricted parties.
DISCLAIMER OF WARRANTIES
THE SITES AND/OR THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. ULTRA MAKES NO WARRANTY AS TO THE QUALITY, ACCURACY, CURRENTNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT AVAILABLE THROUGH, OR THE PERFORMANCE OF, THE SITES OR THE SERVICES. YOU ARE RESPONSIBLE FOR VERIFYING ANY INFORMATION BEFORE RELYING ON IT. USE OF THE SITES AND/OR THE SERVICES IS AT YOUR SOLE RISK. ULTRA DOES NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE SITES, AND/OR THE SERVICES AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; THAT THE OPERATION OF THE SITES AND/OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; AND THAT THE SITES AND/OR THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
YOU ASSUME ALL COSTS ARISING AS A RESULT OF THE USE OF THE SITES AND/OR THE SERVICES.
LIMITATION OF LIABILITY
To the maximum extent permitted by law, in no event shall Ultra or any of its subsidiaries, sponsors or affiliates, together with its respective directors, officers, shareholders, employees and agents, be liable for any direct, incidental, indirect, consequential, special, punitive or exemplary damages of any kind, including, without limitation: (i) lost revenues or profits; (ii) loss of business or loss of data; (iii) loss or damage to any personal property including computer, mobile phone or other device that is in any way related to our Sites or Services, your use of the Sites and/or the Services available on our Sites or Services, even if Ultra and/or its subsidiaries, sponsors or affiliates have been advised of the possibility of such damages; or (iv) for any claim, loss or injury based on errors, omissions, interruptions or other inaccuracies in our Sites and/or Services, including, without limitation, as a result of breach of any warranty or other term of the Terms, the use or inability to use the Sites or Services, the software, unauthorized access to or alternation or your transmissions of data, statements or conduct of any third party on the site, any other matter relating to the Sites or the Services. Some states do not allow the exclusion or limitation of liability of consequential or incidental damages, so the above exclusions may not apply to all users; in such states liability is limited to the fullest extent permitted by law.
ULTRA’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCE SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100). YOU ACKNOWLEDGE AND AGREE THAT, UNLESS OTHERWISE STATED, YOUR SOLE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE SITES OR THE SERVICES IS TO TERMINATE YOUR ACCOUNT AND DISCONTINUE USE OF THE SITES AND/OR THE SERVICES.
You agree to defend, indemnify and hold Ultra, and its successors and assigns, and any affiliated companies, subsidiaries or sponsors and their respective officers, directors, affiliates, agents and employees, harmless from and against any and all claims, actions, proceedings and suits and all related liabilities, losses, damages, judgments, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys fees and costs) arising out of or relating to (i) your use or misuse of the Sites and/or the Services, (ii) your breach or alleged breach of the Terms including, without limitation, a breach or alleged breach of any representation or warranty by you in the Terms; (iii) your violation of any law, rule, regulation or rights of others in connection with your use of the Sites or the Service, or (iv) any infringement, violation or misappropriation of any copyright, trade secret, or any other intellectual property rights or the violation of any property or privacy right arising from any of the User Content that you post or otherwise transmit on the Sites and/or Services.
DISPUTE RESOLUTION PROCEDURE; GOVERNING LAW
You and Ultra agree that any disputes arising from or relating to the Site or the Services, or any relationship or dispute between you and Ultra or you and any company or person employed by or which is affiliated with Ultra, this Agreement and/or any policies or practices of any of the above mentioned companies or persons (a “Dispute”) shall only be resolved subject to FINAL AND BINDING ARBITRATION as set forth in this section, and may only be resolved through an individual arbitration governed by the Federal Arbitration Act or by the applicable sections of the Florida Arbitration code to the maximum extent permitted by applicable law. BY USING THIS SITE, YOU AGREE TO GIVE UP YOUR RESPECTIVE RIGHT TO GO TO COURT in connection with any Dispute and that such rights will be determined by a NEUTRAL ARBITRATOR, NOT A JUDGE OR JURY. NO PARTY TO WHICH THIS AGREEMENT APPLIES SHALL BRING OR PARTICIPATE IN ANY CLASS ACTION OR OTHER CLASS PROCEEDING IN CONNECTION WITH ANY DISPUTE. No party bound by this Agreement agrees to class arbitration or any other arbitration proceedings where a person brings a dispute as a representative of other persons. The parties shall participate in non-binding mediation at least 30 days before commencing any arbitration (or taking any other action). If the parties are unable to resolve a Dispute by informal means, the arbitration of Disputes will be administered by the American Arbitration Association (AAA) in accordance with Commercial Arbitration Rules, and if deemed appropriate by the arbitrator, the Supplementary Procedures for Consumer-Related Disputes. Such arbitration shall be conducted at the AAA office located in Miami, Florida. Any proceeding to enforce this arbitration agreement must be brought in the state court or, if jurisdiction permits, in the U.S. District Court in the Southern District of Florida or in any Florida court of competent jurisdiction with venue lying in Miami-Dade County, to the exclusion of all other forums. This contract shall be governed and construed in accordance with the laws of Florida, excluding Florida’s choice-of-law principles, and all claims relating to or arising out of this Agreement, or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the laws of Florida, excluding Florida’s choice-of-law principles.
Relationship of Parties. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Ultra as a result of the Terms or your use of the Sites or the Services.
Assignment. Ultra may assign the Terms, in whole or in part, to any person or entity at any time with or without your consent. You may not assign the Terms without Ultra’s express prior written consent, and any unauthorized assignment by you shall be null and void.
Severability. If any of the provisions of the Terms is found to be invalid or unenforceable, then that provision shall be construed in a manner consistent with applicable laws to reflect, as nearly as possible, the original intentions of the parties, and the remaining provisions shall remain in full force and effect.
Attorneys’ Fees. In the event any litigation is brought by either party in connection with the Terms, the prevailing party in such litigation shall be entitled to recover from the other party all the reasonable costs, attorneys’ fees and other expenses incurred by such prevailing party in the litigation.
No Waiver. Our failure to enforce any provision of the Terms shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by us of any provision, condition or requirement of the Terms shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
Notices. All notices given by you or required under the Terms shall be in writing and addressed to: [email protected], unless otherwise specified herein.
Equitable Remedies. You hereby agree that Ultra would be irreparably damaged if the Terms herein were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of the Terms, in addition to such other remedies as we may otherwise have available to us under applicable laws.
All questions and concerns regarding the Terms should be directed to [email protected].