UbiquiTools LLC Terms of Use

These Terms of Use (the “Terms”) apply to your use of the website, mobile applications, and any services provided under a separate subscription agreement (collectively, the “Services”), provided by UbiquiTools, LLC (“UbiquiTools,” “we,” “us,” or “our”), whether for yourself or on behalf of a business. By using the Services, you agree to be bound by these Terms. To the extent these Terms conflict with any part of a separate subscriber agreement between you and Ubiquitools, the subscriber agreement will control. These Terms incorporate the Ubiquitools privacy policy, which can be found here (the “Privacy Policy”).

1. Your Account To access the full array of Services, you will need to create an account. That account may be created directly by you, or may be created by an administrator on your behalf. In either event, you recognize the importance of keeping your account password confidential, and agree that you are responsible for activity that happens on or through your account. If you suspect any unauthorized use of your account, please contact us immediately. Access to the Services and registration for an account is only permitted to individuals age eighteen or older, or business entities. By accessing the Services and registering for an account you affirm that you meet these eligibility criteria.

2. Payment Ubiquitools charges a fee for some of the Services (the “Paid Services"), as indicated at the time of purchase. If you register for Paid Services you may be asked to enter your credit card information and authorize payment for those Paid Services. All credit card information and transactions are handled by third-party partners and Ubiquitools will not maintain any record of credit card account numbers or other information. All currency pricing on the Ubiquitools Services will be in United States Dollars.

All Paid Services may be terminated at any time by you or Ubiquitools in accord with these Terms. Upon termination of Paid Services, all future billing will cease but no amount already paid will be refundable.

In the event that You dispute any charges you must so inform Ubiquitools within sixty (60) days from the date of any charge; all amounts paid are non-refundable and Ubiquitools reserves the right to adjust prices from time to time. Your use of the Service following a price adjustment constitutes your agreement with such pricing.

3. Content a. “Intellectual Property” means any and all intellectual property and tangible embodiments thereof, including without limitation inventions, discoveries, designs, specifications, developments, methods, modifications, improvements, processes, know-how, techniques, algorithms, databases, computer software and code, mask works, formulae, techniques, graphics or images, text, audio or visual works, materials that document design or design processes, or that document research or testing, schematics, diagrams, product specifications. b. “Intellectual Property Rights” means all rights in and to Intellectual Property, whether in copyright, trademark, patent, trade secret, or otherwise. c. “Aggregated Data” means that usage data aggregated and anonymized by the Company and the Services. d. In your use of the Services you may upload content via the Services (“User Content”). Ownership of intellectual property rights in that User Content will remain yours. With regard to that content, you agree that by uploading through the Services you grant Ubiquitools and those we work with a worldwide license to use, host, store, reproduce, modify, create derivative works of, communicate, publish, publicly perform, publicly display, sublicense, and distribute such content. This license is granted for the sole purpose of operating, promoting, and improving the Services, and developing new ones. The Company will own all Intellectual Property Rights in and to the Aggregated Data. e. The Services contain copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of the Services are copyrighted as a collective work under the United States of America copyright laws. Ubiquitools owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. User may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. You may download copyrighted material for your personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express permission of Ubiquitools and the copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material.

4. Mobile Apps Where the Services require or permit download of a mobile application (an “App”), we give you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the App as part of the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services in accord with these Terms. You agree not to copy, modify, distribute, sell, or lease any part of the Services or any App, nor to reverse engineer or attempt to extract the source code of any App, unless laws prohibit those restrictions or you have our written permission.

5. Communications Fast, efficient communication is essential in providing the Services. You agree that we may contact you, either electronically or via telephone, via the information provided for the purpose of providing the Services, and that third-parties which whom we contract or with whom we share your information in accord with the Privacy Policy may likewise contact you.

6. Work With Third-Parties; Integrations As part of the provision of Services, you acknowledge that we will work with third-party service providers. These third-parties may include call centers, other user communications providers, research, marketing, and advertising companies, contractors, and others. You agree that any such third-party is not an employee or agent of Ubiquitools, that Ubiquitools does not warrant or otherwise guarantee that work completed by a third-party will be completed in a satisfactory manner, and that in no event will Ubiquitools be liable for any damages caused by a third-party. You further agree that the terms of your relationship with any third-party you are connected to through the Services, including any website linked to from the Ubiquitools website or any third-party service integrated with the Services, will be governed by any agreement you have with that third-party.

7. Modifying or Terminating Services As we grow, we will continue to update and change the Services, by both adding and removing features, functionalities, and services. We reserve the right to make these changes, or terminate the Services altogether, at any time, subject only to a separate subscription agreement. You may terminate your use of the Services at anytime, also subject to any separate subscription agreement. If we decide to terminate a Service, as much as possible we will provide you with advance notice and an opportunity to archive data, if any. While we will do our best to work with you to archive data in the event you terminate Services, we cannot guarantee the availability of any data after you terminate Services or request deletion of an account.

8. User Content All User Content must comply with the Content Standards (as defined below) set out in these Terms. You represent and warrant that:

• You own or control all rights in and to the User Content and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns.

• All of your User Content does and will comply with these Terms.

You understand and acknowledge that you are responsible for any User Content you submit or contribute, and you, not Ubiquitools, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness. We are not responsible, or liable to any third-party, for the content or accuracy of any User Content posted by you or any other user of the Services.

9. Monitoring and Enforcement; Termination a. We have the right to:

1. Remove or refuse to post any User Content for any or no reason in our sole discretion.

1. Take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content violates the Terms, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public or could create liability for Ubiquitools.

1. Disclose your identity or other information about you to any third-party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.

1. Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.

1. Terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of these Terms.

b. 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 the Services. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES. c. However, we do not undertake to review material before it is posted on the Services, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third-party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

10. Content Standards These content standards apply to any and all User Content and use of Services. User Content must in its entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Content must not:

• Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.

• Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.

• Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.

• 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 these Terms and our Privacy Policy.

• Be likely to deceive any person.

• Promote any illegal activity, or advocate, promote or assist any unlawful act.

• Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.

• Impersonate any person, or misrepresent your identity or affiliation with any person or organization.

• Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

11. Your Responsibilities In making use of the Services, you agree not to:

• Post or distribute content that contains any viruses, malware, worms, Trojan horses, malicious code, or other device that could harm our technical infrastructure or system or that of other users;

• Engage in automated uses of the site that are abusive or disruptive of the Services and have not been approved by us;

• Disrupt the Services by placing an undue burden on a website or the networks or servers connected with the Services;

• Disrupt the Services by inundating any of the websites or Apps with communications or other traffic that suggests no serious intent to use the Services for their stated purpose;

• Knowingly access, tamper with, or use any of our non-public areas in our computer systems without authorization;

• Probe, scan, or test the vulnerability of any of our technical systems or networks;

• Infringe copyrights, trademarks, patents, or other proprietary rights of others, including Ubiquitools;

• Attempt to impersonate another user or individual, misrepresent your affiliation with any individual or entity, or use the username of another user with the intent to deceive;

• Infringe the privacy rights of others or solicit personally identifying information for the purposes of harassment, exploitation, violation of privacy, or any promotional or commercial purpose not explicitly approved by Ubiquitools;

• Transmit chain, junk mail, or spam to others;

• Engage in harassment, threats, stalking, spamming, or vandalism;

• Intentionally or knowingly post content that constitutes libel or defamation;

• Post content that is false or inaccurate with the intent to deceive; or

• Otherwise use the Services in a manner inconsistent with applicable law.

12. Services Downtime. You acknowledge that access to the Services may from time-to-time be unavailable to you, whether because of technical failures or interruptions, intentional downtime for service or changes to the Services, or otherwise. You agree that any modification of the Services, and any interruption or unavailability of access to the Services will not constitute a default of any obligations of Ubiquitools under these Terms, and Ubiquitools will have no liability of any kind to you for any such modifications, interruptions, unavailability, or failure of access.

13. Warranties and Disclaimers While we promise to use a commercially reasonable level of skill and care in providing the Services, there are certain promises we don’t make.

Namely, other than as expressly set out in these Terms or a separate subscription agreement, neither we nor our agents, assigns, or third-party contractors and vendors make any specific promises about the Services, or any commitments about the content within the Services, the specific functions of the Services, or their reliability, availability, or ability to meet your needs. The Services are provided “As Is.”

Some jurisdictions provide for certain warranties, such as the implied warranty of merchantability, fitness for a particular purpose, and non-infringement. To the extent permitted by law, we exclude all warranties of any kind.

14. Limitation of Liability IN NO EVENT WILL THE UBIQUITOOLS, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

You further agree that Ubiquitools will have no liability for any damages to the comparative extent that those damages arise out of any failure to fulfill your responsibilities under Sections 9 and 10 above.

15. Business Use If the Services are being used on behalf of a business, that business agrees to these Terms, and you warrant that you have the power to bind the business to these terms, including the limitation of liability above.

16. Copyright Policy Ubiquitools takes the intellectual property rights of others seriously and requires that users do the same. The Digital Millennium Copyright Act established a process for addressing claims of copyright infringement that have been implemented for the Website. If you own a copyright or have authority to act on behalf of a copyright owner and want to report a claim that a third-party is infringing that material on or through the Website, please send a notice to our copyright agent that includes all of the items below and we will expeditiously take appropriate action: a. A description of the copyrighted work that you claim is being infringed; b. A description of the material you claim is infringing and that you want removed or access to which you want disabled and the URL or other location of that material; c. Your address, telephone number, and email address; d. The following statement: “I have a good faith belief that the use of the copyrighted material I am complaining of is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use)”; e. The following statement: “The information in this notice is accurate and, under penalty of perjury, I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right that is allegedly infringed”; and f. An electronic or physical signature of the owner of the copyright or a person authorized to act on the owner's behalf.

The Company designated copyright agent to receive such claims can be reached as follows:

By mail: Copyright Agent Ubiquitools, LLC 30 Newbury Street, 3rd Floor Boston, MA 02116

By email: info@ubiquitools.com (mailto:info@ubiquitools.com) We may, in appropriate circumstances, disable or terminate the accounts of users who may be repeat infringers.

This process does not limit Company’s ability to pursue any other remedies that may be available to address suspected infringement.

17. Changes. We reserve the right to change or modify these Terms at any time and any changes will be effective upon being posted unless we advise otherwise. If we make any material changes to these Terms we will notify you by email (sent to the email address specified when you register) and/or by means of a notice on the Ubiquitools website prior to the change becoming effective. We encourage you to periodically review the Ubiquitools website for the latest Terms.

18. Force Majeure. Ubiquitools will not be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by Ubiquitools, including hosting outages, denial of service attacks, domain downtime, payment gateway failure, email system downtime, or third-party service malfunctions; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated Party (each a “Force Majeure Event”). Both you and Ubiquitools will use reasonable efforts to mitigate the effect of a Force Majeure Event.

19. Severability The invalidity, illegality or unenforceability of any provision of these Terms will in no way affect the validity, legality or enforceability of any other provision.

20. Governing Law These Terms and actions taken thereunder will be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, applied without regard to conflict of law principles.

21. Dispute Resolution All disputes arising out of the Services must be submitted to binding arbitration in the Commonwealth of Massachusetts before an arbitrator appointed by the American Arbitration Association in a proceeding pursuant to that organization’s rules and in accord with its code of ethics. The judgment of the arbitrator will be final and not subject to appeal or review by any judicial or administrative process, and may not be vacated. Judgment upon the arbitration award may be entered in any court having jurisdiction thereof. You agree that you may bring claims against us only in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding, and that the arbitrator may not consolidate proceedings of more than one person or entity’s claims. In the event of arbitration, the arbitrator will apportion liability for the cost of the arbitrator, other costs, and a reasonable attorney’s fee, in accord with the rules of the American Arbitration Association, this Agreement, and applicable law. In the event a party fails to proceed with arbitration, unsuccessfully challenges the arbitrator’s award, or fails to comply with the arbitrator’s award, the other party is entitled to costs of suit, including a reasonable attorney’s fee, for having to compel arbitration or defend or enforce the arbitrator’s award.

22. Indemnification You agree to fully defend, indemnify, and hold Ubiquitools (or its agents, successors, or assigns) harmless, including payment of all costs of defense, any judgment, fines or penalties, and any attorney’s fees or other costs imposed by a court, agency, or under a settlement agreement, against liability of any kind arising out of your use of the Services or breach of any of these Terms.

23. Successors and Assigns These Terms will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, subject to the limitations set forth herein. Notwithstanding the foregoing, you may not assign this Agreement or your rights or obligations hereunder without the prior written consent of Ubiquitools.

24. Waiver Any waiver of compliance with these Terms must be in writing, and waiver in one instance will not be deemed a waiver in any future instance.

25. Contact Reach out to us with any questions, concerns, or comments here:

UbiquiTools, LLC

100 SUMMIT DR STE 100

BURLINGTON MA 01803

info@ubiquitools.com