Terms and Conditions

UBIHERE, INC.
WEBSITE TERMS AND CONDITIONS



PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS WEBSITE.



These Terms and Conditions of Use (“Agreement”) constitute a legally binding agreement between you (“User” or “you”) and Ubihere, Inc., an Ohio corporation (“Ubihere,” “we,” or “us”). By accessing or using Ubihere’s website located at www.ubihere.com (the “Website”), you agree to be bound by this Agreement and our Privacy Policy, which is incorporated herein by reference.

  1. Definitions

1.1. “Content” means any information, data, text, software, music, sound, photographs, graphics, videos, messages, or other materials.

1.2. “User Content” means any Content that Users submit, post, or transmit to, through, or in connection with the Website.

2.1. By using the Website, you affirm that you are at least 18 years of age and capable of entering into a legally binding agreement.

2.2. If you do not agree to these terms, you must not access or use the Website.

3.1. Ubihere reserves the right to modify this Agreement at any time. We will provide notice of any material changes by posting the updated terms on the Website.

3.2. Your continued use of the Website after such modifications constitutes your acceptance of the revised Agreement.

4.1. Ubihere grants you a limited, non-exclusive, non-transferable, and revocable license to access and use the Website for your personal, non-commercial use, subject to this Agreement.


4.2. You agree not to:


a) Use the Website for any unlawful purpose or in violation of any local, state, national, or international law;
b) Interfere with or disrupt the operation of the Website or the servers or networks used to make the Website available;
c) Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
d) Attempt to gain unauthorized access to any portion of the Website or any other systems or networks connected to the Website.

5.1. The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Ubihere, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.


5.2. You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:


a) Your computer may temporarily store copies of such materials incidental to your accessing and viewing those materials.
b) You may store files that are automatically cached by your Web browser for display enhancement purposes.
c) You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution.


5.3. If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Agreement, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made.

6.1. By submitting, posting, or transmitting User Content on or through the Website, you grant Ubihere a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such User Content in any media or distribution methods now known or later developed.


6.2. You represent and warrant that:


a) 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.
b) All of your User Content does and will comply with this Agreement.


6.3. You understand and acknowledge that you are responsible for any User Content you submit or contribute, and you, not Ubihere, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

You agree not to use the Website:


7.1. In any way that violates any applicable federal, state, local, or international law or regulation.
7.2. To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
7.3. To impersonate or attempt to impersonate Ubihere, a Ubihere employee, another user, or any other person or entity.
7.4. To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm Ubihere or users of the Website or expose them to liability.

8.1. We have the right to:


a) Remove or refuse to post any User Content for any or no reason in our sole discretion.
b) Take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion.
c) 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.
d) Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.
e) Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of this Agreement.


8.2. Without limiting the foregoing, we have the right to cooperate fully 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 Website.

9.1. The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information.


9.2. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

  1. Changes to the Website

10.1. We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

  1. Information About You and Your Visits to the Website

11.1. All information we collect on this Website is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

  1. Links from the Website

12.1. If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.

  1. Geographic Restrictions

13.1. The owner of the Website is based in the State of Ohio in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries.

  1. Disclaimer of Warranties

14.1. You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.


14.2. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.


14.3. YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER UBIHERE NOR ANY PERSON ASSOCIATED WITH UBIHERE MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE.

  1. Limitation on Liability

15.1. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL UBIHERE, 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, 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.


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

  1. Indemnification

16.1. You agree to defend, indemnify, and hold harmless Ubihere, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of this Agreement or your use of the Website, including, but not limited to, your User Content, any use of the Website’s content, services, and products other than as expressly authorized in this Agreement, or your use of any information obtained from the Website.

  1. Governing Law and Jurisdiction

17.1. This Agreement and any dispute or claim arising out of or related to it, its subject matter, or its formation (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Ohio, without giving effect to any choice or conflict of law provision or rule.


17.2. Any legal suit, action, or proceeding arising out of, or related to, this Agreement or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Ohio, in each case located in Franklin County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

  1. Arbitration

18.1. At Ubihere’s sole discretion, it may require you to submit any disputes arising from this Agreement or use of the Website, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Ohio law.

  1. Limitation on Time to File Claims

19.1. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

20.1. No waiver by Ubihere of any term or condition set out in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Ubihere to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.


20.2. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Agreement will continue in full force and effect.

21.1. This Agreement and our Privacy Policy constitute the sole and entire agreement between you and Ubihere regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website.

22.1. This Website is operated by Ubihere, Inc., 4601-A Lyman Dr, Hilliard, OH 43026


22.2. All feedback, comments, requests for technical support, and other communications relating to the Website should be directed to: info@ubihere.com.

23.1. You may not assign or transfer this Agreement, by operation of law or otherwise, without Ubihere’s prior written consent. Any attempt by you to assign or transfer this Agreement, without such consent, will be null and void.


23.2. Ubihere may freely assign or transfer this Agreement without restriction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

24.1. When you use the Website or send emails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email or by posting notices on the Website. 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.

25.1. If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

26.1. The Website may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Website to, or make the Website accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation.

27.1. The Website is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the U.S. Government or any contractor therefor, you receive only those rights with respect to the Website as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other U.S. Government licensees and their contractors.

28.1. You acknowledge that a breach of this Agreement may cause irreparable harm to Ubihere and its affiliates, for which monetary damages would be inadequate, and you agree that Ubihere will be entitled to seek equitable relief, in addition to any other remedy available at law or in equity, in the event of any breach or threatened breach of this Agreement by you.

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