1. LICENSE GRANT
uBear hereby grants to You a personal, revocable, limited, non-exclusive, and non-transferable license to use the Website solely for your personal use, which does not include activities related to any commercial, entrepreneurial or professional activity, provided that You comply with the terms and conditions of this TOU. Notwithstanding the foregoing, You may not modify, translate, decompile, create derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, remove or alter any proprietary notices or labels, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use the Website in any manner not expressly permitted herein.
2. USER REPRESENTATIONS
By accessing or using the Website, You represent that You are at least eighteen (18) years old. If You are not of such age, please consult with your parent or guardian with respect to this TOU, because persons under such age are authorized to use the Website only if a parent or guardian accepts this TOU on their behalf. In addition, You agree to abide by all applicable laws and regulations governing your use of the Website. Furthermore, You acknowledge and agree that this Website is directed at users in the U.S. only (and ships product to U.S. only).
3. PROPRIETARY RIGHTS
This TOU provides only a limited license to access and use the Website. Accordingly, You expressly acknowledge and agree that uBear transfers no ownership or intellectual property interest or title in and to the Website to You or anyone else. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the Website, unless otherwise indicated, are owned, controlled, and licensed by uBear. uBear logo and all other names, logos, and icons identifying uBear and its products and services are proprietary trademarks of uBear and any use of such marks, including, without limitation, as domain names, account identifiers, or as search terms, without express written permission is strictly prohibited. Other product and company names or logos mentioned or displayed on or through the Website may be the trademarks and/or service marks of their respective owners.
4. CONTENT SUBMITTED BY YOU
From time to time We may make available on this Website bulletin boards, chat rooms, comment areas, billboards, forums, news groups, postings sections or similar communication facilities. In such instances, We welcome your comments on our Website. However, any notes, messages, billboard postings, ideas, suggestions, or other material which You submit to uBear (“User-Posted Content”) must not harass, slander, malign, libel, defame, threaten, or otherwise violate any rights of any third-parties and must not include any profanity, obscene, indecent, pornographic, defamatory, unlawful, or otherwise objectionable material all as determined by us. Furthermore, User-Posted Content must not infringe the intellectual property rights, privacy rights, rights of publicity, or other proprietary rights of any person or entity. Upon your submission of any and all User-Posted Content, You grant uBear a non-exclusive, royalty-free, perpetual, irrevocable right and license to use reproduce, copy, modify, alter, publicly display, publicly perform, post, transmit, broadcast, distribute or otherwise use the User-Submitted Content, such that uBear shall be and is entitled to use such User-Posted Content for any type of use, including promotional purposes and advertising, in perpetuity, in any and all media whether now known or hereafter devised, without any compensation to you. Your expressly waive any and all rights, grounds and actions concerning the inspection and approval of the finished product that may be produced and used in connection with your User-Posted Content. By submitting any User-Posted Content to us, You represent and warrant that You hold all necessary right, title and license to such User-Posted Content and that your submission of such materials to the Website does not and will not violate or infringe the rights of any third-parties, including but not limited to intellectual property or privacy rights.
You agree not to modify, distribute, disclose or create works wholly or partially based on the Website. You cannot (nor allow third parties to) sub-license, rent, sell, distribute, circulate, provide, transform, de-codify, break down, disassemble, reverse engineer, create derivative works of, modify or translate the Website, or in any case reproduce, copy, use or provide the Website, or parts of it, in any other manner except for that expressly permitted herein or permitted by mandatory law. You acknowledge and accept that the acquisition of any content or data through use of the Website is solely your responsibility and that You are solely responsible for any damage to the system or loss of data caused by using the service, even indirectly.
6. PRODUCT INFORMATION
Most uBear products displayed at the Site are available from select retailers in the United States and in select foreign markets while supplies last. In some cases, merchandise displayed for sale at the Site may not be available through other retailers’ stores. The prices displayed at the Site are quoted in U.S. Dollars.
We have made every effort to display, as accurately as possible, the colors of our products that appear at the Site. However, as the actual colors you see will depend on your monitor, we cannot guarantee that your monitor’s display of any color will be accurate.
8. Compliance with the Law and Resale Sales
You agree to comply with all applicable laws and regulations of the various states and of the United States and other countries that relate to the products on our Site or this Agreement. You agree and represent that you are buying for your own personal use only, and not for resale.
uBear and other marks indicated on our Site are registered trademarks of uBear Inc. in the United States and other countries. uBear graphics, logos, page headers, button icons, scripts, and service names are trademarks or trade dress of uBear Corporation. uBear’s trademarks and trade dress may not be used in connection with any product or service that is not uBear’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits uBear. All other trademarks not owned by uBear that appear on this Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by uBear.
All content included on this Site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of uBear or its content suppliers and protected by United States and international copyright laws. The compilation of all content on this Site is the exclusive property of uBear and protected by U.S. and international copyright laws. All software used on this Site is the property of uBear or its software suppliers and protected by United States and international copyright laws. This Site or any portion of this Site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of uBear. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of uBear and our affiliates without express written consent. You may not use any meta tags or any other “hiddentext” utilizing uBear’s name or trademarks without the express written consent of uBear.
12. AVAILABILITY AND CONTINUITY OF SERVICE
You acknowledge and accept that uBear reserves the right, at its own and complete discretion, to temporarily or permanently (i) suspend or eliminate the Website, and/or (ii) disable any access to the Website.
13. LINKS TO OTHER SITES
The Website may facilitate access to other sites or on-line social media networks or pages for your convenience. These sites, networks, or pages have not necessarily been reviewed by uBear and are maintained by third parties over which uBear exercises no control. Accordingly, uBear expressly disclaims any responsibility for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on these third party sites. Moreover, these links do not imply an endorsement with respect to any third party or any Web site or the products or services provided by any third party.
14. WARRANTY DISCLAIMER
EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN OUR WARRANTY POLICY uBear MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE WEBSITE OR ANY GOODS PURCHASED BY YOU THROUGH THE WEBSITE FOR ANY PURPOSE AND EXPRESSLY DISCLAIMS ANY EXPRESS WARRANTIES INCLUDING, WITHOUT LIMITATION ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TO THE FULLEST EXTENT PERMITTED BY THE APPLICABLE LAW.
15. LIMITATION OF LIABILITY
IN NO EVENT SHALL UBEAR BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE WEBSITE OR WITH THE DELAY OR INABILITY TO USE THE WEBSITE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. NOTWITHSTANDING THE FOREGOING, TOTAL LIABILITY OF UBEAR FOR ANY REASON WHATSOEVER RELATED TO USE OF THE WEBSITE SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO UBEAR IN CONNECTION WITH THE SUBJECT MATTER OF THE PARTICULAR DISPUTE.
By using this application, You agree to defend, indemnify and hold harmless uBear and its parent and affiliates, and their directors, employees and agents, against any loss, damage, liability, cost, expense (including legal fees) asserted by any third party and arising from: (i) your use of and access to the Website; (ii) any User-Posted Content; (iii) your breach of any of these TOU; and (iii) your infringement of any third party rights, including without limitation any property, privacy or intellectual property rights. This indemnity shall survive the duration of your use of the Website.
You acknowledge that any breach, threatened or actual, of this TOU will cause irreparable injury to uBear, such injury would not be quantifiable in monetary damages, and uBear would not have an adequate remedy at law. You therefore agree that uBear shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this TOU.
18. TERM AND TERMINATION
This TOU will take effect at the time You begin using the Website. This TOUTOU will terminate automatically if You fail to comply with its terms and conditions. Termination will be effective without notice. You may also terminate this TOUTOU at any time by ceasing all use of the Website. Sections 3, 4, 7, 89, 10, 11, 12, 14, 15and this sentence of this Section 13, will survive the termination of this TOU for any reason.
19. WAIVER & SEVERABILITY
Failure to insist on strict performance of any of the terms and conditions of this TOU will not operate as a waiver of any subsequent or other default or failure of performance. If any part of this TOU is determined to be invalid or unenforceable pursuant to applicable law or court order including, but not limited to, the warranty disclaimers and the liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most clearly matches the intent of the original provision and the remainder of this TOU shall continue in effect.
20. JURISDICTION AND APPLICABLE LAW
This agreement and all rights and obligations of the parties shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of laws provisions. The parties agree to submit to the personal jurisdiction and venue of the state and federal courts of the State of New York within New York County.
21. INDEPENDENT PARTY
You are an independent party. No joint venture, partnership, employment, or agency relationship exists between You and uBear as a result of this TOU or your utilization of the Website.
22. ENTIRE AGREEMENT
This TOU, the Additional Policies and any other agreement or terms or conditions for services, information, or licenses available through the Website, which are all hereby incorporated by reference as if set forth fully herein, represent the entire agreement between You and uBear with respect to use of the Website, and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written between You and uBear with respect to the Website.
23. NO ASSIGNMENTS
You may not assign or transfer any rights under this Agreement without the prior written consent of uBear.
Headings are for convenience only.
25. MODIFICATION TO THESE TERMS
uBear may, in its sole and absolute discretion, change these Terms from time to time. uBear will post notice of such changes on the applicable Site. If you object to any such changes, your sole recourse shall be to cease using the uBear Websites. Continued use of the uBear Websites following notice of any such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes. Certain provisions of these Terms may be superseded by expressly-designated legal notices or terms located on particular pages of the uBear Websites and, in such circumstances, the expressly-designated legal notice or term shall be deemed to be incorporated into these Terms and to supersede the provision(s) of these Terms that are designated as being superseded.