Policy of Service (POS):
1 – Your Registration Obligation: In consideration of your use of this service, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the service’s Registration Form and (b) maintain and promptly update the registration data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Universal Digital Downloads ( UDD ) has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, UDD has the right to suspend or terminate your account and refuse any and all current or future use of this service or any portion thereof. UDD is strongly concerned for the privacy of all its users, and for this purpose, will strongly enforce this policy to insure the confidentiality of its members.
2 – Members Accounts, Password and Security: In exchange for your service fee ( see pricing table on the About page ) to access this site, you will receive a password and account designation upon completing the service’s registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to: (a) immediately notify UDD of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. UDD cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 2.
3 – Member Conduct: You understand that all information, data, text, software, photographs, graphics, video, messages or other materials here to be recognized as “content”, weather publicly posted or privately transmitted, are the sole responsibility of the person from which such content originated. This means that you, not UDD, are responsible for all content that you upload, post, email, transmit, or otherwise make available via the service. UDD does not control the content posted via the service and, as such, does not guarantee the accuracy, integrity or quality of such content. You understand that by using this service, you may be presented with business or financial opportunities that have not been verified by UDD. Under no circumstances will UDD be liable in any way for any content, including but not limited to, any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted or otherwise made available via the service.
You agree not to use the service to:
a. Upload, post, email, transmit or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethically or otherwise objectionable;
b. Impersonate any person or entity, including, but not limited to, a UDD official, forum leader, guide, or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
c. Forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the service;
d. Upload, post, email, transmit or otherwise make available any content that you do not have a right to make available under any law or under contractual or fiduciary relationships, such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements.
e. Upload, post, email, transmit or otherwise make available any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
f. Upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, junk mail spam, chain letters, pyramid schemes, or any other form of solicitation;
g. Upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designated to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
h. Disrupt the normal flow of dialogue, cause a screen to scroll faster than other users of the service are able to type, or otherwise act in a manner that negatively affects other user’s ability to engage in real time exchanges;
i. Interfere with or disrupt the service or servers or networks connected to the service, or disobey any requirements, procedures, policies or regulations of networks connected to the service;
j. Intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
k. Stalk or otherwise harass another; or
l. Collect or store personal data about other users.
You acknowledge that UDD does not pre-screen content, but that UDD and its designees shall have the right, in their sole discretion to refuse or move any content that is available via the service. Without limiting the foregoing, UDD and its designees shall have the rights to remove any content that violates the POS or is otherwise objectionable. You agree that you must evaluate, and bear all risk associated with, the use of any content, including and reliance on the accuracy, completeness, or usefulness of such content. In this regard, you acknowledge that you may not rely on any content created by UDD or submitted to UDD, including without limitation, information in UDD message boards, and in all other parts of the service.
You acknowledge and agree that UDD may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the POS; (c) respond to claims that any content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of UDD, its users and the public.
You understand that the technical processing and transmission of the service, including your content, may involve (a) transmission over various networks; and (b) changes to conform and adapt to technical requirements of concerning networks or devices.
4 – Special Admonitions for International Use: Recognizing the global nature of the internet, you agree to comply with all local rules regarding online conduct and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
5 – Indemnity: You agree to indemnify and hold UDD, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorney’s fees, made by any third party due to or arising out of content you submit, post, transmit or make available through the service, you use of the service, your connection to the service, your violation of the POS, or your violation of any rights of another.
6 – No Resale of Service: You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purpose, any portion of the service, use of the service, or access to the service.
7 – Generally Practices Regarding Use and Storage: You acknowledge that UDD may establish general practices and limits concerning use of the service, including without limitation that maximum number of days that email messages, message board postings or other uploaded content will be retained by the service, the maximum number of email messages that may be sent from or received by an account on the service, the maximum size of any email message that may be sent from or received by an account on the service, the maximum disk space that will be allotted on UDD’s servers on your behalf, and the maximum number of times and duration for which you may access the service in a given period of time. You agree that UDD has no responsibility or liability for the deletion or failure to store any messages and other communications or other content maintained or transmitted by the service. You acknowledge that UDD reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that UDD reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
8 – Modifications to Service: UDD reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the service or any part thereof, with or without notice. You agree that UDD shall not be liable to you or to any third party for any modification, suspension or discontinuance of the service.
9 – Termination: You agree that UDD, in its sole discretion, may terminate your password, account or part thereof, or use of the service, and remove and discard any content within the service, for any reason, including, without limitation, for the lack of use or if UDD believes that you have violated or acted inconsistently with the letter or spirit of the POS. UDD may also in its sole discretion and at any time discontinue providing the service, or any part thereof, with or without notice. You agree that any termination of your access to the service under any provision of this POS may be effected without prior notice, and acknowledge and agree that UDD may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the service. Further, you agree that UDD shall not be liable to you or any third-party for any termination of your access to the service.
10 – Dealing with Advertisers: Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that UDD shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the service.
11 – Links: The service may provide, or third parties may provide, links to other world wide web sites or resources. Because UDD has no control over such sites and resources you acknowledge and agree that UDD is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that UDD shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
12 – Disclaimer of Warranties: Your use of the service is at your sole risk. The service is provided on an “as is” and “as available” basis. UDD expressly disclaims all warranties of any kind, whether expressed or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. UDD makes no warranty that the service will meet your requirements; the service will be uninterrupted, timely, secure, or error-free; the results that may be obtained from the use of the service will be accurate or reliable; the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations; and any errors in the software will be corrected. Any material downloaded or otherwise obtained through the use of the service is done at your own discretion and risk and that you will be solely responsible for any such material. No advice or information, whether oral or written, obtained by you from UDD or through or from the service shall create any warranty not expressly stated in the POS. This service is provided for information purpose only. UDD shall not be responsible or liable for the accuracy, usefulness or availability of any information transmitted or made available via the service, and shall not be responsible or liable for any trading or investment decisions made based on such information.
13 – Notice: Notices to you may be made via either email or regular mail. The service may also provide notices of changes to the POS or other matters by displaying notices or links to notices to you generally on the service.
14 – Copyrights and Violations: UDD respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, or if you suspect any violation of the POS has occurred, please report any of these activities to our staff at Contact Us.
Terms & Conditions (T&C):
Please read these terms, conditions, and policies fully and carefully before using www.udd.com (the “Website”) and the services, features, content, applications, or products offered by GBSU, LLC d/b/a Universal Digital Downloads (“we”, “us” or “our”) (together with the Website, the “Services”). This Agreement sets forth the legally binding terms and conditions for your use of the Website and the Services.
Acceptance of Terms & Conditions
By registering for and/or using the Services in any manner, including but not limited to visiting or browsing the Website, you agree to these Terms & Conditions and all other operating rules, policies and procedures that may be published from time to time on the Website by us, each of which is incorporated by reference and each of which may be updated from time to time without notice to you. Certain of the Services may be subject to additional terms and conditions specified by us from time to time; your use of such Services is subject to those additional terms and conditions, which are incorporated into these Terms & Conditions by this reference.
These Terms & Conditions apply to all users of the Services, including, without limitation, registered and unregistered users.
You represent and warrant that you are at least 18 years of age. If you are under age 18, you may not, under any circumstances or for any reason, use the Services. We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time.
You are solely responsible for ensuring that these Terms & Conditions are in compliance with all laws, rules and regulations applicable to you and the right to access the Services is revoked where these Terms & Conditions or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation. Further, the Services are offered only for your use, and not for the use or benefit of any third party.
To sign up for the Services, you must register for an account on the Services (an “Account”). You must provide accurate and complete information and keep your Account information updated. You shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than you without appropriate authorization; or (iii) use, as a username, a name that is otherwise offensive, vulgar or obscene. You are solely responsible for the activity that occurs on your Account, and for keeping your Account password secure. You may never use another person’s user account or registration information for the Services without permission. You must notify us immediately of any change in your eligibility to use the Services (including any changes to or revocation of any licenses from state authorities), breach of security or unauthorized use of your Account. You should never publish, distribute or post login information for your Account. You shall have the ability to delete your Account, either directly or through a request made to one of our employees or affiliates.
For purposes of these Terms & Conditions, the term “Content” includes, without limitation, information, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services. You acknowledge that all Content accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. We do not guarantee that any Content you access on or through the Services is or will continue to be accurate.
Notices and Restrictions
The Services may contain Content specifically provided by us or our partners and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services.
Subject to these Terms & Conditions, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for other than purposes of using the Services is expressly prohibited without prior written permission from us. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right.
Availability of Content
We do not guarantee that any Content will be made available on the Website or through the Services. We reserve the right to, but do not have any obligation to, (i) remove, edit or modify any Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these Terms & Conditions), or for no reason at all and (ii) to remove or block any Content from the Services.
Rules of Conduct
As a condition of use, you promise not to use the Services for any purpose that is prohibited by these Terms & Conditions. You are responsible for all of your activity in connection with the Services.
You shall not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (iv) run any form of auto-responder or “spam” on the Services; (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Website; (vi) harvest or scrape any Content from the Services; (vii) distribute information you know is false, misleading, untruthful, unlawful, or inaccurate, (viii) upload any software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party; or (ix) otherwise take any action in violation of our guidelines and policies.
You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Services, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.
We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms & Conditions, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of us, our users and the public.
Third Party Services
The Services may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Services. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.
Payments and Billing
Certain of our Services, including the purchase of any products offered by us, may be subject to payments now or in the future (the “Paid Services”). Please see our Help / FAQ for a description of the current Paid Services. Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of this Agreement.
We use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your Account on the Services (your “Billing Account”) for use of the Paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. We are not responsible for errors by the Payment Processor. By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payments using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.
The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.
Some of the Paid Services, such as the purchase of a membership subscription, may consist of recurring period charges as agreed to by you. By choosing a recurring payment service, you acknowledge that such Services have a recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. All recurring payments are fully earned upon payment. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, GO TO WWW.universaldigitaldownloads.COM.
Current Information Required
YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT WWW.universaldigitaldownloads.COM. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.
Change in Amount Authorized
If the amount to be charged to your Billing Account varies from the amount you pre-authorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.
Auto-Renewal for Subscription Services
Any subscription services, such as any membership subscription (“Subscription Services”), you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate. To change or resign your Subscription Services at any time, go to Account Settings. If you terminate a Subscription Service, you may use your subscription until the end of your then-current term; your subscription will not be renewed after your then-current term expires. All fees related to Subscription Services are fully earned upon payment.
Reaffirmation of Authorization
Your non-termination or continued use of a Paid Service (including Subscription Services) reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Paid Service.
Free Trials and Other Promotions
Any free trial or other promotion that provides access to a Paid Service must be used within the specified time of the trial. You must stop using a Paid Service before the end of the trial period in order to avoid being charged for that Paid Service. If you cancel prior to the end of the trial period and are inadvertently charged for a Paid Service, please contact us at firstname.lastname@example.org.
We may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your Account, you may do so by contacting email@example.com. Any fees paid hereunder are non-refundable. All provisions of these Terms & Conditions which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
We have no special relationship with or fiduciary duty to you. You acknowledge that We have no duty to take any action regarding:
which users gain access to the Services;
what Content you access via the Services; or
how you may interpret or use the Content.
You release us from all liability for you having acquired or not acquired Content through the Services. We make no representations concerning any Content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, or legality of material or Content contained in or accessed through the Services.
THE SERVICES AND CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK.
You shall defend, indemnify, and hold harmless us, our affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Services or Content in violation of these Terms & Conditions, or infringement by you, or any third party using your Account or identity in the Services, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.
Limitation of Liability
IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF the greater of (A) fees paid to us for the particular Services during the immediately previous three (3) month period or (B) $500.00.
Governing Law and Jurisdiction
These Terms & Conditions shall be governed by and construed in accordance with the laws of the State of Georgia, including its conflicts of law rules, and the United States of America. You agree that any dispute arising from or relating to the subject matter of these Terms & Conditions shall be governed by the exclusive jurisdiction and venue of the state and Federal courts of Fulton County, Georgia.
We reserve the right, in our sole discretion, to modify or replace any of these Terms & Conditions, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Website or by sending you notice through the Services, via e-mail or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. While we will timely provide notice of modifications, it is also your responsibility to check these Terms & Conditions periodically for changes. Your continued use of the Services following notification of any changes to these Terms & Conditions constitutes acceptance of those changes.
Entire Agreement and Severability
These Terms & Conditions are the entire agreement between you and us with respect to the Services, including use of the Website, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Services. If any provision of these Terms & Conditions is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms & Conditions will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder
We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
These Terms & Conditions are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.
Coupon codes have no cash value and cannot be redeemable for cash, and cannot be combined with any other offers. Limit one coupon code per order. Coupon codes generally expire and are no longer valid for redemption 90 days after their date of generation, but certain coupon codes may have their own redemption period as specified in connection with the coupon code itself. The unauthorized reproduction, resale, modification, or trade of coupon codes is prohibited. Coupon codes are void where prohibited, taxed or restricted. UDD reserves the right to change or limit coupon codes in its sole discretion.
No agency, partnership, joint venture, or employment relationship is created as a result of these Terms & Conditions and neither party has any authority of any kind to bind the other in any respect.
Unless otherwise specified in these Terms & Conditions, all notices under these Terms & Conditions will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to firstname.lastname@example.org.
Our failure to enforce any part of these Terms & Conditions shall not constitute a waiver of our right to later enforce that or any other part of these Terms & Conditions. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms & Conditions to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.
The section and paragraph headings in these Terms & Conditions are for convenience only and shall not affect their interpretation.
Effective Date of Policy of Service (POS) and Terms & Conditions (T&C):
January 1, 2015