Terms of Service
Thanks for using uShuttl! These terms of service ("Terms") cover your use and access to the services, client software ("Services") provided by uShuttl LLC.
Please read these Terms closely before using the uShuttl Mobile Application (the "Application").
1.Description of Software
uShuttl allows you and other users to send marketing content, sales kits, videos, power points, etc. right from your tablet or mobile device in a branded way. This data is referred to herein as "User Content." In all cases where copyrighted and or confidential data may be included as part or all of the uploaded data, you agree to comply with all copyright laws and rules covering such data including (but not limited to) the reproduction and resale of such data. You agree that uShuttl will not be held responsible for legal liabilities incurred through the use or misuse of data obtained through the Services.
You acknowledge and agree that in order for uShuttl to maintain the integrity and dynamic nature of the Services, your use of the Services is subject to these Terms, which may be modified by uShuttl at any time and for any reason.
You are solely responsible for User Content and the consequences of uShuttl or any third party importing, posting, publishing, creating new applications based on, and otherwise using such User Content. In connection with any such User Content, you affirm, represent, and/or warrant that you own or have the necessary licenses, rights, consents, and permissions related to the User Content and its use by you, uShuttl, and any other third party.
In connection with User Content, you further agree that you will not:
Submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant uShuttl all of the rights and licenses granted herein;
Publish falsehoods or misrepresentations that could damage uShuttl or any third party;
Submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate;
Impersonate another person. uShuttl does not endorse any User Content or any data, opinion, recommendation, or advice expressed therein, and it expressly disclaims any and all liability in connection with any User Content. uShuttl does not permit copyright infringing activities or infringement of intellectual property rights on the Application, and will remove all Content and User Content if properly notified that such Content or User Content infringes on another's intellectual property rights. uShuttl may remove or choose not to publish any Content or User Content without prior notice. uShuttl may also terminate your access to the Services, if you are determined to be a repeat infringer. A repeat infringer is anyone who has been notified of infringing activity more than once and/or has had any User Content removed from the Application more than twice. uShuttl also reserves the right to decide whether Content or User Content is appropriate and complies with this Agreement for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material. uShuttl may remove or choose not to publish any such User Content and/or terminate your access for uploading such material in violation of this Agreement at any time, without prior notice and at its sole discretion;
Introduce a virus, worm, Trojan horse, time bomb or any other harmful software code, data or similar file that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data, personal information or property of another;
Engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services);
Use the Services in any manner that could damage, disable, overburden or impair any uShuttl server (or the networks connected to any uShuttl server) or interfere with any other party's use and enjoyment of the Services;
Attempt to gain unauthorized access to other accounts, computer systems or networks connected to any uShuttl server or to the Services through hacking, password mining or any other means;
Obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services; or
Engage in any systematic extraction of data or data fields, including without limitation email addresses.
You agree that you are solely responsible for (and that uShuttl has no responsibility to you or to any third party for) any breach of your obligations under this Agreement and for the consequences (including any loss or damage which uShuttl may suffer) of any such breach.
3. License and Restrictions
uShuttl hereby grants you a non-exclusive, non-transferable, worldwide right and license to use the Services, solely for your own internal purposes, subject to the Terms of this Agreement. All rights not expressly granted to you are reserved by uShuttl and its licensors. You shall not license, sublicense, sell, resell, transfer, assign or distribute the Services in any way other than as permitted in writing by uShuttl.
4. Intellectual Property Ownership
uShuttl alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the uShuttl Technology and the Services in addition to any suggestions, ideas, requests, feedback or other information provided by you or any other party relating to the Services. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Services, the uShuttl Technology or the Intellectual Property Rights owned by uShuttl, except as expressly set forth herein. The uShuttl name, the uShuttl logo, and the product names associated with the Services are trademarks of uShuttl or third parties, and no right or license is granted to use them.
5. Your Data Recipients
As a service provider, in the event that you have a dispute with a targeted recipient in relation to the use (or misuse) of any of the Services, you release the Application (and uShuttl, LLC. and our officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
6. Legal Disclaimer and Warning
uShuttl assumes that the content you upload will be used legally and ethically and that you have obtained permission, if necessary to use it on the targeted recipient. Please don't copy, upload, download or share content unless you have the right to do so. uShuttl reserves the right to refuse service to anyone wishing to use the Services in an illegal manner. uShuttl may immediately suspend your use of the Services if it is contacted by any data source, website, target recipient or repository and asked to cease all Application activity. If such an event occurs, uShuttl will not disclose your information without a court order mandating it to do so unless uShuttl, under the advice of counsel, determines that there would be an adverse consequence if it does not. If, however, uShuttl receives a court order demanding the release of your information to a third party, it will comply. If such action becomes necessary, you agree to indemnify and hold uShuttl and (as applicable) its parent(s), subsidiaries, affiliates, officers, directors, agents, contractors and employees harmless from any claim or demand, including reasonable attorneys' fees, made by any third party arising from any complaint, suit, disagreement or other repercussions resulting from your use of the Services.
8. Services "AS IS"
uShuttl makes no guarantee regarding the extraction, importation, publishing, storage, or delivery timeliness of data defined within the scope of a subscription.
USHUTTL MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES OR ANY CONTENT. USHUTTL DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICES WILL BE COMPLETELY SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICES AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY USHUTTL.
10. Limitation of Liability
EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THESE TERMS FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (ii) USHUTTL'S AGGREGATE LIABILITY TO YOU UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE AMOUNT PAID TO USHUTTL BY YOU FOR THE SERVICES GIVING RISE TO THE CLAIM.
11. Unforeseen Service Interruptions
EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS AGREED TO THESE TERMS RELYING ON THE LIMITATIONS OF LIABILITY STATED HEREIN AND THAT THOSE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. WITHOUT LIMITING THE FOREGOING AND EXCEPT FOR PAYMENT OBLIGATIONS, NEITHER PARTY SHALL HAVE ANY LIABILITY FOR ANY FAILURE OR DELAY RESULTING FROM ANY CONDITION BEYOND THE REASONABLE CONTROL OF SUCH PARTY, INCLUDING BUT NOT LIMITED TO GOVERNMENTAL ACTION OR ACTS OF TERRORISM, EARTHQUAKE OR OTHER ACTS OF GOD, LABOR CONDITIONS, AND POWER FAILURES.
USHUTTL'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. USHUTTL IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
12. Payment and Refunds
You will be charged the fees stated at the time of purchase plus applicable taxes. As soon as you've successfully completed this sign-up process and your payment is confirmed, your membership will begin.
To stop your subscription from being automatically renewed, click this link to send us a message stating that you would like to cancel your subscription auto-renewal.
uShuttl subscriptions are non-refundable unless canceled within thirty (30) days before the next annual billing cycle. If you do not cancel within thirty (30) days before the next annual billing cycle your next annual subscription payment will NOT be refunded.
The price of Services is subject to change, but we will always notify you of any changes to your cost before your next payment is due.
13. Termination and Cancellation
You may cancel your subscription at any time but shall remain liable for your use of the Services through the term of the license contract. You will not receive a refund (partial or otherwise) for any un-cancelled accounts or for lack of use. It’s your responsibility to cancel your account before the next billing date if you do not want to be charged automatically. uShuttl may at any time terminate your use of the Services or cancel any subscription(s) or your use of any subscription or license for cause, which includes the issuance of chargeback for amounts rightfully owed by an account holder. Except as set forth above or unless uShuttl has previously canceled or terminated your use of the Services (in which case subsequent notice by uShuttl shall not be required), uShuttl will notify you via email of any such termination or cancellation, which shall be effective immediately. Upon cancellation of any subscription or termination or expiration of this Agreement for any reason, (i) you shall remain liable for any amount due for subscriptions already delivered through the date such cancellation or termination takes effect, and (ii) the "Prohibited Uses" and each section of these Terms thereafter shall survive expiration or termination.
14. Representations and Warranties
You represent and warrant that all of the information provided by you to uShuttl to use the Services is correct and current and that that you have not falsely identified yourself nor provided any false information to gain access to the Services and that your billing information is correct.
You agree to indemnify, defend and hold uShuttl, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g., all relevant Partner(s), licensors, licensees, consultants and contractors) ("Indemnified Person(s)") harmless from and against any third party claim, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of your use of the Services and/or your breach of any of these Terms. You acknowledge and agree that each Indemnified Person has the right to assert and enforce its rights under this Section directly on its own behalf as a third party beneficiary.
You will be responsible for all reasonable expenses (including attorneys' fees) incurred by uShuttl in collecting unpaid amounts under these Terms. These Terms shall be governed by the laws of the State of New York, except for its conflicts of laws principles. Any dispute or claim arising out of or in connection with these Terms shall be adjudicated in New York County, New York. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and any non-uShuttl purchase order, invoice or other document relating to the subject matter hereof and any additional terms contained therein shall be null and void. Each party hereto is duly authorized to enter into and agree to these Terms and perform its obligations hereunder. Any modifications to these Terms must be made in a writing approved by uShuttl and executed by both parties. Unless otherwise expressly set forth herein, any notices shall be sent to (a) in the case of uShuttl: 353 Lexington Avenue, Suite 600, New York, NY 10016, USA and (b) in your case, to the address then on record with uShuttl for your account. Notice shall be given via (x) confirmed electronic mail, with a copy sent via first class or airmail; or (y) overnight courier, and such notice shall be deemed given upon receipt. The waiver of any breach or default of these Terms will not constitute a waiver of any subsequent breach or default. If any provision herein is held unenforceable, then such provision will be modified to reflect the parties' intention, and the remaining provisions of these Terms will remain in full force and effect. Customer may not resell, assign, or transfer any of its rights hereunder. Any such attempt may result in termination of these Terms, without liability to uShuttl. This Agreement shall be construed as if both parties jointly wrote it.