This web page is a legal document ("AGREEMENT") between you ("THE SUBSCRIBER") and Ultri Group LLC. ("COMPANY"). This Agreement states the terms and conditions under which you may use the JetFans.US web site. Please read this agreement carefully before accessing and using the JetFans.US web site. By using and accessing the JetFans.US web site you indicate that you have read and understand this Agreement and agree to be bound by this agreement. If you do not accept this Agreement, do not access and use the JetFans.US web site. The Company may revise this agreement at any time without notice by updating this Agreement. You should visit this web page periodically to review the agreement.
These Terms and Conditions ("Agreement") are made as of the Effective Date by and between Ultri Group LLC., residing in Madison, WI with offices located at 403 1/2 E Main St Watertown 53094, ("Company") and the Subscriber, as defined hereunder.
WHEREAS, Company has developed and owns JetFans.US (as defined hereinafter) for use and access by Subscriber via the Internet; and
WHEREAS, Subscriber desires to access and use JetFans.US in accordance with the terms and provisions of this Agreement
NOW, THEREFORE, in consideration of the mutual benefits of the covenants and restrictions herein contained, Subscriber and Corporation hereby agree as follows:
The above recitals and identification of parties are true and correct.
The following definitions shall apply:
Company hereby grants Subscriber a non-exclusive, non-transferable and revocable license to access JetFans.US, during the Term, solely for viewing, browsing, retrieving, uploading and posting information, and ordering products on or through JetFans.US, subject to the terms and provisions of this Agreement.
During the Term, Subscriber shall comply with the Policy Statement. Company may modify the Policy Statement from time to time at the exclusive discretion of Company.
Subscriber hereby accepts responsibility for, and shall be liable for, all access to JetFans.US in connection with the Password. Subscriber shall be responsible for the confidentiality of the Password. Modification of the Password shall be subject to the approval of Company.
Subscriber shall prevent Unauthorized Users from accessing JetFans.US. Subscriber shall prevent Unauthorized Access to JetFans.US.
Company may cancel the Password, for convenience and in the exclusive discretion of Company, upon providing written notice of such cancellation to Subscriber in accordance with Section 5.06 of this Agreement. Subscriber may cancel the Password, for convenience and in the exclusive discretion of Subscriber, upon providing written notice of such cancellation to Subscriber in accordance with Section 5.07 of this Agreement. Upon cancellation of the Password, Subscriber shall immediately cease and desist any and all access to and attempts to access JetFans.US.
Title to JetFans.US (excluding Licensed Content), including ownership rights to any and all patents, copyrights, trademarks and trade secrets in connection therewith shall be the exclusive property of Company
Subscriber shall not copy or download JetFans.US without the prior written consent of Company. Subscriber shall not access, modify, reverse engineer, reproduce, display, perform or distribute, including (without limitation) by framing or similar means, JetFans.US without the prior written consent of Company. Subscriber shall not (directly or indirectly) promote, advertise, market or provide any Web Site similar to or competitive with JetFans.US.
Corporation shall retain all rights, title and ownership interests in the Company Marks and goodwill associated therewith. Subscriber acknowledges that, excepting the Company Marks, all other product, service and company names mentioned in JetFans.US may be trademarks of their respective owners.
Subscriber shall hold Company Technology in strict confidence and shall not access or disclose Company Technology except as otherwise permitted under this Agreement. Subscriber hereby acknowledges and agrees that the Company Technology derives independent economic value (actual or potential) from not being generally known to other persons who can obtain economic value from its disclosure or use and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use; is the subject of reasonable efforts under the circumstances to maintain its secrecy; and is a trade secret as defined under the Restatements.
Subscriber shall not contest or aid in contesting the ownership or validity of the copyrights, trademarks, service marks and trade secrets (as applicable) of Corporation in connection with JetFans.US.
Any Technology (except the Password and ordering information) uploaded, posted or submitted by Subscriber on JetFans.US shall be deemed non-confidential. Subscriber hereby grants Company an irrevocable, worldwide, perpetual, nonexclusive license to access, use, reproduce, modify, adapt, release, perform, display, distribute, sell and disclose such Technology, in whole or in part, in any manner and for any purpose whatsoever, and to have and authorize others to do so. Subscriber represents and warrants that Subscriber possesses all necessary rights, title and interests to rightfully grant Company the foregoing license, free and clear of any encumbrances, third party interests and restrictions. Subscriber also represents and warrants that all information provided by Subscriber in connection with JetFans.US and this Agreement is true, complete and accurate.
Subscriber hereby acknowledges and agrees that Company (including officers, employees, agents, directors and independent contractors of Coompany has not made or granted to Subscriber any express warranties concerning JetFans.US or any products and services offered through JetFans.US. Subscriber hereby acknowledges that JetFans.US does not constitute grant of an express warranty concerning any products and services offered through JetFans.US and Subscriber hereby waives any and all claims of warranty based on JetFans.US.
JETFANS.US IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. COMPANY, TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY DISCLAIMS AND SUBSCRIBER HEREBY WAIVES ALL WARRANTIES BY COMPANY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS IN CONNECTION WITH THE JETFANS.US AND PRODUCTS AND SERVICES OFFERED THROUGH THE JETFANS.US. COMPANY DOES NOT WARRANT AND SUBSCRIBER HEREBY WAIVES ANY WARRANTY THAT USE OF OR ACCESS TO THE JETFANS.US BY SUBSCRIBER WILL BE UNINTERRUPTED OR ERROR FREE. COMPANY DOES NOT MAKE ANY WARRANTY AND SUBSCRIBER HEREBY WAIVES ANY AND ALL WARRANTIES AS TO THE RESULTS OBTAINED FROM USE OF JETFANS.US OR AS TO THE ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY OF JETFANS.US. SUBSCRIBER HEREBY ACKNOWLEDGES AND AGREES THAT USE OF THE INTERNET AND JETFANS.US SHALL BE AT THE SOLE AND EXCLUSIVE RISK OF SUBSCRIBER AND SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS, RULES, REGULATIONS, POLICIES, APPLICABLE LAWS AND CODES OF CONDUCT GOVERNING THE INTERNET AND JETFANS.US.
Subscriber hereby acknowledges that JetFans.US may contain errors, inaccuracies and omissions. Subscriber shall assume any and all risk of loss, harm or damage associated with Subscriber access to and use of JetFans.US.
Corporation shall not be liable for any lost profits or consequential, exemplary, incidental or punitive damages (including, without
limitation, in connection with
(i) use, performance or operation of the [Name of Software];
(ii) use, performance or operation of the Internet
or use of the Internet by Subscriber;
(iii) loss of data; AND
(IV) PRODUCTS AND SERVICES OFFERED THROUGH THE JETFANS.US),
regardless of the form of action, whether in contract or in tort, including negligence, AND regardless of whether Company has been advised
of the possibility of such damages in advance or whether such damages are reasonably foreseeable.
The sole remedy of subscriber for any reason and for any cause of action whatsoever in connection with this agreement, JetFans.US, and products and services offered through JetFans.US, regardless of the form of action, whether in contract or in tort, including negligence, shall be modification of JetFans.US, as determined by Company.
Subscriber shall release, defend, indemnify and hold harmless Company (including its officers, directors, employees, affiliates, contractors
and agents) from and against any expense, loss, cost or liability (including, without limitation, attorney fees and paralegal fees) arising from
any and all claims, demands, damages or actions resulting from or related to
(i) use by Subscriber of the Internet, JetFans.US or products or
services offered through JetFans.US (including, without limitation, any claims for breach of warranty, loss of data, libel, slander, invasion
of privacy or false advertising);
(ii) performance of JetFans.US;
(iii) Subscriber's negligence or any tortious acts (or failures to act)
of Subscriber;
(iv) products or services offered through JetFans.US; and
(v) any breach by Subscriber of the obligations of Subscriber under this Agreement.
Subscriber shall not perform any act in conflict with or in violation of the export laws and regulations of the United States of America, including (without limitation) the Export Administration Act, 50 U.S.C. §2401, et seq., the Export Administration Regulations, 15 C.F.R. Parts 730-774, the Arms Export Control Act, 22 U.S.C. §2751, and the International Traffic in Arms Regulations, 22 C.F.R. Parts 120-130, as amended.
Subscriber hereby acknowledges that JetFans.US may contain Links to third party Web Sites. Any such Links are provided solely as a convenience to Subscriber and do not constitute an endorsement by Company of such Web Sites and the third party content therein.
This Agreement contains the entire understanding of the parties relating to the subject matter hereof and supersedes all previous verbal and written agreements between Company and Subscriber relating to the subject matter hereof.
Excepting modifications made to the Policy Statement by Company and modifications made to this Agreement by Company, any alteration, modification or amendment of this Agreement shall be void unless such alteration, modification or amendment is in writing and signed by an authorized representative of Company.
If a provision of this Agreement is rendered invalid, the remaining provisions shall remain in full force and effect.
Subscriber shall hold Company Technology in strict confidence and shall not access or disclose Company Technology except as otherwise permitted under this Agreement. Subscriber hereby acknowledges and agrees that the Company Technology derives independent economic value (actual or potential) from not being generally known to other persons who can obtain economic value from its disclosure or use and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use; is the subject of reasonable efforts under the circumstances to maintain its secrecy; and is a trade secret as defined under the Restatements.
This Agreement shall be governed by the laws of Madison, WI, without regard to any rules of conflict or choice of laws which may require the application of laws of another state, and venue shall be Madison, WI.
All notices to Subscriber shall be in writing. Notices to Subscriber shall be deemed delivered when posted conspicuously on JetFans.US or when delivered to Subscriber electronically, by commercial overnight delivery service, by Certified or Registered Mail - Return Receipt Requested - or by hand. Notices to Subscriber shall be deemed given when dispatched. Notices posted conspicuously on JetFans.US or delivered to Subscriber electronically (including, without limitation, electronic mail) shall be deemed written notices.
All notices to Company shall be in writing. Notices to Company shall be deemed delivered when delivered by commercial overnight delivery service, Certified or Registered Mail - Return Receipt Requested - or by hand to the address set forth below for Corporation. Notices to Company shall be deemed given on the date notice is received by Company (as evidenced in the case of Certified or Registered Mail by Return Receipt).
Corporation Address:
Ultri Group LLC.
403 1/2 E Main St
Watertown WI 53094
Pronouns and nouns shall refer to the masculine, feminine, singular or plural as the context shall require.
All remedies under this Agreement are in addition to equitable remedies and remedies provided by law and are cumulative. The parties hereby acknowledge and agree that damages at law will be an inadequate remedy to Company In addition to remedies at law and other rights which may be available, Corporation shall have the right of specific performance, injunction or other equitable remedy (including, without limitation, the right to such equitable remedies prior to or pending arbitration) in the event of a breach or threatened breach of this Agreement by Subscriber.
Waiver of a breach of this Agreement shall not constitute a waiver of any other breach. Failure to enforce any provision of this Agreement shall not constitute a waiver or create an estoppel from enforcing such provision. Any waiver of a provision of this Agreement shall not be binding unless such waiver is in writing and signed by the waiving party.
The terms and provisions of Sections 2.04 and 2.05 and Articles I, III, IV and V of this Agreement shall survive cancellation of the Password.
All public announcements concerning JetFans.US or the relationship of Subscriber and Company shall be subject to the prior written approval of Company.
Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by arbitration in accordance with the Arbitration Rules of MyTechnologyLawyer.com in Madison, WI. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Qualified Arbitrators shall be selected by the parties in accordance with the Arbitration Rules of MyTechnologyLawyer.com. Each party shall have the right of discovery as set forth in the Federal Rules of Civil Procedure. The Arbitration shall be administered by MyTechnologyLawyer.com.
In the event of litigation or arbitration arising out of or relating to this Agreement, each party shall pay its own costs and expenses of litigation or arbitration (excluding fees and expenses of arbitrators and administrative fees and expenses of arbitration).