The term “Spam” refers to unwanted e-mail containing commercial information sent to the specified recipient, which was not solicited by him or did not agree to receive it. It is known as:
utobo.com considers customers privacy as an important concern and care by all means that the important and crucial information is kept confidential at all levels. By providing information to us and/or using this Site, you agree to the terms and conditions of this Policy. If you do not agree to the terms and conditions of this Policy, please do not provide any information to us or use this Site. We reserve the right to change this Policy.
We collect information that you provide us in submission forms such as your name, organization name, telephone number, e-mail address, and other information you may provide on a job application like your work history, when you voluntarily provide it to us.
We may use information for the purpose for which it was provided such as services and product enquiry or job applications.
We may share your information to our third party service providers who provide services on our behalf such as website hosting, IT services, customer service, email delivery services, and other similar services to enable us to provide services to the users of the website.
Security: Unfortunately, no data transmission over the Internet or data storage system can be guaranteed to be 100% secure. We keep information as long as it is necessary or relevant for the practices described in this Policy. We use necessary security measures and service levels mandated by law to protect and keep the information of the users shared with us secured from any data breaches.
In case of any grievances with the website or the policies, you may contact [email@example.com, +14157078933]
LAST REVISION: 21.01.2021
PLEASE READ THIS TERMS OF SERVICE AGREEMENT CAREFULLY. BY USING THIS WEBSITE OR ORDERING PRODUCTS FROM THIS WEBSITE YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.
This Terms of Service Agreement (the "Agreement") governs your use of this website, utobo.com (the "Website"), Utobo Inc ("Utobo Inc") offer of products for purchase on this Website, or your purchase of products available on this Website. This Agreement includes, and incorporates by this reference, the policies and guidelines referenced below.
Utobo Inc reserves the right to change or revise the terms and conditions of this Agreement at any time by posting any changes or a revised Agreement on this Website. Utobo Inc will alert you that changes or revisions have been made by indicating on the top of this Agreement the date it was last revised. The changed or revised Agreement will be effective immediately after it is posted on this Website.
Your use of the Website following the posting any such changes or of a revised Agreement will constitute your acceptance of any such changes or revisions. Utobo Inc encourages you to review this Agreement whenever you visit the Website to make sure that you understand the terms and conditions governing use of the Website. This Agreement does not alter in any way the terms or conditions of any other written agreement you may have with Utobo Inc for other products or services. If you do not agree to this Agreement (including any referenced policies or guidelines), please immediately terminate your use of the Website. If you would like to print this Agreement, please click the print button on your browser toolbar.
1. PRODUCTS Terms of Offer. This Website offers for sale certain products (the "Products"). By placing an order for Products through this Website, you agree to the terms set forth in this Agreement.
Customer Solicitation: Unless you notify our third party call center representatives or direct Utobo Inc sales reps, while they are calling you, of your desire to opt out from further direct company communications and solicitations, you are agreeing to continue to receive further emails and call solicitations Utobo Inc and its designated in house or third party call team(s).
2.Opt Out Procedure: We provide 3 easy ways to opt out of from future solicitations. 1. You may use the opt out link found in any email solicitation that you may receive. 2. You may also choose to opt out, via sending your email address to: opt-out email.3. You may send a written remove request to Company Address.
Proprietary Rights. Utobo Inc has proprietary rights and trade secrets in the Products. You may not copy, reproduce, resell or redistribute any Product manufactured and/or distributed by Utobo Inc. Utobo Inc also has rights to all trademarks and trade dress and specific layouts of this webpage, including calls to action, text placement, images and other information.
Sales Tax. If you purchase any Products, you will be responsible for paying any applicable sales tax
Content; Intellectual Property; Third Party Links. In addition to making Products available, this Website also offers information and marketing materials. This Website also offers information, both directly and through indirect links to third-party websites, about nutritional and dietary supplements. Utobo Inc does not always create the information offered on this Website; instead the information is often gathered from other sources. To the extent that Utobo Inc does create the content on this Website, such content is protected by intellectual property laws of the USA, foreign nations, and international bodies. Unauthorized use of the material may violate copyright, trademark, and/or other laws. You acknowledge that your use of the content on this Website is for personal, noncommercial use. Any links to third-party websites are provided solely as a convenience to you. Utobo Inc does not endorse the contents on any such third-party websites. Utobo Inc is not responsible for the content of or any damage that may result from your access to or reliance on these third-party websites. If you link to third-party websites, you do so at your own risk.
Use of Website; Utobo Inc is not responsible for any damages resulting from use of this website by anyone. You will not use the Website for illegal purposes. You are eligible to use the website of Utobo Inc as per the applicable law and will (1) abide by all applicable local, state, national, and international laws and regulations in your use of the Website (including laws regarding intellectual property), (2) not interfere with or disrupt the use and enjoyment of the Website by other users, (3) not resell material you may not decompile, reverse engineer, or disassemble the content on the Website, (4) not engage, directly or indirectly, in transmission of "spam", chain letters, junk mail or any other type of unsolicited communication, and (5) not defame, harass, abuse, or disrupt other users of theWebsite and (6) you may not modify any content of the Website, including but not limited to, any public display, description, performance, sale, rental, pricing of the Product.
License. By using this Website, you are granted a limited, non-exclusive, non-transferable right to use the content and materials on the Website in connection with your personal, non-commercial, use of the Website. You may not copy, reproduce, transmit, distribute, or create derivative works of such content or information without express written authorization from Utobo Inc or the applicable third party (if third party content is at issue).
Posting. By posting, storing, or transmitting any content on the Website, you hereby grant Utobo Inc a perpetual, worldwide, non-exclusive, royalty-free, assignable, right and license to use, copy, display, perform, create derivative works from, distribute, have distributed, transmit and assign such content in any form, in all media now known or hereinafter created, anywhere in the world. Utobo Inc does not have the ability to control the nature of the user-generated content offered through the Website. You are solely responsible for your interactions with other users of the Website and any content you post. Utobo Inc is not liable for any damage or harm resulting from any posts by or interactions between users. Utobo Inc reserves the right, but has no obligation, to monitor interactions between and among users of the Website and applications and to remove any content Utobo Inc deems objectionable, is in company’s sole discretion.
3.DISCLAIMER OF WARRANTIES
YOUR USE OF THIS WEBSITE AND/OR PRODUCTS ARE AT YOUR SOLE RISK. THE WEBSITE AND PRODUCTS ARE OFFERED ON AN "AS IS" AND "AS AVAILABLE" BASIS. Utobo Inc EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE PRODUCTS OR WEBSITE CONTENT, OR ANY RELIANCE UPON OR USE OF THE WEBSITE CONTENT OR PRODUCTS. ("PRODUCTS" INCLUDE TRIAL PRODUCTS. FURTHER, UTOBO INC DOES NOT WARRANT THAT THE WEBSITE AND PRODUCTS SHALL BE UNINTERRUPTED OR ERROR FREE. FURTHER, UTOBO INC IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR ANY OTHER LOSS OR DAMAGE RESULTING EXCLUSIVELY FROM THE TRANSFER OF DATA OVER COMMUNICATIONS NETWORKS AND FACILITIES NOT PROVIDED BY UTOBO INC OR UNDER UTOBO INC'S RESPONSIBILITY INCLUDING WHEN APPLICABLE THE INTERNET, AND YOU ACKNOWLEDGE THAT ACCESS TO THE WEBSITE AND PRODUCTS MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Utobo Inc MAKES NO WARRANTY:
THAT THE INFORMATION PROVIDED ON THIS WEBSITE IS ACCURATE, RELIABLE, COMPLETE, OR TIMELY.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THIS WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PRODUCTS OR THAT DEFECTS IN PRODUCTS WILL BE CORRECTED. REGARDING ANY PRODUCTS PURCHASED OR OBTAINED THROUGH THE WEBSITE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
4.LIMITATION OF LIABILITY
Utobo Inc ENTIRE LIABILITY, AND YOUR EXCLUSIVE REMEDY, IN LAW, IN EQUITY, OR OTHWERWISE, WITH RESPECT TO THE WEBSITE CONTENT AND PRODUCTS AND/OR FOR ANY BREACH OF THIS AGREEMENT IS SOLELY LIMITED TO THE AMOUNT YOU PAID, LESS SHIPPING AND HANDLING, FOR PRODUCTS PURCHASED VIA THE WEBSITE.
Utobo Inc WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT OR THE PRODUCTS IN ANY MANNER, INCLUDING LIABILITIES RESULTING FROM (1) THE USE OR THE INABILITY TO USE THE WEBSITE CONTENT OR PRODUCTS; (2) THE COST OF PROCURING SUBSTITUTE PRODUCTS OR CONTENT; (3) ANY PRODUCTS PURCHASED OR OBTAINED OR TRANSACTIONS ENTERED INTO THROUGH THE WEBSITE; OR (4) ANY LOST PROFITS YOU ALLEGE.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
5.INDEMNIFICATION You will release, indemnify, defend and hold harmless Utobo Inc, and any of its contractors, agents, employees, officers, directors, shareholders, affiliates and assigns from all liabilities, claims, damages, costs and expenses, including reasonable attorneys' fees and expenses, of third parties relating to or arising out of (1) this Agreement or the breach of your warranties, representations and obligations under this Agreement; (2) the Website content or your use of the Website content; (3) the Products or your use of the Products (including Trial Products); (4) any intellectual property or other proprietary right of any person or entity; (5) your violation of any provision of this Agreement; or (6) any information or data you supplied to Utobo Inc. When Utobo Inc is threatened with suit or sued by a third party, Utobo Inc may seek written assurances from you concerning your promise to indemnify Utobo Inc; your failure to provide such assurances may be considered by Utobo Inc to be a material breach of this Agreement. Utobo Inc will have the right to participate in any defense by you of a third-party claim related to your use of any of the Website content or Products, with counsel of Utobo Inc choice at its expense. Utobo Inc will reasonably cooperate in any defense by you of a third-party claim at your request and expense. You will have sole responsibility to defend Utobo Inc against any claim, but you must receive Utobo Inc prior written consent regarding any related settlement. The terms of this provision will survive any termination or cancellation of this Agreement or your use of the Website or Products.
7.AGREEMENT TO BE BOUND By using this Website or ordering Products, you acknowledge that you have read and agree to be bound by this Agreement and all terms and conditions on this Website.
8.GENERAL Force Majeure. Utobo Inc will not be deemed in default hereunder or held responsible for any cessation, interruption or delay in the performance of its obligations hereunder due to earthquake, flood, fire, storm, natural disaster, act of God, war, terrorism, armed conflict, labor strike, lockout, or boycott.
Cessation of Operation. Utobo Inc may at any time, in its sole discretion and without advance notice to you, cease operation of the Website and distribution of the Products.
Entire Agreement. This Agreement comprises the entire agreement between you and Utobo Inc and supersedes any prior agreements pertaining to the subject matter contained herein.
Effect of Waiver. The failure of Utobo Inc to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.
Governing Law; Jurisdiction. This Website originates from the Delaware USA. This Agreement will be governed by the laws of the State of Delaware,USA. without regard to its conflict of law principles to the contrary. Neither you nor Utobo Inc will commence or prosecute any suit, proceeding or claim to enforce the provisions of this Agreement, to recover damages for breach of or default of this Agreement, or otherwise arising under or by reason of this Agreement, other than in courts located in State of Delaware,USA. By using this Website or ordering Products, you consent to the jurisdiction and venue of such courts in connection with any action, suit, proceeding or claim arising under or by reason of this Agreement. You hereby waive any right to trial by jury arising out of this Agreement and any related documents.
Statute of Limitation. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Website or Products or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Waiver of Class Action Rights. BY ENTERING INTO THIS AGREEMENT, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO JOIN CLAIMS WITH THOSE OF OTHER IN THE FORM OF A CLASS ACTION OR SIMILAR PROCEDURAL DEVICE. ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTION WITH THIS AGREEMENT MUST BE ASSERTED INDIVIDUALLY.
Termination. Utobo Inc reserves the right to terminate your access to the Website if it reasonably believes, in its sole discretion, that you have breached any of the terms and conditions of this Agreement. Following termination, you will not be permitted to use the Website and Utobo Inc may, in its sole discretion and without advance notice to you, cancel any outstanding orders for Products. If your access to the Website is terminated, Utobo Inc reserves the right to exercise whatever means it deems necessary to prevent unauthorized access of the Website. This Agreement will survive indefinitely unless and until Utobo Inc chooses, in its sole discretion and without advance to you, to terminate it.
Assignment. You may not assign your rights and obligations under this Agreement to anyone. Utobo Inc may assign its rights and obligations under this Agreement in its sole discretion and without advance notice to you.
BY USING THIS WEBSITE OR ORDERING PRODUCTS FROM THIS WEBSITE YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.
PLEASE READ THIS UTOBO END USER LICENSE AGREEMENT (THE “EULA“) CAREFULLY. THIS EULA IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AS AN INDIVIDUAL OR A SINGLE ENTITY) (“You“, “Your” or “Subscriber“) AND UTOBO (“utobo“) (PROVIDER OF THE UTOBO PLATFORM PROMOTED BY Utobo Inc), LOCATED AT 340 S LEMON AVE #9894 WALNUT, CA 91789, DELAWARE USA
1.Definitions. For purposes of this EULA, the following capitalized terms have the meanings set forth below. Other capitalized terms are defined in context.
1.Documentation. The term “Documentation” means the written, audio or visual (whether in print or electronic, as the case may be) technical descriptions of the utobo Software’s features and functionality that utobo may make available and update from time-to-time in its sole discretion.
2.utobo Platform.The term “utobo Platform” ” means the platform application that utobo makes available for use via the utobo Website to those users that have obtained a license from utobo pursuant to this EULA, and as such platform is further described in its documentation.
3.Effective Date. The term “Effective Date” means the date upon which You enter into this EULA by clicking the “I Accept” button or otherwise access or use the utobo Software.
4.Intellectual Property Rights. The term “Intellectual Property Rights” means any rights (whether owned or licensed) existing now or in the future under patent law, copyright law, trademark law, data and database protection law, trade secret law and any and all similar proprietary rights. The term Intellectual Property Rights means those rights as they exist as of the Effective Date, and all such rights subsequently acquired.
5.Order Terms. The term “Order Terms” means the order terms presented to You or during Your purchase of a license to the utobo Software via the utobo Website, and that specify the applicable fees, the subscription period for Your license and other payment terms.
7.Output Code. The term “Output Code” means the computer code meeting the following three criteria, the computer code: (i) is generated by the utobo Software; (ii) comprises the Subscriber Application; and (iii) is made available to You via the utobo Software.
8.Party or Parties. The term “Party” or “Parties” means: (i) utobo; (ii) You; or (iii) utobo and You, as the context permits.
10.utobo Assets. The term “utobo Assets” means, collectively: (i) the utobo Software; (ii) Documentation; and (iii) the utobo Website.
11.utobo Website. The term “utobo Website” means the website operated by utobo and through which the utobo Software is available to those who have entered into this EULA.
12.Source Code. The term “Source Code” means computer programs, instructions and related material written in a human-readable source language in a form capable of serving as the input to a compiler or assembler program, and in form capable of being modified, supported and enhanced by programmers reasonably familiar with the source language.
13.Subscriber Application. The term “Subscriber Application” means the software application generated by the utobo Software based on the Subscriber Input. The term Subscriber Application expressly excludes the utobo Software and expressly includes the related Output Code.
14.Subscriber Assets. The term “Subscriber Assets” means, collectively: (i) the Subscriber Application; (ii) Subscriber Application Modifications; (iii) Subscriber Input; and (iv) Contributions.
15.Subscriber Application Modifications. The term “Subscriber Application Modifications” means any modification to the Subscriber Application made by or at the direction of You.
16.Subscriber Input. The term “Subscriber Input” means the data, information or other materials that You provide to utobo via the utobo Software’s functionality.
2.Grant of Rights to You.
1.Non-Exclusive Rights in utobo Platform.. Subject to the terms and conditions of this EULA, utobo, under its Intellectual Property Rights, hereby grants to You during the Subscription Term a limited, non-exclusive, non-transferrable and non-sub licensable license to access the utobo Platform as it is made available to You by utobo via the utobo Website using the provided Subscriber Credentials in order to use the utobo Platform as permitted by its functionality for the sole purpose of generating Subscriber Applications.
2.Restrictions. You agree that You shall not: (i) sell, rent, lease, sublicense, transfer, modify, create derivative works of or redistribute the utobo Platform; (ii) except as expressly permitted pursuant to Section 2.1.1 (Non-Exclusive Right in utobo Platform), otherwise use or exploit the utobo Platform; (iii) alter or remove any copyright, patent, trademark or other protective notices included with the utobo Platform; (iv) reverse engineer, decompile or disassemble the utobo Platform or otherwise attempt to derive any related Source Code; or (v) allow any third party to access or otherwise use the utobo Platform (either with or without Your Subscriber Credentials).
3.Subscriber Credentials. The term “Subscriber Credentials” means the identifiers (such as an email address and password) that are used to authenticate you in order to provide you with the appropriate level of access to the utobo Platform. utobo relies on Your Subscriber Credentials to verify your identity in order to provide you with access to the utobo Platform via the utobo Website. Accordingly, You agree that: (i) You shall: (1) not share Your Subscriber Credentials with any third party; (ii) immediately notify utobo if the security, confidentiality or integrity of Your Subscriber Credentials have been compromised; and (iii) You are: (a) solely responsible for generating Your Subscriber Credentials through the utobo Website; (b) solely responsible for maintaining the confidentiality of Your Subscriber Credentials; and (c) solely liable for any and all use of the utobo Platform that occurs as a result of access to it via Your Subscriber Credentials.
2.Documentation. Subject to the terms and conditions of this EULA, utobo, under its Intellectual Property Rights, hereby grants to You during the Subscription Term a limited, non-exclusive, non-transferrable and non-sublicensable license to use, copy, modify, perform, display, distribute and otherwise exploit the Documentation, but solely for Your internal business purposes and otherwise in connection with Your access to and use of the utobo Software pursuant to this EULA.
3.No Implied Rights. Nothing in this EULA shall be construed as granting You any rights other than those expressly provided herein. Any rights granted to You under this EULA must be expressly provided herein, and there shall be no implied rights pursuant to this EULA, based on any course of conduct or other construction or interpretation thereof. All rights and licenses not expressly granted to You herein are expressly reserved by utobo.
3.Grant of Rights to utobo.
1.Subscriber Input. Subject to the terms and conditions of this EULA, You, under Your Intellectual Property Rights, hereby grant to utobo during the Subscription Term a limited, non-exclusive, worldwide, royalty-free, fully paid-up, sublicensable and transferable license to use and exploit Subscriber Input for all purposes contemplated under this EULA, the Documentation and the utobo Software’s functionality. By way of clarification, and not limitation, utobo shall have the right to modify Your Subscriber Input for the purpose of developing the Subscriber Application.
2.Contributions. Subject to the terms and conditions of this EULA, You, under Your Intellectual Property Rights, hereby grant to utobo a non-exclusive, perpetual, worldwide, irrevocable, royalty-free, fully paid-up, sublicensable and transferrable license to use and exploit Your suggestions, recommendations or ideas relating to the utobo Assets (collectively, the “Contributions“) for any and all purposes and for as long as utobo sees fit. By way of clarification, and not limitation, You agree that (i) You have no expectation of review, compensation or other consideration for utobo’s use and exploitation of the Contributions, and (ii) utobo is free to use and exploit the Contributions in utobo’s discretion and without compensation or other obligation to You.
3.License to Use Subscriber Assets for Publicity. Subject to the terms and conditions of this EULA, You, under Your Intellectual Property Rights, hereby grant to utobo a limited, non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to use and exploit Subscriber Assets for utobo’s promotional or marketing efforts. You hereby consent to the inclusion of Your name and logos in materials that utobo may publish as part of such promotional and marketing efforts.
1.Ownership of utobo Assets. You agree that, as between You and utobo, and subject to the grant of rights to You set out in Section 2 (Grant of Rights to You), utobo is the sole and exclusive owner of all of the right, title and interest in and to the utobo Assets (and all associated Intellectual Property Rights).
2.Ownership of Subscriber Application. . Subject to the terms and conditions of this EULA, utobo agrees that, as between You and utobo, You are the sole and exclusive owner of all of the right, title and interest in and to the Subscriber Application (Excluding Output Code) generated by the utobo Platform using Your Subscriber Input. By way of clarification, and not limitation, nothing in this EULA is intended or shall otherwise be construed as a representation, warranty or other commitment by utobo regarding your ownership interest in or to the Subscriber Application relative to any third party, including other utobo Platform users.
3.Ownership of Subscriber Application Modifications, Subscriber Input and Contributions. utobo agrees that, as between you and utobo, and subject to the grant of rights to utobo set out in Section 3 (Grant of Rights to utobo), you are the sole and exclusive owner of all of the right, title and interest in and to the Subscriber Application Modifications, Subscriber Input and Contributions (and all associated Intellectual Property Rights). By way of clarification, and not limitation, nothing in this EULA is intended or shall otherwise be construed as a representation, warranty or other commitment by utobo regarding your ownership interest in or to the Subscriber Application Modifications, Subscriber Input and Contributions relative to any third party, including other utobo Platform users.
5.Similar Uses. You agree that (i) the utobo Platform generates platform applications based on user-provided input and that users (other than You) may provide input that is the same as, or substantially similar to, Your Subscriber Input (the “Similar Input“), and (ii) based on the Similar Input provided by other users, the utobo Platform may generate a platform application (including Output Code) that is the same as, or substantially similar to, Your Subscriber Application (each, a “Similar Application“). Notwithstanding anything to the contrary, You agree that You shall not challenge, threaten to challenge, sue, threaten sue or otherwise take any action against (or encourage or assist any third party) utobo based on any Similar Input or Similar Application, or the utobo Platform’s functionality, and (b) contractually ensure that any third party that You provide any right, title or interest in and to Your Subscriber Input or Subscriber Application agrees to not to challenge, threaten to challenge, sue, threaten sue or otherwise take any action against (or encourage or assist any third party) utobo based on any Similar Input or Similar Application, or the utobo Platform’s functionality.
6.Subscription. Subject to the terms and conditions of this EULA, You may generate multiple Subscriber Applications using your access to the utobo Platform; provided, however, that each Subscriber Application You generate shall be considered a separate project (each, a “Project”). You may access the utobo Platform to work on a Project for free (each, a “Free Project”) or by a paid subscription (each, a “Premium Project”) based on the Order Terms.
1.Free Project.With respect to a Free Project, You may only access and use basic functionalities and features (collectively, the “Basic Feature”) of the utobo Platform. For example, your access in connection with Free Project does not include the ability to download the source code of the Subscriber Application. utobo reserves the right, in its sole discretion, without prior notice or liability, to add, remove, or otherwise modify any Basic Feature in connection with a Free Project.
2.Premium Project.With respect to a Premium Project, You may access and use premium functionalities and features (collectively, the “Premium Features”) of the utobo Platform, in addition to Basic Features listed in plans and pricing as Standard, Premium and Ultimate For example, Your access in connection with a Premium Plan includes: additional features and functions that utobo may add or remove from time-to-time in its sole discretion. Deployment services are subject to meeting basic app requirements as established by Google and Apple.
3.Branding. For each Project, We may offer you the ability to download a compiled version of the applicable Subscriber Application in an IPA and/or an APK file formats (each, a “Compiled App”). If You generate a Subscriber Application based on a Free Project, the applicable Compiled App will include a utobo-branded splash screen (the “Branding”) that You must not remove from the Compiled App. If You generate a Subscriber Application based on a Premium Project, You may download a Compiled App without the Branding.
4.Free Trials. utobo may offer You to upgrade a Free Project to a Premium Project for a limited duration of time (each, a “Free Trial”). Upon the expiration of the Free Trial, Your access to Premium Features shall immediately end for the applicable Project. utobo reserves the right, in its sole discretion, without prior notice or liability, to withdraw or modify a Free Trial at any time and for any reason.
7.Support Services During the Subscription Term, utobo shall use commercially reasonable efforts to make the utobo Platform available to You without significant interruption or material deviations of the utobo Platform from its applicable Documentation (each, an “Error“). If the utobo Platform experiences material Errors that are not due to scheduled or intended downtime or as a result of events beyond utobo’ s control, utobo shall use commercially reasonable efforts to restore the intended functionality. You may contact utobo technical support during its operating business hours to report Errors. In addition to taking reasonable steps that utobo deems appropriate in response to reproducible Errors that utobo determines to be commensurate with the severity of the Error, utobo may also provide you with information regarding the availability of the utobo Platform.
8.Custom Services. If you desire utobo to develop platform, computer code or other services not available through the utobo Platform (the “Custom Services“), you may present a written request to utobo at firstname.lastname@example.org outlining such work. The Parties shall then negotiate in good faith a written statement of work that includes a detailed description of the Custom Services, an estimated delivery schedule and associated fees. If both Parties agree to the statement of work, they shall enter into a separate agreement relating to the Custom Services.
9.Monitoring. You agree that utobo may monitor and audit your use of the utobo Platform to confirm your compliance with this EULA and for utobo’ s other business purposes, including analysing and improving the utobo Platform.
10. Payment Terms; Taxes. You shall pay the fees in accordance with the payment terms included in the Order Terms. All fees are exclusive of all applicable taxes and You agree to pay all taxes (including, but not limited to, sales, use, excise and value-added taxes), tariffs, duties, customs fees or similar charges imposed or levied on utobo or You arising out of this EULA, except for taxes on utobo’s net income.
11. Your Representations and Warranties. You represent and warrant to utobo that: (i) the Subscriber Assets do not and shall not infringe the Intellectual Property Rights of a third party; (ii) You shall not upload any virus or malicious code to the utobo Software or otherwise use the utobo Software to develop a virus or malicious code; (iii) You have the full power and authority to enter into this EULA and to carry out Your obligations under this EULA; and (iv) Your performance under this EULA does not violate any existing agreement between You and any other person or entity.
12. WARRANTY DISCLAIMER. utobo DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE utobo ASSETS and THE SUBSCRIBER APPLICATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. utobo DOES NOT REPRESENT OR WARRANT THAT THE utobo ASSETS OR SUBSCRIBER APPLICATIONS ARE ERROR FREE, WILL OPERATE IN AN UNINTERRUPTED MANNER, ARE COMPLETELY SECURE OR WILL INTEROPERATE WITH THIRD PARTY SOFTWARE OR SERVICES. The utobo ASSETS AND SUBSCRIBER APPLICATIONS ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS AND ARE SUBJECT TO CHANGE OR TERMINATION AT ANY TIME AND FOR ANY REASON WITHOUT NOTICE. The utobo ASSETS AND SUBSCRIBER APPLICATIONS ARE NOT DESIGNED OR MANUFACTURED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN The OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATIONS SYSTEMS, AIR TRAFFIC CONTROL, DIRECT LIFE SUPPORT SYSTEMS OR WEAPON OR COMBAT SYSTEMS, IN WHICH THEIR FAILURE COULD LEAD TO PERSONAL INJURY, DEATH OR PROPERTY OR ENVIRONMENTAL DAMAGE. utobo DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH USES.
13. Limit of Liability. IN NO EVENT SHALL utobo BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS OR OTHER ECONOMIC LOSS, EVEN IF utobo HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL utobo’S LIABILITY, IN THE AGGREGATE, EXCEED THE TOTAL AMOUNT OF PAYMENTS MADE TO utobo BY YOU OVER THE ONE YEAR PERIOD IMMEDIATELY PRECEDING THE CLAIM.
14.USA Government Terms and Conditions; Exportation. If you are the USA Government or any agency or instrumentality of the USA Government, the utobo Platform is commercial computer platform provided with RESTRICTED RIGHTS. Consistent with the above as applicable, Commercial Computer platform and Commercial Computer Documentation is licensed to USA government end users only as commercial items and only with those rights as are granted to all other end users under the terms and conditions set forth in this EULA. You agree not to use or otherwise export or re-export the utobo Platform except as authorized by USA law.
15. Your Indemnification. You shall defend, indemnify and hold utobo and its affiliates and their respective officers, directors, employees and agents harmless from and against any third party claim, action, suit or proceeding resulting from: (i) Your breach of Your representations and warranties set out in this EULA; (ii) any injury to persons caused by Your failure to exercise reasonable care or Your willful misconduct; (iii) any other breach of Your obligations under this EULA; (iv) Your use or exploitation of the utobo Assets and Subscriber Assets; and (v) utobo’s use of the Subscriber Assets. You shall indemnify utobo for all losses, damages, liabilities and all reasonable expenses and costs incurred by utobo in any such claim, action, suit or proceeding. utobo shall: (a) give You reasonable written notice of any claim, action, suit or proceeding for which utobo is seeking indemnification; (b) granting control of the defense and settlement to You; and (c) reasonably cooperate with You at Your expense. utobo is entitled to participate in any defense at its own expense with counsel of its own choosing.
16. Confidentiality. Confidential Information under this EULA shall consist of all non-public information disclosed by utobo, whether oral or in writing (including electronic transmission): (i) that is designated as “Confidential” or “Proprietary” by utobo at the time of disclosure or within a reasonable period thereafter; (ii) that concerns the customers, finances, methods, research, processes or procedures of utobo; or (iii) that by the nature of the circumstances surrounding disclosure, or the information itself, should in good faith be treated as confidential (collectively, the “Confidential Information“).
1. Non–Disclosure; Standard. You shall retain Confidential Information in strict confidence and shall not use such Confidential Information except for purposes permitted under this EULA. You shall be entitled to disclose Confidential Information on a need-to-know basis to Your employees, provided such employees are bound by non-disclosure and confidentiality obligations no less protective than those set out in this EULA. You shall use at least the same degree of care in safeguarding the Confidential Information as You use in safeguarding Your own confidential information, but shall not use less than reasonable care and diligence. You shall return or destroy all Confidential Information (including, but not limited to, all copies of the same) in Your possession or control immediately upon utobo’s request.
2. Exceptions. Your obligations with respect to Confidential Information shall not apply to Confidential Information which You can demonstrate: (i) is or becomes a matter of public knowledge through no fault of Yours; (ii) was or becomes available to You on a non-confidential basis from a third party, provided that such third party is not bound by an obligation of confidentiality to utobo with respect to such Confidential Information; (iii) was independently developed by You without reference to the Confidential Information; or (iv) is required to be disclosed by law, provided that utobo is promptly notified by You in order to provide utobo an opportunity to seek a protective order or other relief.
17. Term and Termination. earlier terminated pursuant to this Section 16 (Term and Termination), this EULA shall come into force and effect on the Effective Date and shall continue for the period selected by You pursuant to the Order Terms (the “Subscription Term“), and shall automatically renew under the same terms and conditions as further explained in the Order Terms. If either Party is in material breach of any obligation under this EULA, the non-breaching Party may terminate this EULA for cause upon written notice after first (i) providing the other Party with written notice of the breach (a “Notice of Breach“), and (ii) providing thereafter a thirty (30) day opportunity to cure beginning on the date of receipt by the alleged breaching Party of the Notice of Breach. You agree that, notwithstanding anything to the contrary, upon termination or expiration of this EULA for any reason, Your rights to the utobo Software and Documentation shall immediately terminate and You shall immediately stop accessing or otherwise using the utobo Software and Documentation. Unless the Company is required to retain the Documentation for a mandatory time period specified by provisions of applicable law, the Company, at its sole discretion, may immediately or within a reasonable period of time, delete all the Documentation.
18.Changes to the EULA. utobo may from time to time amend this EULA to further detail or describe reasonable restrictions on your use of the utobo Platform by publishing a revised version of the EULA at (https://utobo.com/utobo-terms.php). The revised EULA will become effective upon publishing.18.General. This EULA shall be governed and construed in all respects in accordance with the USA laws without regard to any conflict of laws principles. The exclusive venue and jurisdiction for any action or proceeding arising out of this EULA shall be the state and courts located in Delaware USA. The Parties accept the personal jurisdiction of such courts. This EULA is not assignable by you. utobo reserves the right to assign the rights and obligations under this EULA for any reason and in utobo’s sole discretion. utobo shall not be liable hereunder by reason of any failure or delay in the performance of its obligations due to any other cause which is beyond its reasonable control. Any provision of this EULA determined to be unenforceable or invalid by applicable law or court decision shall not render this EULA unenforceable or invalid as a whole and, in such event, such provision shall be changed and interpreted so as to best accomplish its objectives within the limits of applicable law or court decision. utobo’s failure to require Your performance of any obligation herein shall not affect the full right to require such performance at any time thereafter. utobo’s waiver of Your breach of any obligation under this EULA shall not be taken or held to be a waiver of the obligation itself or of any past or subsequent breaches of the same obligation. This EULA and the Other Agreements (which are incorporated into this EULA for all purposes), sets forth the entire understanding and agreement of the Parties and supersedes any and all oral or written agreements or understandings between the Parties as to the subject matter of this EULA. In the event of a conflict between this EULA and the Other Agreements, the conflict shall be resolved in favor of this EULA. Accept as otherwise set out in the Other Agreements, this EULA may be changed only by a writing signed by both Parties. Neither Party is relying on any warranties, representations, assurances or inducements not expressly set forth herein. In addition to any other right or obligation that by its nature is intended to survive any termination or expiration, the following Sections shall survive any termination or expiration of this EULA: (i) Section 3.2 (Contributions); (ii) Section 4 (Ownership); (iii) Section 12 (Limit of Liability); (iv) Section 14 (Your Indemnification); (v) Section 15 (Confidentiality); and (vi) Section 18 (General).
20.Support. If You have any queries regarding this EULA, you can contact us via: E-mail Address: email@example.com
Copyright and Legal Notice.Copyright © 2021 utobo.com or Utobo Inc All Rights Reserved. Last updated: Jan 21, 2021
As a tutor, you are contracting directly with Utobo Inc. (a Delaware corporation in the United States).
As a tutor, you are responsible for all content that you post, including course content, test series, polls, forums, SMS, email, quizzes, exercises, practice tests, answers, course landing page content, and announcements or any other content in all the formats ("Submitted Content").You represent and warrant that:
Unless otherwise agreed (including within our Promotions and marketplace Policy), you have the right to remove all or any portion of your Submitted Content from the Services at any time. Except as otherwise agreed, Utobo's right to sublicense the rights in this section will terminate with respect to new users 60 days after the Submitted Content's removal. However, (1) rights given to students before the Submitted Content's removal will continue in accordance with the terms of those licenses (including any grants of lifetime access) and (2) Utobo's right to use such Submitted Content for marketing purposes shall survive termination.
We may record all or any part of your Submitted Content for quality control and for delivering, marketing, promoting, demonstrating, or operating the Services. You grant Utobo permission to use your name, likeness, voice, and image in connection with offering, delivering, marketing, promoting, demonstrating, and selling the Services, your Submitted Content, or Utobo's content, and you waive any rights of privacy, publicity, or other rights of a similar nature, to the extent permissible under applicable law.
You agree to abide by Utobo's Trust & Safety policies, Restricted Topics policy, and other course quality standards or policies prescribed by Utobo from time to time. You should check these policies periodically to ensure that you comply with any updates to them. You understand that your use of the Services is subject to Utobo's approval, which we may grant or deny at our sole discretion.
We reserve the right to remove courses, suspend payouts, and/or ban tutors for any reason at any time, without prior notice, including in cases where:
The Utobo platform allows you to add other users as an Additional Tutors and assistants for courses that you manage. By adding anAdditional Tutors or teaching assistant, you understand that you are authorizing them to take certain actions that affect your Utobo account and courses. Utobo is not able to advise on any questions or mediate any disputes between you and such users. We are also not responsible for any revenue sharing with additional tutors as it is calculated based on admin tutor account.3.3 Relationship to Other Users
Tutors do not have a direct contractual relationship with students, so the only information you'll receive about students is what is provided to you through the Services. You agree that you will not use the data you receive for any purpose other than providing your services to those students on the Utobo platform, and that you won't solicit additional personal data or store students' personal data outside the Utobo platform. You will indemnify Utobo against any claims arising from your use of students' personal data.
When creating a course, you have an option to offer the course or test series for free or list pricing for course subject or topic. On a paid subscription, you will also be given the opportunity to participate in certain promotional and marketplace programs (optional) under the terms of our Promotions Policy ("Promotional and Marketplace Programs").
You give us permission to share your courses for free with our employees, with selected partners, and in cases where we need to restore access accounts who have previously purchased your courses. You understand that you will not receive compensation in these cases.4.2 Transaction Taxes
If a student purchases a product or service in a country that requires Utobo to remit national, state, or local sales or use taxes, Goods and Sevice Tax (“GST”), value added taxes (VAT), or other similar transaction taxes ("Transaction Taxes"), under applicable law, we will collect and remit those Transaction Taxes to the competent tax authorities for those sales. We may increase the sale price at our discretion where we determine that such taxes may be due. For purchases through mobile applications, applicable Transaction Taxes are collected by the mobile platform (such as Apple's App Store or Google Play).4.3 Promotional Programs
Utobo offers several optional marketing programs (Promotional Programs) in which you can choose to participate, as detailed in our Promotions Policy. These programs can help increase your revenue potential on Utobo by finding the optimal price point for your courses and promoting them through additional marketing channels.
There is a cost to participate in these programs which completely depends customer outreach plans and you can modify your participation status at any time, though changes you make will not apply to currently active campaigns.
We give an option to integrate your own payment gateway. So whatever student purchases from courses and test series you will get the money in your bank account depending upon payment gateway provider terms. We are not responsible for any delay or deduction in payment. We encourage you to take all the details from payment gateway providers before integrating it with Utobo.
If you have not opted into any of Utobo's optional Promotional Programs or market place, your revenue share will be 50% of the Net Amount less any applicable deductions, such as student refunds. If we change this payment rate, we will provide you 30 days’ notice using prominent means, such as via email or by posting a notice through our Services.If you opt into any of the Promotional Programs, the relevant revenue share may be different and will be as specified in the Promotions Policy.
For us to pay you in a timely manner, you must have an active PayPal or stipe account keep us informed of the correct email associated with your account. You must also provide any identifying information or tax documentation necessary for payment of amounts due, and you agree that we have the right to withhold appropriate taxes from your payments. We reserve the right to withhold payments or impose other penalties if we do not receive proper identifying information or tax documentation from you. You understand and agree that you are ultimately responsible for any taxes on your income.
Depending on the applicable revenue share model, payment will be made within 30 days of the end of the month in which we receive the fee for a course or test series.
As a tutor, you are responsible for determining whether you are eligible to be paid by USA company. We reserve the right not to pay out funds in the event of identified fraud, violations of intellectual property rights, or other violations of the law. If we cannot settle funds into your payment account after the period of time set forth by your state, country, or other government authority in its unclaimed property laws, we may process the funds due to you in accordance with our legal obligations, including by submitting those funds to the appropriate government authority as required by law.5.3 Refunds
If a student asks for a refund after we have paid the relevant tutor payment, we reserve the right to either (1) deduct the amount of the refund from the next payment sent to the tutor or (2) where no further payments are due to the tutor or the payments are insufficient to cover the refunded amounts, require the tutor to refund any amounts refunded to students for the tutor's courses.
While you are a published tutor and subject to the requirements below, you may use our trademarks where we authorize you to do so. You must:
You warrant that you aren't restricted from using the Services under USA sanctions or export laws (as an individual or as an officer, director, or controlling shareholder of any entity on whose behalf you use the Services). If you become subject to such a restriction while you are subject to these Tutor Terms, you will notify Utobo within 24 hours, and we will have the right to terminate any further obligations to you, effective immediately and with no further liability to you (but without prejudice to your outstanding obligations to Utobo). You will not use the Services to conduct or facilitate any transaction with any other individual or entity subject to such a restriction. You may not remove, export, or allow the export or re-export of the Services (or any product thereof, including technical data) outside the USA in violation of any restrictions, laws, or regulations of the Delaware USA or any other applicable country.
Tutor/ You (the “Indemnifying Party”) hereby agrees to indemnify, defend and hold harmless Utobo Inc, its respective directors, officers, representatives, employees and agents (collectively, the “Indemnified Party(ies)”) from and against any and all losses, liabilities, claims, damages, suits, actions, proceedings, obligations, debts, demands, fines, penalties, charges, fees, judgments, awards, amounts paid in settlements, costs and expenses, including reasonable legal fees, disbursements and other costs of defense in connection therewith (collectively, the “Losses”) incurred by the Indemnified Party, in connection with or arising out of, or which may be payable by virtue of (i) any act, omission to act, breach of applicable laws, fraud, gross negligence or wilful misconduct; or (ii) breach of the terms of this Agreement or any other policies of Utobo Inc.
Instructions on how to delete your tutor account is available in tutor dashboard. We'll use commercially reasonable efforts to make any remaining scheduled payments that are owed to you before deleting your account. You understand that if students have previously enrolled in your courses, your name and that Submitted Content will remain accessible to those students after your account is deleted. If you need help or encounter difficulty deleting your account, you can contact us via firstname.lastname@example.org.
From time to time, we may update these Terms to clarify our practices or to reflect new or different practices (such as when we add new features), and Utobo reserves the right in its sole discretion to modify and/or make changes to these Terms at any time. If we make any material change, we will notify you using prominent means such as by email notice sent to the email address specified in your account or by posting a notice through our Services. Modifications will become effective on the day they are posted unless stated otherwise.
Your continued use of our Services after changes become effective shall mean that you accept those changes. Any revised Terms shall supersede all previous Terms.10.2 Translations
Any version of these Terms in a language other than English is provided for convenience and you understand and agree that the English language will control if there is any conflict.10.3 Relationship Between Us
You and we agree that no joint venture, partnership, employment, contractor, or agency relationship exists between us.10.4 Survival
The following sections shall survive the expiration or termination of these Terms: Sections 2 (License to Utobo), 3.3 (Relationship to Other Users), 5.2 (Receiving Payments), 5.3 (Refunds), 8 (Indemnity), 9 (Deleting Your Account), and 10 (Miscellaneous Legal Terms).
The best way to get in touch with us is to contact our support team (email@example.com). We'd love to hear your questions, concerns, and feedback about our Services.