1.1 Utternik, Inc., a Delaware corporation, doing business as Utternik (referred to as "UTTERNIK", “Company”, "us”, or “we”), makes available the website www.utternik.com and the related downloadable application (collectively, the “Site”), providing information and functionality for users to assign values to subjects and recommend, communicate, share, gain redeemable rewards where available, and view valuations/feedback for a wide variety of goods, services, and subject matter (collectively, “Services”), subject to the user's compliance with the following Terms and Conditions of Use (“Terms”), as well as any other written agreements between the Site and the users.
1.2 We reserve the right to change these Terms from time to time with or without notice to you. You acknowledge and agree that it is your responsibility to periodically review this Site and these Terms. Your continued use of this Site after such modifications will constitute acknowledgement and acceptance of the modified Terms.
1.3 As used in these Terms, references to our “Affiliates” include our owners, shareholders, licensees, assigns, subsidiaries, affiliated companies, officers, directors, partners, sponsors, advertisers, and includes (without limitation) all parties involved in creating, producing, and/or delivering this Site.
1.4 By using this site, you acknowledge that you are at least thirteen (13) years of age and agree to be bound by these terms. If you are not at least thirteen (13) years of age or do not wish to be bound by these terms, please exit the site. Your sole remedy for dissatisfaction with this site or these terms, is to cease using the site.
The Site is not intended or directed to children under 13. We do not knowingly collect personal information from children under 13 nor is that UTTERNIK's intention. If you become aware that a child has provided us with personal information without parental consent, please contact us at email@example.com. If we become aware that a child under 13 has provided us with personal information without parental consent, we will take steps to remove such information and terminate the child's account.
1.5 App Access. As a user of the App you also understand and agree that the App may access your contact list and/or address book on your mobile device to allow you to send messages to other users of the App and utilize the App. The App does not transmit any information about your contact list and/or address book, and the Site does not monitor, store, or collect any information from your contact list and/or address book without your authorization.
Any new features or enhancements to the App are subject to the Terms and Conditions of use of the Site or App. The App is provided "as is" and Utternik assumes no responsibility for timeliness, mis-delivery, or failure to store any communication, writing, image or personalization settings.
By accessing and using the App, you must abide by all Federal, State and local laws. If you are outside the United States you must comply with all local laws with respect to your online conduct and acceptable content as well as the export of data to the United States or to your country or residence.
You understand that you are responsible for obtaining access to the App and that access may involve third party fees. You are solely responsible for obtaining such access and paying those fees.
You must be at least 13 years of age to access and use the App. If you are 13 years or younger, please do not use this App for any purpose.
2.1 All information provided on this website is for informational purposes only. We do invite you to bring to our attention any material on our website that you believe to be factually inaccurate; please forward a copy of such material and the reasons for your belief to firstname.lastname@example.org.
2.2 You understand and acknowledge that we cannot promise or guarantee specific results from using the Site. Further, as comments, data, and information may be posted or communicated by other users of the Site, we are not responsible for their content or services referenced, offered, or recommended.
2.3 You understand and agree that temporary interruptions of the Site may occur as normal events that are out of our control. You agree that the information available through this Site is provided “AS IS” and that we assume no responsibility for the timeliness, deletion, or mis-delivery of, or failure to store, any user communications or material uploaded by you.
This Site may feature, redirect, or link to other websites, media hosted on other websites, or advertisers on the Internet, or may otherwise include references to subject matter, services, or goods made available by unaffiliated third parties. You understand that we are not responsible for the accuracy, completeness, decency, or legality of materials or media hosted by third party websites or providers, nor are we responsible for errors or omissions in any references made on those websites. The inclusion of such a feature, link, or reference is provided merely as a convenience and does not imply endorsement of, or association with the Site or party by us, or any warranty of any kind, either express or implied.
As a user of the Site you understand and agree that the Site may include advertisements. You understand and agree that your correspondence or business dealings with, or participations in promotions of, service/goods providers found on or through the Site, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the said providers. You agree that UTTERNIK shall not be responsible or liable for any loss or damage incurred as the result of such dealings or as the result of the presence of such advertisers on the Site.
The Site, or third parties including users of the Site, may provide links or references to other websites, resources, or media hosted or linked from third-party websites or sources. UTTERNIK has no control over these websites and content and therefore you acknowledge that UTTERNIK is not responsible for the availability of such links, resources and content, and does not endorse and is not responsible or liable for any content, advertising, products, services, subject matter, or other materials made available on or from these linked web sites. You also acknowledge and agree that UTTERNIK is not responsible or liable, directly or indirectly, for any damage or loss caused by or alleged to have been caused by, or in relation to the use of content, goods or services, offered through these links, or for any intellectual property or other third party claims relating to your posting or using such links.
4.1 Forum Only. You understand that UTTERNIK does not endorse or regularly inspect user-created reviews/feedback, opinions, services, or goods recommended and referenced throughout the Site. UTTERNIK provides the forum for users to communicate, offer feedback, and share recommendations with other users; the services, goods, and/or subject matter recommended and/or featured on the Site by users or by third-party advertisers may be offered, provided, and sold directly by independent service/goods providers and businesses, so UTTERNIK cannot and does not make any warranties about their accuracy, quality, safety or even their legality. Any legal claim related to a service or goods you purchase must be brought directly against said provider. You release UTTERNIK from any claims related to goods or services sold through use of our Services, including any claims for breach of contract or agreement, misrepresentations by said providers, or any other claim arising out of or related to goods, services, or subject matter referenced on the Site.
4.2 User-Created Submissions Guidelines: Your use of the Site is subject to all applicable laws and regulations, and you are solely responsible for any comments, information, user profiles, or other media or material that you upload, link, publish, create, or submit to the Site (“Submissions”). By transmitting Submissions, you agree that you will not create, publish, transmit, or upload any Submissions that:
Please note that the list above is not exhaustive. UTTERNIK reserves the right, without notice and in its sole discretion, to delete any Submissions that are prohibited by these Terms or block your use of or prevent your future access to the Site and any of services upon its determination that you have engaged in or are engaging in a forbidden activity, whether or not such activity is listed above.
4.3 No Endorsement. We neither endorse nor assume any liability for any Submissions submitted by you or other users through or on any part of the Site. We and our agents reserve the right to remove or refuse to display any and all Submissions in our sole discretion and without prior notice to you. We are not responsible for any failure or delay in removing or refusing to post any Submissions.
UTTERNIK provides a forum and means to share information and communicate with others regarding a variety of goods, services, and subject matter. As such, UTTERNIK cannot verify the accuracy, usefulness, or safety of any Submissions and is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to any user submissions. You further understand and acknowledge that you may be exposed to user submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against UTTERNIK with respect thereto, and agree to indemnify and hold UTTERNIK, its Owners/Operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Site. If you have a dispute with one or more users, you agree to release UTTERNIK (and our owners, shareholders, officers, directors, agents, subsidiaries, joint ventures and employees) from any claims, demands and damages, in any way connected with the dispute.
4.4 Personal Safety. UTTERNIK strongly advises you to use extreme caution before sharing personally identifiable information with service providers featured by the Site, any entity found through use of the Site, or any users of the Site.Whether to contact another party is at your sole discretion and you do so at your own risk. UTTERNIK does not conduct criminal background checks on or any screenings of its users, entities, or service providers listed on the Site. UTTERNIK also does not inquire into the backgrounds of its members or users, featured individuals/entities, service providers, or attempt to verify the statements of its users or featured service providers. You represent that you have never been convicted of a felony and that you are not required to register as a sex offender with any government entity.
The nature of the Site promotes communication between users and the exchange of reviews, feedback, and user valuation of goods, services, and other subject matter, which may include personal information. UTTERNIK cannot and does not assure that it is safe for you to have direct contact with other users of the Site or other individuals or entities found with the use of the Site. Current technological developments make it possible for users of the Internet to obtain personal information about, and locate, other users, with very little other information. If you believe that any user or business featured on the Site is harassing you or is otherwise using personal information about you for unlawful purposes, we encourage you to first inform local law enforcement authorities and then to contact us via email@example.com so that we may take appropriate action to block further use of the Site by any user who is using the Site and information obtained from it for improper purposes.
5.1 Content. For purposes of these Terms, “content” is defined as any information, communications, or other materials that can be viewed by users on our Site and is owned by us, our Affiliates or our licensors including, but not limited to, the Company’s trademarks and service marks.
5.2 Ownership of Content. All content on the Site is subject to intellectual property rights, contractual, or other protection. The intellectual property rights are owned by us or our licensors. No content may be copied, distributed, republished, uploaded, posted or transmitted in any way except as provided expressly in these Terms or with our prior express written consent. Any use of the content other than as permitted by these Terms or any other unauthorized use of the content may make you liable to us or our licensors for violation of intellectual property rights.
5.4 No Warranty for Third-Party Infringement. Neither we nor our Affiliates warrant or represent that your use of materials displayed on, or obtained through, this Site will not infringe the rights of other users of the Site or of third parties.
5.5 Trademarks. Our trademarks or service marks include, but are not limited to, UTTERNIK, “No Stars, Just Value”, “All About Your Value”, and related logos. All custom graphics, icons, logos and service names are trademarks or service marks of our corporation or our Affiliates. All other trademarks or service marks are property of their respective owners. Nothing in these Terms grants you any right to use any trademark, service mark, logo, and/or our name, or those of our Affiliates and our licensors.
6.2 Copyright Notice. We respect the intellectual property rights of others and we ask you to do the same. In instances where we are notified of alleged infringing content or Submissions, a decision may be made to remove or disable access to such content or Submissions, in compliance with the safe harbor provisions of the Digital Millennium Copyright Act, 17 U.S.C. § 512(c).
If you believe that you or someone else's copyright has been infringed by content or Submissions provided on this Site, you (or the owner or rights holder, collectively, “Rights Holder”) should notify us immediately. Prior to sending us notice, the Rights Holder may wish to consult a lawyer to determine their rights and legal obligations under the DMCA and any other applicable laws. Nothing here or anywhere on this Site is intended as a substitute for qualified legal advice. To file a Notice of Infringing Material, we ask that the Rights Holder provide the following information:
Notice may be sent to our Designated Agent at: firstname.lastname@example.org
6.3 Removal of Content. You also acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, we may temporarily or permanently remove the identified materials from our Site without liability to you or any other party.
7.1 Login Required. In order to the access the services of this Site, or to post Submissions, you may be asked to set up an account and password, or link your account to a social networking website or account. Our account registration page requests certain personal information from you (“Registration Info”). You will have the ability to maintain and periodically update your Registration Info as you see fit. By registering, you agree that all information provided by you as Registration Info is true and accurate and that you will maintain and update this information as required in order to keep it current, complete, and accurate.
7.2 Passwords & Security. If you register for an account on the Site, you agree that you are responsible for maintaining the security and confidentiality of your password and that you are fully responsible for all activities that occur under your account. Therefore, you must take reasonable steps to ensure that others do not gain access to your password and account. Our employees will never ask you for your password.
In order to use the Site you are required to register an account. As a registered user, you:
You also agree that any termination is in UTTERNIK‘s sole discretion and that UTTERNIK will not be liable to you or any third party for any termination of your account, password, username, access to the App, or for deletion of content.
9.1 ALL CONTENT ON THIS SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE CONTENT WILL MEET YOUR REQUIREMENTS, OR (B) THE CONTENT OR SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. UTTERNIK WILL NOT BE LIABLE FOR ANY VIRUSES OR OTHER MALWARE TRANSMITTED TO OR THOUGH THIS SITE BY ANY THIRD PARTY. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE COMPANY OR THROUGH OR LINKED FROM THE SITE SHALL CREATE ANY WARRANTY EXPRESS OR IMPLIED.
9.2 UTTERNIK DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, UTTERNIK WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
9.3 THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES, OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE CONTENT OF THIS SITE AT ANY TIME WITHOUT NOTICE. THE CONTENT OR INFORMATION AVAILABLE AT THIS SITE MAY BE OUT OF DATE AND WE MAKE NO COMMITMENT TO UPDATE SUCH CONTENT OR INFORMATION.
9.5 SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.
10.1 THIS SITE IS PROVIDED AS A PLATFORM FOR VALUATING AND SHARING OPINIONS OF VARIOUS GOODS, SERVICES, AND SUBJECT MATTER. THE COMPANY AND ITS AFFILIATES DO NOT REPRESENT ANY USER OF THE SITE OR ANY BUSINESS FEATURED ON THIS SITE. IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA, OR PROFIT LOSS; YOUR PARTICIPATION IN ACTIVITIES BASED ON THE CONTENT FEATURED ON THE SITE; YOUR USE OF THE INFORMATION OR CONTENT CONTAINED ON THE SITE; OR YOUR RELIANCE UPON THE ACCURACY OF INFORMATION CONTAINED ON THE SITE, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR OF ANY WEBSITE REFERENCED OR LINKED TO FROM THIS SITE, SHOULD YOU INCUR DAMAGES AS A RESULT OF THE USE OF PRODUCTS, SERVICES OR INFORMATION FEATURED ON THE SITE. YOU AGREE THAT THE COMPANY (AND ITS AFFILIATES, SHAREHOLDERS, AGENTS, EMPLOYEES, ASSIGNS, MANAGERS, DIRECTORS, MEMBERS, AND ALL OTHER RELATED PARTIES) IS NOT RESPONSIBLE FOR ANY DAMAGES WHATSOEVER RESULTING FROM YOUR PARTICIPATION IN THE ACTIVITIES FEATURED ON THE SITE. YOU HEREBY AGREE TO INDEMNIFY AND HOLD HARMLESS THE COMPANY (AND ITS AFFILIATES, AGENTS, EMPLOYEES, ASSIGNS, MANAGERS, DIRECTORS, MEMBERS, AND ALL OTHER RELATED PARTIES) FROM ANY AND ALL CLAIMS AND/OR LIABILITIES RESULTING FROM YOUR PARTICIPATION THEREIN. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.
10.2 You also agree to defend, indemnify, and hold us and our Affiliates harmless from all liabilities, claims, and expenses, including attorneys' fees, that may arise from your use or misuse of this Site or any of the content contained therein. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.
11.1 Grounds for Termination. You agree that we may, at our sole discretion, terminate or suspend your access to all or part of the Site with or without notice and for any reason, including, without limitation, breach of these Terms. Any suspected fraudulent, abusive, or illegal activity may be grounds for barring your access to this Site, and reporting you to the proper authorities, if necessary.
11.2 No Right to Services Upon Termination. Upon termination and regardless of the reasons motivating such termination, your right to services and/or the Site will immediately cease. We shall not be liable to you or any third party for any claims for damages arising out of any termination or suspension or any other actions taken by us in connection therewith.
11.3 Voluntary Termination. Users may voluntarily terminate the Site and cancel their registration by requesting termination directly through the termination options featured on the Site or sending an e-mail to email@example.com.
12.1 International Use. Although this Site may be accessible worldwide, those who choose to access this Site from other locations do so on their own initiative and at their own risk. If you choose to access this Site from outside the United States, you are responsible for compliance with local laws in your jurisdiction, including but not limited to, the taxation of products or services purchased over the Internet. Any offer for any product, service, and/or information made in connection with this Site is void where prohibited.
12.2 Governing Law. This Site (excluding any Third Party websites) is controlled by us from our offices in California, and the statutes and laws of the State of California shall be controlling, without regard to the conflicts of laws principles thereof. You specifically consent to exclusive personal jurisdiction in California in connection with any dispute between you and the Company arising out of these Terms. Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, shall be determined by the state or federal courts in Orange County, California.
12.3 Arbitration. All claims and disputes arising under or relating to these Terms are to be settled by binding arbitration in the state of California. The arbitration shall be conducted on a confidential basis pursuant to the rules of JAMS (Judicial Arbitration and Mediation Services). Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact. An award of arbitration may be confirmed in a court of competent jurisdiction. The prevailing party shall be entitled to receive from the other party its attorneys' fees and costs incurred in connection with any arbitration proceeding and the enforcement of any award.
12.4 Notices. All notices to the Company shall be in writing and shall be sent to firstname.lastname@example.org. You agree to allow us to submit notices to you using the email address provided by you in the Registration Info or directly provided to email@example.com via e-mail or through your device’s push or popup notification feature. Any notices or communication under these Terms will be deemed delivered to the party receiving such communication on the delivery date when transmitted by email.
12.5 No Resale Right. You agree not to sell, resell, reproduce, duplicate, distribute, copy, or use for any commercial purposes any portion of this Site, or use of or access to this Site or services provided through this Site, beyond the limited rights granted to you under these Terms.
12.6 Force Majeure. In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of marketing tools or information available through our Site arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to: labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.
12.7 Savings Clause. If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties and the remaining portions shall remain in full force and effect.
12.8 No Waiver. Any failure by us to enforce or exercise any provision of these Terms or related rights shall not constitute a waiver of that right or provision.