Terms & Conditions
For use of U-Wrap™ online services. Acceptance of terms. U-Wrap™ makes this site (the "Web Site"), including all information, documents, communications, files, text, graphics, software, and products available through the Web Site (collectively, the "Materials") and all services operated by U-Wrap™ and third parties through the Web Site (collectively, the "Services"), available for your use subject to the terms and conditions set forth in this document and any changes to this document that U-Wrap™ may publish from time to time (collectively, the "Terms & Conditions").
Defined terms. All user-supplied information, materials, files, communications, and documents, are referred to collectively as "User Content." "U-Wrap™ Content" means all Materials provided by U-Wrap™. User Content and U-Wrap™ Content may have different restrictions and conditions associated with them.
BY ENROLLING IN, USING, OR PAYING FOR U-Wrap™™ PRODUCTS AND SERVICES AS A RE-SELLER OF U-Wrap™™'S PRODUCTS AND SERVICES, YOU AGREE TO THE RATES, CHARGES, AND TERMS AND CONDITIONS INCLUDED IN THIS AGREEMENT, AND ANY AMENDMENTS THERETO. IF THIS AGREEMENT, THE RATE SCHEDULES, OR TERMS AND CONDITIONS ARE NOT ACCEPTABLE TO YOU, DO NOT USE THE PRODUCTS AND/OR SERVICES AND IMMEDIATELY CALL U-Wrap™ CUSTOMER SERVICE CENTER AT (305) 870-9720 FOR INSTRUCTIONS ON HOW TO CANCEL A PRODUCT OR SERVICE.
U-Wrap™ reserves the right to changes its rate schedules or the terms and conditions of this Agreement at any time. YOUR CONTINUED USE OF THE U-Wrap™ SERVICES CONSTITUTES YOUR AGREEMENT TO U-Wrap™'S RATES, TERMS AND CONDITIONS THAT ARE IN EFFECT AT THE TIME YOU USE THE SERVICES.
For purposes of the Agreement, Re-Seller means the customer, defined as either (i) the Company and/or individual identified in the U-Wrap™'s account records as responsible for payment of all charges; or (ii) any other individual with actual or apparent authority to represent that person or to use the service(s).
Basic Services and Rates. Set forth on the Rate Schedule is U-Wrap™'s basic rates for listed services.
A. The Re-Seller is responsible for payment of all charges for products and services furnished to its end users and customers and Re-Seller shall act as a guarantor thereof. This responsibility is not changed by virtue of any use, misuse, or abuse of Re-Seller's service undertaken or caused by third parties.
B. The Re-Seller must promptly notify U-Wrap™ of any change in its invoicing address or, if applicable, in the credit card or bank account used for payment. Re-Seller should notify U-Wrap™ via Customer Service Center or via e-mail to: email@example.com or U.S. mail to the following address: 4050 N.W. 29th Street, Miami, Florida 33142.
C. The Re-Seller is responsible for the payments of all product and/or service orders, regardless of whether its customer ultimately reimburses Re-Seller, or its customer is the ultimate beneficiary of U-Wrap™'s products and services.
D. U-Wrap™'s bills for service are due upon receipt. Amounts not paid within 15 days of the invoice date will be considered past due. If U-Wrap™ becomes concerned at any time about Re-Seller's ability to pay for services, U-Wrap™ may require that Re-Seller pay its charges within a specified number of days and/or that Re-Seller make such payments in cash or the equivalent of cash.
E. You may in good faith withhold payment of any disputed charges. To dispute a charge on your invoice, you must submit a written dispute letter to U-Wrap™'s finance department identifying the specific basis for the dispute. A charge is not "disputed" until you provide U-Wrap™ with a written explanation of the disputed charge. If U-Wrap™ determines that the disputed charges are valid, U-Wrap™ will notify Re-Seller of that and Re-Seller must pay all such charges within 10 days. If Re-Seller pays by credit card, Re-Seller's payment is also subject to the terms of Re-Seller's agreement with the credit card issuer.
F. If you fail to pay all undisputed charges for Services within 15 days of the invoice date, U-Wrap™ may charge you interest on those charges equal to the lesser of 1½% per month or the maximum rate allowed by law. The interest will be applied to the entire unpaid balance, including taxes.
G. U-Wrap™, in its sole discretion, may require you to establish credit before it provides Services. You may be required to make a prepayment on your account if your credit has not been established to U-Wrap™'s satisfaction. U-Wrap™ will credit the prepayment to the balance on your first invoice or may require an agreement that your usage of the U-Wrap™ network and services will be subject to purchase limits to be determined by U-Wrap™. If your credit or payment history becomes unsatisfactory to U-Wrap™ while you are a U-Wrap™ Re-Seller and/or customer, or your credit does not support the amount of Services you purchase, U-Wrap™ may require you to make another prepayment or provide other security. Prior to your compliance with this request, U-Wrap™ reserves the right to cease accepting and processing service orders. U-Wrap™ may request subsequent additional pre-invoice payments for products and services and may increase or decrease purchase limits as it deems appropriate. U-Wrap™ may refuse to furnish services if any charges owed by you to U-Wrap™ or any Company affiliate are past due for service(s) provided to you. If you terminate Service, U-Wrap™ will apply your prepayment to any unpaid bills for Service and refund any remaining balance to you.
H. If U-Wrap™ is notified in writing in advance of any charge back or cancellation of a purchase by Re-Seller's customer prior to the use by customer of U-Wrap™'s products and/or services, and U-Wrap™ is able to cancel the voucher prior to use, then Re-Seller will be credited for any charge to its account.
I. Where permitted by applicable law, if U-Wrap™ hires a collection agency to collect, or attempt to collect, any charges owed U-Wrap™, Re-Seller will be liable to U-Wrap™ for additional costs equal to the lower of (i) thirty-five (35%) percent of the charges owed or (ii) the fee charged by a collection agent, whichever is lower. If U-Wrap™ incurs any fees or expenses, including attorneys' fees, in collecting, or attempting to collect, any charges owed U-Wrap™ other than by hiring a collection agency, you will be liable to U-Wrap™ for the payment of all such fees and expenses reasonably incurred.
J. In the event payment is made by personal or corporate check and the check is not honored by the institution on which it was drawn, U-Wrap™ will impose, and the payer will be required to pay, a $20.00 fee, where permitted by applicable law, in addition to other remedies available to U-Wrap™.
HANDLING OF CERTAIN SPECIFIC CREDITS
A. If your account has been closed but has a credit balance remaining, U-Wrap™ will transfer the credit to another of your accounts, if there is one. If you do not have another account and if the credit balance amount is $10 or more, U-Wrap™ will mail a check for the balance to you. If you do not have another account and if the credit balance amount is less than $10, then U-Wrap™ will mail a check for the balance to you upon your request, provided that you make your request within 12 months of your account being closed.
B. Promotional and other credits offered by U-Wrap™ in the marketing of its products and services cannot be assigned, but must be used by the person or entity to whom they were offered and who earned them in strict accordance with the terms of the offer.
C. In the event that you have been awarded a promotional credit for subscribing to U-Wrap™'s service and do not use the service within 12 months following the date of your service order, U-Wrap™ reserves the right to cancel the credit from your account and collect the sum involved from you
D. No credit allowances will be made for Interruptions caused by Re-Seller's negligence or the negligence of others authorized by Re-Seller to use U-Wrap™'s service
CANCELLATION OF SERVICE BY U-WRAP™
1. U-Wrap™ reserves the right to discontinue furnishing services, cancel your account, and/or block your access to the U-Wrap™ network, without incurring any liability, immediately and without notice if U-Wrap™ deems that such action is necessary to prevent or to protect against fraud or to otherwise protect U-Wrap™'s personnel, agents, facilities, or services.
Without limitation, U-Wrap™ may take such actions if:
a. You fail to pay any sum due to U-Wrap™, or any U-Wrap™ affiliate, for Services for more than 15 days beyond the date of the invoice for such Products and/or Services, regardless of whether the Product and/or Service being canceled is related or unrelated to the account or Service for which the sum is past due, or you indicate to U-Wrap™ or an entity billing on U-Wrap™'s behalf that you do not intend to pay for a product and/or service purchased by you;
b. You fail to pay a disputed charge within 10 days after U-Wrap™ notifies you that the charge is valid;
c. You refuse to furnish information or furnish false information that (i) is essential for billing; or (ii) pertains to your creditworthiness;
d. You indicate that you will not comply with a request for security for the payment for products and/or services;
e. The charges to your account exceed established parameters based on your history of usage, which may indicate an unlikelihood of payment or possible fraud;
f. You have been given written notice by U-Wrap™ of any past due amount (which remains unpaid, in whole or in part) for any of U-Wrap™'s or an affiliates’ products and/or services to which you either subscribe or had subscribed or used;
g. You use, or attempt to use, products and/or services with the intent to avoid the payment, either in whole or in part, of the charges for the products and/or services by (i) using or attempting to use products and/or services by rearranging, tampering with, or making connections to products and/or services in an unauthorized manner; or (ii) using tricks, schemes, false or invalid numbers, false credit devices, or other fraudulent means or devices;
h. You act, or fail to act, in a manner that hinders or frustrates any investigation by U-Wrap™ or others having legal authority to investigate your legal obligations;
i. You were previously provided with notice of breach of contract, took corrective action, but thereafter engaged in the same breach activity;
j. U-Wrap™ has made available products and services to you and you have failed to utilize any products and/or services during the 60-day period immediately following its availability; and/or k. You fail to comply with a request by U-Wrap™ for security for the payment for services.
2. U-Wrap™ reserves the right, in its sole and absolute discretion, to discontinue furnishing services, cancel your account, and/or block your access to the U-Wrap™ network, without incurring any liability, immediately upon written notice to you.
3. The discontinuance of service(s) by U-Wrap™ pursuant to these provisions does not relieve you of any obligation to pay U-Wrap™ for charges due and owing for service(s) furnished up to the time of discontinuance
4. In addition, U-Wrap™ may suspend the activation of your service and route inquiries to a collection agent or voice response unit if one or more of the following apply:
a. U-Wrap™ could not obtain credit information about you from one of the major credit reporting agencies;
b. You have poor credit based upon industry standards;
c. You have not paid your bill in a timely manner;
d. Your usage of U-Wrap™ products and/or services appears to be fraudulent based upon standards developed by U-Wrap™.
If you are denied service, you may contact the administration office of U-Wrap™ for the reasons why you were placed on restricted service and the requirements for you to receive unrestricted service again.
In addition to the Materials and Services offered by U-Wrap™, this Web Site also makes available materials, information, and services provided by third parties (collectively, the "Third-Party Services"). The Third-Party Services are governed by separate license agreements that accompany such services. U-Wrap™ offers no guarantees and assumes no responsibility or liability of any type with respect to the Third-Party Services, including any liability resulting from incompatibility between the Third-Party Services and the Materials and Services offered by U-Wrap™. You agree that you will not hold U-Wrap™ responsible or liable with respect to the Third-Party Services or seek to do so.
Use of software applications.
A. The U-Wrap™ Content and User Content may be used solely for personal, informational, and internal purposes.
B. The U-Wrap™ Content and User Content may not be modified or altered in any way.
C. The U-Wrap™ Content and User Content on the Web Site may not be distributed or sold, rented, leased, or licensed to others.
D. You may not remove any copyright or other proprietary notices contained in the U-Wrap™ Content and User Content.
E. U-Wrap™ reserves the right to revoke the authorization to view, download, and print the U-Wrap™ Content and User Content available on this Web Site at any time, and any such use shall be discontinued immediately upon notice from U-Wrap™.
F. The rights granted to you constitute a license and not a transfer of title.
Important exceptions: Various sections of the Web Site may showcase the work of creative professionals. Such works belong to their creators, may be protected by copyright or other proprietary laws, and are for display purposes only. Accordingly, you may not download or print these works unless there is a notice associated with the work expressly permitting such uses.
The rights specified above to view, download, and print the U-Wrap™ Content and User Content available on this Web Site are not applicable to the design or layout of this Web Site. Elements of this Web Site are protected by trade dress and other laws and may not be copied or imitated in whole or in part.
The trademarks, logos, and service marks ("Marks") displayed on this Web Site are the property of U-Wrap™ or other third parties. You are not permitted to use the Marks without the prior written consent of U-Wrap™ or such third party that may own the Marks. U-Wrap™ and the U-Wrap™ logo are trademarks of U-Wrap™ Systems Incorporated.
For a current list of U-Wrap™'s Marks, as well as certain third-party Marks, please refer to trademark information.
License to U-Wrap™ for User Content
Certain Services offered through this Web Site accommodate or require User Content. Depending upon the nature of the Service, by submitting User Content to this Web Site, you grant U-Wrap™ one of the following types of licenses:
A. For User Content that is the result of your efforts and which is intended to be displayed on the Web Site, you grant U-Wrap™ a worldwide, royalty-free, non-exclusive license to modify (for purposes of formatting, maintenance, or Web Site administration only) and reproduce such User Content. You also grant U-Wrap™ the right to distribute and publicly display and perform such User Content for the purpose for which such User Content was submitted to the Web Site. This license will be in effect until such User Content is removed from the Web Site.
B. For User Content such as comments to the U-Wrap™ User to User Forums, bug reports, or product suggestions, you grant U-Wrap™ and the users of this Web Site an unrestricted, worldwide, irrevocable license to use, reproduce, display, perform, modify, transmit, and distribute such User Content, and you also agree that U-Wrap™ is free to use any ideas, concepts, know-how, or techniques that you send us for any purpose without any compensation to you. However, we will not release your name or otherwise publicize the fact that you submitted such User Content to us unless: (a) you grant us permission to do so; (b) we first notify you that the User Content you submit to a particular part of the Web Site will be published or otherwise used with your name on it; (c) we have a good faith belief that we are required to do so by law and/or in response to a subpoena or court order; or (d) we believe it necessary in order to protect the rights of U-Wrap™ or others.
In using the Web Site, including all Services and Materials available through it, you agree:
" not to disrupt or interfere with any other user's enjoyment of the Web Site or affiliated or linked sites;
" not to upload, post, or otherwise transmit through the Web Site any viruses or other harmful, disruptive, or destructive files;
" not to create a false identity;
" not to use or attempt to use another's account, password, service, or system without authorization from U-Wrap™;
" not to access or attempt to access any User Content which you are not authorized to access;
" not to disrupt or interfere with the security of, or otherwise cause harm to, the Web Site, or any Services, Materials, system resources, accounts, passwords, servers, or networks connected to or accessible through the Web Site or any affiliated or linked sites.
U-Wrap™ may, but is not obligated to, monitor or review (i) any areas on the Web Site where users transmit or post User Content, including but not limited to areas where Services are available; and (ii) the substance of any User Content.
To the maximum extent permitted by law, U-Wrap™ will have no liability related to User Content arising under the laws of copyright, libel, privacy, obscenity, or otherwise. U-Wrap™ also disclaims all liability with respect to the misuse, loss, modification, or unavailability of any User Content.
Use and protection of account number and password. You are responsible for maintaining the confidentiality of your account number, account name, and/or password, if applicable. You are responsible for damages resulting from all uses of your account number, account name, and/or password, whether actually or expressly authorized by you, unless access to your account number, account name, and/or password was obtained through no fault or negligence of your own.
WARRANTIES AND DISCLAIMERS
EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN A WRITTEN AGREEMENT BETWEEN YOU AND U-Wrap™ OR YOU AND A THIRD PARTY WITH RESPECT TO SUCH PARTY'S MATERIALS OR SERVICES, THIS WEB SITE, AND ALL MATERIALS AND SERVICES ACCESSIBLE THROUGH THIS WEB SITE, ARE PROVIDED "AS IS" 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, U-Wrap™ MAKES NO WARRANTY THAT (i) THE SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, OR MATERIALS PURCHASED OR ACCESSIBLE BY YOU THROUGH THE WEB SITE WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS IN THE SOFTWARE USED THROUGH THE WEB SITE, OR ANY DEFECTS IN THE WEB SITE, ITS SERVICES, OR MATERIALS, WILL BE CORRECTED.
THIS WEB SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES, OR TYPOGRAPHICAL ERRORS. U-Wrap™ MAY MAKE CHANGES TO THE MATERIALS AND SERVICES AT THIS WEB SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE MATERIALS OR SERVICES AT THIS WEB SITE MAY BE OUT OF DATE, AND U-Wrap™ MAKES NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES.
YOU UNDERSTAND AND ACKNOWLEDGE THAT (i) U-Wrap™ DOES NOT CONTROL, ENDORSE, OR ACCEPT RESPONSIBILITY FOR ANY CONTENT, PRODUCTS, OR SERVICES OFFERED BY THIRD PARTIES THROUGH THE WEB SITE, INCLUDING, WITHOUT LIMITATION, THIRD-PARTY VENDORS AND THIRD PARTIES ACCESSIBLE THROUGH LINKS ON THE WEB SITE; (ii) U-Wrap™ MAKES NO REPRESENTATION OR WARRANTIES WHATSOEVER ABOUT ANY SUCH THIRD PARTIES, THEIR CONTENT, PRODUCTS, OR SERVICES; (iii) ANY DEALINGS YOU MAY HAVE WITH SUCH THIRD PARTIES ARE AT YOUR OWN RISK; AND (iv) U-Wrap™ SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY CONTENT, PRODUCTS, OR SERVICES OFFERED BY THIRD PARTIES.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. TO THE EXTENT PERMISSIBLE, ANY IMPLIED WARRANTIES ARE LIMITED TO NINETY (90) DAYS.
International users: This Web Site can be accessed from countries around the world and may contain references to U-Wrap™ products, services, and programs that are not available in your country. These references do not imply that U-Wrap™ intends to announce such products, services, or programs in your country.
The Web Site is controlled, operated, and administered by U-Wrap™ from its offices within the United States of America. U-Wrap™ makes no representation that the Web Site, or the Services or Materials available through it, are appropriate or available for use at other locations outside the United States, and access to the Web Site from territories where the Web Site or any of its Services or Materials are illegal is prohibited. If you access the Web Site from a location outside the United States, you are responsible for compliance with all local laws.
LIMITATION OF LIABILITY
IN NO EVENT, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, SHALL U-Wrap™, ITS SUBSIDIARIES, AFFILIATES, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, OR SUPPLIERS 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 PROFITS, WHETHER OR NOT U-Wrap™ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR THE INABILITY TO USE THIS WEB SITE, ITS SERVICES, OR MATERIALS, THE STATEMENTS OR ACTIONS OF ANY THIRD PARTY ON OR THROUGH THE WEB SITE, ANY DEALINGS WITH VENDORS OR OTHER THIRD PARTIES, ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, ANY INFORMATION THAT IS SENT OR RECEIVED OR NOT SENT OR RECEIVED, ANY FAILURE TO STORE OR LOSS OF DATA, FILES, OR OTHER CONTENT, ANY SERVICES AVAILABLE THROUGH THE WEB SITE THAT ARE DELAYED OR INTERRUPTED, OR ANY SITE REFERENCED OR LINKED TO FROM THIS WEB SITE.
SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE LIMITATIONS AND EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.
A. Except for granting credit allowances for interruptions of service as provided for above, U-Wrap™ will not be liable for: (i) any failure of performance due to causes beyond its control, including, but not limited to, acts of God, fires, floods or other catastrophes; national emergencies, insurrections, riots or wars, terrorist acts, strikes, lockouts, work stoppages or other labor difficulties; preemption of existing services to restore service in compliance with the FCC's Rules and Regulations; and any law, order, regulation or other action of any governing authority or agency thereof; or (ii) delayed installation of U-Wrap™'s facilities or commencement of service.
B. With respect to any other factual allegation, legal claim, or dispute by you or by any others, for damages associated with the ordering of a U-Wrap™ product and/or service, termination, maintenance, repair, interruption, or restoration of any product and/or service or facilities offered by U-Wrap™. U-Wrap™'s liability, if any, will be limited to credit allowances as provided for in this Agreement. In addition to these credit allowances, if any, the U-Wrap™'s liability is limited as follows:
1. With respect to the provisioning of, or any error or omission in, data, information, or content furnished in connection with any product and/or service provided by U-Wrap™, for example, online ordering of U-Wrap™'s services, U-Wrap™'s liability will be limited to the lesser of: (i) the amount of actual money damages proven by you to have been incurred as the proximate result of your reliance on such data, information, or content; or (ii) $100.
C. U-Wrap™'s liability for willful misconduct, if established as a result of judicial or administrative proceedings, is not limited by this Agreement.
Export control laws; notice to U.S. government users. The export and re-export of U-Wrap™ software products are controlled by the United States Export Administration Regulations, and such software may not be exported or re-exported to Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria, or any country to which the United States embargoes goods. In addition, U-Wrap™ software may not be distributed to persons on the Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals.
By downloading any U-Wrap™ software product, if any, you are certifying that you are not a national of Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria, or any country to which the United States embargoes goods, and that you are not a person on the Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals.
Governing law and jurisdiction. This Web Site (excluding linked sites) is controlled by U-Wrap™ from its offices within the state of Florida, United States of America. By accessing this Web Site, you and U-Wrap™ agree that all matters relating to your access to, or use of, this Web Site shall be governed by the statutes and laws of the State of Florida, without regard to the conflicts of laws principles thereof. You and U-Wrap™ also agree and hereby submit to the exclusive personal jurisdiction and venue of the Circuit Court of Miami-Dade County and the United States District Court for the Southern District of Florida with respect to such matters.
©2010 U-Wrap™. All rights reserved. The names, logos and taglines identifying U-Wrap™'s products and services are proprietary marks of U-Wrap™ or its subsidiaries.