Terms and Conditions
Udandy, Inc
PLEASE READ THIS ENTIRE DOCUMENT BEFORE PROCEEDING WITH YOUR REGISTRATION IN THE UDANDY.COM MEMBERSHIP/PARTNERS PROGRAM. YOUR REGISTRATION AND PARTICIPATION IN THE PARTNERSHIP PROGRAM ARE GOVERNED BY THESE TERMS AND CONDITIONS, AND THIS CONSTITUTES A BINDING CONTRACT BETWEEN YOU AND UDANDY.COM
These Partnership Program Terms and Conditions (the "Agreement") constitute an agreement between you and Udandy.Inc. ("www.udandy.com"). The Membership Program, as generally offered by udandy.com a description of which is available online at http://www.udandy.com and http://www.udandy.mobi or www.youdandy.com or www.youdandy.mobi , or such other URL as Udandy.Inc may provide from time to time. "You" means any entity identified in this Agreement submitted by the same or affiliated persons, and/or any agent or agency, acting on its (or their) behalf, which shall also be bound by the terms of this Agreement.
1. Membership program participation is subject to Udandy Inc. prior approval and your continued compliance with this agreement. Udandy.Inc reserves the right to refuse participation to any applicant or participant at any time in its sole discretion. By enrolling in the membership/partner program, You represent that you are at least 18 years of age, and you agree that Udandy coupons may serve third party and/or offers, coupons, discounts to mobile promotions or advertisements from its clients or others ("advertisers") (collectively, "coupons") in connection with the website(s) or other feeds that You designate or on which you enable the display of such coupons (the "website(s)"). For clarity, any reference in this Agreement to an individual "Web page," "Web site," "Web site page," or the like that is part of the Website will also mean feeds distributed through such Website. Each individual business location enrolled in the Partnership/Membership Program must create and maintain a separate and individual account. For clarity, in a situation where you own a business with multiple locations that you desire to promote via Udandy.Inc coupons, "You "must create another account even if the business operates under the same name. This is because each individual business location is tied to its specific neighborhood and zip code.
2. Udandy Rights. You acknowledge and agree that Udandy.com and/or its licensors retain all right, title, and interest in and to the Membership/Partnership Program, including all Intellectual Property Rights relating thereto, all provided code, all trademarks and branding associated therewith (the "Marks"), and all systems and technology provided by Udandyc.com in connection with the Membership/Partnership Program." You "agree that you will not acquire any right, title, or interest in or to the Membership/Partnership program except as expressly provided in this Agreement. Udandy.com grants "You" a revocable, non-transferable, limited license during the term of this Agreement to use the JavaScript code or other code, documentation, or links supplied by Udandy.com for accessing the Partnership/Membership Program, along with any other materials provided to you by Udandy associated with the partnership/membership program, ("Udandy.com") for the sole purpose of implementing the partnership/membership program in accordance with partnership/membership program specifications. You may not distribute, modify, adapt, translate, or prepare derivative works from, decompile, reverse engineer, or disassemble the Udandy.com materials or otherwise attempt to derive source code from any Udandy.com materials. You will not remove or obscure any Udandy.com copyright or trademark notice or other rights notices used by Udandy.com the Partnership Program. All rights not expressly granted hereunder are reserved by Udandy.com.
3 .Opt-In Member information gives Udandy.com the right to send you emails about Udandy.com and its products. By signing up you are opting in for marketing information.
4. Payment. During your participation in the Membership/Partnership program, You agree to pay Udandy.com a fee. Udandy.com accepts payment by all major credit cards and charge cards. Udandy.com may change its pricing and/or payment structure at any time. If you dispute any payment made under the Membership/Partnership Program, You must notify Udandy.com in writing within thirty (30) days of any such payment; to Udandy.com at 6223 Ordaz Avenue #101 Henderson, Nevada 89011 failure to notify Udandy.com shall result in you waiving any claim relating to any such disputed payment. Payment shall be calculated solely based on records maintained by Udandy.com. No other measurements or statistics of any kind shall be accepted by Udandy.com or have any effect under this Agreement.
5. No Guarantee. Udandy.com makes no guarantee regarding the number of transactions or other revenue-generating activities or the timing or availability of coupons/discounts to mobile under this agreement. In addition, Udandy.com makes no guarantee that your coupons/discounts to mobile will be listed on the Udandy.com page such listings are determined by an algorithm of ratings, clicks, views and other metrics that are generated by consumer participation and input.
6. Termination. This Agreement is effective immediately after you assent to these Terms & Conditions by clicking on the opt-in box located at the end of this Agreement. You may end your participation in the Membership/Partnership Program at any time, with or without cause, by deleting your online account within the "My Account" page. You may terminate this Agreement at any time by sending written notice (including by email) to support@udandy.com or by mail r by sending a written notice to Udandy.Inc at 6223 Ordaz Avenue #101 Henderson, Nevada 89011 The Agreement will be deemed terminated within thirty (30) days of receipt of such notice. Udandy.com may at any time, in its sole discretion, terminate all or any part of the Membership/ Partnership Program, terminate this Agreement, or suspend or terminate your participation in all or any part of the Partnership Program for any reason.
7. Indemnity. You agree to indemnify, defend and hold Udandy.com, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (collectively "Indemnified Person(s)") harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to, or which may arise from your use of the membership/partnership program, the website, and/or your breach or alleged breach of any term of this Agreement.
8. Representations and Warranties. You represent and warrant that (a) all of the information provided by "You" to Udandy.com to enroll in the Membership/Partnership Program is correct and current; (b) You have all necessary right, power, and authority to enter into this Agreement and to perform the acts required of You hereunder; (c) You have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation the CAN-SPAM Act of 2003 and the Children's Online Privacy Protection Act of 1998 and any relevant data protection or privacy laws) in Your performance of any acts hereunder; and (d) You will honor all Mobile (Text/SMS) Coupons/Discount to mobile created by "You" or pursuant to your request that are in circulation through that Coupon's valid date. Neglecting to honor such Coupon(s)/Mobile discounts may result in suspension or deletion of your account without refund, in addition to any other remedies available at law. Notwithstanding the foregoing, you shall have the ability to pause, delete, or edit Your Coupon(s) at anytime, but you must honor all valid coupons/discounts to mobile currently in circulation.
9. No Warranty. Udandy.com makes no warranty of any kind, whether express, implied, statutory or otherwise, including without limitation the warranties of merchantability, fitness for a particular purpose or use and non-infringement.
10. Limitation on Liability. Except for indemnification or confidentiality obligations hereunder, in no event will either party be liable to the other party for any special, incidental, indirect or consequential damages, whether based on breach of contract, tort (including negligence) or otherwise, whether or not that party has been advised or should know of the possibility of such damage and notwithstanding the failure of essential purpose of any limited remedy Udandy.com' liability under this agreement shall be limited to an amount no greater than the total of all amounts paid by you hereunder. Each party acknowledges that the other party has entered into this agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties.
11. General. The laws of the State of Nevada, except for its conflicts of laws principles, shall govern this Agreement. Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated in Clark County, Las Vegas, Nevada. You hereby consent to personal jurisdiction in such forum and waive any objection to such venue. The parties specifically exclude from application to the Agreement the Uniform Computer Information Transactions Act. This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof. Any modifications to this Agreement must be made in a writing executed by both parties, by your online acceptance of updated terms, or your continued participation in the membership/partnership program after such terms have been updated by Udandy.com. The failure to require performance of any provision shall not affect a party's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any provision herein is held unenforceable, then such provision will be modified to reflect the parties' intention, and the remaining provisions of this Agreement will remain in full force and effect. You may not resell, assign, or transfer any of your rights hereunder, whether by operation of law or otherwise. Udandy may assign this Agreement to any affiliate or successor in interest at any time without notice. The parties understand and agree that each party is an independent contractor in the performance of each and every part of this Agreement and is solely responsible for all of its employees and agents and its labor costs and expenses arising in connection therewith. Neither party (nor any agent or employee of that party) is the representative of the other party for any purpose and neither party has the power or authority as agent, employee or any other capacity to represent, act for, bind or otherwise create or assume any obligation on behalf of the other party for any purpose whatsoever. Any delay in or failure of performance by either party under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any occurrence beyond the reasonable control of such party including, but not limited to, acts of God, acts of civil or military authority, fires, floods, earthquakes, environmental conditions, riots, wars, sabotage, strikes or labor disputes, failure of power, theft, failure of telecommunications lines or compliance with any law, regulation, or order (whether valid or invalid) of any governmental body.
