ULTIMATE TRIBUTES TERMS AND CONDITIONS
The online tribute services agreement (the "Agreement") is made between Ultimate
Tributes LLC, an Oklahoma limited liability company, and you, the Customer.
Services, Products and Charges. By entering into this Agreement you agree to order the tribute products and services indicated (the "Tribute") with respect to the person(s) identified (the "Subject"), and to pay the charges indicated (the "Charges"). Unless otherwise indicated, all Charges are non-refundable. We reserve the right to change the future availability and pricing of the products and services offered by us, including products and services relating to updating and supplementing previously posted materials concerning the Subject.
Right to Use Contents. You represent that you own, or have received written permission to use, all materials (the "Materials") submitted for inclusion, presentation or display in the Subject's Tribute in accordance with this Agreement, and you grant to us a perpetual, royalty-free license to display the Materials in the Subject's Tribute on our web site, on any applicable service provider's web site and on a kiosk, if applicable. We reserve the right, in our sole discretion, to reject or refuse to publish, present or otherwise display any and all Materials submitted by you, which we determine to be inappropriate or unsuitable.
Indemnification. You agree to review the form, substance and content of all Materials submitted for inclusion, presentation or display in the Subject's Tribute and to notify us in writing within thirty (30) days from the date of this Agreement describing in reasonable detail any deviation from or error in the Subject's Tribute from the Materials that were submitted by you. Upon your notification, we will use reasonable efforts to conform the Subject's Tribute to the submitted Materials. Failure to notify us within such time period will serve as a full and complete waiver by you of any and all claims you may have relating to the Subject's Tribute, and you agree to assume full and complete responsibility for the form, substance and content of all Materials. You agree to indemnify and hold us, and each of our affiliates, and their respective officers, employees, and representatives harmless from and against any and all claims, losses, obligations, liabilities, damages, deficiencies, judgments, costs and expenses arising out of or relating to any and all Materials submitted by you and the use thereof as contemplated by this Agreement, including, without limitation, claims regarding violations of third party copyrights, confidentiality or secrecy rights or other proprietary interests, even if it is established that we were partially negligent or otherwise at fault. The provisions of this paragraph shall survive termination of this Agreement.
Termination. We may terminate this Agreement at any time in the event of: (i) a disagreement between you and us concerning any Materials requested to be included within the Subject's Tribute; (ii) your failure to pay any Charges when due; or (iii) at any time, in our sole discretion, upon written notice to you. You may terminate this Agreement at any time, but this will not affect any of your prior obligations. If this Agreement is terminated, no refund of the Charges will be made unless we terminate this Agreement within year one of your purchase date.
Limited Warranty or Limitation of Liability. WE WARRANT THAT THE CONTENT OF THE SUBJECT'S TRIBUTE WILL BE CONSISTENT WITH THE MATERIALS SUBMITTED FOR INCLUSION, PRESENTATION OR DISPLAY THEREIN BY YOU. IN THE EVENT OF A BREACH OF THIS WARRANTY, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE AS SET FORTH ABOVE UNDER "INDEMNIFICATION." EXCEPT FOR THE FOREGOING LIMITED WARRANTY AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL RESPONSIBILITY FOR THE CONTENT OF THE SUBJECT'S TRIBUTE. WE DO NOT WARRANT AGAINST SERVICE INTERRUPTIONS OR ANY ERRORS IN THE DISPLAY OR PRESENTATION OF THE SUBMITTED MATERIALS. FURTHERMORE, WE GIVE NO WARRANTIES REGARDING YOUR INTERNET ACCESS, COMPUTER EQUIPMENT COMPATIBILITY OR SOFTWARE CONFIGURATIONS. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.
IN NO EVENT WILL WE BE LIABLE TO YOU, ANY AUTHORIZED PERSON OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN IF ONE OF OUR REPRESENTATIVES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE DAMAGES AGAINST US OR OUR LIABILITY EXCEED THE CHARGES PAID BY YOU HEREUNDER. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
Assignment. We may assign this Agreement at any time without your prior consent. This Agreement shall be binding upon the successors, permitted assigns, heirs and executors of the parties hereto.
Governing Law. This Agreement and the performance hereunder shall be governed by and construed in accordance with the laws of the state in which this Agreement has been executed, without reference to such state's choice of law provisions.
Arbitration. You agree that any dispute, controversy or claim arising out of or relating to this Agreement shall be submitted to and finally resolved by mandatory and binding arbitration in accordance with rules of the American Arbitration Association. The arbitration shall be conducted by one arbitrator selected by mutual agreement of the parties and shall occur in the city or county in which this Agreement was executed. The prevailing party in any such arbitration shall be entitled to recover its reasonable costs and attorney fees as part of any award entered therein, and judgment may be entered upon any arbitration award in any court having jurisdiction.
Entire Agreement. This Agreement, together with all exhibits and order forms attached hereto and incorporated herein, contains all terms, which have been agreed upon by you and us regarding the services described herein. This Agreement replaces all other discussions and agreements, whether oral or written. No subsequent discussion or agreement can change the terms of this Agreement unless it is in writing and signed by both parties.