Order Cancellations
Ultrapulp reserves the right to cancel any order for an Original Work of Art or Printed Work placed via the Services if Ultrapulp determines, in its reasonable discretion, that the item is mispriced, out of stock, discontinued, or otherwise unavailable at the price listed via the Services. If Ultrapulp cancels an order placed via the Services, Ultrapulp will send you an email confirmation of such cancellation and you will not be charged for your order.
Terms for both Sellers and Purchasers
Transaction Restrictions
If you are a Member and have submitted a listing for an Original Work of Art or a Digital Work and have been contacted through the Services by another Member with respect to purchasing either of the foregoing, or a similar work or custom piece related to a listed work of art, you may not sell such Original Work of Art or Digital Work to such Member independent of Ultrapulp and the Services. Similarly, if you are a Member and desire to purchase an Original Work of Art or Digital Work for which another Member has submitted a listing, or a similar work or custom piece related to a listed work of art, you may not purchase such Original Work of Art or Digital Work from such Member independent of the Ultrapulp and the Services. Violation of this provision may result in the termination of your Member account as an artist or buyer, in addition to any other remedies available to Ultrapulp including, without limitation, injunctive or other appropriate relief.
Taxes
All prices, commissions, fees and other amounts referred to in these Terms, including any prices, commissions and fees set forth on the Services, are stated in U.S. dollars and do not include any sales, use, value added (“VAT”), goods and services (“GST”) or similar taxes or withholding taxes or any customs, duties or tariffs that may be assessed by any governmental tax authority or that are otherwise payable under applicable law with respect to the purchase, sale and licensing transactions contemplated hereunder (collectively, “Taxes”). If you are a seller of Original Works of Art and/or Printed Works, you acknowledge that Ultrapulp will withhold the Taxes required to be withheld from the payments Ultrapulp makes to you. Seller must fill out appropriate Tax forms prior to any amounts being paid, as follows:
- For an artist living within the United States, a W9 Tax Form must be filled out for both the sale of an Original Work of Art or Printed Work.
- For an artist living outside the United States, a W8BEN Tax Form must be filled out for Original Works of Art and Printed Works.
If you are a purchaser of Original Works of Art and/or Printed Works, you acknowledge that Taxes including VAT will be added to the amounts charged, when required or when allowed to do so. Each party will be responsible for complying with any and all obligations imposed on it under applicable law with respect to the collection and payment of any Taxes including VAT. Each party will cooperate with the other party, and furnish the other party with any customary written documentation or forms required under applicable law to enable the other party to comply with such obligations or to exercise any rights available under applicable law to minimize or to qualify for an exemption from any such obligations.
Color
You understand and agree that Ultrapulp uses commercially reasonable efforts to display the colors of Original Works of Art, Digital Works and Printed Works accurately via the Services. However, because individual computer monitors may display colors differently, Ultrapulp is not responsible for the color accuracy of any Original Works of Art, Digital Works or Printed Works displayed on the Services, and disclaims all liability in this regard.
Member Content
In addition to submitting listings for Original Works of Art and Digital Works, Ultrapulp may, in its sole discretion, designate areas of the Services in which Members can post, upload, publish or submit text, graphics, audio, video, images of works of art or other content on or to the Services (individually or collectively, “Member Content”). “Member Content” excludes any images of Original Works of Art or Digital Works for which a Member submits a listing, as described under “Seller Terms and Conditions” above. Ultrapulp does not claim any ownership rights in any such Member Content and nothing in these Terms will be deemed to restrict any rights that a Member may have to use and exploit any such Member Content. By making available any Member Content on or through the Services, (i) you grant Ultrapulp a worldwide, nonexclusive, transferable, royalty-free, commission-free license to crop, resize, publicly display, publicly perform, distribute, broadcast and transmit such Member Content on or through the Services in any form, medium or technology now known or later developed, for the purpose of promoting Ultrapulp, the Services, and (ii) you grant directly to other Members the right and license to view your Member Content on or through the Services only in connection with such Member’s authorized use of the Services. You reserve all other rights and licenses in and to any Member Content that you make available on or through the Services.
You acknowledge and agree that you are solely responsible for any Member Content that you make available on or through the Services. You represent and warrant that: (i) you are the sole and exclusive owner of all Member Content that you make available on or through the Services or that you have all rights, licenses, consents and releases that are necessary to make available such Member Content and to grant all rights and licenses in such Member Content as granted under these Terms; and (ii) neither the Member Content nor your making available any Member Content on the Services nor any use of any Member Content as permitted under these Terms will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
Ultrapulp Content
Ultrapulp may also make available through the Services text, graphics, audio, video and images of works of art (collectively, “Ultrapulp Content”), some of which is owned by Ultrapulp (“Ultrapulp-owned Content”), and some of which is made available under license by a third party (“Ultrapulp-licensed Content”). Ultrapulp authorizes you to download, view and print Ultrapulp-owned Content solely for your personal use in visiting the Services and, if you are a Member, in connection with exercising the rights granted to Members under these Terms. For Ultrapulp-licensed Content, the scope of your rights thereto will be solely as set forth in the applicable license agreement that governs the use of such content, as identified on the Services where such content appears. Nothing in these Terms is intended to modify, restrict or limit the scope of your rights as to such Ultrapulp-licensed Content. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Ultrapulp or its licensors, except for the licenses and rights expressly granted in these Terms.
General Prohibitions
You agree not to do any of the following:
- Post, upload, publish, submit or transmit any text, graphics, images, software, music, audio, video, information or other material that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, intellectual property rights or other third party rights; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; (vii) harms minors in any way; or (viii) promotes illegal or harmful activities, products or substances.
- Use, display, mirror or frame the Services, or any individual element within the Services, Ultrapulp’s name, any Ultrapulp trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Ultrapulp’s express written consent;
- Access, tamper with, or use non-public areas of the Services, Ultrapulp’s computer systems or network, or the technical delivery systems of Ultrapulp’s providers;
- Attempt to probe, scan or test the vulnerability of any Ultrapulp system or network or breach any security or authentication measures;
- Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Ultrapulp or any of Ultrapulp’s providers or any other third party (including another user) to protect Services, Ultrapulp Content or Member Content;
- Attempt to access or search Services, Ultrapulp Content or Member Content or download Ultrapulp Content or Member Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Ultrapulp or other generally available third party web browsers;
- Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
- Use any meta tags or other hidden text or metadata utilizing a Ultrapulp trademark, logo URL or product name without Ultrapulp’s express written consent;
- Use Services, Ultrapulp Content or Member Content for any commercial purpose or the benefit of any third party in any manner not otherwise permitted by these Terms;
- Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use Services, Ultrapulp Content or Member Content to send altered, deceptive or false source-identifying information;
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services, Ultrapulp Content or Member Content;
- Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
- Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
- Impersonate or misrepresent your affiliation with any person or entity;
- Violate any applicable law or regulation; or
- Encourage or enable any other individual to do any of the foregoing.
Ultrapulp will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Ultrapulp may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that Ultrapulp has no obligation to monitor your access to or use of the Services or to remove any Member Content, but has the right to do so for the purpose of operating the Services, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Ultrapulp reserves the right, at any time and without prior notice, to remove or disable access to any Member Content, listings for Original Works of Art or Digital Works, Ultrapulp Content or any other text, graphics, images, software, music, audio, video, information or other content or material that Ultrapulp, at its sole discretion, considers to be objectionable, in violation of these Terms or otherwise harmful to the Services.
RESALE TERMS AND CONDITIONS
On every sold artwork, an option will be displayed next to the artwork that says, “Make an Offer” that allows buyers to submit a bid. If the artist deletes the work from the site, it is no longer eligible for resale offers.
Resellers
The resale offer option will be displayed on all sold artworks. If someone makes an offer on an artwork that you have purchased through Ultrapulp, you will be contacted by Ultrapulp via email with the offer price as well as detailed instructions on how to move forward if you agree to sell. If you do not wish to accept the offer presented to you, you’re welcome to decline the offer. Should you decide to accept the offer, a member from our team will work closely with you through every step to the process.
- Your earnings: You will earn a portion of the offer amount net the artist’s resale payment (see below).
- Shipping and Handling: You are responsible for packaging, labeling, and coordinating pickup or drop-off with a courier. In addition, we allow sellers to arrange a pickup or drop-off with one of Ultrapulp’s couriers. You are required to deliver the artwork in the same condition and materials as described in the artwork description online or as discussed and agreed upon with Ultrapulp’s advisory team.
- Certificate of Authenticity: Reseller is required to deliver any certificate of authenticity that accompanied the artwork in the original purchase.
Offer Buyers
On every artwork, you’ll see an option next to the artwork that says, “Make an Offer.” Proceed through the steps to confirm your offer. Once you have made your offer one of our curators will contact you to facilitate this process. If your offer is accepted, we will work with you to handle payment and logistics.
- The offer form does not require registration or payment information. It simply collects your offer amount, personal message, and contact information (name, email).
- All resale orders are final unless the artwork arrives damaged. In the event of damaged artwork, the order will undergo the same refund process as with any regular order. If the work is determined to be beyond repair or restoration, then you will be eligible for a refund.
- In addition to the agreed upon price, additional costs such as shipping, customs/duties, and Taxes including VAT may be applied thereafter. All such costs will be clearly communicated to buyers before collecting payment.
- Once you have confirmed you would like to proceed, you will need to provide your payment information before we process your purchase.
- If your offer is declined by the owner of the artwork, you agree that a curator may contact you to let you know and to help find similar works or facilitate a commission by the same artist.
- You cannot apply any promotional discounts to your offer.
Sweepstakes and Contests
Ultrapulp may operate sweepstakes, contests and similar promotions (collectively, “Promotions”) through the Services. You should carefully review the rules (e.g., the “Official Rules”) of each Promotion in which you participate through the Services, as they may contain additional important information about Ultrapulp’s rights to and ownership of the submissions you make as part of the Promotions and as a result of your participation in such Promotions. To the extent that the terms and conditions of any Official Rules conflict with these Terms, the terms and conditions of the Official Rules will control.
Ultrapulp’s Intellectual Property
The Services and Ultrapulp Content are protected by copyright, trademark and other laws of the United States and foreign countries. Except as expressly provided in these Terms, Ultrapulp and its licensors exclusively own all right, title and interest in and to the Services and Ultrapulp Content, including all associated intellectual property rights. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Ultrapulp Content.
Copyright Policy
Ultrapulp respects copyright law and expects its users to do the same. It is Ultrapulp’s policy to terminate in appropriate circumstances of Members or other Account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Ask for Ultrapulp’s Copyright Policy at for further information.
Links
The Services may contain links to third-party websites or resources. You acknowledge and agree that Ultrapulp is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Ultrapulp of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
Termination and Account Cancellation
If you breach any of these Terms, Ultrapulp will have the right to suspend or disable your Account or terminate these Terms, at its sole discretion and without prior notice to you. Ultrapulp reserves the right to revoke your access to and use of the Services, Ultrapulp Content and Member Content at any time, with or without cause. In the event Ultrapulp terminates these Terms for your breach, you will remain liable for any amounts due hereunder. You may cancel your Account at any time by sending an email to contact at ultrapulp.com
Fees
Ultrapulp reserves the right at any time to charge fees for access to the Services, or any portion thereof. However, in no event will you be charged for access to the Services unless we obtain your prior agreement to pay such charges. You may cancel your Account at any time. You agree to pay all charges that may be incurred by you or on your behalf through the Services, at the price(s) in effect when such charges are incurred. In addition, you remain responsible for any and all Taxes including VAT that may be applicable to your purchase(s), and you agree that such Taxes including VAT, if any, are not our responsibility.
Payments
If you wish to purchase an Original Work of Art or Printed Work, or any other product or service via the Services, you may be asked by us or our designee to supply certain information relevant to your purchase, including, without limitation, credit card number, expiration date, billing address, VAT ID, and shipping information. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY CREDIT CARD(S) OR OTHER PAYMENT MEANS USED BY YOU OR THROUGH YOUR ACCOUNT FOR ANY SUCH PURCHASE. You acknowledge that any such information will be treated by us in accordance with our Privacy Policy. You grant us the right to provide such information to third parties in order to facilitate the completion of transactions initiated by you or on your behalf through the Services. Verification of information may be required prior to acceptance of any order through the Services.
Changes
We reserve the right, with or without prior notice, to: change descriptions or references to artworks, products, subscriptions, software or services; limit the available quantity of any artworks, products, subscriptions, software, or services; honor, or refuse to honor, any coupon, coupon code, promotional code or other similar promotions; and/or refuse to provide any user of the Services with any products, subscriptions, software or services. We may modify any points, rewards, or the terms that govern their usage, at our sole discretion, and such modifications may make the points or rewards more or less common, valuable, effective, or functional.
Disclaimers
THE SERVICES, ULTRAPULP CONTENT AND MEMBER CONTENT ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, ULTRAPULP EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. ULTRAPULP MAKES NO WARRANTY THAT THE SITE, SERVICES, ULTRAPULP CONTENT OR MEMEBR CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. ULTRAPULP MAKES NO WARRANTY REGARDING THE QUALITY OF ANY WORKS, SERVICES, CONTENT OR PRODUCTS PURCHASED OR OBTAINED THROUGH THE SERVICES OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SITE OR SERVICES.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ULTRAPULP OR THROUGH THE SITE OR SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. NO ACTION SHOULD BE TAKEN OR PURCHASE MADE BASED UPON ANY OF THE INFORMATION CONTAINED IN THE SERVICES. YOU SHOULD SEEK INDEPENDENT ADVICE FROM A PROFESSIONAL AND/OR A PERSON WHO IS KNOWLEDGEABLE IN THE APPLICABLE AREA BEFORE ACTING UPON ANY OPINION, ADVICE, OR INFORMATION CONTAINED IN THE SERVICES.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER MEMBERS OR USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES. YOU UNDERSTAND THAT, EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, ULTRAPULP DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF MEMBERS OR OTHER USERS OF THE SERVICES, NOR DOES ULTRAPULP MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF ANY MEMBERS OR USERS OF THE SERVICES. ULTRAPULP MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER MEMBERS OR USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.
Indemnity
You agree to defend, indemnify, and hold Ultrapulp, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Services, Ultrapulp Content or Member Content, or your violation of these Terms.
Limitation of Liability
You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Services, Ultrapulp Content and Member Content remains with you. Neither Ultrapulp nor any other party involved in creating, producing, or delivering the Services, Ultrapulp Content or Member Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with these Terms or from the use of or inability to use the Services, Ultrapulp Content or Member Content, or from any communications, interactions or meetings with other Members or users of the Services or other persons with whom you communicate or interact as a result of your use of the Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Ultrapulp has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose.
In no event will Ultrapulp’s aggregate liability arising out of or in connection with these Terms or from the use of or inability to use the Services, Ultrapulp Content or Member Content exceed: (i) if you are a Member who has sold Original Works of Art or has licensed Digital Works and has received any Artist Revenue Share from Ultrapulp from the sale of Printed Works, the total payments made or credited to you by Ultrapulp for the sale of your Original Works of Art and/or from the sale of Printed Works based on your licensed Digital Works during the three (3) month period preceding the date a claim for liability arises under these Terms; and (ii) if you are a Member who has purchased Original Works of Art or Printed Works, the total payments that you made to Ultrapulp for the Original Works of Art and/or Printed Works that are the subject of a claim. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Ultrapulp and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.
Proprietary Rights Notices
All trademarks, service marks, logos, trade names and any other proprietary designations of Ultrapulp used herein are trademarks or registered trademarks of Ultrapulp or its licensors. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
RESOLUTION OF DISPUTES
Governing Law and Jurisdiction
These Terms will be governed by the laws of the State of California, without regard to conflict of law provisions. You and we expressly agree that any claim or dispute must be resolved exclusively by a state or federal court or arbitration located in Los Angeles County, California, except as described in the Agreement to Arbitrate below or as otherwise mutually agreed by the parties.
Informal Resolution
It is our goal that the Services meet your expectations and provide excellent service. However, there may be instances when you feel that we have made a mistake or left you disappointed in some way. In those instances, we are committed to working with you to reach a reasonable resolution that satisfies you; however, we can only do this if we know about and understand your concern. Therefore, for any problem or dispute that you may have with us, you acknowledge and agree that you will, as an initial matter, email us at legal@leafgroup.com to describe to us the nature of your complaint or dissatisfaction. This should lead to resolution, but if for some reason your problem or dispute is not resolved satisfactorily within thirty (30) days after our receipt of your written description of it, you agree to the further dispute resolution provisions below. To the extent permitted by applicable law, the informal resolution process described in this paragraph is a precondition to pursuing any other process, so please do not forget to contact us first.
Mutual Agreement to Arbitrate
PLEASE READ THIS AGREEMENT TO ARBITRATE CAREFULLY TO UNDERSTAND YOUR RIGHTS. BY ELECTING ARBITRATION, YOU AND WE AGREE TO ARBITRATE ANY CLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, UNLESS YOU OPT-OUT. YOU AND WE AGREE THAT ALL SUCH CLAIMS WILL BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT AS A PROPOSED CLASS ACTION. WHETHER OR NOT YOU OPT-OUT, HOWEVER, YOU ARE GIVING UP A RIGHT TO A TRIAL BY JURY. YOU AND WE UNDERSTAND THAT DISCOVERY AND APPEAL RIGHTS ARE MORE LIMITED IN ARBITRATION.
The arbitrator, and not any federal, state, local, or other court or agency, WILL have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of THESE TERMS AND this Agreement to arbitrate, including but not limited to, any claim that all or any part of THESE TERMS OR this Agreement to Arbitrate is void or voidable.
You and we agree that, except as expressly set forth below, the sole and exclusive forum and remedy for any and all disputes and claims that cannot be resolved informally and that relate in any way to or arise out of your use of the Services and these Terms or to any products or services sold or distributed through the Services, will be final and binding arbitration, except to the extent that either party has, in any manner, infringed upon or violated, or threatened to infringe upon or violate, the rights of either party or any third party’s patent, copyright, trademark, trade secret, privacy or publicity rights or is seeking to vindicate public rights, in which case both sides acknowledge that arbitration is not an adequate remedy and that injunctive or other appropriate relief may be sought by either party and/or the applicable third party(ies) on an individual basis in a court located in Los Angeles County, California. You and we acknowledge that this Agreement to Arbitrate affects interstate commerce and that the Federal Arbitration Act and federal arbitration law apply to arbitrations under this Agreement to Arbitrate (despite any other choice of law provision). As a limited exception to this mutual Agreement to Arbitrate, you and we agree that either party may take claims to small claims court, if the claims qualify for hearing by such court.
To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent.
US Claims
For users in the United States, the arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at adr.org/consumer or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules.
Non-US Claims
For users outside of the United States, any controversy or claim arising out of or relating to these Terms, or the breach thereof, will be determined by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Expedited Procedures (“ICDR Expedited Procedures”). The arbitration will be decided by a sole arbitrator appointed in accordance with the ICDR Expedited Procedures.
Means and Fees
In the interest of efficiency and fairness, you and we agree that the arbitration proceeding will be based solely on written submissions, unless the arbitrator deems an oral hearing strictly necessary. Should the arbitrator deem an oral hearing to be necessary, such hearing will be conducted via telephone or other electronic or technical means, or if that’s not possible, in person in the jurisdiction where you reside or at another mutually agreed upon location. The language of the arbitration will be English or, for users who reside outside of the U.S., the official language of your jurisdiction. The arbitrator’s award will be final and binding, and judgment may be entered upon it by any court having jurisdiction thereof. Each party will have the right to use legal counsel in connection with arbitration at its own expense. If you initiate arbitration, we will reimburse you for filing, administration and arbitrator fees for claims totaling less than USD $10,000, unless the arbitrator determines the claims are frivolous. We are not responsible for reimbursing you for costs incurred by you for legal counsel, travel or other out-of-pocket costs or expenses. We will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.
Right to Opt-Out
YOU HAVE A RIGHT TO OPT-OUT OF THIS AGREEMENT TO ARBITRATE by sending an email to contact at ultrapulp.com or by mailing us, postage prepaid. Attention: Legal Department. Such opt-out must be given within the earlier of thirty (30) days of approving your first purchase of products on the Services or your first upload of artwork to the Services or if we make any changes to this Agreement to Arbitrate which alter your rights, within thirty (30) days after the effective date of such revision to this Agreement to Arbitrate. Any opt-out received after such deadline will be ineffective and this Agreement to Arbitrate will remain in full force and effect, except as expressly provided above. If you opt-out of this Agreement to Arbitrate, we also will not be bound by the terms of this Agreement to Arbitrate.
Class Action Waiver
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATION OR OTHER CLAIM UNDER THESE TERMS WILL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICES, AND NO CLASS, COLLECTIVE, AND/OR REPRESENTATIVE ARBITRATION PROCEEDINGS WILL BE PERMITTED. In the event that this CLASS ACTION WAIVER is deemed unenforceable with respect to any particular claim otherwise subject to arbitration, then that claim will not proceed in arbitration but rather will be resolved in a court of competent jurisdiction. If that occurs, however, this Agreement to Arbitrate and this Class Action Waiver still will be fully enforceable as to all other claims, which must be resolved in arbitration on an individual basis.
Waiver of Trial by Judge or Jury
YOU AND WE AGREE AND UNDERSTAND THAT BY USING ARBITRATION TO RESOLVE DISPUTES YOU AND WE ARE GIVING UP ANY RIGHT THAT YOU OR WE MAY HAVE TO A JUDGE OR JURY TRIAL WITH REGARD TO ALL CLAIMS SUBJECT TO THIS AGREEMENT TO ARBITRATE. YOU AND WE FURTHER AGREE THAT ANY CLAIM HEARD IN A COURT OF COMPETENT JURISDICTION WILL BE HEARD BY A JUDGE INSTEAD OF A JURY, EXCEPT WHERE A JURY TRIAL WAIVER IS NOT PERMISSIBLE UNDER APPLICABLE LAW.
>Limitation of Actions
You and we agree that regardless of any statute or law to the contrary, any claim of cause of action arising from or relating to use of the Services, or these Terms must be filed within one (1) year after such claim or cause of action arose, or will be forever barred.
Notice for California Users
Under California Civil Code Section 1789.3, California users of the online services are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.
Users from Other Jurisdictions
The Services are controlled and operated by Ultrapulp from the United States. We do not represent or warrant that the Services, or any part thereof, are appropriate or available for use in any particular jurisdiction. Those who choose to access the Services, do so on their own initiative and at their own risk, and are responsible for complying with all local laws, rules and regulations. You also are subject to United States export controls in connection with your use of the Services and are responsible for any violations of such controls, including, without limitation, any United States embargoes or other federal rules and regulations restricting exports. We may limit the availability of the Services, in whole or in part, to any person, geographic area or jurisdiction that we choose, at any time and in our sole discretion.
Entire Agreement
These Terms constitute the entire and exclusive understanding and agreement between Ultrapulp and you regarding the Services and these Terms supersede and replace any and all prior oral or written understandings or agreements between Ultrapulp and you regarding the Services.
Assignment
You may not assign or transfer these Terms, by operation of law or otherwise, without Ultrapulp’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Ultrapulp may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Notices
Any notices or other communications permitted to required hereunder, including those regarding modifications to these Terms, will be in writing and given: (i) by Ultrapulp via email (in each case to the address that you provide) or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
General
The failure of Ultrapulp to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Ultrapulp. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
Contacting Ultrapulp
If you have any questions about these Terms, please contact Ultrapulp at contact at ultrapulp.com
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