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Terms & Conditions

Last updated: July 7th, 2023

Welcome to UltimateKidsExperience!

DEFINITIONS

“UKE”, “We”, “Our”, or “Us” shall mean Ultimate Kids Experience, LLC. which owns and operates the 3rd Party Web Based Platform “Ultimate Kids Experience,” an online platform offering premium activities and experiences packages (both virtually and in-person) through its contracted providers for Customers on the web site located at URL: https://www.ultimatekidsexperience.com.

 

“You”, “Your” or “User” shall mean the person or individual who uses the UKE Platform at any time for any reason whatsoever.

 

“Platform” shall mean the 3rd Party Web Based Platform “Ultimate Kids Experience,” located on the web site URL: https://www.ultimatekidsexperience.com.

“Service” or “Use” shall mean the use of the UKE Platform itself and the process by which UKE provides a schedule for Package Offers available to You and other Customers, reserves Package Offers for You and other Customers through the use of the Platform, and Your engagement with UKE through its Providers through Booking and the Use of the Site, and the “Service” or “Use” includes (a) the Site, (b) the system, tools and services provided by UKE through the Site, and (c) all software, data, text, images, sounds, video, and content made available through the Site or Service (collectively referred to as the “Content”), and the “Service” or “Use” includes (a) the Site, (b) the system, tools and services provided by UKE through the Site, and (c) all software, data, text, images, sounds, video, and content made available through the Site or Service (collectively referred to as the “Content”). Any new features added to or augmenting the Service are also subject to these Terms of Use.

“Customer” shall mean a child(ren), whom, through his or her biological parent or legal guardian, or any person over the age of eighteen (18), books a Package Offer provided by Provider through the use of the UKE Platform.

 

“Provider(s)” shall mean UKE’s contracted Provider(s) which provide their Experiences to Customers upon Booking through use of the Platform.

 

“Package Offer” shall mean a group of Sessions of which the description, price and dates of service have been mutually agreed upon between UKE and one of its contracted Providers, to be offered on the UKE Platform to Customers for Booking.

 

“Recap Grid”, shall mean a brief summary of a Package Offer that is posted on the Platform, which includes the name of the Experience, the minimum and maximum attendance requirement for the Package Offer, whether a waiting list is available to Customers, the age range, the number of Sessions, the timeframe of Sessions, the price of the Package Offer, the dates and timeframe of each Session, and the payment and cancellation conditions.

 

“Session” or “Experience” shall mean any singular activity or experience offered and provided by one of UKE’s contracted Providers through the Platform which is booked by a Customer and which Customer participates in after Booking.

 

“Book” “Booking”, “Booked” shall mean the booking, including payment by Customer for a Package Offer on the UKE Platform.

 

 

 

Terms of Use

Ultimate Kids Experience, LLC (“UKE”, “Us” “We”) provides its Services (as more fully described below) to You (or Your or User) through its 3rd Party Web Based Platform “Ultimate Kids Experience” an online platform offering premium activities and experiences packages (both virtually and in-person) through its contracted providers for Customers located on the website located at URL: https://www.ultimatekidsexperience.com (the “Site” or “Platform”), and through its mobile application, social media channels or other similar or related software or technology based, subject to this Terms of Use agreement (as amended from time to time, the “Terms of Use”

The UKE Experience consists of the UKE Platform, which includes an online marketplace through which UKE’s contracted Service Providers (“Providers”) offers premium virtual or in person classes, activities or other experiences (both virtually and in-person) for sale to Customers, and same may purchase Package Offfers of such classes, activities or other experiences through use of the Platform. You acknowledge and agree that: (1) UKE is not a party to any agreements entered into between Providers and Customers, (2) UKE only provides a Platform through which to purchase these Package Offers located on the Platform, (3) Customer contracts directly Provider (4) UKE is not a broker, agent (except as expressly set forth below) or insurer, and (5) UKE disclaims any and all liability for the conduct of Providers, Customers, or any other User of the Site. Different sections of the Site and these Terms of Use shall apply to Providers and Customers differently, so please be sure to read these Terms of Use carefully. UKE’s responsibilities are limited to: (i) providing the Site as an online marketplace and platform to facilitate the sale and purchase of classes , activities and other experiences, and (ii) serving as the limited agent of each Provider for the purpose of accepting payments from a Customer (or the legal guardian if minor child) on behalf of the Provider. There are risks that you assume when dealing with other Users or Customers (including those who may be acting under false pretenses). While UKE strives to provide a safe and welcoming environment for its Users, you agree that all of these risks are ultimately borne by You, and not UKE. UKE does not control the behavior of Users or the quality of the class, activities or other experiences. As a result, UKE cannot guarantee the authenticity, quality, safety, legality, or appropriateness of the classes, activities or experiences.

By accepting these Terms of Use or by accessing or using the Services or Site, You acknwledge that You have read, understood, and agree to be bound by these Terms of Use. If You are entering into this Terms of Use Agreement on behalf of a minor-child, You represent that You have the authority to bind the minor child, or bind another person and in which case the terms “You” or “Your” shall refer to said minor child. If You do not have such authority, or if You do not agree with these Terms of Use, You must not accept these Terms of Use and may not use the Services.

UKE hereby reserves the right, at its sole discretion to revise, change, modify, update, add or remove portions of the Terms of Use at any time, with or without notice to You. All such revisions, changes, modifications, updates, or other changes to the Terms of Use will appear on the Site and be effective immediately. Please check these Terms of Use, available on the UKE Site, periodically for changes. Your continued use of the Services after the posting of any  revisions, changes, modifications, updates, or other changes to the Terms of Use will signify Your acceptance of those changes, whether or not you have reviewed them. If at any time you choose not to accept these Terms of Use, please do not use this Site.

Please read these Terms of Use carefully carefully, as they contain an agreement to arbitrate and other important information regarding your legal rights, remedies, and obligations. The agreement to arbitrate requires that you submit claims you have against us to binding and final arbitration, and further (1) you will only be permitted to pursue claims against UKE on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding, and (2) you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.

DESCRIPTION OF SERVICE

The “Service” or “Use” includes (a) the Site, (b) the system, tools and services provided by UKE through the Site, and (c) all software, data, text, images, sounds, video, and content made available through the Site or Service (collectively referred to as the “Content”). Any new features added to or augmenting the Service are also subject to these Terms of Use.

SCOPE OF AGREEMENT

         These Terms of Use cover Your use of the Services, including but not limited to, the process by which UKE provides a schedule for Package Offers available to You and other Customers, reserves Package Offers for You and other Customers through the use of the UKE Platform, and Your engagement with UKE through its Providers through Booking and the Use of the Site, and you agree that these Terms of Use apply to Your use of the Services.

By using the Service, You also consent and agree to the Terms of the UKE Privacy Policy, and all other UKE legal policies applicable to You or available on the Site.

UKE hereby reserves the right, at its sole discretion to revise, change, modify, update, upgrade, add to or discontinue the Services or any portion or feature thereof at any time, with or without notice to You. UKE also reserves the right to assign or transfer this Terms of Use Agreement, in whole or in part, without restriction. You agree that UKE will not be liable to You or to any third party for any modification, suspension or discontinuance of the Services.

REGISTRATION

You will be required to register with UKE in order to access and use any and all features of the UKE Platform (such as booking Package Offers) and the Services. If You are registering on behalf of a third party or company, by registering You agree that You have the requisite authority, by law, to register on behalf of such company. You must be of legal age to register for the Services.

 

If the Customer is under the age of eighteen (18) years old, You agree and acknowledge that You are the parent(s)/legal guardian(s) of the Customer and are entitled to the sole and complete custody, care and control of the Customer and, furthermore, entitled to contract or consent to this Terms of Service Agreement and register on behalf of the Customer, have read these Terms of Use and the Customer Agreement and agree to be bound by and in compliance with same, and are responsible with respect to the Customer’s use of the Service.

 

ACCOUNT, PASSWORD AND SECURITY

 

         You are responsible for creating Your account, including but not limited to the Username and Password required for access to the UKE Platform which can be created through use of the Site. You agree and acknowledge that Your login (Username and Password) may only be used by one (1) person – a single login shared by multiple people is not permitted. You may create separate logins (“Account Users”) for different Customers, but not multiple for a single Customer.

 

You represent that any information You provide during registration or at anytime thereafter is true, accurate and complete and that You will update all such information as necessary to maintain its truth, accuracy and completeness. Failure to do so shall constitute a material breach of these Terms of Use. Any and all data collected by UKE as a result of registration and other information UKE may collect about You shall be governed by UKE’s Privacy Policy.

 

You are responsible for maintaining the confidentiality of Your password and account, if one has been created through use of the Site, and are fully responsible for any and all activities that occur through the use of, or related to Your account, whether or not made with Your knowledge or authority. You further agree that You are solely responsible for Your secure use of the Service, including securing account authentication credentials, setting the necessary permission levels and taking any appropriate steps to securely store any data that You download from the Service.

 

You agree to (a) immediately notify UKE, or any of its representatives of any unauthorized use of your Username, Password, or account, or any other breach of security regarding same; and (b) ensure that you exit or log out of your account at the end of each sessions when accessing the Site. To the extent permitted by law, You indemnify and hold harmless UKE and its agents and employees from any and all claims, damages, losses, and expenses, including but not limited to attorneys’ and experts’ fees, arising out of the unauthorized use of your Username, Password, or account, or any other breach of security regarding same, Your failure to exit or log out of your account at the end of each sessions when accessing the Sitek or any other failure to comply with this section. UKE agrees to notify You by email of any and all changes that may/could affect Your UKE Account, until you unsubscribe from such email or successfully delete Your UKE Account through use of the Site.

 

GENERAL PRACTICES REGARDING USE AND STORAGE

You acknowledge that UKE may establish general practices and limits concerning use of the Site/Platform, including without limitation the maximum period of time that data or other content will be retained by UKE or the Site/Platform, and the maximum storage space that will be allotted on UKE’s servers on Your behalf. You agree that UKE has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the UKE or the Site/Platform. To the extent permitted by law, You indemnify and hold harmless UKE and its agents and employees from any and all claims, damages, losses, and expenses, including but not limited to attorneys’ and experts’ fees, arising out of the deletion or failure to store any data or other content maintained or uploaded by the UKE or the Site/Platform. You acknowledge that UKE reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that UKE reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

ONLINE CLASS OR ACTIVITY RECORDINGS:

         Only classes, activities or other experiences that take place through UKE’s video chat platform may be automatically recorded by UKE (“Session Recordings”). UKE values student, Customer and Provider privacy, and UKE’s use of Class Recordings is extremely limited. Specifically, Class Recordings are made available only to the Provider providing the class, activity or experience in question, in order to allow them to (1) provide a viewable copy to students or Customers who missed a Session, or who wish to review the Session Recording for their personal educational purposes; and (2) review the Session Recording personally in order to improve their experience. Please note that in some cases, classes, activities or experiences are taught by a Provider that is actually an organization, group, or team of instructors. In such cases, Session Recordings may be accessed by the organization, and access would not necessarily be limited to a single individual instructor. In addition, UKE reserves the right to use the Session Recordings to provide feedback to Providers, to improve Customer activities, classes or experiences, enhance Customer support, and for compliance purposes. UKE retains Sessions Recordings for Ninety (90) days after the date of the applicable Session, subject to our Privacy Policy, after which they are deleted. Notwithstanding the foregoing, UKE also reserves the right to delete Class Recordings earlier than ninety (90) days under the following circumstances: (a) upon the request of Customer (or if a minor, their Parent/Legal Guardian) for the deletion of their child’s personally identifiable information, or (b) upon the reasonable determination of UKE that a Class/Session Recording should be removed to protect the privacy of certain Users or because of violations of these Terms of Use. We will not use Session Recordings containing images of you (or your children) for promotional or any other purposes without your express written consent. By using the classes, activities or experiences, you consent to you and/or your child appearing in Class/Session Recordings for the limited purposes set forth above.

COMMUNITY STANDARDS

When You join the UKE community, You agree to follow UKE’s policies, including UKE’s community standards. Those expectations include thoughtful and professional communications with the UKE community (colleagues, parents, children), modeling appropriate behavior for UKE learners, and acting professionally. In addition, You agree to use social media, blogs, and other online forums, in an appropriate manner. Inappropriate behavior in any UKE-affiliated online forum includes, but is not limited to: behavior intended to provoke, bully, demean, or cause harm to others, or to create conflict; or any other posts or content that UKE, in its discretion, believes to be unconducive to a respectful and welcoming community for all. Inappropriate behavior in any online forum includes, but is not limited to: posting online or speaking to the media on UKE’s behalf without prior written authorization from UKE; posts that UKE, in its discretion, finds to be offensive or inappropriate based on race, sex, age, gender, sexual orientation, gender identity or expression, national origin, disability or medical condition, veteran status, or any other legally protected characteristic; derogatory, disparaging, or disrespectful comments about learners, Providers, parents, or UKE staff, even if the target is not identified by name; sharing any private material, communication, or information regarding parents of learners, including but not limited to students’ or parents’ names, photos, conversations, emails, student academic or performance information, screenshots of student work, or any other personal identifying information; posts that may be harmful to UKE’s ongoing business operations; sharing content that contains or promotes hate speech, threats of violence, or the endangerment of children; and any other violation of UKE’s community standards.

BOOKING

Customer Books Sessions or Package Offers by selecting same through use of the UKE Platform. More specifically, Customer logs onto the Platform, selects a Package Offer and makes payment for the Package Offer using the forms for taking payment made available to the Customer by UKE on the Platform.

PAYMENT TERMS

The Customer (or if minor child, the parent or legal guardian of the Customer) agrees to make payment for any and all Package Offers, classes, activities and other experiences through use of the Payment Section of the UKE Platform. Payment shall be made in the currency specified on the UKE Platform at the time of Customer’s Booking of the Package Offer, class, activity or other experience. Customer (or if minor child, the parent or legal guardian of the Customer) shall be responsible for any and all taxes associated with the Booking. Customer (or if minor child, the parent or legal guardian of the Customer) hereby authorizes UKE to process Customer (or if minor child, the parent or legal guardian of the Customer)’s payment upon confirmation of the purchase, and further agrees to pay any and all charges incurred with same. A dispute of any charge must be made in writing to UKE within thirty (30) days from the day UKE has processed the charge.

UKE will transer the agreed upon class, activity or other experience cost to Provider’s agreed upon account for each sale of a set of classes, activities or other experiences to the Customer (or if minor child, the parent or legal guardian of the Customer) within a reasonable period of time, minus UKE’s Experience fees (“UKE Fees”), according to the schedule and policies detailed in our Provider Services Agreement. In order to transfer funds to Provider’s account, Provider shall sign up for that account. UKE shall have full discretion to act on behalf of the Customer (or if minor child, the parent or legal guardian of the Customer), and to not transfer the class, activity or other experience cost to Provider, if Customer (or if minor child, the parent or legal guardian of the Customer) reports that the class(es), activit(ies) or other experienc(es) were not provided or adequately completed. This may include but is not limited to circumstances where a Provider did not arrive for a class, activity or other experience or a class, activity or other experience was of insufficient quality. UKE will independently review such case, seeking input from the Customer (or if minor child, the parent or legal guardian of the Customer) and/or Provider, and may decide, in its sole discretion, to issue a refund to the Customer (or if minor child, the parent or legal guardian of the Customer). All determinations of UKE with respect to a refund shall be final and binding on the Provider or Customer (or if minor child, the parent or legal guardian of the Customer).

Each Provider appoints UKE as the Provider’s limited payment limited payment collection agent solely for the purpose of accepting the Class or Activity costs from Customer (or if minor child, the parent or legal guardian of the Customer). Each User agrees that payment of class, activity or experience costs by a Customer (or if minor child, the parent or legal guardian of the Customer) to UKE, as that Provider’s limited payment collection agent, shall be considered the same as a payment made directly by such Customer (or if minor child, the parent or legal guardian of the Customer) to the relevant Provider and the Provider will provide the relevant classes, activities or experience to the Customer (or if minor child, the parent or legal guardian of the Customer), as outlined on the UKE Site, as if the Provider had received payment directly. UKE, as limited payment collection agent for the Provider, agrees to facilitate the payment of any class, activity or experience costs (less the UKE Fee) for Classes or Activities pursuant to these Terms & Conditions unless otherwise agreed between UKE and the Provider.

UKE reserves the right, at any time and at its discretion, to change any fees and any other pricing terms. Any changes shall be posted on the UKE website and will be effective immediately.

CANCELLATION POLICY

 

The class, activity or other experience is also defined as a “Package Offer” which consists of a few sessions (usually ranging from 4 to 12 sessions). The full payment for the Package Offer is required to be made (pursuant to the Payment Terms set forth above) prior to the beginning of the first session date of such Package Offer, unless otherwise set forth in the Package Offer Recap Grid located on the UKE Platform.

        

If the Customer (or if minor child, the parent, or legal guardian of the Customer) wishes to cancel a class, activity or other experience, or a Package Offer, it may only be cancelled by contacting UKE directly via email correspondence request. A Cancellation may only be initiated by Customer (or if minor child, the parent or legal guardian of the Customer) no later than forty-eight (48) hours before the date of the first session, after which, Customer (or if minor child, the parent or legal guardian of the Customer) shall be eligible to receive either a digital voucher for future use or a refund equivalent to the amount paid for the Package Offer selected by Customer (or if minor child, the parent or legal guardian of the Customer) through use of the UKE Platform (excluding any transactional fees incurred at the time of purchase). More specifically:

 

Option 1: Coupon Code for future UKE Experience: Upon Cancellation, the Customer (or if minor child, the parent or legal guardian of the Customer) may opt to receive a Coupon Code via email valid for use throughout the balance of the calendar year.

 

Option 2: Reimbursement via Credit Card or Bank Transfer: If the Customer (or if minor child, the parent or legal guardian of the Customer) made the Package Offer purchase using a credit card or bank transfer, UKE shall initiate the reimbursement within seven (7) days using the same payment method, deducting a four percent (4%) transactional fee from the original package purchase price.

 

Option 3: Reimbursement via Zelle or other financial TPSO: If the Customer (or if minor child, the parent or legal guardian of the Customer) made the Package Offer purchase using Zelle or another financial TPSO, Customer (or if minor child, the parent or legal guardian of the Customer) will provide UKE with the phone number or email address associated with their TPSO account and UKE will proceed with the reimbursement within seven (7) days.

 

The eligibility for cancellation and refund will be determined based on the date and time of the email request. Customer (or if minor child, the parent or legal guardian of the Customer) shall not be entitled to any reimbursement or refund for cancellation beyond this deadline or once the first session of the Package Offer has begun (please refer to the following paragraph for a distinct exception).

UKE has a “no show” policy. If a Customer (or if minor child, the parent or legal guardian of the Customer) fails to turn up to any session, the Customer (or if minor child, the parent or legal guardian of the Customer) shall be liable for the fully amount of the Package Offer, meaning Customer (or if minor child, the parent or legal guardian of the Customer) will not be entitled to any refund of any amounts already paid by Customer (or if minor child, the parent or legal guardian of the Customer) and even if Customer (or if minor child, the parent or legal guardian of the Customer) paid 100% of the price for the Package Offer, UKE may, in its full discretion, automatically charge Customer the full amount of the Package Offer.

 

Partial Cancellation exception:

 

In the rare case Customer (or if minor child, the parent, or legal guardian of the Customer) would not be satisfied after the first 2 sessions of a given Package Offer, Customer (or if minor child, the parent or legal guardian of the Customer) shall be eligible to obtain the reimbursement of the unused sessions of the package they have purchased, after deduction of a $75 fee, if they email UKE of their intention at Info@ultimatekidsexperience the same calendar day the second session occurred. This additional partial cancellation clause does not apply if there is a “no-show” to either of those first two sessions.

RESCHEDULING

In the event  of an act of God or nature, world-wide pandemic, world-wide pandemic, inevitable accident, fire, hurricane, tornado, earthquake, sinkholes or other abnormal weather/natural conditions, injury or illness to PROVIDER, lockout, strike or other labor dispute, riot or civil commotion, act of public enemy, enactment, rule, order or act of any government or governmental instrumentality (whether federal, state, local or foreign) failure of technical facilities, failure or delay of transportation facilities, or other cause of similar or different nature not reasonably within Provider or UKE’s control, or Provider’s performing the Session(s) or Package Offer(s) selected and paid for by Customer becomes commercially impractical, then without limiting Provider or UKE’s rights, the Provider shall have the option to directly contact the Customer to reschedule and arrange new dates for any lost Session(s) or Package Offers at a later date to be mutually agreeable by both Provider and Customer.

UKE and the Provider have agreed that the Provider must maintain a minimum participant requirement in that the Provider is required to have a certain number of Customers signed up for a Package Offer, otherwise the Package Offer is required to be cancelled or rescheduled, unless otherwise agreed by UKE and the Provider, in which case, UKE and the Provider may collectively agree to proceed with a reduced number of participants for a Session or Package Offer. In the event that the Provider fails to meet the minimum participant requirement, and UKE and the Provider do not agree to proceed with a reduced number of participants, UKE will contact Customer directly to reschedule and establish new dates for the Package Offer.

For individual online sessions with only one participant, the Customer may request the Provider to reschedule a session, provided that all sessions within the Package Offer are completed within the specified timeframe indicated on the UKE website for that Package Offer, as mentioned in the Package Recap Grid located on the UKE website. The Customer must formalize this exceptional request by sending an email correspondence the Provider no later than twenty-four (24) hours before the session’s scheduled start time; otherwise, the session will be deemed forfeited and cancelled.

 

 

CONDITIONS of USE

User Conduct: You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages or other materials (“content”) that You upload, post, publish or display (hereinafter, “upload”) or email or otherwise use via the Experience. The following are examples of the kind of content and/or use that is illegal or prohibited by UKE. UKE reserves the right to investigate and take appropriate legal action against anyone who, in UKE’s sole discretion, violates this provision, including without limitation, removing the offending content from the Experience, suspending or terminating the account of such violators and reporting you to the law enforcement authorities. You agree to not use the Experience to:

  • email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) You do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; or (vii) in the sole judgment of UKE, is objectionable or which restricts or inhibits any other person from using or enjoying the Experience, or which may expose UKE or its users to any harm or liability of any type;
  • interfere with or disrupt the Experience or servers or networks connected to the Experience, or disobey any requirements, procedures, policies or regulations of networks connected to the Experience; or
  • violate any applicable local, state, national or international law, or any regulations having the force of law;
  • impersonate any person or entity, or falsely state or otherwise misrepresent Your affiliation with a person or entity;
  • solicit personal information from anyone in violation of our Privacy Policy;
  • harvest or collect email addresses or other contact information of other users from the Experience by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
  • advertise or offer to sell or buy any goods or Experiences for any business purpose that is not specifically authorized;
  • further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or
  • obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Experience.

 

You acknowledge and accept that in using the Platform to make a Booking:

 

  • the information You have entered on the Platform is reliable, accurate and up-to-date and this information is automatically provided to the Provider of the Booking. If any of the information changes, You must promptly notify the Provider of an active Booking;

 

  • the contact information You have entered on the Platform will be relied upon in the event a Provider needs to contact You in respect of any emergency, medical issue or otherwise in providing the Provider Service to the child the Booking is made for;

 

  • You agree to the Listing Terms set out in the Listing and any questions You may have in respect of the terms in the Listing are to be directed to the relevant Provider of that Listing.

Special Notice for International Use; Export Controls: Software (defined below) available in connection with the Experience and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Experience or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at Your sole risk. Recognizing the global nature of the Internet, You agree to comply with all local rules and laws regarding your use of the Experience, including as it concerns online conduct and acceptable content.

Commercial Use: Unless otherwise expressly authorized herein or in the Experience, You agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Experience, use of the Experience, or access to the Experience.

Experience Content, Software and Trademarks: You acknowledge and agree that the Experience may contain content or features (“Experience Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by UKE, You agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Experience or the Experience Content, in whole or in part, except that the foregoing does not apply to Your own User Content (as defined below) that You legally upload to the Experience. For the sake of clarity, You acknowledge and agree that Class Recordings constitute Experience Content, not User Content. In connection with Your use of the Experience You will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If You are blocked by UKE from accessing the Experience (including by blocking Your IP address), You agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Experience or the Experience Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Experience or distributed in connection therewith are the property of UKE, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by UKE.

The UKE name and logos are trademarks and Experience marks of UKE (collectively the “UKE Trademarks”). Other UKE, product, and Experience names and logos used and displayed via the Experience may be trademarks or Experience marks of their respective owners who may or may not endorse or be affiliated with or connected to UKE. You should not interpret anything in these Terms of Use or the Experience to mean that UKE is in any way explicitly or implicitly giving you any license or right to use any of UKE Trademarks displayed on the Experience, without our prior written permission in each instance. All goodwill generated from the use of UKE Trademarks is only for UKE’s exclusive benefit.

Third Party Material: Under no circumstances will UKE be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that UKE may, but is not required to, pre-screen content, and UKE and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Experience. Without limiting the foregoing, UKE and its designees will have the right to remove any content that violates these Terms  of Use or is deemed by UKE, in its sole discretion, to be otherwise objectionable. You agree that You must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

User Content Transmitted Through the Experience: With respect to the content or other materials You upload through the  or share with other users or recipients (collectively, “User Content”), You represent and warrant that You own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein. You shall retain any intellectual property rights that You hold in your User Content, and UKE does not claim any ownership (copyright, trademark, or otherwise) over Your User Content. By submitting, posting or otherwise uploading User Content on or through the Experiences you give UKE a worldwide, nonexclusive, perpetual, irrevocable, fully sub-licensable, royalty-free right and license as set below:

  • with respect to User Content that You submit, post or otherwise make publicly or generally available via the Experience (e.g. public forum posts), the license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform, and publicly display such User Content (in whole or part) worldwide via the Experiences or otherwise, and/or to incorporate it in other works in any form, media, or technology now known or later developed for any legal business purpose; and
  • with respect to User Content that You submit, post or otherwise transmit privately via the Experiences (e.g. via private lessons or messages with other Users), the license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform and publicly display such User Content for the sole purpose of enabling UKE to provide You with the Experiences.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Experience (“Submissions”), provided by You to UKE are non-confidential and UKE will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to You.

You acknowledge and agree that UKE may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Use; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of UKE, its users and the public. You understand that the technical processing and transmission of the Experience, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

Copyright Complaints: UKE respects the intellectual property of others, and we ask our users to do the same. If You believe that your work has been copied in a way that constitutes copyright infringement, or that Your intellectual property rights have been otherwise violated, You should notify UKE of Your infringement claim in accordance with the procedure set forth below.

UKE will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to UKE at [email protected]

To be effective, the notification must be in writing and contain the following information:

  • an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
  • a description of the copyrighted work or other intellectual property that You claim has been infringed;
  • a description of where the material that You claim is infringing is located on the Experience, with enough detail that we may find it on the Experience;
  • Your address, telephone number, and email address;
  • a statement by You that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
  • a statement by You, made under penalty of perjury, that the above information in Your Notice is accurate and that You are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

Counter-Notice: If You believe that Your User Content that was removed (or to which access was disabled) is not infringing, or that You have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in Your User Content, You may send a written counter-notice containing the following information to the Copyright Agent:

  • Your physical or electronic signature;
  • identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
  • a statement that You have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and

If a counter-notice is received by the Copyright Agent, UKE will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at UKE’s sole discretion.

Repeat Infringer Policy: In accordance with the DMCA and other applicable law, UKE has adopted a policy of terminating, in appropriate circumstances and at UKE’s sole discretion, users who are deemed to be repeat infringers. UKE may also at its sole discretion limit access to the Experience and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

User Submissions

Materials, including but not limited to text, software, data, images, graphics, photos of Service, audio, audiovisual, videos, and content of any nature provided by UKE (“Content”) or by other users of the Service (“User Submissions”) to the Service website is owned by the party contributing such content.

As a user of the Service, You are solely responsible for Your own User Submissions. By transmitting Your User Submissions, You represent that You have all rights and authorizations necessary to post, submit, display, produce, or otherwise transmit, such content. In connection with Your User Submissions, You agree that You will not submit material that is or contains the intellectual property of a third party that You do not have permission to use.

You shall retain all of Your ownership rights in Your User Submissions; however, by submitting material to UKE, You grant UKE the irrevocable, fully transferable rights to use, reproduce, distribute, modify, transmit, prepare derivative works of, display and produce the material as is required in order to provide the Service, and to grant these rights to others. To the extent You do not have ownership rights to any of Your User Submissions, You shall indemnify UKE for any claim regarding UKE’s use of Your User Submissions.

UKE does not guarantee any confidentiality with respect to any User Submissions and will not treat any User Submissions as confidential. When using the Service, You may be exposed to User Submissions from a variety of sources, and UKE is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions, which may be inaccurate, infringing, offensive, indecent, or objectionable.

Data Retention

UKE shall not be responsile or liable for the deletion, correction, destruction, damage, loss or failure to store any User submission. In the event that this Agreement is terminated (other than by reason of Your breach), UKE will make available to You a file of Your submissions within thirty (30) days of termination if You so request at the time of termination, before deleting Your account. UKE reserves the right to withhold, remove and/or discard submission without notice for any breach, including without limitation, non-payment. Upon termination for cause, Your right to access or use Your submission immediately ceases.

Third Party Websites

The Experience may provide, or third parties may provide, links or other access to other sites and resources on the Internet. UKE has no control over such sites and resources and UKE is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that UKE will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or Experiences available on or through any such site or resource. Any dealings You have with third parties found while using the Experience are between You and the third party, and you agree that UKE is not liable for any loss or claim that You may have against any such third party.

Social Networking Experiences

You may enable or log in to the Experience via various online third-party Experiences, such as social media and social networking Experiences like Facebook or Twitter (“Social Networking Experiences”). By logging in or directly integrating these Social Networking Experiences into the Experience, we make Your online experiences richer and more personalized. To take advantage of this feature and capabilities, we may ask You to authenticate, register for or log into Social Networking Experiences on the websites of their respective providers. As part of such integration, the Social Networking Experiences will provide us with access to certain information that You have provided to such Social Networking Experiences, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating these Social Networking Experiences and UKE’s use, storage and disclosure of information related to You and Your use of such Experiences within UKE (including, but not limited to, your friend lists), please see our Privacy Policy. However, please remember that the manner in which Social Networking Experiences use, store and disclose Your information is governed solely by the policies of such third parties, and UKE shall have no liability or responsibility for the privacy practices or other actions of any third-party site or Experience that may be enabled within the Experience.

In addition, UKE is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Social Networking Experiences. As such, UKE is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Networking Experiences. UKE enables these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.

Indemnity and Release

To the extent permitted by law, You agree to release, defend, indemnify and hold harmless each UKE, their agents and employees (the “Indemnified Parties”) from any claims, damages, losses, and expenses, including but not limited to attorneys’ and experts’ fees, arising out of or resulting from use of the Experience, any User Content, your connection to the Experience, your violation of these Terms of Use or your violation of any rights of another. This indemnification provision shall survive the termination of this Agreement.

Disclaimer of Warranties

YOUR USE OF THE EXPERIENCE IS AT YOUR SOLE RISK. THE EXPERIENCE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. UKE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

UKE MAKES NO WARRANTY THAT (I) THE EXPERIENCE WILL MEET YOUR REQUIREMENTS, (II) THE EXPERIENCE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE EXPERIENCE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, EXPERIENCES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE EXPERIENCE WILL MEET YOUR EXPECTATIONS.

YOU ACKNOWLEDGE AND AGREE THAT ANY CRIMINAL BACKGROUND CHECKS CONDUCTED BY UKE ON PROVIDERS ARE SOLELY FOR ITS OWN BENEFIT. UKE MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS ON THE SITE OR EXPERIENCE.

Sole Remedy

Your only remedy for any dispute with UKE is to stop using the Service or not use it anymore in the future.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT UKE WILL NOT BE LIABLE UNDER ANY CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF UKE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE EXPERIENCE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND EXPERIENCES RESULTING FROM ANY GOODS, DATA, INFORMATION OR EXPERIENCES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE EXPERIENCE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE EXPERIENCE; OR (V) ANY OTHER MATTER RELATING TO THE EXPERIENCE. IN NO EVENT WILL UKE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID UKE IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE EXPERIENCE OR WITH THESE TERMS & CONDITIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE EXPERIENCE.

Dispute Resolution By Binding Arbitration: PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS

Agreement to Arbitrate

 

This Agreement shall be governed by and construed in accordance with the laws of Florida.

 

Any and all disputes, claims or controversies arising out of or relating to this Agreement, including the determination of the scope or applicability of this Agreement to arbitrate, shall be resolved exclusively through and submitted to final and fully binding arbitration by an arbitrator mutually agreed upon by the Parties, which arbitrator shall be from the American Arbitration Association (the “AAA”) or JAMS and if no agreement can be reached within thirty (30) days after the names of potential arbitrators have been proposed by the AAA or JAMS, then by one arbitrator having reasonable experience in transactions of the type provided for in this Agreement and who is chosen by AAA or JAMS. The arbitration shall take place in Broward County Florida, in accordance with the AAA or JAMS rules then in effect, and judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction thereof. There shall be limited discovery prior to the arbitration hearing as follows: (a) exchange of witness lists and copies of documentary evidence and documents relating to or arising out of the issues to be arbitrated, (b) depositions of all Party witnesses, and (c) such other depositions as may be allowed by the arbitrators upon a showing of good cause. Depositions shall be conducted in accordance with the Florida Rules of Civil Procedure, the arbitrator shall be required to provide in writing to the Parties the basis for the award or order of such arbitrator, and a court reporter shall record all hearings, with such record constituting the official transcript of such proceedings. The prevailing party shall be entitled to require reimbursement of reasonable attorney’s fees and its costs, and the arbitrator shall determine whether to grant such fees and costs. Notwithstanding the foregoing, nothing herein shall prevent a party from commencing an action for the purpose of seeking immediate equitable relief in the appropriate jurisdiction. Each of the Parties to this Agreement consent to the personal jurisdiction for any equitable action sought in the court of the State of Florida, or if such court does not have jurisdiction, in any Florida state court located in Broward County, Florida. Any appellate proceedings shall take place in the appropriate courts having appellate jurisdiction over the court set forth in this section.

Prohibition of Class and Representative Actions and Non-Individualized Relief: YOU AND UKE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND UKE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). Nothing in this Paragraph or in this Arbitration Agreement more generally is intended to waive non-waivable rights under the Private Attorneys General Act, Cal. Lab. Code § 2698 et seq.

Termination

You agree that UKE, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Experience and remove and discard any content within the Experience, for any reason, including, without limitation, for lack of use or if UKE believes that You have violated or acted inconsistently with the letter or spirit of these Terms of Use. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of Your Terms of Use, may be referred to appropriate law enforcement authorities. UKE may also in its sole discretion and at any time discontinue providing the Experience, or any part thereof, with or without notice. You agree that any termination of Your access to the Experience under any provision of this Terms of Use may be affected without prior notice, and acknowledge and agree that UKE may immediately deactivate or delete Your account and all related information and files in Your account and/or bar any further access to such files or the Experience. Further, You agree that UKE will not be liable to You or any third party for any termination of Your access to the Experience.

User Disputes

You agree that You are solely responsible for Your interactions with any other user in connection with the Experience and UKE will have no liability or responsibility with respect thereto.

UKE reserves the right, but has no obligation, to become involved in any way it deems necessary with disputes between You and any other user of the Experience.

General

These Terms of Use constitute the entire agreement between You and UKE and govern Your use of the Experience, superseding any prior agreements between You and UKE with respect to the Experience. You also may be subject to additional terms and conditions that may apply when You use affiliate or third party Experiences, third party content or third party software. These Terms of Use will be governed by the laws of the State of Florida without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, You and UKE agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within the State of Florida. The failure of UKE to exercise or enforce any right or provision of these Terms of Use will not constitute a waiver of such right or provision. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Use remain in full force and effect. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Use without the prior written consent of UKE, but UKE may assign or transfer these Terms of Use, in whole or in part, without restriction. The section titles in these Terms of Use are for convenience only and have no legal or contractual effect. Notices to You may be made via either email or regular mail. The Experience may also provide notices to You of changes to these Terms of Use or other matters by displaying notices or links to notices generally on the Experience.

No Waiver

A lack of enforcement will not result in waiver of any time. Also no waiver by either party of any breach or default shall be deemed to be a waiver of any proceeding or subsequent default.

Your Privacy

At UKE, we respect the privacy of our users. For details, please see our Privacy Policy. By using the Experience, You consent to our collection and use of personal data as outlined therein.

Questions? Concerns? Suggestions?

Please contact us at [email protected] to report any violations of these Terms & Conditions or to pose any questions regarding this Terms & Conditions or the Experience.

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