For Terms & Condition - Ugotitfirst Subscribers Click Here
For Terms & Condition - Ugotitfirst Advertisers Click Here
Ugotitfirst.com is the place where you can get coupons on your mobile. What we have created online, we are bringing to your mobile phone. Ugotitfirst.com is the resource for comprehensive access to coupons.
Mobile subscribers will opt-in and register for the service by texting "JOIN" to 99134. Mobile subscribers can opt-out at any time by texting STOP, END, CANCEL, QUIT, UNSUBSCRIBE, STOP ALL to 99134. The recipient of these text messages may incur charges by their respective USA wireless carrier. Standard messaging charges apply.
The mobile alerts SMS programs run on short code 99134. Ugotitfirst.com does not charge you to participate in the program however, your wireless service provider may charge for sending and/or receiving SMS messages and air-time.
For additional questions, please send an email with your mobile phone number to support@Ugotitfirst.com or call 954-509-3811 or 877-806-3596.
1. Ugotitfirst.com provides short message service alerts
2. Please note that to process requests for this program, you may be charged a fee to send and receive SMS messages based on the terms of your wireless service agreement with your wireless service provider. Other charges may also apply. All charges are billed by and payable to your wireless service provider. Check your wireless service provider if you have questions about your service plan.
3. Ugotitfirst.com will not be liable for any delays in the receipt of any SMS messages connected with this program, as delivery of SMS messages is subject to effective transmission from your wireless service provider/network operator.
4. Ugotitfirst.com Alerts on the short code 99134 are available on the following carriers: Alltel, AT&T, Boost Mobile, Nextel, nTelos, Sprint, T-Mobile, Verizon Wireless and Virgin Mobile.
5. For additional questions, please send an email with mobile number to support@Ugotitfirst.com
Privacy Policy:
Ugotitfirst.com respects your privacy. We will only use information you provide to the Service to transmit your text message or as otherwise described in this document. Nonetheless, we reserve the right at all times to disclose any information as necessary to satisfy any law, regulation or governmental request, to avoid liability, or to protect our rights or property. When you complete forms online or otherwise provide us information in connection with the Service, you agree to provide accurate, complete, and true information. You agree not to use a false or misleading name or a name that you are not authorized to use. If we, in our sole discretion, believe that any such information is untrue, inaccurate, or incomplete, we may refuse you access to the Service and pursue any appropriate legal remedies.
Opt-Out:
You can cancel your receipt of mobile alerts by sending STOP, QUIT, END, CANCEL, UNSUBSCRIBE, STOP ALL to any text message you receive or to the shortcode 99134.
1. Introduction
This document comprises the Terms of Use Agreement, hereinafter referred to as the "Agreement", and constitutes a legally binding Agreement between you, our registered member, non-registered member or affiliate (hereinafter referred to as "you", "subscriber" "subscribers" non-subscriber" or "non-subscribers") and Cellforce, LLC. (Hereinafter referred to as "us", "we" or "Cellforce") a limited liability company operating from the state of Florida, United States of America, that serves as the owner and operator of www.ugotitfirst.com (hereinafter referred to as the "Site"). Section 13, "Additional Terms for Advertisers" applies solely to those subscribers who purchase our advertising services.
As a condition precedent to you being able to use this Site including but not limited to any of the tools, functions and services provided to you by this Site, you must read and agree to be bound by each and every one of the terms and conditions contained in this Agreement. Should you engage any component of this Site including but not limited to any tools, functions or services that this Site offers, register as a subscriber, or view any text or graphics, such activities on your part means expressly that you have read this Agreement and agree to be bound by the terms and conditions contained herein. Should you not agree to be bound by each and every term and condition contained in this Agreement you must leave this Site at once and you may not maintain your subscription to our services.
This Agreement may be modified or altered in part or in its entirety at anytime with no prior notice to you. You are responsible to check this Agreement on a regular basis in order to review the latest changes. Any use by you of this Site including but not limited to any tool, function or service that we provide subsequent to the posting of a modified version of this Agreement is your express indication to us that you agree to be bound by each and every term and condition of the superseding version of this Agreement. If you do not agree to be bound by each and every term and condition of an amended, superseding version of this Agreement, your sole recourse is to discontinue the subscription to our service and discontinue using any tool, service or function that we provide
Subject to your complete compliance with each and every term and condition in this Agreement, you will receive a non-exclusive, non-transferable and limited right to use the Site and its services with one mobile device of your own purchase. Your use must be non-commercial in nature unless you are a registered advertiser or affiliate and then such usage is limited by this Agreement and any and all rules and guidelines that we post on the Site.
2. General Rules
Site subscribers and non-subscribers may not:
Violate the law of any jurisdiction while visiting our Site or using any tool, function or service that we provided.
Harass or Cyber stalk any user, subscriber, affiliate or advertiser.
Conduct any activity that is harmful or detrimental to our Site, functions, tools and services as solely determined by us.
Transmit any information, images, data or content that is obscene, indecent, defamatory, hateful or intolerant in nature or in violation of the laws of any jurisdiction.
Upload, transmit or distribute any material that is harmful to our user's computers, cell phones or objectionable to our community as a whole.
Falsely represent yourself as another person or as a representative of a business or entity that you do not actually represent.
Falsely represent your professional or business credentials or professional background.
Export any technological item that may violate the United States Export Administration Act and any related regulations.
Attempting to override or circumvent any software or coding that we use to provide security or the protection of digital content for any reason.
We may post rules, guidelines or policies. Upon the posting of such materials, they immediately become incorporated by reference into this Agreement as if fully set forth herein.
Rules that cannot be violated by users or subscribers include the following:
Spamming. Any activity generally described as "spamming" by the Internet Community, such as unsolicited emails, irrelevant or commercially based postings for any purpose will result the party's subscription being terminated without prior notice to the subscriber.
Racist, intolerant, "hate," defamatory, "stalking," invitations to fight, threatening or any post of any nature that we decide, in our sole discretion, as being improper, will result in the party's subscription being terminated without prior notice.
3. Privacy Policy
We have published a privacy policy. Use of our Site is also subject to the Terms and Conditions of our Privacy Policy. The privacy policy is hereby incorporated by reference into this Agreement as if fully set forth herein.
4. General Subscription Rules
All subscribers are required to enroll via our Site. In order to complete registration, you must provide personal details including but not limited to your accurate and complete name, mobile telephone number and any other contact information that we request during the registration process. You agree to keep your information up to date, correct and complete at all times. Your information will be used in accordance with the Site's Privacy Policy. In the event that we learn or suspect that you have provided us with incomplete, false, misleading or incorrect information we reserve the right to terminate your account without any prior notice.
It is your responsibility to maintain appropriate security regarding your account and password information. Do not allow any third party to access your account or learn your password. Ensure that you log out from your account after usage. Do not access your account via a computer that you have rented or accessed in a caf? or public location such as a library. You agree to hold us harmless, along with our partners, affiliates and advertisers, regarding any loss that you suffer should you fail to maintain appropriate security regarding your account and password information.
You must be at least 18 years of age to subscribe and you must also be able to read, write and speak the English language. Your subscription is void where prohibited by law and is subject to all local, state and federal laws that apply to multi level marketing and business opportunities and the use of the Internet and mobile communication devices such as cell phones.
Multiple accounts are not allowed. You agree to refrain from "gaming" our systems, cheating our earnings program, or taking any action that violates this Agreement, constitutes fraud, or attempts to dishonestly manipulate any tool, service, activity of function that we provide, or harms the economic interests of our subscribers and us.
We may refuse service to any person or entity for any reason we deem appropriate.
You agree that we may maintain your subscription and registration information and freely access it for the purposes of communication with you, responding to legal process, preparing for legal process, enforcing the terms and conditions of this Agreement, responding to complaints about your subscription from third parties, and protecting the rights, safety and property of our company, employees, affiliates, subscribers, advertisers and any third party relevant to the Site or your actions as a subscriber of our service.
5. Non-Subscriber
A "Non-Subscriber" is a person who utilizes ugotitfirst.com, including sending other people coupons via text message or email directly from the ugotitfirst.com website, but does not enroll to become a member/subscriber. Non-Subscribers do NOT receive the same benefits as a subscriber (member) or an affiliate subscriber. Non-Subscribers do not receive any form of compensation from ugotitfirst.com or Cellforce, LLC. Non-members do not receive any payment from advertisers for facilitating in the sending of advertisements or coupons via ugotitfirst.com.
6. Payments Terms
Subscribers enroll in order to receive advertisements and other commercial communications which are distributed through our systems to the mobile devices of each individual subscriber. We will pay you for each commercial message sent to your phone. However, we will not pay your for the same commercial message sent to your phone multiple times. (See Paragraph 8 below). The amount paid to you for each received commercial communication may vary. Generally we will post your most recent earning information on our Site for your review. You may refer additional members to our Site. If these referred members indicate you as their referrer they will join your network which spans four generations of members below you. If any of your network members receive a message, you will get paid additional funds as indicated below.
Affiliate subscribers have the opportunity to earn additional money via commissions that we pay for each received commercial communication by a referred member or affiliate. We pay commissions up to four generations beyond the initial subscriber. The amount paid to you for each received commercial communication may vary.
Subscribers are paid between $0.01 and $0.10 for each message that they receive through our system, specifically, the amount paid is the higher of $0.01 or up to ten percent (10%) of the actual amount we have charged the relevant advertiser generating the subject message up to a ceiling of $0.10 per message ("Payment Structure.")
Payment Structure:
Profit Distribution to Members
Min
or %
Max
Level 0
$0.01
10.00%
$0.10
Level 1
$0.01
5.00%
$0.10
Level 2
$0.01
5.00%
$0.10
Level 3
$0.01
2.50%
$0.10
Level 4
$0.01
1.00%
$0.10
Advertiser referrer
$0.01
10.00%
$0.10
Subscribers will also receive the same payment as calculated by the Payment Structure for each received message by any person listed by that subscriber into our network or listed by the subscribers they have previously listed to the extent of four generations beyond the initial subscriber. Each "Level" in the Payment Structure chart above indicates one of the four generation levels away from the initial subscriber. (Example: You the subscriber get your sister to sign up (level 1), who gets her boyfriend to sign up (Level 2), who gets his cousin to sign up (Level 3), who gets his best friend to sign up (Level 4). The payment received for each message sent to one of your 4 generations will be determined based on the Level in which they are connected to you.
Affiliates receive payments based on the Payment Structure except that no payment will be issued for messages that they receive as they are not required to register their own cell phone into our system. We do not send messages to affiliates even if they register their cell phone in the system. In order to receive messages affiliates must register as members.
Payments are issued in the same fashion for both member earnings and affiliate earnings: a payment is issued at your request when and if your account matches or exceeds the payment threshold as indicated in your subscriber profile. Payments will be rendered by check mailed to your stated surface address within the United States or issued via Paypal. Alternatively, you may opt to retain your earnings in your account and not withdraw the amounts due to you in order to use these funds in our Site's store. We will not pay any interest for such funds. Additionally you may choose to donate your earned funds to a charity of your choosing. You are responsible for all costs and charges associated with us paying you or donating on your behalf.
No payments will be made to any Subscriber or Affiliate until the corresponding funds have been received from the advertiser by Cellforce, LLC.
No direct to bank account disbursement is available.
You are responsible for all taxes relating to your earnings. Should your annual income exceed $600, you must provide us with your tax ID number for the purpose of our filing a 1099 form with the I.R.S.
You may receive messages from us that do not generate income because they are special requests, order confirmations, updates or other non-commercial non-advertising related communications from us for the purpose of conducting standard operations.
Subscribers and Affiliates are also paid an additional amount as calculated by the Payment Structure upon the condition that they refer an advertiser who (i) purchases advertising and (ii) the advertiser has indicated via the relevant informational form established in our online system ("Advertising Campaign") that the relevant subscriber or affiliate referred the advertiser to us. Payments issued will be for each message that the advertiser sends and may be in addition to payments relieved from the advertiser to their own registered cell phone.
Subscribers and Affiliates are also paid for their full participation in mobile surveys. Full participation is achieved when a survey has been completed. All surveys will consist of multiple text messages. A survey is not considered complete unless all text messages relating to that particular survey have been responded to. If a survey is not entirely completed by the Subscriber or Affiliate then absolutely no fee will be paid. The fee amount for the completion of any survey is a flat rate per completed survey regardless of the number of text messages related to such survey. The fee amount varies for each survey and will be disclosed to the recipient in the initial survey invitation text message.
7. No Fees for Messages Sent by Members, Non-Members and Affiliates and Not by Advertisers
Ugotitfirst.com enables members, subscribers, non-subscribers and affiliates to send themselves, other members and other non-members coupons and personal text messages through the Ugotitfirst.com system. Ugotitfirst.com allows you to send/download directly to your cell phone or email , a coupon available on the website. This form of transmission is not considered to be sent by an Advertiser. Therefore any transmission done in this manner is not eligible for payment to the recipient of the message or to the person sending the message. In addition, text messages to friends, family and others from your mobile or from the website, to the mobile of others through the use of the ugotitfirst.com system, regardless of whether the message is personal or a coupon, are not eligible for payment of fees. This form of message is personal to the sender and is not a marketing or advertising tool eligible for payment.
8. No Fee for Receipt of Same Message Multiple Times
It is possible to receive the same coupon or advertisement multiple times. In the event this happens to you, you will only be receive a fee for receiving the coupon or advertisement one (1) time. No person is entitled to receive multiple fee payments for receiving the same coupon or advertisement. In addition, you remain responsible for any and all third party charges as s result of receiving such coupons or advertisements multiple times.
9. Termination of Service
You may terminate your account at any time by completing the appropriate termination request form located in your administration area. Termination of an account is irreversible and irrevocable: once you terminate your account it cannot be reactivated. By terminating your account you forfeit any and all funds credited to your account at the time of termination and any funds that would have been accredited in the future, but have not been processed at the time you enter your request to terminate your account.
If the funds in your account exceed the payout threshold, we suggest that you wait to terminate your account until payment has been sent to you.
Your personal data and information will be permanently and irretrievably erased from out servers upon the processing of your termination request.
We will take reasonable efforts terminate every aspect of your participation in Cellforce immediately upon the termination of your account, but you may receive one or more messages to your registered cell phone subsequent to the filing of your request for the termination of your account, if such messages were sent prior to the filing of your request for termination but were pending and not yet been completely processed and forwarded to your cell phone or messages that were in the process of being sent to your cell phone during the time period necessary for our processing of your termination request. We are not responsible for any charges you incur for your receipt of such messages.
The request for termination form requires that you enter your first and last names, your UGOTITFIRST ID, your registered mobile phone number and your registered email address in order for us to process your termination request.
We may terminate usage or the subscription of any person or entity at any time for any reason we deem appropriate with no prior notice to the person or entity whose subscription is being terminated.
We reserve the right to terminate any and all service provided to you (either as a group or as an individual user or subscriber) at any time without notice for any reason we deem fit. We also reserve the right to discontinue any service or modify any service with no notice to you. If we terminate services to you, we will deactivate your account. We shall not be liable to you or any third party if we terminate your account and you agree to hold us harmless and indemnify us from any third party claims arising from the termination of your account.
You agree that monetary damages may not adequately provide a remedy for us if you violate any of the terms and conditions of this Agreement and you agree that we may approach a Court of Equity of competent jurisdiction for the purpose of obtaining Orders in Equity should you violate any element of this Agreement.
Once your account is terminated by your actions or ours, you will forfeit all amounts accumulated but unpaid. There is no way to reestablish an account once it is terminated.
10. Content Related Rules.
You understand that we provide our subscribers with a varied selection of promotional materials that are generated by our advertiser base or directly by us. We are not responsible for the content of the material supplied to us by our advertisers and we are distributors of such content, not publishers. We do not exert editorial control over the content provided by our advertisers. You agree and understand that you have no claim regarding any content that you find objectionable for any reason and that any such claims are strictly between you and the relevant advertiser and that we do not intervene or become involved with disputes between subscribers, non-subscribers, affiliates or advertisers. We do not provide any guarantee about any claim made by an advertiser or any third party including any and all warranties normally applied by operation of law. If you have a dispute with any subscriber, non-subscriber, advertiser, affiliate or any third party that we have a business relationship with, you agree to release us from any such claims, demands or damages. If you are a California resident, you waive California Civil Code ?1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
We are not responsible for the content provided by any third parties who own and operate websites that we provide links or tabs to. Please review the privacy policies and terms of use regarding any such websites. We do not ensure that any service, tool or item that you purchase from any third party shall be delivered or match the advertising claims issued by said third parties, including issues regarding payment or delivery of services and goods.
We do not screen content provided by our Site subscribers, non-subscribers, affiliates or advertisers or any other third parties or entities and you agree that we do not have any duty to do so prior to such being published on our Site. We are not liable for any content that may be obscene, indecent, misleading, fraudulent, racist, intolerant, harmful or otherwise objectionable where such content has been displayed due the actions of one or more of our users or any third party or entity. We are not responsible for any content distributed or published by subscribers or third parties that may infringe on intellectual property rights, rights of privacy or publicity, or any rights of any nature in any jurisdiction. You agree to hold us harmless regarding any claims arising from your exposure, or the exposure of your family subscribers, loved ones, or computers, to objectionable content and agree to waive any possible liability that we may have regarding content provided to us via subscribers or third parties that violate any intellectual property rights or any other civil law.
You understand and agree that use of the Internet and cell phones means that you are subject to the risk of receiving or viewing harmful offensive content and files. We do not promise that we will review and edit all content for safety, quality, accuracy, or decency that you encounter via our Site.
You agree that we may send you certain communications that you cannot opt out from, such as service announcements and as such, these communications are a portion of our service and that you will receive and review them in a timely manner.
11. Restrictions on the use of the Services
By using the Services you agree that you will not:
(a) Use the Services for any illegal purpose;
(b) Upload, email or otherwise transmit any User Content that is unlawful, obscene, harmful, threatening, defamatory or hateful or that contains objects or symbols of hate, invade the privacy of any third party, contain nudity or child erotica, or is otherwise objectionable.
(c) Upload, email or otherwise transmit any User Content that you do not have the lawful right to transmit (including any User Content that would violate any confidentiality or fiduciary obligations that you might have with respect to the content) or any User Content that infringes the intellectual or proprietary rights of any third party; or
(d) Interfere with or disrupt (or attempt to interfere with or disrupt) web pages available at the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site.
Cellforce, LLC reserves the right at all times to terminate your account, and delete any and all Content at, in whole or in part, for any reason including, but not limited to, violations of these Terms of Service. If you do violate these Terms of Service, Cellforce, LLC reserves the right to share any information with any third party. In addition, Cellforce, LLC reserves the right at all times to disclose any User Content as necessary to satisfy any law, regulation, governmental request or partner request, in its sole discretion.
12. Coupons and Advertisement Messages
We are not responsible for the content of any coupon, promotional material or any other content that you receive from an advertiser and do not ensure the legal compliance with any relevant laws or regulations regarding the same.
We cannot ensure that you will receive any specific number of advertisements or coupons and as such we cannot guarantee that you will earn a minimum or set amount via your subscription. You may receive more advertisements or related communications then you wish from time to time. We are not responsible for any commercial messages that you do not receive in a timely manner or at all. The actual delivery time for any particular advertisement or commercial message depends on many factors that are outside of our direct control, such as the involvement of your mobile service provider. It is your responsibility to ensure that any offer or commercial communication you receive is within the legal requirements of your jurisdiction and to refrain from acting upon any commercial offer that violates the law in your jurisdiction.
13. Third Party Offers/Coupons
Advertisements and coupons contain offers or programs that are not controlled by or affiliated with Ugotitfirst.com. Ugotitfirst.com is not responsible for the content, offers programs, including, without limitation, your redemption of such offers or a merchant's refusal to honor any offer/coupon. Your dealings with third parties are solely between you and the applicable third party.
14. Third Party Fees and Charges
You are solely responsible for any fee or charges imposed by your Internet Service Provider, mobile phone service provider and all other service providers who provide goods or services that are required to access or use our services, including those relevant to the use of any equipment or connections. You are responsible for any charges for sending or receiving text messages and SMS communications.
15. Disclaimer of Warranty
We issue no warranty whatsoever and do not make any representations or warranties regarding the availability, suitability, reliability, merchantability, non-infringement, capability, usefulness or fitness for any general or particular purpose of the Site, or any of the tools, products or services herein supplied or sold or regarding the characteristics of services provided by or through the Site, or regarding the timeliness, accuracy or usefulness of information obtained from or through the Site. The Site and all content contained, distributed, sold or published via the Site as well as all functions, activities, tools and services are provided to you "As Is, Where Is", without any warranty of any kind, express or implied
16. Intellectual Property Provisions
All content provided within or via this Site is protected by various US and international copyright laws, patent laws, trademark regulations and laws, and various intellectual property laws and international treaties and agreements. No intellectual property of any nature contained within or via this Site may be copied, published, or broadcast in any way without the written permission of the content owner. The content of this Site may not be "framed" or "mirrored". All trademarks presented on or via this Site are owned by their respective owners and may not be used by you in any way.
Your use of our service is your express indication to us that you understand that we are the sole owner of any technology, including software copyrights and patents that are used by us to bring our services, tools and functions to you.
You agree that you have been suitably noticed of any trademark, trade dress, service mark, copyright, patent or any other intellectual property rights or property rights of any nature and any violation by you of any such property rights is fairly deemed to be "willful" in nature. You agree to refrain from distributing, copying, reverse engineering, or decompiling our software at any time.
All product names, marks, logos, symbols, and company names are the property of their respective owners and subject to the protection of State, Federal and International laws and regulations.
17. Automatic Viewing or Usage of this Site
You may not use any automated scripts or "robots" to access, copy, or manipulate any content provided on this Site. You may not engage in denial of service attacks upon the servers that publish this Site. You may not engage in any content that uses more than .01% of the hardware and software infrastructure of this Site.
18. Submissions
All submissions (but not personal information) become the property of this Site. All submissions are non-confidential in nature. "Submissions" may be thought of as "letters to the editor" or "suggestions/ideas" type of email or letters that you might send us. We may publish all submissions in any manner that we deem to be appropriate, including in all forms of media and publication. You are solely responsible for the content of all submissions, including any violation of any law(s) contained within such submissions, copyright, privacy, fraud, and other laws and regulations. You agree to hold us harmless and defend us and indemnify us from any civil actions filed or threatened to be filed by any third party or entity who determines that your submissions supports a legal cause of action.
19. Jurisdiction
This Agreement, including all Disclaimers, will be governed by and construed in accordance with the internal laws of the state of Florida, excluding that body of laws known as choice of law or conflict of laws. Subject to the provisions of this Section all disputes, controversies or claims arising out of or relating to this Agreement will be resolved through mandatory binding arbitration conducted in Florida in the same county are offices are located or any location closer to or within Florida, before J.A.M.S. / ENDISPUTE or its successor ("JAMS") pursuant to to the Unites States Arbitration Act, 9 U.S.C. Section 1, et seq. (the "Act"); and (iii) this Agreement. The arbitration will be conducted in accordance with the provisions of J.A.M.S. 's Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration ("JAMS Rules"), subject to the provisions of this Section. The terms set forth in this Agreement will control in the event of any inconsistency between such terms and the JAMS Rules. The parties will cooperate with JAMS and with each other in promptly selecting a single arbitrator from JAMS's panel of neutrals. If the parties fail to so select an arbitrator within thirty (30) days following the date of either party's notice of demand to conduct arbitration, then JAMS will appoint an arbitrator in accordance with the JAMS Rules. The award of the arbitrator will be in writing and will set forth findings of fact and conclusions of law. Judgment on the arbitrator's award will be final and binding upon the parties and may be entered in any court having jurisdiction thereof. If for any reason JAMS or its successor no longer is in business, then the arbitration shall be conducted in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitrator's fees will be shared equally by the parties and each party will bear its own costs and attorneys' fees. All papers, documents, or evidence, whether written or oral, filed with or presented in connection with the arbitration proceeding will be deemed by the parties and by the arbitrator to be confidential information of both parties. The arbitrator chosen in accordance with these provisions will not have the power to alter, amend or otherwise affect the terms of these arbitration provisions or the provisions of this Agreement. Notwithstanding the foregoing, nothing in this Section shall prevent either party from applying for and obtaining from a court a temporary restraining order and / or other injunctive relief. Any and all disputes regarding the content presented on this Site must be resolved through arbitration as set forth in this section.
20. Foreign Usage
We make no representation that the usage of this Site, or the content, tools, services and functions provided herein, will not violate the laws of your local jurisdiction. You are responsible for the laws of your jurisdiction, especially if you are accessing this Site from outside the United States of America (USA).
21. General Information
This Site may contain typographical errors or mistakes, and we disclaim any responsibility for such errors and you agree to hold us harmless from any legal responsibility for such errors.
22. Notice
to you may be issued via electronic mail or by surface mail, at our sole discretion.
You may send notices to us:
23. Force Majeure
Neither party shall be liable for any delay or failure in performance due to Force Majeure, which shall mean acts of God, earthquake, labor disputes, changes in law, regulation or government policy, riots, war, fire, flood, insurrection, sabotage, embargo, epidemics, acts or omissions of vendors or suppliers, transportation difficulties, unavailability of interruption or delay in telecommunications or third party services (including DNS propagation), failure of third party software or hardware or inability to obtain raw materials, supplies, or power used in or equipment needed. We are not responsible for server downtime under any circumstances.
24. Indemnification
You agree, to the full extent permitted by law, to indemnify and hold Ugotitfirst.com and (as applicable) our parent, subsidiaries, affiliates (defined above), officers, directors, agents, employees or any party that provides fulfillment or other services harmless from any claim or demand, including all of its attorney's fees and expenses, which expenses or damages result from claims brought by other parties regarding (a) Ugotitfirst.com exercise of any rights granted (or permitted to be granted) under these Terms and Conditions; (b) any breach of any of Your obligations, representations, warranties or covenants under these Terms and Conditions, or (c) any agreement or arrangement between either of You and any third party.
You will be obligated by this "Indemnification" Section even after the termination of your account.
25. Waiver and Amendments
No waiver, amendment, or modification of any provision of this Agreement shall be effective unless agreed to by both parties in writing. No failure or delay by either party in exercising any rights, power, or remedy under this Agreement shall operate as a waiver of any such right, power, or remedy.
26. Severability
Should any term of this Agreement be finally determined by a court of competent jurisdiction to be invalid, unenforceable or otherwise contrary to law and equity, the parties agree that such provision shall be construed, limited, modified or, if necessary, severed, to the extent necessary to eliminate its invalidity or unenforceability, and that the other provisions of this Agreement shall remain unaffected.
27. Relationship of Parties
Each party to this Agreement is an independent entity, and nothing in this Agreement or the conduct of the parties pursuant hereto shall establish a relationship of principal/agent, franchiser/franchisee, employer/employee, master/servant, or otherwise.
The following terms and conditions are incorporated into and part of all adverting contracts between Company/Client and Cellforce.
By using this Website you explicitly agree to the terms and conditions of the Privacy Policy in effect at the time of your use. If you do not agree to have your information used in any of the ways described in the Privacy Policy, you must discontinue use of the Website and/or the Services.
1. Company/Client is responsible for proofreading and approving the information for its website and text messages to be disseminated by Ugotitfirst.com. This applies to all PPD campaigns, Push campaigns and information set forth on Company/Client’s Ugotitfirst.com web page. Cellforce shall not be responsible for any errors approved by Company/Client.
2. Company/Client’s authorization to charge its credit card every thirty (30) days will continue until Company/Client provides Cellforce with 30 days prior written notice. Written notice to terminate the credit card authorization is to be given by providing notice on Ugotitfirst.com at “Termination of Automatic Replenishment Authorization”. When the procedures have been followed to terminate the credit card authorization, Company/Client will be provided with an e-mail for verification of the termination. The termination will not be effective for 30 days from the date of the cancellation notice to Cellforce. If Company/Client does not receive an e-mail for verification of the termination, it should contact Cellforce within twenty (24) hours at its corporate headquarters to obtain such verification.
3. Company/Client warrants and represents to Cellforce that: (i) it is authorized to provide the marketing information supplied to Ugotitfirst.com; (ii) that all marks, copyrights and other intellectual property utilized in its promotional messages is either owned by it or licensed to it for proper dissemination by Ugotitfirst.com; (iii) the text supplied by Company/Client to Ugotitfirst.com for dissemination does not violate the intellectual property or trade secret rights of any third parties; (iv) that it will fulfill all promotions with the customers of Company/Client in accordance with the terms advertised; and that (v) it possesses all licenses and permits to lawfully conduct its business operations.
4. Company/Client agrees to indemnify and hold Cellforce harmless along with its officers, directors, employees and agents from and against all claims, causes of action, damages, liabilities, judgments, losses, costs and expenses (including, without limitation, reimbursement for attorneys’ fees, costs and expenses) based upon or arising out of or in connection with: (i) its breach or default of any provision of this agreement; (ii) the breach of its warranties or representations set forth herein; and/or (iii) the operations of its business and complaints from any third party relating to the advertising and promotions disseminated pursuant to this Agreement.
5. Cellforce hereby warrants and represents: (i) that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation; (ii) that it has the legal right and authority to enter into and perform its obligations under this agreement; and (iii) that it will utilize standards prevailing in the industry to perform its services hereunder.
In the event it is determined Cellforce breached any warranties or representations or other agreements required of it under this Agreement, the sole remedy of Company/Client shall be for Cellforce to either: (i) refund Company/Client the amount of fees paid to it for the months involved in such breach; or (ii) to resupply the advertising in accordance with the terms hereof, which remedy shall be made in the sole discretion of Cellforce.
THE FOREGOING WARRANTIES, TERMS OR CONDITIONS ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, TERMS OR CONDITIONS, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES, TERMS OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE AGGREGATE LIABILITY OF Cellforce ARISING OUT OF, OR RELATING TO, THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHER LEGAL AUTHORITY) SHALL NOT EXCEED THE AMOUNT OF FEES BILLED BY Cellforce TO COMPANY/CLIENT PURSUANT TO THIS AGREEMENT IN ANY TWELVE (12) MONTH PERIOD. IN ADDITION, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE OR OTHER INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST REVENUES OR PROFITS), WHETHER OR NOT NOTIFIED OF SUCH DAMAGES.
6. The parties agree that any dispute, controversy or claim arising out of or relating to this Agreement, whether based on contract, tort, statute or other legal theory of the breach hereof shall be resolved in binding arbitration in accordance with the following provisions. Such dispute shall be resolved by binding arbitration to be conducted in accordance with the international arbitration rules of the American Arbitration Association before one arbitrator who shall be selected jointly by the parties, or if the parties cannot agree on the selection of an arbitrator, such arbitrator shall be selected by the American Arbitration Association. The arbitration proceeding shall be conducted in Palm Beach County, Florida. Each party shall be responsible for fifty (50%) percent of the cost of arbitration.
7. The parties hereto waive trail by jury in any judicial proceeding involving, directly or indirectly, any matter (whether in tort, contract or otherwise) in any way arising out of, related to or connected with this agreement, any related documents or their relationship established hereunder. Notwithstanding the foregoing, it is the intent of the parties to resolve all disputes related to this Agreement pursuant to binding arbitration as provided for above.
8. Neither party shall be liable for any reasonable delay or failure in performance of its duties under this agreement or for any interruption of services rendered hereunder, which results directly or indirectly from acts of God, civil or military authority, acts of public enemies, war, accidents, fires, earthquakes, the elements, utility companies or any other cause beyond the direct and reasonable control of such party.
9. You agree to pay Ugotitfirst.com all applicable charges to your account as posted by us in United States dollars in accordance with the terms of your order, including any applicable taxes, in accordance with our billing terms. You may pay via credit card or charge card. At the sole discretion of Cellforce, LLC, advertisers may be provided the option to make payments by check. If payment cannot be charged to your credit or charge card, for whatever reason, or if there is a chargeback for any reason, or if a check is returned as a result of insufficient funds or any other reason, we reserve the right to suspend or terminate your account.
We reserve the right to reject any advertising submission for any reason we deem appropriate. We also reserve the right to remove any submission for any reason. You represent and warrant that the content of your advertising submission does not violate any law or regulation, does not infringe upon any copyright, trademark, trade secret of any other intellectual property right, does not defame any third party or entity, and shall not cause any civil claim of any nature to arise. In the event that any civil claim or tort arises or is threatened, you agree to hold us harmless and indemnify us from the same. Your advertising content may not be misleading or false and it may not be threatening in nature. We do not guarantee the delivery of any message nor do we guarantee that the subscribers who receive messages will actually read them. If we, in our sole discretion, determine that any advertiser's content is inappropriate for delivery, we will not deliver, transmit or distribute the message and no refund will be issued.
10. Refunds To Advertisers Under no circumstance will we issue a refund of any kind. Any advertisements prepaid by any advertiser will remain a liability of ugotitfirst.com, but will not be refunded.
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