Terms of Sale

Certain products, services, and content may from time to time be made available to you (“you” or “User”) by Utreon Inc. or their affiliates (referred to herein as “us”, “we” or “Utreon”) in connection with Utreon’s websites, or other services offered by Utreon (“Utreon Service”). By purchasing products, services, or content, including any purchases made as a gift to another user, through the Utreon Service that link to this Terms of Sale (“Ancillary Products and Services”), you signify that you have read, understand, and agree to be bound by the Terms of Sale in effect at the time of purchase (“Terms of Sale”). Your purchases of Ancillary Products and Services and your use of Utreon Service are also governed by the Utreon Terms of Service (“Terms of Service”), which are incorporated herein by reference.

These Terms of Sale are subject to change without prior written notice, in Utreon’s sole discretion. If Utreon changes these Terms of Sale, and we provide notice, we may do so by sending an email, posting a notice on the Utreon Service. Please check these Terms of Sale periodically for those changes. Any modified terms will apply to any purchase made after such changes are posted on the Utreon Service. Therefore, you should review these Terms of Sale prior to each purchase so you will understand the terms applicable to such transaction. If you do not agree to these Terms of Sale, do not make any purchases on the Utreon Service.

PLEASE READ THESE TERMS OF SALE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.

Purchase Qualifications; Account Security

To make a purchase on the Utreon Service, you must be a registered Utreon Service user and comply with these Terms of Sale (including the Terms of Service). You acknowledge that you are responsible for maintaining the security of, and restricting access to, your account and password, and you agree to accept responsibility for all purchases and other activities that occur under your account. Utreon sells its Ancillary Products and Services only to those users who can legally make purchases with a credit card. If you are between the ages of 13 and 18 (or the legal age of majority in your state of residence), you may make purchases on the Utreon Service only with the permission of a parent or guardian. Utreon reserves the right to refuse or cancel orders or terminate accounts, at any time in its sole discretion.

Subscription Service Terms

Utreon may offer certain Ancillary Products and Services in connection with the Utreon Service on a subscription basis with recurring payments (“Subscription Services”). Subscription Services may renew automatically, with payment due prior to each renewal. You agree to pay your subscription fee in advance of receiving any such Subscription Service. Utreon reserves the right to discontinue or modify any subscription fee payment option. If we discontinue or modify a subscription payment option, we will provide notice of such discontinuance or modification. If you are signing up under any promotional subscription fee, some additional restrictions may apply. These restrictions, if any, will be provided to you before you sign up for the applicable Subscription Service that is subject to the promotion.

You are responsible for all charges incurred under your account. Utreon reserves the right to deactivate Subscription Services to your account if payment is past due, regardless of the dollar amount.

Subscription Service - Automatic Payments

If you choose a Subscription Service (including any pre-paid subscription option, gift subscriptions, or channel subscriptions that revert to a monthly payment plan at the expiration of the pre-paid period), you hereby grant Utreon permission to automatically charge the subscription fee to your chosen payment method at the beginning of each applicable payment period until you cancel the Subscription Service. Your access to the Subscription Services will not be established until Utreon has verified that the credit card or other payment information you provide Utreon for payment is accurate and that your payment method account is in good standing.

You further agree that Utreon may charge any other applicable fees for the Utreon Service or Ancillary Products and Services, if disclosed to you in connection with your purchase, to your payment method, including any early termination fee.

You are required to keep your billing information current, complete, and accurate (for example, if you move, be sure to update your billing address, if you get a new credit/debit card, make sure you update the card number and/or expiration date) and notify Utreon if your selected payment method is cancelled (e.g., for loss or theft).

Utreon reserves the right to suspend or terminate your access to any Subscription Service that is a part of the Utreon Service without notice upon rejection of any charges or if your payment method (or its agent or affiliate) seeks return of payments previously made to Utreon when Utreon believes you are liable for the charges.

Cancellation of Subscription Services

You may cancel your Subscription Service at any time by selecting the “Cancel subscription” option on your account page in the relevant Utreon Service.

Your cancellation is effective at the end of the current payment period.

One-time payments

The one-time payments services to creators that Utreon may offer that allow users to support creators and express appreciation for specific creators using the one-time payment feature on the Utreon Service. Although Utreon may share revenue generated from the sale of one-time payments with creators, subject to the agreement solely between Utreon and the creators.

Utreon does not offer refunds for one-time payments all payments are final. Utreon may immediately suspend or terminate access to payments or payouts to users or creators for any or no reason, in our sole discretion, and without advance notice or liability. Utreon may increase or decrease payouts ratios, deposit limits, and restrict any subscription services at any time, even though such changes may affect the creator or user of Utreon Services. Users should not rely upon the continued availability of any subscriptions or ancillary services, rewards level, category, or tier.

Utreon reserves the right to change and update our remove content without notice, the content violates our community guidelines, or copyright violation. Utreon reserves all rights, title, and interest in Digital Content and Digital Content inventories, and all associated copyrights, trademarks, and other intellectual property rights therein. Except as required by applicable law, any unused Digital Content inventory will be forfeited to Utreon upon termination of your Utreon account.

Utreon allows Users to automatically make payments one time or subscription at will that automatically makes payment to creators on the users direct request using a saved payment instrument upon the users instructions in the case of one time payments or automatically on the 1. By enrolling in such a program, you authorize Utreon to charge the saved payment instrument provided by the amount specified at enrollment for replenishing your monthly re-occurring subscription on the 1st of each month for the specified amount depending on the number of channels you are subscribed to. Utreon reserves the right to discontinue or modify of such a program at any time. If we do so, we will provide notice of such discontinuance or modification, and unless you cancel your subscription, the new terms (including a price change) will take effect at the time of your next subscription.

Utreon reserves the right to deactivate any User from any Utreon service for any reason or no reason. Once a User has been deactivated, any in progress subscriptions by that User will be forfeited and may not be reinstated; the users future subscription payments to creators will be automatically cancelled upon the deactivation of the account.

Refund Policy

When you make a purchase for a creators channel, you have immediate access to, and use of, the Ancillary Services you have purchased. Accordingly, except as detailed in these Terms of Sale, you lose your right to cancel once you have made your purchase, and we do not offer any refunds or credits, including, without limitation, fees for Subscription Services. Utreon reserves the right to modify this refund policy as set forth below at any time.

Unless otherwise specified in these Terms of Sale or required under the applicable law in your jurisdiction, subscriptions and one-time payments are not refundable after purchase.

If you have problems with the channel subscriptions, please contact Customer Support.

Payment Method and Terms

We accept major credit cards, certain debit cards, PayPal, and/or such other payment methods we may make available to you from time-to-time through our site, as forms of payment. You are subject to all terms and conditions of the payment method you choose. By submitting an order through the Utreon Service, you authorize Utreon, or its designated payment processor, to charge the account you specify for the purchase amount. All payments are to be made in United States Dollars, except where other currencies are offered via the payment methods made available by Utreon.

PLEASE NOTE: Our payment processing partners may request that you provide certain personal data (e.g., a valid government issued ID, your legal name, address, and date of birth) for the purpose of making payment through its financial institutions and complying with applicable international, national, federal, state, and local laws and regulations. They may also communicate directly with you regarding any issues with a payment.

If a purchase has been declined online due to issues with your payment method, please ensure all data is correct and resubmit. If the transaction is not accepted online, please contact customer support via the email address made available to you in connection with the purchase.

Utreon may impose an additional transaction fee based on transactions associated with the Utreon Service, including a transaction fee applied to purchases from third parties. Such transaction fee will be disclosed to you prior to your consummation of the relevant transaction.

Service Descriptions and Availability, Errors

Utreon and its suppliers and licensors continually upgrade and revise the Utreon Service to provide you with new Ancillary Products and Services. Utreon may revise, discontinue, or modify Ancillary Products and Services at any time without prior notice to you, and Ancillary Products and Services may become unavailable without notice. Utreon shall have no liability of any kind if an Ancillary Product or Service that has been ordered is unavailable. If necessary, Utreon reserves the right to cancel an order or substitute an Ancillary Product or Service of equal or greater value when a product, service, or content is unavailable. For example, for pre-paid purchases of multi-month channel subscriptions, in the event a channel stops being available, Utreon is unable to offer you a refund but, upon request, will provide you with a credit to be applied to another subscription for the number of days in the month remaining on your original subscription.

We attempt to be as accurate as possible and eliminate errors on the Utreon Service; however, we do not warrant that any Ancillary Products and Services or description, photograph, pricing, or other information of a product, service, or content is accurate, complete, reliable, current, or error-free. In the event of an error, whether on the Utreon Service, in an order confirmation, in processing an order, delivering an Ancillary Product or Service, or otherwise, we reserve the right to correct such error and revise your order accordingly if necessary (including charging the correct price) or to cancel the order and refund any amount charged. In addition, we may, in lieu of a refund as provided in this paragraph, opt to provide you with a service credit, with a value equal to the amount charged to your payment method. Utreon reserves the right to determine and modify from time to time the exact nature of any such service credit, including conversion into one or more different types of Ancillary Products and Services credits. Your sole remedy in the event of an error is to cancel your order and obtain a refund or credit as set forth above.

Taxes

You are responsible for any applicable national, state, or local sales or use taxes, value added taxes (“VAT”) or similar taxes or fees payable in connection with your purchase of any products, services, or content for yourself or as a gift. As the purchaser of a subscription or digital good for another party as a gift, taxes or other fees on that transaction will be calculated based on your country of residence. If you do not pay such sales or other tax or fee on a transaction, you will be responsible for such taxes or fees in the event that they are later determined to be payable on such sale, and Utreon reserves the right to collect such taxes or other fees from you at any time.

Privacy

Your privacy is important to Utreon. Please see our Privacy Policy for information relating to how we collect, use, and disclose your personal information.

Disclaimers

THE UTREON SERVICE AND ANY ANCILLARY SERVICES OR ANY OTHER SERVICES MADE AVAILABLE THEREON ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

THE UTREON SERVICE AND ANY ANCILLARY PRODUCTS AND SERVICES OR ANY OTHER PRODUCTS, SERVICES, OR CONTENT MADE AVAILABLE THEREON ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. UTREON AND ITS AFFILIATES, PARTNERS, LICENSORS, DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

Reference to any products, services, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof, or any affiliation therewith, by Utreon. Nothing in these paragraphs will operate to exclude or limit warranties or liabilities which may not be excluded or limited under applicable law.

Limitation on Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL UTREON OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR PURCHASE OR USE OF ANY SERVICES OR ANY OTHER PRODUCTS, SERVICES, OR CONTENT, EVEN IF UTREON IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, UTREON’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID BY YOU TO UTREON FOR THE SERVICE FROM WHICH THE CLAIM AROSE, BUT IN NO CASE WILL UTREON’S LIABILITY TO YOU EXCEED $1,000. YOU ACKNOWLEDGE THAT IF NO AMOUNT IS PAID TO UTREON FOR THE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM UTREON, REGARDLESS OF THE CAUSE OF ACTION.

Governing Law; Venue and Jurisdiction

PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH UTREON AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM UTREON.

You and Utreon agree to arbitrate any dispute arising from these Terms of Sale or your use of the Utreon Service, except that you and Utreon are not required to arbitrate any dispute in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. You and Utreon agree that you will notify each other in writing of any dispute within thirty (30) days of when it arises. Notice to Utreon shall be sent to Utreon Inc., Attn: General Counsel, 477 Madison Ave, 6th Floor, #4859 New York, NY 10022. You and Utreon further agree: to attempt informal resolution prior to any demand for arbitration; that any arbitration will occur in New York County, New York; that arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of JAMS; and that the state or federal courts in New York County, New York have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. Any dispute between the parties will be governed by this Agreement and the laws of the State of New York and applicable United States law, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction. Whether the dispute is heard in arbitration or in court, you and Utreon will not commence against the other a class action, class arbitration, or other representative action or proceeding.

Indemnity

You will indemnify, defend, and hold harmless Utreon, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners, and employees, harmless from and against any loss, liability, claim, demand, damages, costs, and expenses, including reasonable attorney’s fees, arising out of or in connection with your purchase or use of any products, services, or content, or any violation of this Agreement or of any law or the rights of any third party.

Other

Utreon Inc. is the seller of record of Services unless otherwise disclosed in connection with a particular Service.

These Terms of Sale, along with the Terms of Service, constitute the entire agreement between you and Utreon regarding purchases you make on the Utreon Service, superseding any prior agreements between you and Utreon relating to such purchases. The failure of Utreon to exercise or enforce any right or provision of these Terms of Sale shall not constitute a waiver of such right or provision in that or any other instance. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. If any provision of these Terms of Sale shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Sale and shall not affect the validity and enforceability of any remaining provisions. In the event of a conflict between these Terms of Sale and the Terms of Service, the Terms of Service shall be controlling.

Questions

Please visit our Help Desk for more information, contact help@utreon.com , or write to

ATTN: Purchase
Utreon Inc.
477 Madison Ave, Fl. 6 #4859
New York, NY, 10022
USA