Terms of Service
ULTRACAMP TERMS OF SERVICE
Last updated October 1, 2025
Services: These Terms of Service (these “Terms”) govern the use of and access to those certain services provided by UltraCamp to Clients pursuant to certain order forms executed and certain terms selected by Client on UltraCamp’s website (the “Services”), which Services include, without limitation, online registration, data collection tools, data management, reporting tools, payment processing, training and technical support via email and telephone. These Terms are effective as of the date the Client accepts them (the “Effective Date”). Client’s execution of an order form or use of the Services shall constitute acceptance and agreement to these Terms. Individuals accepting these Terms on behalf of their employer or another entity represent and warrant that: (i) they have full legal authority to bind their employer, or the applicable entity, to these terms and conditions; (ii) they have read and understand these Terms; (iii) they agree, on behalf of the party that they represent to these Terms, and (iv) they are at least 18 years of age.
YOU AGREE ULTRACAMP MAY MODIFY OR AMEND THESE TERMS AT ANY TIME BY POSTING THE UPDATED TERMS ON ITS SITE OR SENDING YOU THE UPDATED VERSION. WE ENCOURAGE YOU TO CHECK REGULARLY FOR UPDATES AT https://ultracampmanagement.com/terms-of-service2_0_0/. CHANGES WILL BECOME EFFECTIVE 10 DAYS AFTER THEY ARE POSTED. HOWEVER, CHANGES ADDRESSING NEW FUNCTIONS FOR A SERVICE OR MADE FOR LEGAL OR REGULATORY REASONS WILL BE EFFECTIVE IMMEDIATELY. YOUR CONTINUED USE OF THE SERVICES AFTER THE EFFECTIVE DATE OF ANY CHANGES CONSTITUTES ACCEPTANCE OF SUCH NEW TERMS AND TO BE BOUND BY SUCH NEW TERMS.
Grant of License: During the Term, and subject to the terms and conditions of these Terms, UltraCamp grants to Client, and Client accepts, a non-exclusive, revocable, nontransferable, non-sublicensable, limited right and license to access and use the Services specified in the applicable order form(s) solely for Client’s own business purposes. Client shall prevent any unauthorized access to or use of the Services and shall notify UltraCamp promptly of any such unauthorized access or use.
Data Ownership and Usage: Client shall own its data and content stored in the UltraCamp System (“Client Data”). Client is solely responsible for the accuracy, quality and legality of Client Data and the means by which Client acquired the Client Data. “UltraCamp System” is defined as the administrative interface of reports and tools used to manage Client Data. UltraCamp does not use database data, including Client Data, for marketing or any purpose other than providing the Services pursuant to these Terms. Client Data is available for export while these Terms are active. Client acknowledges that the Services, including any underlying technologies and processes, are proprietary to UltraCamp and UltraCamp owns all rights and interests in the Services other than Client’s rights to the Client Data.
Security Breach Notification: UltraCamp shall, without unreasonable delay, notify Client upon learning of any actual or suspected misappropriation of Personal Data in performance of the Services (a “Data Breach”). Upon UltraCamp providing such notice to Client, subject to applicable Data Protection Laws, Client shall be solely responsible for providing any notices or providing any remedies required by applicable Data Protection Laws. “Personal Data” means all information that UltraCamp receives from Client in connection with the Services that identifies or can be used to identify any specific individual or otherwise concerns the personal circumstances of an identified individual and accordingly is protected under Data Protection Law. Personal Data includes without limitation “nonpublic personal information” as defined under the Gramm-Leach-Bliley Act (15 U.S.C. § 6801 et seq.), “Personal Data” as defined in Regulation (EU) 2016/679 (together with any national implementations thereof, “GDPR”), and “personal information” as defined under the Massachusetts Standards for the Protection of Personal Data of Residents of the Commonwealth (201 CMR 17.01 et seq.), and “personal information” as defined in the California Consumer Privacy Act of 2018. “Data Protection Law” means all federal, state, local and foreign laws, statutes, regulations, rules, and official guidance applicable to the protection of Personal Data under this Agreement in all applicable jurisdictions.
Access to and use of our APIs: Access and use of any application program interface (“API”), API specifications, and related software, information and materials which UltraCamp may make available is governed by this Agreement and the additional terms in the UltraCamp API License Terms, available at https://ultracampmanagement.com/API License Terms/. Client shall abide by the terms and conditions contained in the UltraCamp API License Terms. Unless expressly stated in this Agreement or the API License Terms, in the event of any contradiction between the API License Terms and this Agreement, the API License Terms shall prevail solely to the extent necessary to resolve the contradiction.
Indemnification: Client warrants that none of the material obtained by UltraCamp from Client to be incorporated into any Services provided to Client shall contain any libelous or unlawful material or infringe on any proprietary rights of third parties or violate any laws applicable to Client, including data privacy or protection laws. Client shall indemnify, defend, and hold UltraCamp and its members, managers, officers, and affiliates harmless from all claims, damages, costs, including attorney fees and costs, incurred by UltraCamp and its members, managers, officers, and affiliates which arise from or relate to Client’s obligations under these Terms and Client’s use of the Services and UltraCamp System, except to the extent caused by UltraCamp’s gross negligence or intentional misconduct or the infringement of third party proprietary rights by the UltraCamp System.
Disclaimer of Warranties and Limitation of Damages: UltraCamp warrants that the Services provided will perform substantially in accordance with the applicable and then-current UltraCamp documentation for the respective Services. THIS WARRANTY IS THE ONLY WARRANTY MADE BY ULTRACAMP WITH RESPECT TO THE ULTRACAMP SYSTEM AND THE SERVICES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THIS SECTION, THE SERVICES AND ULTRACAMP SYSTEM ARE PROVIDED “AS-IS” AND ULTRACAMP EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OF NON-INFRINGEMENT. THIS WARRANTY: (A) IS CONTINGENT UPON CLIENT’S USE OF THE SERVICES IN COMPLIANCE WITH THESE TERMS; (B) DOES NOT GUARANTEE ACCESS, USE, EXECUTION OR OPERATION OF THE SERVICES WITHOUT INTERRUPTIONS, BUGS, OR ERRORS, OR THAT ERRORS WILL BE CORRECTED; (C) DOES NOT COVER ANY BREACHES TO THE EXTENT CAUSED BY THIRD PARTY HOSTING , INTERNET, OR OTHER THIRD PARTY SERVICE PROVIDERS OUTSIDE THE CONTROL OF ULTRACAMP; (D) DOES NOT APPLY TO DATA (INCLUDING PERSONAL DATA) TO THE EXTENT THE INPUT, OUTPUT, ACCURACY, AND/OR SUITABILITY OF WHICH ARE MADE BY, OR UNDER CONTROL OF, CLIENT; (E) DOES NOT GUARANTEE THAT THE SERVICES AND/OR THE RELATED APPLICATIONS WILL MEET CLIENT’S REQUIREMENTS OR OPERATE IN THE COMBINATIONS CLIENT MAY SELECT OR USE; (F) IS VOID UPON ANY MATERIAL BREACH OF THESE TERMS BY CLIENT, OR UPON ANY ACCESS OR USE OF THE SERVICES NOT PERMITTED BY THESE TERMS; AND (G) WILL BECOME VOID IF THE ALLEGED BREACH IS NOT DULY REPORTED TO ULTRACAMP WITHIN FIFTEEN (15) DAYS AFTER CLIENT BECOMES AWARE THEREOF. ULTRACAMP’S ENTIRE AND SOLE LIABILITY AND CLIENT’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF THE FOREGOING WARRANTY SHALL BE, AT ULTRACAMP’S OPTION, FOR ULTRACAMP TO (x) CORRECT SUCH NONCONFORMITY BY REPAIR, REPLACEMENT, RECONFIGURATION, OR SUITABLE WORKAROUND, OR TO (y) TERMINATE THESE TERMS AND REFUND THE PORTION OF THE FEES ACTUALLY RECEIVED BY ULTRACAMP DIRECTLY RELATING TO THE NONCONFORMING SERVICES IN THE PRIOR TWELVE (12) MONTH PERIOD TO THE CLAIM ARISING.
IN NO EVENT WILL ULTRACAMP, OR ITS AFFILIATES, HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COST OF COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS OR LOSS OF DATA. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ULTRACAMP TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CLIENT FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. IT IS THE SOLE RESPONSIBILITY OF CLIENT TO MAINTAIN A STORED BACKUP COPY OF CLIENT’S DATA IN THE EVENT THAT ANY COMPONENT OF THE SERVICES ARE RENDERED UNAVAILABLE FOR ANY LENGTH OF TIME.
Third Party Services: Client may use the Services to obtain one or more Third Party Services from providers that UltraCamp retains from time to time to provide that Third Party Service (each a “Third Party Provider”). “Third Party Service” shall mean a third party (e.g., non UltraCamp) product or service that interoperates with the Services and that Client may access in connection with using the Services.
If Client chooses to use a Third Party Service, Client grants UltraCamp permission to allow the Third Party Provider to access Client Data as required for the operation of that Third Party Service with the Services.
UltraCamp does not guarantee or warrant the continued availability of any Service features designed to operate with Third Party Services. UltraCamp may cease providing such features without entitling Client to any refund, credit, or other compensation, including, without limitation, if the Third Party Provider ceases to make the Third Party Service available for operation with the Services in a manner acceptable to UltraCamp. FURTHER, THE THIRD PARTY SERVICES, ASSOCIATED FEATURES AND THE OPERATION WITH THE SERVICES ARE PROVIDED “AS-IS,” “WHERE IS” AND AS AVAILABLE. TO THE EXTENT PERMITTED BY LAW, ULTRACAMP, AS IT RELATES TO THE THIRD PARTY SERVICES, ASSOCIATED FEATURES AND THE OPERATION WITH THE SERVICES, EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE TERMS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT.
UltraCamp is not responsible for any disclosure, modification or deletion of Client Data resulting from access by such Third Party Service or its provider or any associated liabilities, claims or damages arising from Client’s use of any Third Party Services. Client shall comply with the terms of service of any Third Party Service and ULTRACAMP SHALL BE ENTITLED TO RELY, AS A THIRD PARTY BENEFICIARY, ON ANY LIMITATIONS OF LIABILITY CONTRACTUALLY IMPOSED BY A THIRD PARTY PROVIDER RELATING TO CLIENT OR ITS AFFILIATES.
If Client uses any of the Services, Client hereby acknowledges and agrees that Client shall be solely responsible for obtaining all necessary consents from its users for any Third Party Provider or UltraCamp to share such user’s Personal Data, which would specifically include, but not be limited to, biometric information related to facial recognition and related technologies. Further, Client acknowledges and agrees that it will only use such biometric information related to facial recognition and related technologies in accordance with all applicable laws and regulations, including Data Protection Laws.
Term and Termination: Unless otherwise specified in the applicable order form, these Terms has an initial term of one year (the “Initial Term”) and, following the Initial Term, shall automatically renew each year on the anniversary of the Effective Date (the “Anniversary Date”) for successive one (1) year periods unless terminated by either party on written notice at least ninety (90) days prior to an Anniversary Date (the “Term”). Other than as specified herein, these Terms may not be terminated prior to the end of the Term. Upon the termination of these Terms for any reason, including early termination for Client’s breach, UltraCamp will not provide any refunds of prepaid fees, and Client will promptly pay all unpaid Fees or other charges due under all active order forms through the end of the Initial Term or any current Term. UltraCamp may terminate this agreement upon 30 days’ prior written notice upon any breach of this agreement, including non-payment of fees due, unless Client cures the breach within such 30 day cure period. Additionally, UltraCamp may elect to suspend any Services provided to Client upon Client’s failure to make payments when due.
Access and Use of the Services: Client shall be assigned a unique identifier to access the Services (a “Login ID”). Client must protect and ensure the confidential nature of such Login ID and password. Client is solely responsible and liable for all uses of the Services and applicable documentation resulting from access provided by Client to any third party, directly or indirectly, whether such access or use is permitted by or in violation of these Terms. Client shall abide by the terms and conditions contained in the then-current version of the UltraCamp End User License Agreement (available at:https://ultracampmanagement.com/end-user-license-agreement/ and the UltraCamp Privacy Policy available at: https://ultracampmanagement.com/privacy-security-policy/, which policies may be modified and supplemented from time to time. UltraCamp reserves the right to terminate Client’s or its users’ use or access to the Services in UltraCamp’s sole discretion.
Prohibited Activities: Client shall not, nor shall it permit any other individual or entity to: (a) use or access the Services except as expressly permitted by these Terms; (b) disassemble, decompile, or decrypt any applications, software, source code, or other computer language that provides or helps to provide functionality (including query results) in the Services, or that otherwise powers or comprises the Services; (c) remove, alter, cover, or obscure the copyright or other proprietary notices appearing in the Services; (d) alter, modify, or prepare derivative works based on any software or application accessible through the Services; (e) sell, license, rent or otherwise make available the Services to, or use any part of the Services for the benefit of, anyone other than Client and its permitted users; (f) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party proprietary or privacy rights; (g) use the Services to store or transmit code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs or Trojan horses; (h) use the Services or applicable documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, (i) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein; (j) attempt to gain unauthorized access to the Services or its related systems; (k) access the Services in order to build or assist in building a competitive service or to benchmark with a non-UltraCamp service; (l) reverse engineer the Services; or (m) share credentials with or provide access to the UltraCamp System to users that are not authorized.
Compliance with Laws: Client shall comply with all applicable laws and regulations in connection with these Terms and its access and use of the Services, including, without limitation, as to disclosure or use of all Client Data and all other information and materials which UltraCamp obtains on behalf of Client or Client’s campers, parents, staff, customers, and/or affiliated persons and entities.
Confidentiality: A party that receives Confidential Information (“Receiving Party”) disclosed by the other party (“Disclosing Party”) agrees to keep such information confidential, and shall use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (and at least reasonable care) to (a) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms and the licenses granted herein, and (b) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information to those of its employees and contractors who need that access for purposes consistent with these Terms and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. “Confidential Information” means these Terms (including pricing), all trade secrets, business and financial information, software, machine and operator instructions, business methods, procedures, know-how, documentation and technical information, and other information that relates to the business or technology of either party and is marked or identified as confidential or disclosed in circumstances that would lead a reasonable person to believe such information is confidential. UltraCamp’s Confidential Information includes, without limitation, the Services and all documentation or technical information relating thereto. Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) is received from a third party, or known to the Receiving Party prior to its disclosure by the Disclosing Party, or (c) was independently developed by the Receiving Party.
Proprietary Rights
Except for the limited rights and license expressly granted hereunder, nothing in these Terms grants to Client or any third party any intellectual property rights or other right, title, or interest in or to the Services, or in and to the trademarks, trade names, copyrights, patents, graphics, text and other material appearing on or with the Services (other than Client’s trademarks, trade names or proprietary graphics). Client shall not use the Services in any manner except as expressly authorized under these Terms. All right, title, and interest in and to the Services, the trademarks, trade names, copyrights, patents, graphics, text and other material appearing on or with the Services and the associated applications (other than Client’s trademarks, trade names or proprietary graphics) and all additions, modifications, derivatives, improvements, translations, compilations, thereof and thereto (collectively, “Derivatives”) are and shall remain UltraCamp’s sole and exclusive property. In the event Client or any third party on its behalf creates, or acquires any right, title or interest in or to, any Derivatives, Client hereby grants to UltraCamp an exclusive, perpetual, irrevocable, transferable, assignable, fully paid-up, royalty-free, worldwide, unlimited license to, with the right to sublicense (in multiple tiers) and to have others, reproduce, modify, create derivative works based upon, publicly perform, display, and broadcast, sell, distribute, make, import, use and exploit for any purpose (all such actions, “Use”) such Derivatives. Client grants to UltraCamp a world-wide, royalty free, fully paid up, perpetual, irrevocable, assignable, transferable and non-exclusive license to, with the right to sublicense (in multiple tiers) and have others, Use Client Data, as reasonably necessary for UltraCamp to (i) provide the Services (including access to third party services) in accordance with these Terms; (ii) evaluate and provide benchmarking, analytics and trends for Client and, on an aggregated basis, evaluate and provide trends, analytics, best practices, and benchmarking for UltraCamp, third parties and its other customers; (iii) improve the Services, and (iv) in connection with the analysis and monitoring of Client’s use of the Services and in connection with the legitimate, business and information security operations of UltraCamp. Client grants to UltraCamp and its affiliates a world-wide, royalty free, fully paid-up, perpetual, irrevocable, and non-exclusive license to, with the right to sublicense (in multiple tiers) and have others, Use any suggestion, enhancement request, recommendation, correction or other feedback provided by Client relating to the operation of the Services.
Training and Consultation: During the Term, UltraCamp agrees to provide consultation via telephone, live chat and via UltraCamp’s electronic ticketing system regarding the use of the Services to authorized users, at the days and hours displayed at https://ultracampmanagement.com/home/contact/ (“Phone Support Hours”). UltraCamp shall use commercially reasonable efforts to respond to Client’s requests for assistance with reasonable care and speed. Client acknowledges that delays in response time may result from time to time because, among other things, (i) standard and emergency maintenance, (ii) a force majeure event, (iii) additional information is required from Client in order for UltraCamp to provide the information or resolution to address Client’s request(s) and (iv) higher than expected call volume. Client also acknowledges that delays may result due to unforeseen technical and/or personnel problems encountered by UltraCamp. If Client requests additional consultation, UltraCamp may, but has no obligation to, provide such enhanced consultation at an additional fee in accordance with the Fee Schedule.
UltraCamp Fees and Taxes
Reservation and subscription fees for the Services shall be as provided in the sales order form (“Sales Order Form”) signed by Client. The License Fee may increase each year, provided that UltraCamp provides you with at least thirty (30) days prior written notice via email or otherwise of the effective date of such increase. All other Fees for the Services shall be as provided in at https://ultracampmanagement.com/fee-schedule (the “Fee Schedule”). The Fee Schedule is subject to change upon 30 days’ prior notice provided by UltraCamp.
In addition, Client shall be responsible for any applicable taxes, including without limitation, any sales, use, levies, duties, excise or any value added or similar taxes (“Taxes”) payable with respect to Client’s use of the Services and other goods and services provided to Client that are assessable by any local, state, provincial, federal, or foreign jurisdiction, other than taxes based upon UltraCamp’s net income. Unless expressly specified otherwise in any order form, all fees, rates and estimates exclude Taxes.
Governing Law and Choice of Forum: It is agreed that the exclusive forum for determination of any and all disputes under or in connection with these Terms and the Services shall be the City and County of Denver, Colorado and these Terms shall be governed by and interpreted under the applicable laws of the State of Colorado without regard to conflict of laws. THE PARTIES IRREVOCABLY AGREE TO WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING UNDER OR RELATING TO THIS AGREEMENT.
Severability: If any term or provision of this Agreement is declared void such declaration shall not affect the validity or enforceability of the remaining provisions hereof.
Binding Agreement; Assignment: These Terms shall be binding upon and shall inure solely to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns. Client shall not sell, transfer, lease, sublicense, assign, pledge, mortgage or otherwise dispose of any of the rights, privileges, duties, and obligations granted or imposed hereunder without UltraCamp’s prior consent. Notwithstanding anything to the contrary contained herein, UltraCamp may freely assign these Terms, including, but not limited to any affiliate or subsidiary or to a third party pursuant to any acquisition, merger or change of control of UltraCamp.
Outages and Alternative Access: In the event of a failure or malfunction of the UltraCamp site for a continuous period of seventy-two hours or more such that Client cannot access UltraCamp for the purposes delineated herein (an “outage”), UltraCamp will use commercially reasonable efforts to provide alternative access to the Services and Client Data. These steps may include, at UltraCamp’s option, using a different internet host, data center or bandwidth provider. Notwithstanding anything contained herein to the contrary, UltraCamp shall not be liable for any delay or failure to perform its obligations due to an outage or to circumstances beyond UltraCamp ‘s control, such circumstances to include, without limitation, natural disasters; terrorism; labor disputes; war; declaration of governments; transportation delays; data center, computer and/or network failures; power outages; acts of civil or military authorities; interruptions in third-party telecommunications or internet equipment or service; introduction of viruses, worms, time bombs or Trojan horses to the Services; acts of God; pandemic; epidemic; or misuse of the Services by Client.
Notices: Any notices or other communications required or permitted hereunder shall be in writing and shall be sufficiently given if sent by electronic mail, overnight mail, registered mail or certified mail, postage prepaid, return receipt registered or by hand, to the parties at an address as either party provides with reasonable advance notice, and shall be effective upon delivery. In the event that Client’s address for notice changes during the Term, Client shall promptly provide UltraCamp with such new address.
MERCHANT PROCESSING; CREDIT CARD DATA
During the term hereof, UltraCamp agrees to use commercially reasonable efforts to maintain Payment Card Industry Data Security Standards (“PCI Standards”) compliance to the extent required by law in order to provide the services described under this section. Client is responsible for its individual PCI Standards compliance and annual validation to its credit card services provider. Except for data collected through (i) UltraCamp (or its affiliate or subsidiary), (ii) the merchant processing partner designated by UltraCamp, or (iii) in explicitly designated, PCI Standards compliant sections of the Services, Client shall not use the Services to collect or store credit card or bank account information of its users.
- USE OF DESIGNATED MERCHANT PROCESSING PARTNER
If Client elects to process credit card payments or ACH e-check payments through UltraCamp, then Client shall do so by entering into a separate agreement with either (i) UltraCamp (or its affiliate or subsidiary) or (ii) the merchant processing partner designated by UltraCamp, which agreement shall contain such terms and conditions as Client and either (a) UltraCamp (or its affiliate or subsidiary) or (b) such merchant processing partner agree upon from time to time, and provided further, if Client makes such election under this section, Client hereby authorizes UltraCamp to access and use the Client Data, including Client’s transaction records, statements, notices and other merchant processing data in the merchant processing partner’s back office platform and administrative and reporting tools and systems. Fees charged by payment processing providers may change from time to time upon thirty (30) days prior written notice. Client acknowledges and agrees that the merchant processing partner and merchant bank for the processing of credit card payments or ACH e-check payments may or may not be affiliated with UltraCamp, have been designated by UltraCamp for the convenience of the Client, and UltraCamp shall have no liability or obligation with respect to the actions or failure to act of such merchant processing partner and merchant bank, and the breach or violation by such parties of any agreement with Client or UltraCamp, or their violation of any applicable state or federal laws, rules, or regulations (including, without limitation, PCI Standards).
- USE OF NON-DESIGNATED MERCHANT PROCESSING PARTNER
If Client desires to process credit card payments or ACH e-check payments through the Services but not through a merchant processing partner designated by UltraCamp (“Non-Designated Processing Provider”), then Client must get consent from UltraCamp, which consent may be withheld in UltraCamp’s sole discretion. Provided that Client obtains such consent from UltraCamp, then Client may select such Non-Designated Processing Provider and process payments through such Non-Designated Processing Provider; provided Client enters into a separate agreement with such Non-Designated Processing Provider which agreement shall contain any and all such terms and conditions for the provision of credit card processing as Client and such Non-Designated Processing Provider agree upon from time to time.
In exchange for UltraCamp permitting the Client to utilize the Services with a Non-Designated Processing Provider, Client shall pay UltraCamp a fee (“Non-Designated Processor Fee”) which Non-Designated Processor Fee shall be a percentage, to be determined by UltraCamp, of every dollar processed through the Non-Designated Processing Provider via the Software Products. At the end of each month, UltraCamp will invoice Client the Non-Designated Processor Fee as determined by the dollars processed through the Non-Designated Processing Provider each month. UltraCamp reserves the right to increase the Non-Designated Processor Fee in its sole discretion effective upon 30 days prior written notice (email sufficient) to Client. Client acknowledges and agrees that UltraCamp shall have no liability or obligation with respect to the actions or failure to act of such Non-Designated Processing Provider and any merchant bank associated with it, and the breach or violation by such parties of any agreement with Client or UltraCamp, or their violation of any applicable state or federal laws, rules, or regulations (including, without limitation, PCI Standards).
BACKGROUND SEARCH SERVICES
UltraCamp may provide Client with the option of obtaining certain background check services selected from the options set forth in the applicable Services module from time to time (the “Search Services”). As a precondition to obtaining the Search Services, Client agrees to the terms and conditions set forth in (i) this Agreement and (ii) any “end user certification” and/or other documentation required by the background check fulfillment company that UltraCamp retains from time to time to provide the Search Services (the “Background Check Provider”). For these Search Services, Client agrees to pay the amount specified in the background check page from time to time, plus any additional fees incurred as a result of an automatically triggered additional search, as described in the ordering process. The provisions of this section shall control in the event of any conflict with any other provision of this Agreement.
- WARRANTIES AND DISCLAIMER OF WARRANTIES REGARDING THE SEARCH SERVICES.
UltraCamp warrants that UltraCamp will accurately communicate Client’s order to the Background Check Provider and will use commercially reasonable efforts to communicate the results provided within seven (7) business days of receiving them from the Background Check Provider. The warranty set forth in this section will become void unless Client reports any deficiencies in the Search Services provided under this section to UltraCamp in writing, within twenty-one (21) days after the performance of the Search Services.
UltraCamp’s entire liability and Client’s sole and exclusive remedy for breach of the foregoing warranty shall be, at UltraCamp’s sole option, for UltraCamp to either (i) correct such nonconformity by re-performance of the Search Services found to be deficient, or (ii) refund the fees actually received by UltraCamp with respect to the deficient Search Services.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLIENT, ON BEHALF OF ITSELF AND ITS AFFILIATES, AGREES TO LOOK ONLY TO THE BACKGROUND CHECK PROVIDER FOR PERFORMANCE OF THE SEARCH SERVICES. ULTRACAMP SHALL BE ENTITLED TO RELY AS A THIRD PARTY BENEFICIARY ON ANY LIMITATIONS ON LIABILITY CONTRACTUALLY IMPOSED BY SUCH BACKGROUND CHECK PROVIDER RELATING TO CLIENT OR ITS AFFILIATES. FURTHER, BACKGROUND CHECK PROVIDER SERVICES AND THE INTEROPERATION WITH SERVICES ARE PROVIDED “AS-IS” AND AS AVAILABLE. TO THE EXTENT PERMITTED BY LAW, ULTRACAMP, AS IT RELATES TO THE BACKGROUND CHECK PROVIDER SERVICES AND THE INTEROPERATION WITH SERVICES, EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE TERMS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT.
ULTRACAMP MAKES NO REPRESENTATION THAT THE INFORMATION RETRIEVED FROM GOVERNMENTAL AND OTHER DATABASES AND REPORTED TO CLIENT IN CONNECTION WITH THE SEARCH SERVICES IS TRUE, CORRECT OR COMPLETE.
- LIMITATION OF LIABILITY WITH RESPECT TO THE SEARCH SERVICES.
Client acknowledges and agrees that it is Client’s exclusive responsibility to use the background search information provided by UltraCamp or the Background Check Provider in accordance with all applicable employment and other laws and that UltraCamp shall have no liability or responsibility related to or arising from Client’s use or disclosure of any background search information provided by UltraCamp or the Background Check Provider to Client.
EXCEPT AS MAY OTHERWISE BE PROVIDED IN THE FEDERAL FAIR CREDIT REPORTING ACT (AS AMENDED) AND SIMILAR STATE OR INTERNATIONAL DATA PROTECTION LAWS, ULTRACAMP’S AGGREGATE LIABILITY FOR ANY COSTS OR DAMAGES ARISING FROM ANY FAILURE OF ULTRACAMP TO CORRECTLY PROVIDE THE RESULTS OF THE RELEVANT SEARCH SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT FOR SUCH SEARCH SERVICES IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE CLAIM ARISING. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. EXCEPT AS MAY OTHERWISE BE PROVIDED IN THE FEDERAL FAIR CREDIT REPORTING ACT (AS AMENDED) AND SIMILAR STATE LAWS, IN NO EVENT SHALL ULTRACAMP BE LIABLE FOR INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATING TO THE BACKGROUND SEARCH SERVICES OR THE INFORMATION PROVIDED BY ULTRACAMP TO CLIENT.
CLIENT SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS ULTRACAMP, ITS AFFILIATES AND THEIR RESPECTIVE OWNERS, MANAGEMENT, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS WITH RESPECT TO BACKGROUND SEARCH SERVICES.
Old Terms of Service: