Terms of Use

Terms of Use

Effective as of: February 6, 2017

These Terms of Use describe the terms and conditions applicable to your use of our website (www.ursaspace.com) and other online and mobile services operated by Ursa Space Systems Inc. (“Ursa,” “we,” “our,” or “us”) that link to or display these Terms of Use (collectively, the “Services”), and to your use of the information, materials, products, and services available through the Services. By accessing or using our Services, you acknowledge that you have read and understand these Terms of Use and agree to be bound by these Terms of Use. Please read them carefully. If you do not agree to be bound by these Terms of Use, do not access or use the Services.

Ursa may, at any time, make changes to the Services and the information, materials, products, and services available through the Services. Any modifications will take effect when posted. When these Terms of Use are modified, we will modify the “Effective as of” date set forth at the beginning of these Terms of Use. Your continued use of the Services after any modifications constitutes your agreement to the Terms of Use effective at the time of your use. You should periodically visit this page to determine the current Terms of Use to which you are bound. From time to time, we may make available certain Services to which additional Terms of Use may apply. Additional terms will be linked to, displayed or otherwise available within those Services, and those terms will become part of your agreement with us if you choose to access or use those Services.

Use of the Services

By using the Services you agree and acknowledge that:

• you can form a legally binding contract with Ursa;
• if you are accessing or using the Services on behalf of a business or other entity, you are authorized to agree to these Terms of Use on behalf of the business or entity;
• you are responsible for any activity that occurs through any account you create in connection with your access to or use of the Services and you agree that you will not rent, sell, transfer, license, or assign your account, username, or any account rights to any person;
• Ursa prohibits the creation of, and you agree that you will not create, an account for anyone other than yourself;
• you will comply with these Terms of Use and all applicable local, state, national, and international laws, rules, and regulations;
• you must not create accounts with the Services through unauthorized means, including but not limited to by using an automated device, script, bot, spider, crawler, or scraper; and
• you are solely responsible for your conduct and any and all data, text, files, information, usernames, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links, and other content or materials that you submit via the Services (“User Content”).

Rights You Have in the Services

We grant you a worldwide, royalty-free, non-assignable, non-sublicensable, non-exclusive, revocable, limited license solely to access and use the Services as permitted by these Terms of Use. This license is subject at all times to your adherence to these Terms of Use and our usage policies.

All content contained in the Services, including without limitation information, text, user interfaces, visual interfaces, photographs, trademarks logos, sound, artwork, videos, and computer code and the design, structure, selection, coordination, expression, and arrangement of any of the foregoing (collectively, the “Ursa Content”), is owned, controlled, or licensed by or to Ursa and is protected by U.S. trade dress, copyright, and other laws and other international conventions and laws. Except as expressly provided in these Terms of Use, you may not copy, modify, upload, download, post, transmit, republish or distribute any Ursa Content contained in the Services without our prior written permission.

You are authorized only to view and use the Ursa Content in connection with your use of the Services in accordance with these Terms of Use, provided that you leave all copyright notices or other proprietary notices intact. Except as expressly set forth herein, you may not store, modify, reproduce, transmit, reverse engineer, or distribute the Ursa Content in any form or media. You may not access, retrieve any data from, or otherwise perform any other activities on or through the Services using any type of software or other automated process (including without limitation scripts, robots, scrapers, crawlers, or spiders). The commercial use, reproduction, transmission, or distribution of any information, software, or other material available through the Services (including without limitation Ursa Content) without the prior written consent of Ursa is strictly prohibited. Except as provided herein, nothing contained in the Services shall be construed as granting to you or any person a license or other rights to, in or under any patent, trademark, copyright or other intellectual property right of Ursa or any third party. Ursa may revoke the permissions granted herein at any time.

If you download or use our software, such as our mobile application, you agree that the software may occasionally download and install upgrades, updates, and additional features from us to improve, enhance, and further develop the software and our Services. You may not copy, modify, distribute, rent, sell, lease, transfer, or assign any part of the Services. You may not reverse engineer or attempt to extract the source code of software underlying the Services unless applicable laws prohibit these restrictions or where you have our written consent.

We reserve the right to modify or terminate the Services or your access to the Services for any reason, without notice, at any time, and without liability to you. Upon termination, all licenses and other rights granted to you in these Terms of Use will immediately terminate.

Your Content and Conduct

You can learn about how we collect, use and disclose information provided by you through the Services by reading our Privacy Policy, incorporated herein by reference. You agree and consent to the terms of the Privacy Policy by your use of any of the Services.

Email and content submissions over the Internet may not be secure and are subject to the risk of interception by third parties. Please consider this before transmitting any information to us over the Internet.

You agree not to submit or transmit any User Content or emails through the Services that (i) are defamatory, threatening, obscene or harassing; (ii) contain software viruses or any other computer code, files, or programs designed to interrupt, destroy, disrupt, or limit the operation or functionality of the Services or of any Ursa system or server connected to the Services; (iii) incorporate copyrighted or other proprietary material of any third party without that party’s permission; or (iv) otherwise violate any applicable laws. Ursa shall not be subject to any obligations of confidentiality regarding any information or materials that you submit online except as specified in these Terms of Use, or as set forth in any additional terms and conditions relating to specific products or services of Ursa, or as otherwise specifically agreed or required by law.

You hereby grant to Ursa a worldwide, non-exclusive, royalty-free, fully sublicensable, fully transferable, irrevocable, perpetual license to use, reproduce, copy, distribute, prepare derivative works of, display and transmit the User Content in connection with Services or Ursa’s (and any successor’s) products, services or business.

We encourage you to contact us with ideas and suggestions. If you communicate an idea or suggestion to us, you relinquish any related claims for attribution or compensation and grant Ursa full and unrestricted rights to such idea or suggestion such that Ursa may, in its discretion, exercise full ownership rights over such idea or suggestion and use it without compensating or crediting you in any manner.

Third-Party Links

We may make services, features, or functionalities available to you (including through links) that are operated or provided by a third party. Each third party’s terms will govern your relationship with such third party. We are not responsible or liable for any third party’s terms and conditions or actions taken under a third party’s terms and conditions.

Indemnification

You agree to indemnify, defend and hold harmless Ursa, its affiliates, and the directors, officers, employees, representatives, contractors and agents of any of the foregoing from and against any and all complaints, charges, claims, damages, losses, costs, liabilities, and expenses of whatever form or nature (including without limitation attorneys’ fees and other costs of legal defense) related to or arising out of or in connection with (i) your access to or use of the Services, (ii) your breach of these Terms of Use, (iii) your violation of any third-party right, including without limitation any copyright, property, intellectual property or privacy right; or (iv) User Content.

Disclaimers

THE SERVICES AND URSA CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO (I) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR SATISFACTORY QUALITY (II) WITH RESPECT TO THE ACCURACY, QUALITY, CONDITION, COMPLETENESS OR RELIABILITY OF THE SERVICES OR URSA CONTENT, OR (III) ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN THE INDUSTRY. WE DO NOT REPRESENT OR WARRANT THAT THE SERVICES WILL ALWAYS BE SECURE, ERROR-FREE, OR TIMELY; THAT THE SERVICES WILL ALWAYS FUNCTION WITHOUT DELAYS, DISRUPTIONS, OR IMPERFECTIONS; OR THAT ANY URSA CONTENT YOU OBTAIN THROUGH THE SERVICES WILL BE TIMELY, ACCURATE OR SUFFICIENT FOR YOUR PURPOSES.

URSA TAKES NO RESPONSIBILITY AND ASSUMES NO LIABILITY FOR ANY CONTENT THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, UPLOADS, POSTS, SENDS, RECEIVES, OR STORES ON OR THROUGH THE SERVICES (INCLUDING WITHOUT LIMITATION USER CONTENT). URSA SPECIFICALLY DISCLAIMS LIABILITY FOR ANY BACK DOOR, TIME BOMB, TROJAN HORSE, WORM, DROP DEAD DEVICE, VIRUS, SPYWARE, MALWARE, OR ANY OTHER COMPUTER CODE OR SOFTWARE ROUTINE THAT PERMITS UNAUTHORIZED ACCESS TO OR DISRUPTS OR IMPAIRS THE NORMAL OPERATION OF URSA OR YOUR NETWORK OR SYSTEMS THAT YOU, ANOTHER USER, OR A THIRD PARTY CAUSES TO BE TRANSMITTED. YOU UNDERSTAND THAT, BY ACCESSING OR USING THE SERVICES, YOU MAY BE EXPOSED TO CONTENT THAT MAY BE OFFENSIVE, ILLEGAL, MISLEADING, OR OTHERWISE INAPPROPRIATE AND THAT URSA IS NOT RESPONSIBLE FOR SUCH CONTENT. URSA EXPRESSLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY DAMAGE (WHETHER INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR OTHERWISE), INJURY, CLAIM, LIABILITY, OR ANY OTHER CAUSE OF ANY KIND OR CHARACTER BASED ON OR RESULTING FROM ANY SERVICE, URSA CONTENT, USER CONTENT OR OTHER CONTENT CONTAINED IN, ACCESSED THROUGH, OR PROVIDED OR RECEIVED IN CONNECTION WITH THE SERVICES.

BY ACCESSING OR USING THESE SERVICES, YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICES.

Limitation of Liability

URSA, ITS AFFILIATES, AND THE DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS AND AGENTS OF ANY OF THE FOREGOING WILL NOT BE LIABLE FOR ANY DAMAGE (WHETHER INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR OTHERWISE), ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING OR ARISING FROM (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (II) THE CONDUCT OR CONTENT OF OTHER USERS OR THIRD PARTIES MADE AVAILABLE ON OR THROUGH THE SERVICES; OR (III) UNAUTHORIZED USE OF, ACCESS TO, OR ALTERATION OF THE SERVICES, URSA CONTENT OR USER CONTENT, IN EACH CASE EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL URSA’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO OR ARISING OUT OF THE SERVICES, URSA CONTENT OR THESE TERMS OF USE EXCEED THE GREATER OF $100 OR THE AMOUNT YOU PAID URSA, IF ANY, IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM.

THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW AND NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY PROVIDED IN THESE TERMS OF USE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, IN WHICH CASE SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.

Governing Law; Venue

These Terms of Use are governed by and shall be construed in accordance with the laws of the State of New York, excluding that body of law known as conflicts of laws. Any claim or dispute hereunder (including without limitation all claims and disputes between you and Ursa related to these Terms of Use, your use of the Services, or your rights of privacy or publicity) shall be brought in a federal or state court located in the State of New York, and you hereby submit to the personal jurisdiction thereof. Motions or applications for equitable or injunctive relief may be made by Ursa directly to any court of competent jurisdiction.
ALL CLAIMS AND DISPUTES ARISING UNDER THESE TERMS OF USE MUST BE LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. Any such claim or dispute shall not be consolidated or joined with any other cases or parties.

WAIVER OF JURY TRIAL. YOU AND URSA HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OF ANY KIND OR NATURE, IN ANY COURT IN WHICH AN ACTION MAY BE COMMENCED, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE, OR BY REASON OF ANY OTHER CAUSE OR DISPUTE WHATSOEVER BETWEEN YOU AND URSA OF ANY KIND OR NATURE.

Other

If any provision of these Terms of Use is found unenforceable, then that provision will be severed from these Terms of Use and not affect the validity and enforceability of any remaining provisions. Except for written and enforceable agreements between you and Ursa, these Terms of Use constitute the entire agreement between you and Ursa and supersede any prior agreements. These Terms of Use do not create or confer any third-party beneficiary rights. If we do not enforce a provision in these Terms of Use, such non-enforcement shall not be considered a waiver. We reserve all rights not expressly granted to you. You may not transfer any of your rights or obligations under these Terms of Use without our consent. In the event of any conflict between these Terms of Use and any written and enforceable agreement between you and Ursa, the terms of such agreement shall govern. The terms and conditions of these Terms of Use which by their nature are intended to survive any termination or expiration of your relationship with Ursa shall survive such termination or expiration (including without limitation the sections of these Terms of Use titled “Use of the Services,” “Your Content and Conduct,” “Third-Party Links,” “Indemnification,” “Disclaimers,” “Limitation of Liability,” “Governing Law; Venue,” and “Other.”

Contact

If you have any questions about these Terms of Use, please contact us at:

legal@ursaspace.com

or

Ursa Space Systems Inc.
Attn: Legal
401 E. State Street, Suite 203
Ithaca, NY 14850