Uttoron Member Agreement

The Uttoron Member Agreement (the “Agreement”) is made by and between Uttoron, located at P. O. Box 3691, Bellevue, WA 98009-3691 (“Uttoron”) and all Registered Users, who have accepted the “Uttoron Member Agreement”.

By registering yourself as a Registered User with the Uttoron.org Website, you signify you have read, accept, and will abide by the following terms of the Uttoron Member Agreement. The Registered User represents and warrants that the individual or sole representative of a family.

By registering yourself as a Registered User, and entering this Agreement with Uttoron, a legally recognized tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code, does not violate any applicable federal or state laws by the Registered User.

The Registered User is responsible for the safety and security of your user name and password. You should logout after each session you have with the Website and you shouldn’t share this information. The Registered User is solely responsible for any content that you post or transmit and you are responsible for all content posted or transmitted through or by use of your account.

This Agreement, including the terms and conditions referenced herein, maybe modified. The parties agree that each Uttoron Event shall be subject to the applicable law and the terms of this Agreement.

• Term and Termination: This term of this Agreement is not fixed to a specific period. Either party may terminate this Agreement at any time by canceling the Registered User’s membership or by written notice. All terms and provisions in the Agreement that should by their nature survive any termination will so survive. Uttoron reserves the right to approve or disapprove, and to cancel and delete, any Registered User at its sole discretion for any reason.
• Offer and Products: Uttoron may from time to time enter one or more Events (each an "Event") pursuant to which Uttoron shall provide the offer and products set forth in the Program Offering in the Uttoron.org website, fulfill orders from customers who purchase from and remit to the Registered User
• Fulfillment: Uttoron may engage local commercial vendors with business licenses [3rd. Party Vendors] for fulfilling some of the orders. Uttoron will not be responsible for any of quality issues of the products fulfilled by 3rd party vendors.
• Payment Terms: Registered Users should renew their membership every year by paying membership dues. Uttoron membership will be automatically cancelled if it is not renewed any time.
• Returns and Refunds: Uttoron will be responsible for resolving product replacement disputes; refunds presented by the Registered Users.
• Customer Information: Registered User understands Uttoron shall exclusively own all personally identifiable information of the Uttoron Registered Users. Uttoron will market their products and offers to these Registered Users. This may include:
  • Sending any written communications, including emails, to customers, or otherwise soliciting to customers,
  • Marketing to customers, and/or
  • Making any use of the customer information, either individually or in an aggregate form. “Customer information” means all user and customer information (including, but not limited to: name; e-mail address; billing address; shipping address; telephone number; items ordered and shipped; order and ship dates and shipping information) obtained about sales of products to customers.
• Privacy: Uttoron will not retain member’s credit card or Bank information in any form. All purchases will be processed by commercial vendors capable of processing multiple payment processes such as Credit Cards, electronic payments etc.
• Indemnification: Each party shall indemnify, defend and hold harmless the other from and against any third party claims, lawsuits investigations or proceedings arising out of a party's negligent acts or omissions or willful misconduct in performing its obligations under this Agreement. Parties will promptly notify each other of any third party claim.
• Notices: All notices provided in this Agreement must be in writing and given by email, hand delivery, facsimile, or nationally recognized overnight carrier and will deemed to be delivered when delivered by hand, sent by facsimile (with written confirmation of receipt).
• Confidentiality:Unless required by law, each party shall respect the confidentiality of this Agreement and shall not disclose the terms described herein to any third party without first obtaining written consent.
• Definitions: Parties agree to abide by the definitions set forth in this Agreement.
• Representations and Warranties: Parties represent and warrant to each other that:
  • The person entering into this Agreement on behalf of each other has the authority and full power to do so, and all organizational approvals have been obtained, that are necessary to make this Agreement binding and enforceable.
  • Each party’s performance of this Agreement is not in conflict with, and will not cause an event of default under, any agreement or instrument to which each party is bound.
  • The sale and shipment of product by Uttoron to purchaser of product under any purchase order (including packaging, labeling and inserts) will not violate any applicable federal, state, county and local laws, ordinances and regulations, including, but not limited to, good manufacturing practices under the U.S. Food, Drug and Cosmetics Act, or infringe on any intellectual property or other right of any third party.
  • Uttoron will comply with all applicable federal, state, and local laws, related to the purchase of products, including without limitation, those laws related to sales tax collection, refunds, privacy, taxes, consumer protection, and deceptive trade practices.
• Miscellaneous:
  • Independent parties – The relationship between Uttoron and Registered User is that of independent contractors and neither party will be considered, or hold itself out as, an agent or representative of the other for any purpose.
  • Successors; assignments – This Agreement will be binding on and inure to the benefit of the parties and their respective successors in interest and assigns. Registered User may not assign any provisions of this Agreement, in whole or in part, without Uttoron’ prior written consent.
  • Governing law; venue – This Agreement and the rights and obligations of the parties will be governed by and construed according to the laws of the State of Washington without regard to the choice of law provisions that would require the application of the laws of another jurisdiction. Registered User irrevocably submits to the exclusive jurisdiction of courts of the State of Washington and of the United States located in King County, Washington.
  • Severability – The provisions of this Agreement are severable, and in the event that any provision thereof is determined to be invalid or unenforceable, such invalidity or unenforceability will not in any way affect the validity or enforceability of the remaining provisions.
  • Amendment; waiver – Except as expressly specified herein, no amendment, waiver or discharge of any provision of this Agreement will be effective unless made in writing, signed by Uttoron and Registered User.
  • Entire agreement; conflict – This Agreement, including all documents incorporated herein by reference, constitutes the entire agreement between Registered User and Uttoron with respect to the subject matter thereof and supersedes all prior agreements. In the event of a conflict between any portion of this Agreement and any other document, this Agreement will control.