Please read these Terms of Service (these “Terms”) carefully as they may have changed. These Terms are between you (“you”, “You”, or the “Client”) and Ultralight, LLC, a Connecticut limited liability company (the “Company”, or the “Consultant”) and governs your use of the services (e.g., consultative, installation, integration, support, operation for live or recorded productions) provided to you by Company (the ”Services”). By ordering from, or otherwise using the Services, you agree to be bound to these Terms. If you do not agree to these Terms, then you must not use the Services.
These Terms take effect on the earliest of you: 1) executing or electronically accepting an Ordering Document referencing these Terms; or 2) using the Services (the earliest of the foregoing being the “Effective Date”). If you enter into these Terms or acquire the Services on behalf of an entity, You represent and warrant that You have the authority to accept the Terms on the entity’s behalf.
In order to use the Services, you must:
“Booking” means a Service ordered to take place on a specific date or across a series of dates specified by a start and end date.
“Product and Services Catalog” means any Company-approved Product and Services Catalog, subject to updates by Company from time-to-time.
"Order", "Order Form" or “Invoice” means the Company-approved form or online process by which you agree to purchase the Services.
“Service Add-ons”, or “Service Addons” means additional Services that are added to a Booking.
Assignment. These Terms apply only to you and the Company. The Company cannot assign its rights or obligations under this Contract to a third-party without first receiving your written permission. Except, however, that Company may delegate or sub-contract some or all of its work hereunder to Company’s agents, employees, and independent contractors. You may assign your rights under this Contract without the Company’s permission.
Arbitration. As the exclusive means of initiating adversarial proceedings to any controversy or claim arising out of or relating to this Contract, or the breach thereof, such claim or controversy shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration shall be within Hartford County, Connecticut. The arbitrator(s) may determine how the costs and expenses of the arbitration shall be allocated between the parties, except that the prevailing party shall be entitled to an award of such party’s reasonable attorney fees.
Notices.
(a) Under these Terms, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified mail (postage prepaid, return receipt requested). The notice must be delivered to the party’s address listed at the end of these Terms or to another address that the party has provided in writing as an appropriate address to receive notice.
(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered by certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.
Severability. This section deals with what happens if a portion of these Terms is found to be unenforceable. If that’s the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Terms is changed or disregarded because it is unenforceable, the rest of the Terms is still enforceable.
Signatures. The Client and the Company agree these Terms may be executed and delivered by electronic means (including, but not limited to, via email, PDF, DocuSign, Eversign) and upon such delivery the electronic signature will be deemed to have the same effect as if the original signature had been delivered to the other party.
Governing Law. The laws of the state of Connecticut govern the rights and obligations of the Client and the Company under this Contract, without regard to conflict of law principles of that state.
Entire Contract. These Terms represent the parties’ final and complete understanding of the Services and the subject matter discussed in the Terms. These Terms supersedes all other contracts (both written and oral) between the parties.