Uhlig LLC (“Uhlig”) makes available through this website (“Website”) proprietary services (“Services”) that include but are not limited to: (1) providing access to certain proprietary methods, information, data, images, text, content, software and tools (together, “Tools”) for designing, creating, managing, reviewing, approving, completing and uploading documents, data and other information (“Documents”); (2) designing, creating, editing, managing, revising, proofreading, and otherwise preparing the content of Documents; (3) assembling, formatting, printing, tracking, archiving and sending Documents via email, facsimile, digital formats, text messages, United States standard mail, or any other means of delivery or publication to Users (defined below); (4) initiating, processing, supervising, managing, reviewing, tabulating, and reporting orders, transactions and payments involving, related to, referring to or involving the Documents (“Transactions”); and (5) receiving, exchanging and/or transferring Documents or other data and/or information arising from, referring to and/or related to the Tools, Documents or Transactions (“Data Exchanges”).

Users.  These Terms of Use (“Terms of Use”) govern Uhlig’s provision of the Services and your use of the Website. By accessing or using the Services or the Website or by registering as a user of the Services, you (“User” or “you”) represent, warrant and agree that (1) you have read and familiarized yourself with the Terms of Use, (2) you understand and agree to the Terms of Use, (3) your use of the Services and the Website will be in strict accordance with the Terms of Use, (4) you are the specific person authorized by Uhlig for access with respect to such access credentials; (5) you have been granted access to the Website and/or Services on the condition that you acknowledge and will protect and maintain as confidential the design, functionality and specifications of all password-protected, secure, administrative, internal or non-public functions or areas of the Tools, Services or Websites (collectively “Non-Public Areas”); and (6) you are not accessing the Website for any unauthorized purpose, expressly including any Prohibited Use as defined below.  If User accesses the Website as an agent of, on behalf of or as a representative of any person or entity, User represents and warrants that User has the authority to access the Website and has the authority to bind the other person or entity, and that the entity also agrees to the Terms of Use. If you or any other person or entity you represent do not agree to the Terms of Use, you are not authorized to access or use, and must not access or use, the Services or the Website. 

Use of the Tools, Services and the Website.    User may access and use the Tools, Services and Website solely for the purpose of: (1) designing, creating, uploading, retrieving, revising, proofreading, managing, preparing, delivering, tracking and/or archiving Documents relating to a residential property or common-interest community that User directly manages or is otherwise legally responsible for (“Managed Communities”); or (2) initiating, processing, supervising, managing, reviewing, tabulating and reporting Transactions relating to Managed Communities; or (3) effecting Data Exchanges related to Managed Communities. User may not access and use the Services and the Website for any other purpose. User expressly agrees that: (1) User will access and use the Tools and Documents solely in connection with User’s permitted use of the Services, (2) User will not download, duplicate, compile, copy, modify, publish, rent, transfer, sublicense, distribute, demonstrate, make available to any unauthorized party whether directly, indirectly, through a service bureau or by other means, the Tools or Documents, (3) User will not reverse engineer, reverse compile, or disassemble the Tools or Documents or otherwise translate the Tools or Documents into a human-readable form; (4) User will not access the Tools, Services or Websites for the purpose of gaining, in any form whatsoever, any competitive intelligence or internal information about or from, or commercial advantage against, Uhlig, its customers, vendors, partners or affiliates, including but not limited to customer lists, software code, technical specifications, production techniques, workflows, documents, transaction data, marketing data, pricing or other economic data, production data or other proprietary information of any kind; and (4) the Tools and Documents are protected by United States copyright law and international copyright treaties. Uhlig retains and exclusively owns all right, title, and interest in and to the Tools, Documents, Services and Website, including without limitation all worldwide patent rights, copyrights, trademarks, domain names, brands, trade secrets, inventions, know-how, and any other intellectual property rights therein, which are protected by United States intellectual property and other applicable laws. Except with written permission of Uhlig, User agrees that it will not access, or attempt to access, or provide or assist any third party with access to, Non-Public Areas. User further warrants and agrees that it will notify Uhlig immediately in writing if User becomes aware of any unauthorized use or attempt by any unauthorized party to obtain access to Non-Public Areas.

Prohibited Uses.    User represents, warrants, and covenants that its use of the Services and the Website will not:

      (a)      violate any applicable local, state, national, or international law, statute, ordinance, rule, or regulation;

      (b)      impersonate any other person or entity, or make any misrepresentation or fraudulent or misleading statement as to User’s identity, intention, employment by or affiliation with any other person or entity, or forge headers or in any manner manipulate identifiers in order to disguise the origin of any User Information;

      (c)      upload, post, transmit, publish, or distribute any material or information that infringes, violates, or breaches the rights of any third party, including any copyright, trademark, patent, rights of privacy or publicity, or any other proprietary right;

      (d)      interfere with or disrupt the use of the Services or the Website by any other user;

      (e)      upload, post, transmit, publish, or distribute any unauthorized or unsolicited advertising, solicitations, offers for the sale of services, or other unsolicited communications (except as may be permitted by the use of the Services or the Website as provided for herein);

      (f)      upload, post, transmit, publish, or distribute any material or information that contains a computer virus, or other code, files, or programs intending in any manner to disrupt or interfere with the functioning of the Services, the Website, or that of other computer systems;

      (g)      use the Services or the Website in such a manner as to gain unauthorized entry or access to Tools, Services, Documents, Non-Public Areas, or the accounts or computer systems of Uhlig, its affiliates, its customers, or others;

      (h)      upload, post, transmit, publish, or distribute any material or information that is unlawful, constitutes, or encourages conduct that would constitute a criminal offense, gives rise to other liability, or that may potentially be perceived as being harmful, threatening, abusive, harassing, defamatory, libelous, vulgar, obscene, or racially, ethnically, or otherwise objectionable; or

      (i)      access, use, reproduce, copy, modify, sell, disclose, distribute, or otherwise exploit for any commercial purposes (other than in connection with the uses specifically permitted hereunder) the Services, Tools, Documents or the Website, or any component or content thereof.

Violations.    Uhlig will have the right to investigate and prosecute violations of any of the above, including intellectual property rights infringement and Website security issues, to the fullest extent of the law. Uhlig may involve and cooperate with law enforcement authorities in prosecuting users who violate, or induce others to violate, these Terms of Use. You agree to cooperate with any such investigation or prosecution, and acknowledge that Uhlig has the right, but no obligation, to monitor your access to and/or use of the Tools, Documents, Website, User Content, and Services, to: (a) ensure your compliance with these Terms of Use, or (b) comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.

Changes to Services and/or Website.    User acknowledges and agrees that Uhlig may change, suspend, or discontinue any aspect of the Services or the Website or impose limits on certain features of the Services or the Website, at any time, without notice, and without liability to User or to any third party.

Password and Security.    User is solely responsible for maintaining the confidentiality of its User name and password, and is fully responsible for all uses of its User name and password, whether by User or others. Access credentials are not transferable.  User agrees that it will log out of its account at the end of each session; keep its password confidential and not share it with anyone else; and immediately notify Uhlig in writing at Uhlig LLC, Legal Department, 8455 Lenexa Drive, Lenexa, KS 66214, or by electronic mail at legal@uhlig.com of any unauthorized use of its User name or password.

User Information.    User will provide information to Uhlig during the registration process and during the course of the use of the Services and the Website (“User Information”). User agrees and warrants that: (1) all User Information is accurate and complete at the time of registration, and (2) User will update User Information such that the User Information will at all times be current, accurate, and complete. User grants to Uhlig a non-exclusive, royalty-free license to use the User Information in connection with Uhlig provision of the Services, subject to the terms of the Uhlig Privacy Policy.

Privacy Policy.    We encourage you to read our Privacy Policy, which is incorporated herein, for information about our policies and procedures regarding the collection, use and disclosure of personal information we receive from Users.

User Content.    All content, works, information, or materials of any kind that User creates or provides through use of the Services or the Website (collectively, “User Content”) will be solely User’s responsibility. User will be solely responsible for verifying the quality, accuracy, reliability, legality, and completeness of all User Content, including any User Information. You agree as a condition of using the Tools, Services and Website that Uhlig assumes no responsibility for screening, reviewing or approving User Content, and User grants to Uhlig a non-exclusive, perpetual, worldwide, royalty-free right and license to use, copy, distribute, and publicly display User Content for the purposes hereof.

Digital Millennium Copyright Act Compliance.   At Uhlig’s sole discretion and in appropriate circumstances, Uhlig may terminate the accounts of Users or prevent access to the Website by Users who infringe the intellectual property rights of others. Pursuant to 17 United States Code 512(c)(2) (Digital Millennium Copyright Act of 1998), Uhlig’s designated agent for notice of alleged copyright infringement appearing on the Website is:

Uhlig LLC
Attention: Legal Department
8455 Lenexa Drive
Overland Park, KS 66214
Telephone: (913) 725-1050
Fax: (913) 725-1099
Email: legal@uhlig.com.

Filing a notice of infringement with Uhlig requires compliance with the requirements specified in Title II of the Digital Millennium Copyright Act of 1998. The text of this statute can be found at the U.S. Copyright Office website, http://lcweb.loc.gov/copyright/.

Links to Third Parties.    The Services and the Website may provide links to the websites or services of others (“Third-Party Sites”). Links to such Third-Party Sites do not constitute an endorsement by Uhlig of such Third-Party Sites, or the products, content, materials or information presented or made available by such Third-Party Sites. User acknowledges and agrees that Uhlig is not responsible for any damages or losses caused or alleged to have been caused by the use of any Third-Party Sites, or from the products, content, material, or information presented by or available through such Third-Party Sites.

Termination.    Uhlig expressly reserves the right to terminate the use of, or to refuse to permit the use of, the Services and the Website or any part thereof by any person or entity, at the sole and absolute discretion of Uhlig.

No Relationship.    User and Uhlig are independent contractors. Neither party is an agent, representative, broker, employee, or partner of the other party. These Terms of Use will not be interpreted or construed to create an association, joint venture, agency, franchise, or partnership between the parties or to impose any partnership obligation or liability upon either party.

Choice of Law.    These Terms of Use, and all questions with respect to the interpretation of these Terms of Use, will be governed by and construed in accordance with the internal laws of the State of Delaware and without regard for conflict of laws provisions. User expressly consents to personal and exclusive jurisdiction in the federal and state courts located in Johnson County and Wyandotte County, Kansas.

Indemnification and Injunctive Relief.    User will defend, indemnify, hold harmless, protect and fully compensate Uhlig, its affiliates and subsidiaries, and their respective directors, officers, employees, agents, shareholders, co-branders, partners, successors, and assigns (collectively, “Indemnified Parties”), from and against any claims, losses, damages, liabilities, judgments, fees, and expenses related thereto (including, without limitation, reasonable attorneys’ fees and court costs) incurred by any of the Indemnified Parties arising from or related to: (1) any breach or violation of these Terms of Use by User, and (2) any breach of any of User’s representations, warranties, and covenants herein.  User agrees that Uhlig’s rights with regard to these Terms of Use are special and unique and that any breach hereof may not be adequately compensated by money damages, and that Uhlig has the right to specifically enforce (including injunctive relief where appropriate) the terms herein.

Disclaimer of Warranties.    THE SERVICES AND THE WEBSITE, INCLUDING ALL TOOLS, SOFTWARE, TECHNOLOGY, CONTENT, DOCUMENTS, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SERVICES OR THE WEBSITE, ARE PROVIDED ON AN “AS IS”, “WHERE IS”, “AS AVAILABLE” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AND UHLIG EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY USER FROM UHLIG OR THROUGH THE SERVICES OR THE WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

Limitation of Liability. IN NO EVENT WILL UHLIG BE LIABLE FOR ANY DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE SERVICES, THE WEBSITE, OR THE TOOLS, SOFTWARE, TECHNOLOGY, CONTENT, DOCUMENTS, MATERIALS, OR INFORMATION RELATED THERETO, INCLUDING WITHOUT LIMITATION, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, LOST GOODWILL, OR LOST SALES. IN NO EVENT WILL Uhlig’s TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, CLAIMS, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THESE TERMS OF USE OR THE USE OF THE SERVICES OR THE WEBSITE EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNT PAID BY USER TO UHLIG, OR, IF NO AMOUNTS HAVE BEEN PAID BY USER, ONE HUNDRED DOLLARS ($100.00).

THE FOREGOING LIMITATION WILL APPLY AND SURVIVE NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

Notices.    Notices will be given:

To Uhlig: By email at legal@uhlig.com and by certified mail, return receipt requested, to Uhlig LLC, Attention Legal Department, 8455 Lenexa Drive, Lenexa, KS 66214 or to such other address as may be designated from time to time.

To User: By email at the email address as reflected in User’s registration information. Notices to User will be deemed to have been received twenty-four (24) hours after the email is sent. Notices to Uhlig will be deemed to have been given upon receipt.

Age Requirement.    To use the Website or Services, you must be at least eighteen (18) years old and otherwise capable of forming legally binding contracts under applicable law. If you are under eighteen (18), you are not authorized to use the Website or Services.

Severability.    If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision will be enforced to the maximum extent permissible so as to effect the intent of these Terms of Use, and the remainder of these Terms of Use will continue in full force and effect.

Waiver.    The failure of Uhlig to exercise or enforce any right or provision of these Terms of Use, or any course of performance or dealing, will not be deemed a waiver of such right or provision.

Amendment of Terms of Use.    Uhlig may amend the Terms of Use at any time, at Uhlig’s sole discretion, without notice. User agrees to, and assumes responsibility for, periodically reviewing the Terms of Use posted on the Website. Use of the Services or the Website constitutes acceptance of the Terms of Use including any amendments thereto.

Entire Agreement.    These Terms of Use and the Privacy Policy, any click-wrap agreements to which User has assented on this Website including without limitation the order submission Terms and Conditions,, and any binding written agreements that have been physically signed by both User and Uhlig, constitute the entire and exclusive agreement between Uhlig and User with respect Uhlig’s provision of the Services and User’s use of the Services and the Website. These Terms of Use, any other click-wrap agreements to which User has assented on this Website, and any binding written agreements that have been physically signed by both User and Uhlig supersede and replace any and all prior or contemporaneous agreements between the parties regarding such subject matter. In the event of a conflict between these Terms of Use, any other click-wrap agreements to which User has assented on this Website, and any binding written agreements that have been physically signed by both User and Uhlig, the terms and conditions of the agreements shall control in the following order: (1) any binding written agreements that have been physically signed by both User and Uhlig, (2) any click-wrap agreements to which User has assented on this Website, and (3) these Terms of Use and the Privacy Policy.

Questions.  If you have any questions concerning these Terms of Use, please contact us at:

Uhlig LLC
Attention: Legal Department
8455 Lenexa Drive
Overland Park, KS 66214
Telephone: (913) 725-1050
Fax: (913) 725-1099
Email: legal@uhlig.com

#    #    #