Terms and Conditions | UTP Software

These Terms and Conditions ("Agreement") constitute a legally binding agreement between you ("User," "you," or "your") and Ultimate Team Posters LLC, a limited liability company organized under the laws of the State of Illinois, USA ("UTP," "we," "us," or "our"), governing your access to and use of the UTP Software platform ("Software"). By creating an account, subscribing, or otherwise using the Software, you accept and agree to be bound by all terms, conditions, policies, and notices contained herein.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CREATE AN ACCOUNT OR USE THE SOFTWARE.

1. Eligibility and Access

1.1 You must be at least eighteen (18) years of age to use the Software. By creating an account, you represent and warrant that you meet this age requirement.

1.2 Use of the Software is limited to individuals or entities engaged in commercial activities related to sports photography, event photography, or related services.

1.3 Users must register an account and provide accurate, complete, and current information during the registration process. You agree to update your information promptly if it changes.

1.4 Authorized user roles include: (i) Administrators, (ii) General Users, and (iii) Photographers, who shall be granted limited access by Administrators or General Users.

1.5 You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify UTP immediately of any unauthorized use of your account.

1.6 Users may not represent themselves as agents, employees, affiliates, or representatives of UTP without prior written consent. Users must operate under their own business or personal branding when using the Software.

1.7 Users assume full responsibility for the actions and content submitted by any Photographer accounts they authorize.

2. Subscription and Payment Terms

2.1 Access to the Software is provided solely on a subscription basis. Subscriptions are billed on a recurring monthly or annual cycle, as selected at the time of purchase.

2.2 Payment is required by credit card or another payment method accepted by UTP. By providing payment information, you authorize UTP to charge the applicable subscription fees automatically on each billing cycle.

2.3 All fees are non-refundable except where required by applicable law. In the event of a billing error or duplicate charge, Users must notify UTP within thirty (30) days, and UTP will review and correct verified errors at its discretion.

2.4 Failure to remit payment when due will result in immediate suspension of access to the Software. UTP may terminate your account if payment remains outstanding for more than fifteen (15) days.

2.5 Upon cancellation or termination of a subscription, all associated credits are forfeited and cannot be recovered, transferred, or refunded.

2.6 UTP reserves the right to modify pricing at any time. Price changes for existing subscribers will take effect at the start of the next billing cycle following thirty (30) days' written notice.

2.7 Users are responsible for all applicable taxes, duties, and government-imposed charges related to their use of the Software.

3. All Sales Are Final

3.1 Finality of Transactions. All sales of UTP Software products and services are final. No refunds, returns, exchanges, or cancellations will be permitted once a transaction has been completed, except where required by applicable law.

3.2 Scope of Policy. This policy applies to, but is not limited to:

Subscription payments for UTP Software
Acceleration packages and training programs
Supplies, equipment, or related orders placed through UTP
Credits, add-ons, or any additional products or services offered by UTP

3.3 Chargebacks. Users remain responsible for all chargebacks, fraudulent transactions, or disputes initiated by their customers. UTP may deduct such amounts from the User's credit balance, suspend the User's account, or pursue collection through other lawful means.

3.4 Acknowledgment. By purchasing any UTP Software product or service, you expressly acknowledge, understand, and agree to this All Sales Are Final policy.

4. Credits and Unlocks

4.1 Credits are a non-monetary digital unit used within the Software for unlocking poster templates, sending manual text messages, and other platform actions as determined by UTP.

4.2 Credits are purchased using real currency and are non-refundable, non-transferable, and cannot be exchanged for cash, withdrawn, or converted to any monetary value.

4.3 Credits do not expire while the User's subscription remains active. All credits are immediately forfeited upon cancellation or termination of the User's subscription.

4.4 If a User's credit balance becomes negative due to chargebacks, adjustments, or other deductions, UTP may suspend access until the deficit is resolved.

4.5 UTP reserves the right to adjust credit balances to correct errors, address abuse, or enforce the terms of this Agreement.

5. Software License and Intellectual Property

5.1 License Grant. UTP grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Software solely for your internal business purposes, subject to the terms of this Agreement.

5.2 UTP-Provided Templates. Templates provided by UTP may be customized within the Software for use in creating products. UTP retains all intellectual property rights in its templates, designs, and underlying technology.

5.3 User-Created Templates. Templates created by Users within the Software remain the intellectual property of the User. However, by creating templates within the Software, you grant UTP a perpetual, worldwide, royalty-free, non-exclusive license to use, display, modify, and distribute such templates, including in shared template marketplaces, for the purpose of improving and operating the Software.

5.4 Products Created with the Software. Posters, prints, and other products generated using the Software are owned by the User. UTP retains the right to use anonymized or de-identified examples of such products for marketing, demonstration, and promotional purposes.

5.5 User Content. You represent and warrant that you have all necessary rights, licenses, and permissions to upload and use any content (including images, logos, photographs, and text) within the Software. You shall indemnify and hold UTP harmless against any and all claims arising from unauthorized or unlawful use of such content.

5.6 UTP Intellectual Property. All rights, title, and interest in and to the Software, including all source code, algorithms, designs, trademarks, trade names, logos, documentation, and other intellectual property, are and shall remain the exclusive property of UTP. Nothing in this Agreement conveys any ownership interest in the Software to you.

6. Anti-Monopoly and Assignment Restrictions

6.1 Non-Assignment and Change of Control. You shall not assign, transfer, sublicense, or sell any rights or obligations under this Agreement without UTP's prior written consent. A "Change of Control" includes any merger, consolidation, acquisition, or transfer of ownership resulting in a third party obtaining majority control of the User's business.

6.2 Termination Upon Change of Control. UTP may terminate or modify this Agreement if you undergo a Change of Control that, in UTP's reasonable discretion, negatively impacts its business model or independence. You must provide UTP with written notice at least thirty (30) days before any such change.

6.3 License Limitations. No entity, directly or indirectly, may hold or operate more than three (3) active licenses without UTP's prior written consent. UTP may suspend or decline renewal of licenses where aggregation creates anti-competitive conditions or undue influence over UTP's platform or marketplace.

6.4 Right of First Refusal (ROFR). Before selling or transferring any rights under this Agreement, you must notify UTP in writing of the proposed terms. UTP shall have thirty (30) days from receipt of such notice to exercise a right of first refusal on substantially the same terms.

6.5 Platform Independence. Each license is granted individually. No license conveys any ownership, governance, or influence over UTP or its platform. Any attempt to consolidate licenses to gain control over UTP shall constitute a material breach of this Agreement.

6.6 Remedies. UTP may pursue termination, injunctive relief, or damages for any breach of this Section. You acknowledge that violations may cause irreparable harm not adequately compensable by monetary damages alone, and UTP shall be entitled to equitable relief without the requirement of posting a bond.

7. Text Messaging

7.1 The Software supports manual outbound messaging. Inbound replies are not currently supported.

7.2 Messages are sent from a shared UTP-designated telephone number. UTP does not guarantee the availability or deliverability of any specific telephone number.

7.3 One text message part equals 160 characters. Charges apply per part and vary by subscription tier.

7.4 Manual text messages will not send without sufficient credits in the User's account.

7.5 Automated text messages triggered by system events (e.g., gallery notifications) are included with the subscription at no additional credit cost.

7.6 Consent Requirements. You must obtain verifiable, prior express consent from each recipient before sending any message through the Software. You are solely responsible for maintaining records of such consent.

7.7 Legal Compliance. You are solely responsible for ensuring compliance with all applicable laws and regulations governing electronic communications, including but not limited to the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, and any state or local laws. UTP is a technology provider only and is not the "sender" of messages for purposes of such laws.

7.8 Prohibited Content. Messages may not contain profanity, deceptive or misleading content, unauthorized promotions, phishing links, or any content that violates applicable law.

7.9 Message delivery failures may occur due to carrier filtering, invalid numbers, or other factors beyond UTP's control. Credits consumed for failed messages are not refunded.

7.10 Message history is stored for ninety (90) days from the date of transmission.

7.11 UTP reserves the right to monitor, audit, or suspend messaging capabilities for abuse, compliance, or quality assurance purposes.

8. Product Fulfillment and Shipping

8.1 UTP is the sole fulfillment provider for physical products ordered through the Software. Users may not use third-party fulfillment services for products generated within the Software without UTP's prior written consent.

8.2 Shipping costs are set and retained by UTP.

8.3 The fulfillment cost for each product is displayed at the time the order is placed.

8.4 For products sold to end customers, Users receive a credit equal to the difference between the customer-paid price and the fulfillment cost.

8.5 For manual orders collected outside the Software, UTP will deduct the applicable fulfillment cost from the User's credit balance.

8.6 UTP is not responsible for delays, damage, or loss caused by shipping carriers. Claims related to shipping must be directed to the applicable carrier.

8.7 Delivery timeframes are estimates only and are not guaranteed.

9. Prohibited Conduct

9.1 You shall not:

Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software;
Resell, sublicense, redistribute, or provide unauthorized access to the Software;
Upload or transmit any content that is offensive, illegal, defamatory, obscene, or infringes on the rights of any third party;
Use the Software for spam, unsolicited communications, or any purpose that violates applicable law;
Introduce viruses, malware, or any harmful code into the Software;
Attempt to gain unauthorized access to any part of the Software, other User accounts, or UTP's systems or networks;
Use automated bots, scrapers, or other automated means to access the Software without UTP's prior written consent;
Interfere with or disrupt the integrity or performance of the Software;
Impersonate any person or entity, or falsely claim an affiliation with any person or entity;
Use the Software in any manner that could damage, disable, overburden, or impair UTP's servers or networks.

9.2 You are solely responsible for your actions and for complying with all applicable laws and regulations while using the Software.

9.3 UTP disclaims all liability for User misuse of the Software, including any resulting violations, fines, penalties, or third-party claims.

9.4 Violations of this Section may result in immediate suspension or termination of your account without prior notice and without refund.

10. Data Privacy and Security

10.1 Data Collection. UTP collects personal information necessary to provide the Software, including but not limited to names, email addresses, phone numbers, business information, uploaded photographs, and payment information. Payment card data is processed by our third-party payment processor and is not stored on UTP's servers.

10.2 Data Ownership. You retain ownership of the personal data you upload to the Software (e.g., customer photos, contact information). UTP owns all aggregated, anonymized, and de-identified data derived from your use of the Software.

10.3 Data Use. UTP may use your data to: (i) provide, maintain, and improve the Software; (ii) communicate with you regarding your account; (iii) comply with legal obligations; and (iv) generate anonymized analytics and insights. UTP will not sell your personal data to third parties.

10.4 Data Rights. You may request access to, correction of, or deletion of your personal data consistent with applicable laws, including the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA). Requests should be submitted to support@utproducts.com.

10.5 Data Security. UTP implements commercially reasonable administrative, technical, and physical safeguards to protect your data. However, no method of transmission or storage is 100% secure, and UTP cannot guarantee absolute security.

10.6 Cookies and Tracking. The Software may use cookies, pixels, and similar tracking technologies to improve functionality, analyze usage, and personalize your experience. By using the Software, you consent to the use of such technologies.

10.7 Third-Party Processors. UTP may engage third-party service providers to process data on its behalf (e.g., payment processing, cloud hosting, analytics). Such providers are contractually obligated to maintain the confidentiality and security of your data.

10.8 Data Retention. UTP retains your data for as long as your account is active or as needed to provide services, comply with legal obligations, resolve disputes, and enforce agreements.

10.9 Breach Notification. In the event of a data breach affecting your personal information, UTP will notify you and any applicable regulatory authorities as required by law.

11. DMCA and Copyright Complaints

11.1 UTP respects the intellectual property rights of others. If you believe that content available through the Software infringes your copyright, you may submit a written notice to our designated agent containing:

A description of the copyrighted work you claim has been infringed;
A description of the infringing material and its location within the Software;
Your contact information (name, address, telephone number, and email);
A statement that you have a good faith belief that the use is not authorized;
A statement, under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or authorized to act on the owner's behalf;
Your physical or electronic signature.

11.2 DMCA notices should be sent to: legal@utproducts.com

11.3 UTP may remove or disable access to allegedly infringing content and may terminate the accounts of repeat infringers.

12. Support and Service Levels

12.1 Technical support is provided via Slack, email, or such other channels as UTP may designate from time to time.

12.2 UTP aims to respond to support requests within twenty-four (24) hours during business days. This is a goal, not a guarantee.

12.3 UTP does not guarantee uninterrupted access, uptime, or error-free operation of the Software.

12.4 Scheduled maintenance and known outages will be communicated via email or in-app notification when practicable. No credits, refunds, or compensation shall be provided for downtime.

12.5 Communication Platforms. UTP provides communication platforms (including Slack) for User support, collaboration, and announcements. You agree to use such platforms in a professional and respectful manner. UTP reserves the right to remove or restrict any User from communication platforms at its sole discretion for conduct deemed inappropriate or harmful. Removal does not affect your rights or obligations under this Agreement, nor does it relieve UTP of its obligation to provide support through alternative channels.

13. Third-Party Services

13.1 The Software may integrate with or contain links to third-party services, websites, or applications (e.g., payment processors, cloud storage providers, SMS carriers). UTP does not control and is not responsible for the content, privacy policies, or practices of any third-party service.

13.2 Your use of third-party services is governed by the respective third party's terms of service and privacy policy. UTP makes no warranties or representations regarding third-party services.

13.3 UTP shall not be liable for any loss or damage arising from your reliance on or use of any third-party service.

14. Termination and Account Deletion

14.1 Voluntary Cancellation. You may cancel your subscription at any time through your account settings or by contacting support. Cancellation takes effect at the end of the current billing cycle. No refunds are provided for partial billing periods.

14.2 Account Deletion. You may request permanent deletion of your account and all associated data by contacting support@utproducts.com. Deletion is irreversible, and all data, credits, and content will be permanently removed.

14.3 Inactive Accounts. UTP may suspend or delete accounts that have been inactive for twelve (12) consecutive months, with thirty (30) days' prior notice.

14.4 Termination by UTP. UTP may suspend or terminate your account immediately and without notice for violation of this Agreement, non-payment, suspected fraud, or any conduct that UTP reasonably believes is harmful to UTP, its Users, or third parties.

14.5 Effect of Termination. Upon termination: (i) your license to use the Software immediately ceases; (ii) all credits are forfeited; (iii) UTP may delete your data after a thirty (30) day grace period unless otherwise required by law; and (iv) Sections 3, 4.2, 5, 9, 10, 14.5, 15, 16, 17, 19, 20, 21, and 22 shall survive termination.

15. Disclaimer of Warranties

15.1 THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

15.2 UTP DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

15.3 UTP MAKES NO REPRESENTATIONS REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT OR INFORMATION PROVIDED THROUGH THE SOFTWARE.

15.4 You assume all risk associated with your use of the Software, including any reliance on its functionality, accuracy, or availability.

16. Limitation of Liability

16.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UTP SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE SOFTWARE, REGARDLESS OF THE THEORY OF LIABILITY.

16.2 UTP'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID BY YOU TO UTP IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

16.3 The limitations in this Section apply even if UTP has been advised of the possibility of such damages and even if any limited remedy fails of its essential purpose.

16.4 Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, UTP's liability shall be limited to the greatest extent permitted by law.

17. Indemnification

17.1 You agree to indemnify, defend, and hold harmless UTP, its affiliates, officers, directors, employees, agents, and licensors against any and all claims, demands, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

Your use or misuse of the Software;
Your violation of any applicable law, regulation, or third-party right;
Your breach of any provision of this Agreement;
Content uploaded, transmitted, or distributed by you or through your account;
Any dispute between you and your customers or end users;
Your text messaging practices, including any TCPA or similar claims.

17.2 UTP reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with UTP's defense.

18. Export Control

18.1 You may not use or access the Software in violation of United States export control laws and regulations, including the Export Administration Regulations (EAR) and sanctions administered by the Office of Foreign Assets Control (OFAC).

18.2 You represent and warrant that you are not located in, a national or resident of, or otherwise subject to the jurisdiction of any country subject to U.S. trade restrictions or embargoes.

19. Dispute Resolution and Governing Law

19.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, United States, without regard to its conflict of laws principles.

19.2 Mandatory Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted virtually unless both parties agree otherwise. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

19.3 Class Action Waiver. YOU AND UTP AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION AGAINST UTP.

19.4 Small Claims Exception. Notwithstanding the foregoing, either party may bring an individual action in small claims court for disputes within the court's jurisdictional limits.

19.5 Injunctive Relief. Nothing in this Section shall prevent UTP from seeking injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

20. Service Modifications and Beta Features

20.1 UTP may modify, update, suspend, or discontinue any feature, functionality, or aspect of the Software at its sole discretion and without prior notice or liability.

20.2 Beta or trial features may be released for testing purposes. Such features are provided "as is" without warranty and may be modified, limited, or discontinued at any time without notice.

20.3 UTP shall have no liability for any changes to or discontinuation of any feature of the Software.

21. Amendments

21.1 UTP reserves the right to modify or update these Terms at any time. Material changes will be communicated via email or in-app notification at least fifteen (15) days before they take effect.

21.2 Your continued use of the Software after the effective date of any amendment constitutes your acceptance of the revised Terms.

21.3 If you do not agree with any amendment, you must discontinue use of the Software and cancel your subscription before the amendment takes effect.

22. General Provisions

22.1 Entire Agreement. This Agreement, together with any policies or guidelines referenced herein, constitutes the entire agreement between you and UTP with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, proposals, and agreements, whether oral or written.

22.2 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

22.3 Waiver. The failure of UTP to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by UTP to be effective.

22.4 Force Majeure. UTP shall not be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, government actions, power failures, internet outages, or third-party service failures.

22.5 Notices. All notices required or permitted under this Agreement shall be sent to the email address associated with your account. Notices to UTP shall be sent to legal@utproducts.com. Notices are deemed delivered when sent via email.

22.6 No Agency. Nothing in this Agreement creates any agency, partnership, joint venture, or employment relationship between you and UTP. You are an independent contractor and have no authority to bind UTP in any manner.

22.7 Survival. Any provisions of this Agreement that by their nature should survive termination shall survive, including but not limited to Sections relating to intellectual property, limitation of liability, indemnification, dispute resolution, and any accrued obligations.

22.8 Electronic Consent. By creating an account and checking the "I accept" checkbox, you consent to this Agreement electronically. You agree that your electronic acceptance has the same legal force and effect as a handwritten signature.

22.9 Assignment by UTP. UTP may assign or transfer this Agreement, in whole or in part, without restriction and without notice to you. You may not assign this Agreement without UTP's prior written consent.

22.10 Headings. Section headings are for convenience only and shall not affect the interpretation of this Agreement.

23. Contact Information

If you have any questions about these Terms and Conditions, please contact us:

Ultimate Team Posters LLC
Email: legal@utproducts.com
Website: www.utproducts.com