We at Up Advisors LLC (“Up Advisors”, “us”, “we”, “ours” and “our”) welcome you to our online website (including all content and functionality available through the https://draftsend.com/ domain name, the "Site"). We are happy to provide you with access to the Site, related data, our proprietary software, and content and related documentation and information (including our “Embeddable Viewer”) (collectively, the “Software”) in connection with our current product and services, and any future feature, product and/or service we provide through the Site (collectively the “Services”).
This Agreement is effective as of July 4th, 2017.
1. SERVICE TERMS AND LIMITATIONS.
1.1 Grant of Limited License. Your access to the Service is licensed and not sold. Subject to the terms of this Agreement, we hereby grant you a revocable, non-exclusive, non-transferable account enabling you to access and use the Services and the Site. The entire contents displayed on the Site (the “Content”) that is made available to view and/or download in connection with the Site is owned by and is the copyrighted work of us and/or our suppliers and is licensed, not sold. You do not have the right to lend, lease, rent or sublicense the Site and/or the Content. Your use of the Services (including the use of the materials that you download in connection with the use of the Site, along with any Provider Data (as defined herein and as allowed pursuant to this Agreement, if applicable), documentation, text, software, photos, video, graphics, and music, sound or other multimedia files that might accompany it (collectively, “Material”)) is governed by the terms of this Agreement. We reserve the right, without notice and in our sole discretion, to terminate your license to use the Site and Services, and to block or prevent future access to and use of the Site and Services. You are not permitted, directly or indirectly, and the foregoing license grant does NOT include the right for you to (a) publish, publicly perform or display, or distribute to any third party any Materials, including reproduction on any computer network or broadcast or publications media; (b) market, sell or make commercial use of the Site or any Material; (c) systematically collect and use of any data or content including the use of any data spiders, robots, or similar data gathering, mining or extraction methods; (d) make derivative uses of the Site or the Material; or (e) use, frame or utilize framing techniques to enclose any portion of the Site (including the images found at this Site, or any text or the layout/design of any page or form contained on a page).
1.2 Proprietary Rights. The Content has copyrighted protection as a collective work under the laws of the United States and other copyright laws. We are the sole exclusive owner of the Content. There may be collective work that is the property of other third parties and such collective work is also protected by copyright and other intellectual property laws. You are allowed to display and, subject to any expressly stated restrictions or limitations relating to specific material, download portions of the Content from the different areas of the Site only for non-commercial use, unless otherwise permitted. Any redistribution, retransmission or publication of any copyrighted material is strictly prohibited without the express written permission of the copyright owner. You may not change or delete any proprietary notices from materials downloaded from the Site. You agree not to use any of our logos or any other proprietary graphics or trademarks without our express written consent. As between the parties, title, ownership rights, and intellectual property rights in the Content, and any copies or portions thereof, shall remain in Up Advisors and/or our content providers. Third-party trademarks, service marks and logos contained in the Site are owned and licensed by their respective owners. Any and all rights not expressly granted herein are reserved.
1.3 User Agreement.
(a) Users. Users may access the Services and Site as (i) a provider (a “Provider”) of information, documents, business product, data and other material and content, including, but not limited to slide decks, presentations, text, videos, photos, graphics, sound and/or other data and files in any medium or form (collectively the “Provider Data”) to (1) receive feedback, advice, questions, comments and/or other data, content, text, audio and files in any medium or form (collectively, “Feedback”) from other Users and/or (2) allow Users to view such Provider Data; (ii) as recipients through the Site (a “Recipient”) of Provider Data to provide and supply Providers with Feedback; and/or (iii) as recipients of Provider Data through the Services via email (“Third Party Recipient”) to provide and supply Providers with Feedback. In using the Site and/or Services, a User may be a Provider, Recipient and/or Third Party Recipient and you understand and agree that you will abide by all terms and conditions of this Agreement in your use of the Site and/or Services as a Provider, Recipient and/or Third Party Recipient, as applicable. If you are a Provider providing Provider Data through the Site to a Recipient, you understand and agree that we may, from time to time, edit and make formatting changes to your Provider Data (such as translating it, modifying the size, layout or file type or removing metadata) in order to provide the Services, but we will not modify the content or meaning of your Provider Data.
(b) Accounts. Depending on whether you are using the Services as a Provider, Recipient and/or Third Party Recipient, you may be required to register for an account (an “Account”) through the Site (an “Account Holder”) and/or only provide your email address so that Providers can provide you with their Provider Data. If you are required to register for an Account, you agree to provide us with information such as your name and email address or by allowing us to access your name and other profile information through an existing account you may have on Google (your “Google Account”). You agree to: (1) provide true, accurate, current and complete information about yourself when registering for an Account, including any credit card information (your “Credit Card”), as applicable, (2) maintain and promptly update your Account to keep it true, accurate, current and complete, and (3) authorize us, or our third party billing service, to charge your credit card for any and all service fees incurred by your use of Services, as applicable. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof). If you are only required to provide us with an email address, you agree to provide to us with your true, accurate and current email address. If you provide an email address that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your access to the Services and refuse any and all current or future use of the Services (or any portion thereof).
(c) Use of Embeddable Viewer and Software. In using the Services, we may allow you to embed our Embeddable Viewer on your website and/or blog. If you use the Embeddable Viewer on your website and/or blog, you agree and understand that (i) you may not modify, build upon, or block any portion of the Embeddable Viewer in any way, (ii) Provider Data posted through the Embeddable Viewer on your website and/or blog may be made public unless you restrict such public access through your website and/or blog; and (iii) we will not be liable or responsible for any reason for any Provider Data, or any use by any party thereof, which you fail to restrict access to and publicly post on your website and/or blog through the Embeddable Viewer. Additionally, if you use the Software, you agree that it may automatically download and install updates from time to time. These updates are designed to improve, enhance and further develop the Software and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit us to deliver these to you) as part of your use of the Software.
1.4 User Representations.
(a) General. You represent and warrant that (i) you are over the age of thirteen (13) and have the power, authority or consent to enter into and perform your obligations under the Agreement; (ii) all information provided by you to us, including Credit Card information, is truthful, accurate and complete; (iii) you are authorized, or have the permission of the authorized signatory of the Credit Card or charge card provided to us, to pay any fees incurred from use of the Services (as applicable); (iv) you shall comply with all terms and conditions of this Agreement; (v) you have provided and will provide accurate and complete registration information, including, without limitation, your legal name, address and telephone number; (vi) each time you upload Submitted Content (as defined herein) on the Site or through the Service, you own or otherwise control the rights or have the necessary consents to upload or post such Submitted Content and to enable inclusion and use of the Submitted Content in the manner contemplated by the Site; (vii) you will comply with the terms of this Agreement set forth herein; and (viii) you will comply with all applicable U.S. and international laws, statutes, ordinances, rules, regulations, contracts and applicable licenses regarding your use of the Services or Site.
(b) Account Holder. As an Account Holder, you represent and warrant that you will (i) maintain the security of your user identification, password and other confidential information relating to your Account; (ii) maintain the security, confidentiality and integrity of all messages and the content that you receive, transmit through or store on the Service; and (iii) maintain all charges resulting from the use of your Account, including but not limited to, unauthorized use of your Account prior to you notifying us in writing of such use and taking steps to prevent its further occurrence by changing your password.
(c) Provider. If you are a Provider, you further represent and warrant that (i) all information, content and material contained in your Provider Data is owned by you, or you have a license to use such information, content and material; (ii) your Provider Data and any content and material contained therein does not and will not infringe upon the rights of any third party, including, but not limited to a third party’s intellectual property rights, proprietary rights, and privacy rights; (iii) you understand, acknowledge and agree that (A) Feedback is provided for informational purposes only, (B) use of any Feedback you receive is at your sole discretion, and (C) neither we nor the Recipient and/or Third Party Recipient who provided the Feedback will be responsible or liable to you in any manner for your use of such Feedback; (iv) any Provider Data your provide and/or shared is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, other blogs and web sites, and similar unsolicited promotional methods; (v) your Provider Data does not contain content, data, material or information that misleads Recipients or Third Party Recipients into thinking that you are, or represent, another person or entity; and (vi) if you permit downloading of your Provider Data or submit Provider Data to a Public Forum (as defined herein), you understand that your Provider Data may be downloaded by others and we will not be responsible or liable for any use of such Provider Data.
(d) Recipient and Third Party Recipient. If you are an Recipient and/or Third Party Recipient, you represent, warrant, understand and agree that (i) any Feedback you provide to a Provider may be used by such Provider in any manner to improve, enhance, or better develop the Provider Data (or such Provider’s product or business) without any compensation to you in any form; (ii) you will maintain the security and confidentiality of the Provider Data and the Provider and will not disclose information about or concerning the Provider Data, your Feedback or the Provider to any third party, unless authorized to do so by the Provider; and (iii) both Up Advisors and the Provider may track the time you view and your navigation through the Provider Data.
1.5 User’s Restrictions. You are not permitted, directly or indirectly, to (a) modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), create derivative works based on the Software or the Material; (b) copy the Software, the Material, the Content or any Submitted Content or engage in any acts inconsistent with the principles of copyright protection and fair use, as codified in 17 U.S.C. Sections 106-110, without obtaining our express written consent and/or the copyright owner; (c) distribute, display (except for the purposes set forth in Section 2), rent, lease, transfer or otherwise transfer rights to, or in any way exploit, the Content, Software, Material, or any Submitted Content, in whole or in part; or (d) remove any proprietary notices or labels on the Content, Software, Material or any Submitted Content.
1.6 Provider Data. From time to time, we may disclose aggregated information and statistics about our Users without restriction so long as such information and statistics do not contain any personal information. You understand and agree that, in addition to our use of Submitted Content as set forth in Section 2, any Submitted Content you post may be used by and disclosed by us in aggregated form. In addition, if you are a Provider in using the Services and uploading Provider Data or a Recipient or Third Party Recipient using the Services to provide Feedback, any and all non-personal information contained in such Provider Data or Feedback, as the case may be, may be used by us in an aggregated form. As between you and us, you shall retain ownership of all Provider Data and/or Feedback, as applicable. You hereby grant to us a royalty-free, non-exclusive, irrevocable, right and license to access such Provider Data and/or Feedback, as applicable, for the purposes of (x) analyzing and improving the Services; (y) selling aggregated non-personal information compiled from your Provider Data and/or Feedback, as applicable, to third parties, and/or (z) compiling aggregate data derived from your use of the Services to compile statistics, metrics, insights and general trend data about the Services for, among other things, our marketing and promotional purposes. This information will be presented only in aggregate form, and we will not share specific data that identifies you or your Recipient or Third Party Recipient without your permission. You represent and warrant that you have all rights, licenses, and consents required to license Provider Data and/or Feedback, as applicable, to us on these terms, and further represent and warrant that this license does not infringe the rights of any third party or violate any applicable law or regulation.
2. ONLINE COMMUNICATIONS.
2.1 Submitted Content. From time to time, we may allow you to (a) access newsgroups, message boards, forums, conferences, and chats on the Site, and/or (b) upload Provider Data and Feedback to public forums or areas of the Site (collectively, the “Public Forum”). You are solely responsible for the Provider Data, Feedback, information, and other content that you upload, publish or display (hereinafter, "post") on a Public Forum on the Site (collectively, the “Submitted Content”). You understand the Site, and any Public Forum on the Site, is available to the public. Therefore, any information you consider confidential should not be posted to the Site and/or a Public Forum. By posting Submitted Content, you agree that we may reveal your identity and whatever information we know about you to any law enforcement agent or official in the event of legal action arising from any Submitted Content posting by you. Your participation in on-line communications, if any and if allowed by us, occurs in real time and is not edited, censored, or otherwise controlled by us. We cannot and do not screen content provided by you to the Site or through the Services. Notwithstanding the foregoing, we reserve the right to monitor content on the Site and to remove content, which we, in its sole discretion, determine to be harmful, offensive, or otherwise in violation of this Agreement or our operating policies for Users.
2.2 User Warranties and Representations. You warrant, represent and agree that you will not contribute any Submitted Content or otherwise use the Site, Software and/or Services in a manner that (a) infringes the intellectual property rights or proprietary rights, or rights of publicity or privacy, of any third party; (b) violates any law, statute, ordinance or regulation; (c) you should know is harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, fraudulent, deceptive, or misleading or otherwise objectionable; (d) adversely affects or reflects negatively on our goodwill, name or reputation or causes duress, distress or discomfort to we or anyone else, or discourages any person, firm or enterprise from using all or any portion, feature, or function of the Site, or from advertising, liking or becoming a supplier to use in connection with the Site; (e) send or result in the transmission or junk e-mail, chain letters, duplicative or unsolicited messages, or so-called “spamming”; (f) transmit, distribute or upload programs or material that contain malicious code, such as viruses, timebombs, cancelbots, worms, trojan horse, spyware, or other potentially harmful programs or other material or information; (g) falsely report to an employee or agent of Up Advisors; (h) circumvent, disable or otherwise interfere with security-related features of the Site or its features that prevent or restrict use or copying of any content; (i) intercept or attempt to intercept email or other private communications not intended for you; (j) causes the Site to be used for commercial or business purposes, including, without limitation, advertising, marketing, or offering goods or services, whether or not for financial or any other form of compensation or through linking with any other Site or web pages; (k) falsify the source or origin of software or other material contained in a file that you upload to a Public Forum; (l) uses the Service in a manner that adversely affects the availability of its resources to other Users; (n) act, or fail to act, in your use of the Service, in a manner that is contrary to applicable law or regulation; (o) distribute in any medium any part of the Site, including, but not limited to, any Submitted Content, without our prior written consent; and/or (p) access Submitted Content or any content on the Site through any technology or means other than the Software (including the “Embeddable Viewer”). You further warrant, represent and agree that you will not (x) post or transmit any message, data, image or program which is indecent, obscene or pornographic; (y) use the Site to threaten, harass, stalk, abuse, or otherwise violate the legal rights (including rights of privacy and publicity) of others; and (z) delete any author attributions, legal notices or proprietary designations or labels in a file that you upload to the Site. While it is not our intent to discourage you from reporting problems about the Services, nonetheless, we reserve the right to take such action as it deems appropriate and/or to remove any content from the Site at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such content or if we are concerned that you may have breached the provisions of this Section 2.2), or for no reason at all. You further agree not to use the Service, any Content or any Submitted Content for any commercial use, without our prior written authorization. By way of illustration, prohibited commercial uses include, but are not limited to, any of the following actions taken without our express approval: (i) sale of access to the Site or its related services (such as the Embeddable Viewer) on another website; (ii) use of the Site or its related services (such as the Embeddable Viewer) for the primary purpose of gaining advertising or subscription revenue; (iii) the sale of advertising, on the Site or any third-party website, targeted to the content of specific Submitted Content or Content; and (iv) any use of the Site or its related Services that we find, in our sole discretion, to use our resources or Submitted Content with the effect of competing with or displacing the market for Up Advisors; provided, however, that prohibited commercial uses do not include (A) using the “Embeddable Viewer” to show Provider Data with or without Feedback on an ad-enabled blog or website, provided the primary purpose of using the “Embeddable Viewer” is not to gain advertising revenue or compete with Up Advisor; and (B) any use that we expressly authorize in writing.
2.3 License Grant. By posting any Submitted Content on a Public Forum on the Site, you automatically grant (or warrant that the owner of such content has expressly granted) to us a perpetual, royalty-free, non-exclusive, irrevocable, unrestricted, worldwide license to use, copy, sublicense, reproduce, distribute, redistribute, modify, adapt, publish, edit, translate, transmit, create derivative works of, publish and/or broadcast, publicly perform or display any materials or other information (including without limitation, ideas contained therein for new or improved products or services) you submit to Public Forums of the Site, alone or as part of other works in any form, media, or technology whether by any means and in any media now known or hereafter developed and to sublicense such rights through multiple tiers of sublicenses. You further acknowledge and agree that your name, likeness, and/or Google Account may be associated your Submitted Content and you hereby grant us a perpetual, royalty-free, non-exclusive, irrevocable, unrestricted, worldwide license to use your name, likeness, and/or Google Account in association with your Submitted Content. You agree that you shall have no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your communication to us. You hereby agree to also grant each User a non-exclusive license to access your Submitted Content through the Site, and to use, reproduce, distribute, display and perform such Submitted Content as permitted through the functionality of the Site and under this Agreement. You further acknowledge and agree that no compensation will be paid with respect to the use of your comments, as provided herein, that we may remove any comment at any time in our sole discretion. Further, when you post any Submitted Content on the Site, you authorize and direct us to make such copies thereof as we deem necessary in order to facilitate the posting and storage of such content on the Site. You may remove any Submitted Content you post from the Site at any time. If you choose to remove your Submitted Content, the license granted above will automatically expire, however you acknowledge that we may retain archived copies of the Submitted Content.
3. OPERATION. We reserve complete and sole discretion with respect to the operation of the Site. We may, among other things: (a) delete email or private messages if it has not been accessed by a User within the time established by our policies; (b) subject to Section 1, make available to third parties information relating to the Users; and (c) withdraw, suspend or discontinue any functionality or feature of the Site. We may, in our complete and sole discretion, review uploaded files, conferences, forums, and chats and authorize restrictions on access thereto. We will not review the contents of email or private messages except as required or allowed by applicable law or legal process.
4. CONTENT AND GENERAL DISCLAIMERS
4.1 General Disclaimer. THE SITE IS PROVIDED BY US ON AN "AS IS" BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR THE EMBEDDABLE VIEWER OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE SITE. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND WARRANTIES THAT ACCESS TO OR USE OF THE SERVICE, INCLUDING THE SOFTWARE AND EMBEDDABLE VIEWER, WILL BE UNINTERRUPTED OR ERROR-FREE. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THESE TERMS. WE CANNOT AND DO NOT WARRANT AGAINST HUMAN AND MACHINE ERRORS, OMISSIONS, DELAYS, INTERRUPTIONS OR LOSSES, INCLUDING LOSS OF DATA. WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING FROM THE SITE WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES. WE DO NOT WARRANT OR GUARANTEE THAT THE FUNCTIONS OR SERVICE ACCESSED THROUGH THE SERVICE, INCLUDING THE SOFTWARE AND EMBEDDABLE VIEWER, WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SITE OR SERVICES, INCLUDING THE SOFTWARE AND EMBEDDABLE VIEWER, WILL BE CORRECTED. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THESE TERMS. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE, INCLUDING THE SOFTWARE AND EMBEDDABLE VIEWER, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE. WE MAY CHANGE THE SERVICE OR THE FEATURES IN ANY WAY, AND AT ANY TIME AND FOR ANY REASON. ALTHOUGH WE HAVE ATTEMPTED TO PROVIDE ACCURATE INFORMATION ON THE SITE, WE ASSUME NO RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF THE INFORMATION.
4.2 Informational Purposes Only. Any opinions expressed on the Site, or in Feedback, are the personal opinions of the original author and not of Up Advisors, even though the original author may be employed by us. The Content is provided for informational and entertainment purposes only and is not an endorsement or representation by us or any other party. We do not assume any responsibility or liability for any Submitted Content, Feedback, blogs, opinions or other commentary posted on the Site or received by you through the Services, or any third party website linked to the Site and makes no express or implied warranty or guarantee about the accuracy, copyright compliance, legality, or any other aspect of the Content.
4.3 Disclaimer of Third Party Information. You understand that when using the Site, you may be exposed to Submitted Content, Feedback and third party content from a variety of sources, and that we are not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Submitted Content, Feedback or third party content. You further understand and acknowledge that you may be exposed to Submitted Content, Feedback and third party content that may be offensive, indecent, inaccurate, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against us with respect thereto. You acknowledge that statements made in Site, Feedback, newsgroups, message boards, email, forums, conferences, chats and/or Submitted Content reflect only the views of their authors. Forum managers, forum hosts, content providers, or merchants appearing on the Site, if applicable, are not authorized Up Advisors spokespersons, and their views do not necessarily reflect those of Up Advisors, and we do not endorse any Submitted Content, Feedback, or any opinion, recommendation, or advice expressed therein.
5. INDEMNIFICATION. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS UP ADVISORS, ITS OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS AND SUPPLIERS FROM AND AGAINST ALL LOSSES, EXPENSES, DAMAGES AND COSTS, INCLUDING REASONABLE ATTORNEY'S FEES, RESULTING FROM ANY VIOLATION OF THIS AGREEMENT, BREACH OF YOUR REPRESENTATIONS CONTAINED HEREIN, OR ANY ACTIVITY RELATED TO YOUR ACCOUNT (INCLUDING INFRINGEMENT OF THIRD PARTIES' WORLDWIDE INTELLECTUAL PROPERTY RIGHTS OR NEGLIGENT OR WRONGFUL CONDUCT) BY YOU OR ANY OTHER PERSON ACCESSING THE SITE USING YOUR THE ACCOUNT.
6. WAIVER AND RELEASE. YOU AGREE THAT NEITHER WE NOR OUR OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR SUPPLIERS SHALL HAVE ANY LIABILITY TO YOU UNDER ANY THEORY OF LIABILITY OR INDEMNITY IN CONNECTION WITH YOUR USE OF THE SITE, THE SERVICE, INCLUDING THE SOFTWARE AND EMBEDDABLE VIEWER, OR THE CONTENT. YOU SPECIFICALLY ACKNOWLEDGE THAT WE SHALL NOT BE LIABLE FOR SUBMITTED CONTENT, FEEDBACK OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. YOU HEREBY RELEASE AND FOREVER WAIVE ANY AND ALL CLAIMS YOU MAY HAVE AGAINST UP ADVISORS, OUR OFFICERS, MANAGERS, MEMBERS DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR SUPPLIERS (INCLUDING BUT NOT LIMITED TO CLAIMS BASED UPON THE NEGLIGENCE OF UP ADVISORS, OUR OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR SUPPLIERS) FOR LOSSES OR DAMAGES YOU SUSTAIN IN CONNECTION WITH YOUR USE OF THE SITE, THE SERVICE, INCLUDING THE SOFTWARE AND EMBEDDABLE VIEWER, OR THE CONTENT.
7. LIABILITY LIMITATION. NOTWITHSTANDING THE FOREGOING PARAGRAPH WE WILL NOT BE LIABLE UNDER ANY THEORY OF LAW, FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR DATA OR COSTS OF REPLACEMENT GOODS, ARISING OUT OF THE USE OR INABILITY TO USE THE SITE OR SERVICES, INCLUDING THE SOFTWARE AND EMBEDDABLE VIEWER, OR RESULTING FROM USE OF OR RELIANCE ON THE INFORMATION PRESENTED, EVEN IF WE MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE SITE IS CONTROLLED AND OFFERED BY US FROM OUR FACILITIES IN THE UNITED STATES OF AMERICA. WE MAKE NO REPRESENTATIONS THAT THE SITE IS APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. THOSE WHO ACCESS OR USE THE SITE FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.
8. COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT NOTIFICATION. We respect the intellectual property rights of others. You can notify us of possible copyright infringement, and we will review all claims of copyright infringement received and remove content deemed to have been posted or distributed in violation of any such laws. To make a claim, please provide the following:
(a) A physical or an electronic signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest that is allegedly infringed;
(b) A description of the copyrighted work or other intellectual property that you claim has been infringed;
(c) A description of where the material that you claim is infringing is located on the Site reasonably sufficient to permit us to locate the material;
(d) Your contact information, including your address, telephone number, and email;
(e) A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(f) A statement by you that the above information in your notice is accurate and that you, made under penalty of perjury, are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
Contact the agent designated to receive and act on copyright violations under the Digital Millennium Copyright Act ("DMCA"). Claims can be directed to us at 714-398-8373, email@example.com, Up Advisors, LLC 13337 South St. #269, Cerritos, California 90623.
9. TERM AND TERMINATION. Either You or we may terminate this Agreement at any time and for any reason. In addition, this Agreement will terminate immediately, without notice, if you fail to comply with the terms of this Agreement. We also reserve the right to terminate or suspend your Account and access to the Site and Services without prior notice. The provisions of Sections 1.2 (Proprietary Rights), 1.3 (User Agreement), 1.4 (User Representations), 1.5 (User Restrictions), 1.6 (Provider Data), 2 (Online Communications), 4 (Content and General Disclaimers), 5 (Indemnification), 6 (Waiver and Release), 7 (Limitation of Liabilities), 9 (Term and Termination), and 12 (Miscellaneous) shall survive any termination of this Agreement.
11. Export Controls. You shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control (“OFAC”), or other United States or foreign agency or authority, and not to export, or allow the export or re-export of the Material in violation of any such restrictions, laws or regulations. By downloading or using the Material, you are agreeing to the foregoing and you are representing and warranting that You are not located in, under the control of, or a national or resident of any restricted country or on any such list
12. MISCELLANEOUS. This Agreement shall be governed by and construed in accordance with the laws of the State of California. You agree that any legal action or proceeding between Up Advisors and you for any purpose concerning this Agreement or the parties' obligations hereunder shall be brought exclusively in a court of competent jurisdiction sitting in San Mateo County, California, United States. Any cause of action or claim you may have with respect to Up Advisors must be commenced within one (1) year after the claim or cause of action arises. Our failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver. This Agreement constitutes the complete and exclusive statement of the agreement between the parties with respect to the Site and Service and supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties concerning the Service. If any action in law or in equity is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to reasonable fees of attorneys, accountants, and other professionals, and costs and expenses in addition to any other relief to which such prevailing party may be entitled. The provisions of this Agreement are severable, and in the event any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof. No provisions of this Agreement are intended, nor will be interpreted, to provide or create any third party beneficiary rights or any other rights of any kind in any Nonprofit User, client, customer, affiliate, or any party hereto or any other person unless specifically provided otherwise herein, and except as so provided, all provisions hereof will be personal solely between the parties to this Agreement; except that Sections 5, 6, and 7 are intended to benefit Up Advisors and its officers, managers, members, directors, employees, agents, licensors, and suppliers. We may assign our rights and duties under this Agreement to any party at any time without notice to you.