1. Your Acknowledgment and Acceptance of Terms
2. Description of Services
We make various services available on Our Website and/or Our App (collectively, “Services”). We may also provide updates, other content and/or user forums relating to the Services, and We may permit users to comment, tag or otherwise respond to such content.
By registering for and/or using the Services through Our Website, and/or Our App through Your mobile phone and/or through any of Your other mobile devices, You represent and warrant that:
a. You are at least thirteen (13) years old and that You have permission from Your parent and/or legal guardian to use Our Website and/or Our App; or
b. You are at least eighteen (18) years old.
4. General Terms
You will treat the content on Our Website and/or Our App as Our intellectual property and You shall refrain from using any of Our Website’s and/or Our App’s content in any manner whatsoever, except for non-commercial, personal, informational purposes, without Our express written consent. The “UpriiseTM” name and logo are Our trademarks and may not be copied, imitated or used, in whole or in part, without Our prior written consent.
You agree not to indulge in spamming techniques by sending unsolicited commercial and/or other emails to any other member of Our Website.
You agree not to use Our Website and/or Our App for chain letters, phishing, spoofing and/or sending any message and/or material that is (a) libelous, defamatory, obscene, pornographic, threatening, invasive of publicity rights, abusive or illegal; (b) violates the copyright, patent, trade secret or any other rights of a third party; or (c) otherwise gives rise to liability or violates any other applicable law.
You agree not to spread technological nuisances, including viruses, Trojans, worms or any other software programs intended to damage, destroy, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information on other computer systems (collectively, the “Technological Nuisances Provision”).
You agree not to, directly or indirectly, reverse engineer, decompile, disassemble and/or otherwise attempt to discover the source code, object code and/or underlying structure, ideas and/or algorithms found at or through Our Website, Our App and/or any software, documentation and/or data related to Our Website and/or Our App.
You agree not to copy, distribute, pledge, assign and/or otherwise transfer or encumber any rights that You may have to Our Website and/or Our App.
5. Registration Data and Privacy
You may browse Our Website without registering for an account. However, in order to access some of the Services, You may be required to use an account and password that can be obtained by completing a registration form, which requests certain information and data from You (collectively, “Registration Data”), and maintaining and updating Your Registration Data as required. By registering, You agree that all information provided in the Registration Data is true and accurate and that You will maintain and update this Registration Data as required, in order to keep such Registration Data current, complete and accurate.
6. Information Collection and Privacy
7. Conduct on Our Website and/or Our App
Your use of Our Website and/or Our App is subject to all applicable laws and regulations, and You are solely responsible for the substance of Your communications through Our Website and/or Our App. By posting information in or otherwise using any communications service, comments service, tag service, chat room, message board, newsgroup, software library or other interactive service that may be available to You on or through Our Website and/or Our App, You agree that You will not upload, share, post or otherwise distribute or facilitate distribution of any content, including, but not limited to, text, communications, software, images, sounds, data and/or other information that:
a. Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including, but not limited to, sexual language of a violent or threatening nature directed at another individual or group of individuals) or otherwise violates Our rules or policies;
b. Victimizes, harasses, degrades or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability;
c. Infringes on any patent, trademark, trade secret, copyright, right of publicity or other proprietary right of any party, which includes, but is not limited to, posting text or photographs that You did not write or take without the consent of the person or company who owns the copyrights in such text or photographs;
d. Constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as spamming), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
e. Contains software viruses or any other computer code, files or programs that are designed or intended to disrupt, damage or limit the functioning of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or
f. Impersonates any person or entity, including, but not limited to, any of Our owners, affiliated companies, officers, members, managers, suppliers, partners, sponsors or advertisers.
In addition, You may not use Your account to breach the security of another user’s account or attempt to gain unauthorized access to another network or server. Not all features of Our Website and/or Our App may be available to You or other authorized users of Our Website and/or Our App. You shall not interfere with any third party’s use and enjoyment of Our Website and/or Our App. Users who violate systems or network security may also incur criminal or civil liability.
8. Third Party Websites and Information
Our Website and/or Our App may include links to other websites or otherwise include references to information, documents, software, materials and/or services provided by third parties. These websites may contain information and/or material that some people may find inappropriate or offensive. These other websites and third parties are not under Our control, and You acknowledge and agree that We are not responsible for the accuracy, copyright compliance, legality, decency and/or any other aspect of the content of such websites, nor are We responsible for errors or omissions in any references to third parties or their products and/or services. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with, Our Website, Our App or by Us, OR ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED.
9. Intellectual Property Information
Neither We nor Our Affiliates warrant or represent that Your use of materials displayed on, or obtained through, Our Website and/or Our App will not infringe the rights of any third parties. See Section 10 below for a description of the procedures to be followed in the event that any party believes that any content posted on Our Website and/or Our App infringes on any patent, trademark, trade secret, copyright, right of publicity or other proprietary right of any party.
10. Unauthorized Use of Materials
Please do not submit confidential and/or proprietary information to Us, unless We have mutually agreed in writing otherwise. We are also unable to accept Your unsolicited ideas or proposals, so please do not submit them to Us in any circumstance.
We respect the intellectual property of others and We ask You to do the same. If You or any user of Our Website and/or Our App believes that its copyright, trademark or other property rights have been infringed upon by a posting on Our Website and/or Our App, You or the user should immediately send notification to Our Designated Agent (as identified in Section 10(h)). To be effective, such notification must:
a. Identify in sufficient detail the copyrighted work that You believe has been infringed upon or other information sufficient to specify the copyrighted work being infringed;
b. Identify the material that You claim is infringing upon the copyrighted work listed in item Section 10(a);
c. Provide information reasonably sufficient to permit Us to contact You (Your email address is preferred);
d. Provide information, if possible, sufficient to permit Us to notify the owner and/or administrator of the allegedly infringing webpage or other content (an email address is preferred);
e. Include the following statement: “I have a good faith belief that use of the copyrighted materials described above as allegedly infringing is not authorized by the copyright owner, the copyright owner’s agent or the law.”
f. Include the following statement: “I swear, under penalty of perjury, that the information in this notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.”
g. Sign the notification.
h. Send the written notification to the following address:
Contact: Timothy James Ryan, “Designated Agent”
Address: 1450 2nd Street, Suite 108, Santa Monica, CA 90401
You acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, We may immediately remove the identified materials from Our Website and/or Our App without liability to You or any other party and that the claims of the complaining party and the party that originally posted the materials will be referred to the United States Copyright Office for adjudication as provided in the Digital Millennium Copyright Act.
11. Disclaimer of Warranties
ALL MATERIALS AND SERVICES ON Our Website and/or ON Our App ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT A WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON‑INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE SERVICES AND/OR MATERIALS WILL MEET YOUR REQUIREMENTS; (B) THE SERVICES AND/OR MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES AND/OR MATERIALS WILL BE EFFECTIVE, ACCURATE AND/OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES AND/OR INFORMATION PURCHASED OR OBTAINED BY YOU USING Our Website and/or Our App FROM US AND/OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.
Our Website and/or Our App COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES AND/OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE MATERIALS AND/OR SERVICES AVAILABLE ON Our Website and/or Our App, INCLUDING, BUT NOT LIMITED TO, ANY PRICES AND DESCRIPTIONS OF ANY SERVICES LISTED, AT ANY TIME WITHOUT NOTICE. THE MATERIALS AND/OR SERVICES AVAILABLE ON Our Website and/or Our App MAY BE OUT OF DATE AND WE MAKE NO COMMITMENT TO UPDATE SUCH MATERIALS AND/OR SERVICES.
THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH Our Website and/or Our App IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, mobile phone and/or any other mobile device AND/OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.
Through Your use of Our Website and/or Our App, You may have the opportunities to engage in commercial transactions with other users and vendors. You acknowledge that all transactions relating to any merchandise and/or services offered by any third party, including, but not limited to, the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between the seller or purchaser of such merchandize and services and You. WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS WITH third parties EXECUTED THROUGH OR IN CONNECTION WITH Our Website and/or Our App, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, MATERIALS OR INFORMATION AVAILABLE ON OR THROUGH Our Website and/or Our App FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY AND NOT BY US OR ANY OF OUR AFFILIATES.
Content available through Our Website and/or Our App may represent the opinions and judgments of an information provider, website user or other person or entity not connected with Us. We do not endorse, nor are We responsible for the accuracy and/or reliability of, any opinion, advice or statement made by anyone other than an authorized spokesperson of Ours speaking in such authorized spokesperson’s official capacity.
You understand and agree that temporary interruptions of the Services may occur as normal events. You further understand and agree that We have no control over third party networks that You may access in the course of Your use of Our Website and/or Our App, and therefore, delays and disruption of other network transmissions are completely beyond Our control.
You understand and agree that the Services are provided “AS IS” and that We assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
12. Limitation of Liability
IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY SIMILAR DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF Our Website and/or Our App OR OF ANY WEBSITE REFERENCED OR LINKED TO FROM Our Website and/or Our App. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED THE GREATER OF (I) ONE HUNDRED DOLLARS ($100.00) OR (II) THE AMOUNT THAT YOU HAVE PAID US IN THE PAST TWELVE (12) MONTHS.
FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY GOODS AND/OR SERVICES OFFERED THROUGH Our Website and/or Our App OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS THROUGH Our Website and/or Our App, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.
YOU AGREE THAT IF YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF OUR ACTIONS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY USE OF ANY WEBSITE, SERVICE, PROPERTY, PRODUCT OR OTHER CONTENT OWNED OR CONTROLLED BY US, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION OR ADVERTISING OF ANY WEBSITE, SERVICE, PROPERTY, PRODUCT OR OTHER CONTENT OWNED OR CONTROLLED BY US.
SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Upon a request by Us, You agree to defend, indemnify and hold Us and Our Affiliates harmless from all liabilities, claims and expenses, including attorney’s fees, that arise from Your use or misuse of Our Website and/or Our App. We reserve the right, at Our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You agree to cooperate with Us in asserting any available defenses.
14. Security and Password
You are solely responsible for maintaining the confidentiality of Your password and account, if any, and for any and all statements made and acts or omissions that occur through the use of Your password and/or account. Therefore, You must take steps to ensure that others do not gain access to Your password and/or account. Our personnel will never ask You for Your password. You may not transfer or share Your account with anyone, and We reserve the right to immediately terminate Your account if You do transfer or share Your account. You may not create an account through any unauthorized means, including, but not limited to, by using an automated device, script, bot, spider, crawler or scraper (collectively, the “Unauthorized Means Provision”). You may not create an account for anyone other than Yourself.
15. Participation in Promotions
From time to time, Our Website and/or Our App may include advertisements offered by third parties. You acknowledge that We may not always identify paid advertisements as such. You may enter into correspondence with or participate in promotions of the advertisers showing their products and/or services on Our Website and/or Our App. Any such correspondence or promotions, including the delivery of and the payment for goods and/or services, and any other terms, conditions, warranties or representations associated with such correspondence or promotions, are solely between You and the advertiser. We assume no liability, obligation and/or responsibility for any part of any such correspondence or promotion.
16. Email, Messaging, Blogging, Tagging, Comments and Chat Services
We may employ automated monitoring devices and/or techniques to protect Our users from mass unsolicited communications (also known as spam) and/or other types of electronic communications that We deem to be inconsistent with Our business purposes. However, such devices and/or techniques are not perfect and We will not be responsible for any legitimate communication that is blocked or for any unsolicited communication that is not blocked.
Mailboxes and other features may have a limited storage capacity. If You exceed the maximum permitted storage space, then We may employ automated devices that delete or block email messages and/or other content that exceed any such limits. We will not be responsible for such deleted or blocked messages and/or content.
17. International Use
Although Our Website and/or Our App may be accessible worldwide, We make no representation that the materials on Our Website and/or Our App are appropriate and/or available for use in locations outside the United States, and accessing them from territories where such materials’ contents are illegal is prohibited. Those who choose to use Our Website and/or Our App from other locations do so on their own initiative and are responsible for compliance with local laws. Any offer for any product, service and/or information made in connection with Our Website and/or Our App is void where prohibited.
18. Termination of Use
Upon termination or suspension, regardless of the reasons therefore, Your right to use the Services immediately ceases, and You acknowledge and agree that We may immediately deactivate or delete Your account and all related information and files in Your account and/or bar any further access to such files, Our Website and/or Our App. We shall not be liable to You or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by Us in connection with such termination or suspension.
19. Governing Law
Our Website (excluding any linked websites) and Our App are controlled by Us from Our offices within the State of California, United States of America. Our Website and Our App can be accessed from all fifty (50) states, as well as from other jurisdictions and countries around the world. As each of these places has laws that may differ from those of California, by using Our Website and/or Our App both parties agree that the statutes and laws of the State of California, without regard to California’s conflicts of laws principles, and the United Nations Convention on the International Sales of Goods, will apply to all matters relating to the use of Our Website and/or Our App and the purchase of products and/or services available through Our Website and/or Our App. The parties agree and hereby submit to the exclusive personal jurisdiction and venue of any court of competent jurisdiction within the State of California with respect to such matters.
ARBITRATION NOTICE: EXCEPT IF YOU OPT-OUT AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
You may opt out of this arbitration provision. If You do so, neither You nor We can require the other party to participate in an arbitration proceeding. In order to opt out of this arbitration provision, You must notify Us in writing within thirty (30) days of the date that You first became subject to this arbitration provision. You must use this address to opt out: Upriise, 1450 2nd Street, Ste 108, Santa Monica, CA 90401. You must include Your name, Your residence address, any email address that You use in connection with Your account(s) on Our Website and/or Our App, and a clear statement that You want to opt out of this arbitration provision. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Section 20 shall be null and void. This arbitration provision shall survive the termination of Your relationship with Us.
21. Entire Agreement
You agree not to sell, resell, reproduce, duplicate, copy and/or use for any commercial purposes any portion of Our Website and/or Our App, or use of or access to Our Website and/or Our App.
In addition to any excuse provided by applicable law, We shall be excused from liability for non-delivery or delay in delivery of products and/or services available through Our Website and/or Our App arising from any event that is beyond Our reasonable control, whether or not foreseeable by either party, including, but not limited to, labor disturbance, war, fire, accident, adverse weather, governmental act or regulation and other causes or events beyond Our reasonable control, whether or not similar to those that are enumerated above.
23. Our Contact Information