Uppe

PLEASE READ THESE TERMS AND CONDITIONS OF USE ("TERMS OF USE") CAREFULLY. BY ACCESSING OR USING THIS APP, YOU AGREE TO BE BOUND BY THESE TERMS OF USE.

 

This Application (“App”) and associated website, uppe-app.com, (“Site”) are owned and operated by Uppe, Inc. ("Uppe"). These Terms of Use apply to your access to, and use of, the App, your use of any digital photography, media hosting services, or other services provided on or through this App (the "Services"). However, these Terms of Use don’t alter in any way the terms or conditions of any other agreement you may have with Uppe. Your use of the App and the Services and your purchase of Products is expressly conditioned upon your agreement to these Terms of Use. You consent to our communicating with you about the App, the Products and the Services by email and/or system messages, and if necessary, by regular mail or telephone.

 

Uppe reserves the right to change any provision of these Terms of Use, and any other terms, policy or guideline governing your use of the App, at any time in its sole discretion. Such changes will be effective immediately upon posting such revisions on the App, and you waive any right you may have to receive specific notice of such changes. Your continued use of this App or the Services or the purchase of any Products following the posting of such changes will confirm your acceptance thereof. You should frequently review these Terms of Use and any other applicable policies or guidelines on the App.

 

Privacy. Please refer to the App's Privacy Policy (www.uppe-app.com/privacy/) for information on how we collect, use and disclose personal information from users of the App. You understand and agree that we store and process your personal information on computers located in the United States.

 

License Agreement. Uppe's App enables any person or entity who owns or is otherwise authorized to license Images (the "Content Owner") to post such Images on the App.

 

Copyright And Limited License. The App and all Images, text, video, code and other content and materials on the App and the selection and arrangement thereof (collectively, the "App Materials") are the property of Uppe or its licensors or users and are protected by United States and international copyright laws. Uppe grants you a limited, non-sublicensable, revocable license to access and use the App solely in accordance with, and subject to, the terms set forth in these Terms of Use and any other applicable terms or agreements you may enter into with Uppe. Except as otherwise expressly permitted in writing, the license does not include, and you agree to refrain from:

• the collection, copying or distribution of any portion of the App or the App Materials;

• any resale, commercial use, commercial exploitation, distribution, public performance or public display of the App or any of the App Materials;

• modifying or otherwise making any derivative uses of the App or any of the App Materials;

• scraping or otherwise using any data mining, robots or similar data gathering or extraction methods;

• with the exception of your own photos, or others' photos available for download, the downloading of any portion of the App, the App Materials or any information contained therein; or

• any use of the App or the App Materials other than for their intended purposes.

• Any use of the App or of any App Materials other than as specifically authorized herein, without the express prior written permission of Uppe or the Content Owner, is strictly prohibited and will terminate and constitute a breach of the license granted herein.

 

Repeat Infringer Policy. In accordance with the Digital Millennium Copyright Act and other applicable law, Uppe has adopted a policy of terminating, in appropriate circumstances and at Uppe's sole discretion, account holders who are deemed to be repeat copyright infringers. Uppe may also, at its sole discretion, limit access to the App and/or terminate any account holders who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

 

Copyright Complaints. If you believe that any material on the App infringes upon any copyright that you own or control, you may file a notification of such infringement with our Designated Agent as set forth below.

Designated Agent: Kyle Cho

E-mail Address of Designated Agent: support@uppe-app.com

 

Trademarks. "UPPE", the Uppe logo, the look and feel of the App, and any other Product or Service names, logos or slogans of Uppe contained in the App are trademarks of Uppe (collectively, the "Uppe Marks") and may not be copied, imitated, or used without the prior written permission of Uppe. All other trademarks, registered trademarks, product names and company names or logos mentioned in the App are the property of their respective owners.

 

Hyperlinks. You may create a text hyperlink to the App or Site, provided such link does not portray Uppe or any of its Products or Services in a false, misleading, derogatory or otherwise defamatory manner. This limited right may be revoked by Uppe at any time at Uppe’s sole discretion. Uppe makes no representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of third-party Web Apps accessible by hyperlink from the App, or Web sites linking to the Site. Uppe provides these links to you only as a convenience, and the inclusion of any link does not imply affiliation or endorsement of any site or any information contained therein. When you leave the App, you should be aware that our terms and policies no longer govern.

 

Third Party Content. Uppe may host third party content on the App ("Third Party Content") as a convenience to its users. Such inclusion does not imply affiliation, endorsement, approval, or control by Uppe of any Third Party Content. Uppe makes no claim or representation regarding, and accepts no responsibility for, such Third Party Content or for the quality, accuracy, nature, ownership or reliability thereof. Users use such Third Party Content at their own risk.

 

User Content. The App includes media hosting services, discussion forums or other interactive areas in which you or other users may post or transmit Images, text, music, messages, information or other content or materials ("User Content"). You are solely responsible for the User Content you post or transmit and you agree not to post, transmit or otherwise publish through the App any of the following: User Content that is unlawful, defamatory, obscene, pornographic, indecent, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable or harmful (all content that includes either profanity or nudity must be flagged by you during the upload process); User Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, endanger national security, or that would otherwise create liability or violate any local, state, national or international law; User Content that may infringe or violate any patent, trademark, trade secret, copyright or other intellectual or other proprietary right of any party; User Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity; Unsolicited promotions, political campaigning, advertising or solicitations; Private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers; viruses, corrupted data or other harmful, disruptive or destructive files; and User Content that, in the sole judgment of Uppe, is objectionable, harmful or which restricts or inhibits any other person from using or enjoying the App, or which may expose Uppe or its users to any harm or liability of any nature. Although we prohibit certain activities in these Terms of Use, Uppe does not control and takes no responsibility or liability for any User Content or for any loss or damage thereto, or for the nature of the User Content you may encounter. Your use of the App is at your own risk. Enforcement of the user content or conduct rules set forth in these Terms of Use is solely at Uppe's discretion, and failure to enforce such rules in some instances does not constitute a waiver of our right to enforce such rules in other instances. In addition, these rules do not create any private right of action on the part of any third party or any reasonable expectation that the App will not contain any content that is prohibited by such rules. Although Uppe has no obligation to screen, edit or monitor any of the User Content posted on the App, Uppe reserves the right, and has absolute discretion, to remove, screen or edit any User Content hosted on the App at any time and for any reason without notice. You are solely responsible for creating backup copies of and replacing any User Content you host on the Site at your sole cost and expense.

You retain the copyright in any User Content you post on the App. However, by uploading and/or posting any User Content to the App, you grant Uppe a perpetual, nonexclusive and royalty-free right to use the User Content and the name that is submitted in connection with such User Content, as is reasonably necessary to display the User Content, rank the content, provide the Services and to facilitate, at Content Owner's direction, the license of Images or the sale of Products on the App. The license granted to Uppe includes the right to use your User Content fully or partially for promotional reasons and to distribute and redistribute your Content to other parties, web-sites, applications, and other entities, provided such Content is attributed to you in accordance with the credits (i.e. username, profile picture, photo title, descriptions, tags, and other accompanying information) if any and as appropriate, all as submitted to Uppe by you.

You understand and acknowledge that any User Content contained in public postings will be accessible to the public and could be accessed, indexed, archived, linked to and republished by others including, without limitation, appearing on other web sites and in search engine results. Therefore, you should be careful about the nature of the User Content you post. Uppe will not be responsible or liable for any third party access to or use of the User Content you post. Uppe provides security options and settings for your content and you should read and understand them all. You represent and warrant that (a) you own or otherwise control all of the rights to the User Content that you post or transmit, or you otherwise have the right to post, use, display, distribute and reproduce such User Content and to grant the rights granted herein; (b) the User Content you supply is accurate and not misleading; and (c) use and posting of the User Content you supply does not violate these Terms of Use and will not violate any rights of or cause injury to any person or entity.

 

Your Account. Certain activities on the App require you to register and create an account. In order to create an account, you must be 18 years of age or older. By registering, you represent and warrant that you are over 18 and that all information you provide in the registration form ("Registration Data") is complete and accurate. Uppe reserves the right to refuse service to anyone at any time, with or without cause in its sole discretion. You agree to keep your registered email addresses and other Registration Data current and complete, as Uppe may send important notices about your account or the Services to that email account. In order to cooperate with legitimate governmental requests, subpoenas or court orders, to protect Uppe's systems and customers, or to ensure the integrity and operation of Uppe's business and systems, Uppe may access and disclose any information from your account it considers necessary or appropriate, including, without limitation, user profile information (i.e. name, e-mail address, etc.), IP addressing and traffic information, usage history, and posted content. You consent to such disclosure and agree that Uppe's right to disclose any such information as described above shall govern over any contrary terms in any agreement or policy of Uppe. For information regarding other ways that Uppe may use or disclose your Registration Data, please see the Uppe Privacy Policy.

 

Prizes.  Winners of each contest will receive a cash prize (“Prize”). Winning a Prize is contingent upon complying with all the terms and conditions of, and fulfilling all requirements contained in, these Terms of Use. To receive payment of your accrued Prizes, you must cash out via PayPal or another third-party payment provider we may make available to you. Prize fulfillment will be subject to the terms, conditions, and privacy policies of any such third-party payment provider.

 

We reserve the right to withhold any payment from a player’s account to such player until we are satisfied that the identity, age and place of residence of the player has been suitably verified.

 

Account Security. You are solely responsible for maintaining the confidentiality of the password associated with your account and for restricting access to your password and to your computer while logged into the App. You agree to accept responsibility for all activities that occur under your account or from your computer. We endeavor to use reasonable security measures to protect against unauthorized access to your account and to any User Content you designate as unlisted, hidden or password-protected. We cannot, however, guarantee absolute security of your account, your User Content or the personal information we collect, and we cannot promise that our security measures will prevent third-party "hackers" from illegally accessing the App or its contents. You agree to immediately notify Uppe of any unauthorized use or your account or password, or any other breach of security, and to accept all risks of unauthorized access to the Registration Data and any other information you provide to Uppe.

 

DISCLAIMER OF WARRANTIES. THE APP, THE APP MATERIALS, THE PRODUCTS AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, UPPE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT AS TO THE APP, THE APP MATERIALS, THE PRODUCTS AND THE SERVICES. UPPE DOES NOT REPRESENT OR WARRANT THAT THE APP MATERIALS OR THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE APP, ITS SERVERS OR EMAIL SENT FROM UPPE OR THE APP ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. UPPE IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING, TEXT OR PHOTOGRAPHY. UPPE ALSO MAKES NO REPRESENTATION OR WARRANTY REGARDING THE AVAILABILITY, RELIABILITY OR SECURITY OF THE APP AND SHALL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO OR ANY MODIFICATION, SUSPENSION, UNAVAILABILITY, OR DISCONTINUANCE OF THE APP OR THE PRODUCTS OR SERVICES PROVIDED THEREON.

 

LIMITATION OF LIABILITY. IN NO EVENT SHALL UPPE OR ITS DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE OR VIEW THE APP, THE SERVICES, THE PRODUCTS, THE CONTENT OR THE APP MATERIALS CONTAINED IN OR ACCESSED THROUGH THE APP, INCLUDING ANY DAMAGES CAUSED BY OR RESULTING FROM YOUR RELIANCE ON ANY INFORMATION OBTAINED FROM UPPE, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY TERMINATION, SUSPENSION OR OTHER FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO UPPE'S RECORDS, PROGRAMS OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF UPPE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE APP, THE SERVICES, THE PRODUCTS, THE CONTENT OR THE APP MATERIALS, EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO UPPE FOR ACCESS TO OR USE OF THE APP OR THE SERVICES OR FOR THE PURCHASE OF PRODUCTS. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

 

Indemnity. You agree to defend, indemnify and hold harmless Uppe and its affiliates and subsidiaries (collectively, the "Indemnified Parties"), and the Indemnified Parties' independent contractors, service providers and consultants, and their respective directors, employees and agents, from and against any claims, damages, costs, liabilities and expenses (including reasonable attorneys' fees) arising out of or related to any User Content you host or otherwise transmit on or through the App, your use of or inability to use the App, the User Content, the App Materials or the Services, or the licensing of your Images to third parties through the App, including any actual or threatened suit, demand or claim made against any of the Indemnified Parties and/or their independent contractors, service providers, employees, directors or consultants, arising out of or relating to your User Content, your conduct, your violation of these Terms of Use or your violation of the rights of any third party.

 

Applicable Law. Your use of the App is subject to all applicable local, state, national and international laws and regulations. These Terms of Use and your use of the App shall be governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be entirely performed within the State of Delaware, without respect to its conflict of law provisions. You agree that any controversy or claim arising out of or relating to use of the App or Site shall be settled by arbitration administered by the American Arbitration Association under its rules. The number of arbitrators shall be one. The place of arbitration shall be Delaware, and Delaware law shall apply. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

 

Severability. If any provision of these Terms of Use shall be deemed invalid, unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.