AGREEMENT TO TERMS
The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
Option 1: The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to register for the Site.
INTELLECTUAL PROPERTY RIGHTS
Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, website themes, marketing materials, audio, video, text, photographs, and graphics on the Site (collectively, the“Content”) and the trademarks, service marks, and logos contained therein (the“Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions.
Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use.We reserve all rights not expressly granted to you in and to the Site, theContent and the Marks.
UpLaunch has in place certain legally mandated procedures pursuant to the Digital MillenniumCopyright Act (“DMCA”)regarding allegations of copyright infringement occurring in the Copyright. UpLaunch reserves the right in its sole discretion to immediately suspend and/or terminate access to the service by any user who is alleged to have infringed on the intellectual property rights of UpLaunch or of a third party, or otherwise violated any intellectual property laws or regulations. UpLaunch’s policy is to investigate any allegations of copyright infringement brought to its attention. If You have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want UpLaunch to delete, edit, or disable the material in question, you must provide UpLaunch with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c)identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit UpLaunch to locate the material; (d) information reasonably sufficient to permit UpLaunch to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) a statement 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 that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to UpLaunch’s agent for copyright issues relating to the Service at the following:
600University Park Place #500
Attn: Daxko Office of Privacy
Or call: (847) 597-1740
If You believe that any User Content that you submitted through the service and was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use such User Content, you may send a counter-notice containing the following information to UpLaunch’s agent for copyright issues: (a) your physical or electronic signature; (b) identification of the User Content that has been removed or to which access has been disabled and the location at which the User Content appeared before it was removed or disabled; (c) a statement that you have a good faith belief that the UserContent was removed or disabled as a result of mistake or misidentification; and (d) your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the appropriate federal court inBirmingham, Alabama, and a statement that you will accept service of process from the person who provided notification of the alleged infringement. If a counter-notice is received by UpLaunch’s agent for copyright issues, we may send a copy of the counter-notice to the original complaining party informing that person that we may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, user, the removed content may be replaced, or access to it restored, in 10 to 14 business days
By using the Site, you represent and warrant that:
(1) all registration information you submit will be true, accurate, current, and complete;
(2) you will maintain the accuracy of such information and promptly update such registration information as necessary;
(4) you are not a minor in the jurisdiction in which you reside;
(5) you will not access theSite through automated or non-human means, whether through a bot, script or otherwise;
(6) you will not use theSite for any illegal or unauthorized purpose; and
(7) your use of the Site will not violate any applicable law or regulation.
If you provide any information that 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 Site (or any portion thereof).
You may be required to register with the Site. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
FEES AND PAYMENT
You may be required to purchase or pay a fee to access some of our services. You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Site. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed.
We bill you through an online billing account for purchases made via the Site. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at anytime. All payments shall be in U.S. dollars.
You agree to pay all charges or fees at the prices then in effect for your purchases, and you authorize us to charge your chosen payment provider for any such amounts upon making your purchase.
If your purchase is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until you notify us of your cancellation in accordance with our cancellation policy.
We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any order placed through the Site.
You can request to cancel your subscription at any time by logging into your account or contacting us using the contact information provided below.
UpLaunch requires a 30 day cancellation period, which will begin upon receipt of your cancellation request. We may also choose to require an ‘exit interview’ as a required part of the cancellation process. Your cancellation will NOT go into effect until you receive written confirmation from UpLaunch. UpLaunch reserves the right to retain any customer data until You pay any past-due amounts following cancellation.
We offer refunds strictly on a case-by-case basis, and according to our sole discretion. If you are unsatisfied with our services, please contact us via the Live Chat module inside the Site or email us at email@example.com.
You may not access or use the Site for any purpose other than that for which we make the Site available.The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
As a user of the Site, you agree not to:
- systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
- make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
- use a buying agent or purchasing agent to make purchases on the Site.
- use the Site to advertise or offer to sell goods and services.
- circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or theContent contained therein.
- engage in unauthorized framing of or linking to the Site.
- trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords;
- make improper use of our support services or submit false reports of abuse or misconduct.
- engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
- interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
- attempt to impersonate another user or person or use the username of another user.
- sell or otherwise transfer your profile.
- use any information obtained from the Site in order to harass, abuse, or harm another person.
- Use the Site or services to contact any person who has not given or who has revoked appropriate consents as required by applicable law.
- use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.
- decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
- attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
- harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
- delete the copyright or other proprietary rights notice from any Content.
- upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses,or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
- upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
- except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
- disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
- use the Site in a manner inconsistent with any applicable laws or regulations.
USER GENERATED CONTRIBUTIONS
The Site may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personally identifiable information or other material (collectively, “Contributions” or“Feedback”).
Contributions will be viewable by other users of the Site and through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contribution, you represent and warrant that:
- the creation, distribution, transmission, public display or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
- your Contributions are not false, inaccurate, or misleading.
- your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
- your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
- your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
- your Contributions do not advocate the violent overthrow of any government or incite, encourage, or threaten physical harm against another.
- your Contributions do not violate any applicable law, regulation, or rule.
- your Contributions do not violate the privacy or publicity rights of any third party.
- your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.
- your Contributions do not violate any federal or state law concerning child pornography, or otherwise intended to protect the health or well-being of minors;
- your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
By posting yourContributions to any part of the Site or making Contributions accessible to theSite by linking your account from the Site to any of your social networking accounts, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sub-licenses of the foregoing. The use and distribution may occur in any media formats and through any media channels.
This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in yourContributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.
We do not assert any ownership over your Contributions. You retain full ownership of all of yourContributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Site.
You are solely responsible for your Contributions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.
We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change anyContributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the Site; and (3) to pre-screen or delete anyContributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.
GUIDELINES FOR REVIEWS
We may provide you areas on the Site to leave reviews or ratings. When posting a review, you must comply with the following criteria:
(1) you should have firsthand experience with the person/entity being reviewed;
(2) your reviews should not contain offensive profanity, or abusive, racist, offensive, or hate language;
(3) your reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability;
(4) your reviews should not contain references to illegal activity;
(5) you should not be affiliated with competitors if posting negative reviews;
(6) you should not make any conclusions as to the legality of conduct;
(7) you may not post any false or misleading statements; and (8) you may not organize a campaign encouraging others to post reviews, whether positive or negative.
We may accept, reject, or remove reviews in our sole discretion. We have absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Reviews are not endorsed by us, and do not necessarily represent our opinions or the views of any of our affiliates or partners.
We do not assume liability for any review or for any claims, liabilities, or losses resulting from any review. By posting a review, you hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully-paid, assignable, and sub-licensable right and license to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content relating to reviews.
MOBILE APPLICATION LICENSE
If you access the Site via a mobile application, then we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the mobile application on wireless electronic devices owned or controlled by you, and to access and use the mobile application on such devices strictly in accordance with the terms and conditions of this mobile application license contained in these Terms ofUse.
You shall not:
(1) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the application;
(2) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the application;
(3) violate any applicable laws, rules, or regulations in connection with your access or use of the application;
(4) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark)posted by us or the licensors of the application;
(5) use the application for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended;
(6) make the application available over a network or other environment permitting access or use by multiple devices or users at the same time;
(7) use the application for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the application;
(8) use the application to send automated queries to any website or to send any unsolicited commercial e-mail;
(9) use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the application.
Apple and AndroidDevices
The following terms apply when you use a mobile application obtained from either the Apple Store orGoogle Play (each an “App Distributor”) to access the Site:
(1) the license granted to you for our mobile application is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service;
(3) in the event of any failure of the mobile application to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the mobile application, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the mobile application;
(4) you represent and warrant that (i) you are not located in a country that is subject to a U.S.government embargo, or that has been designated by the U.S. government as a“terrorist supporting” country and (ii) you are not listed on any U.S.government list of prohibited or restricted parties;
(5) you must comply with applicable third-party terms of agreement when using the mobile application, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the mobile application;
As part of the functionality of the Site, you may link your account with online accounts you have with third-party service providers (each such account, a “Third-PartyAccount”) by either: (1) providing your Third-Party Account login information through the Site; or (2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account.
You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicableThird-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account. By granting us access to any Third-Party Accounts, you understand that (1) we may access, make available, and store (if applicable)any content that you have provided to and stored in your Third-Party Account (the“Social Network Content”) so that it is available on and through the Site via your account, including without limitation any friend lists and (2) we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-PartyAccount.
Depending on theThird-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Site. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through the Site.
You will have the ability to disable the connection between your account on the Site and your Third-PartyAccounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS.
We make no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and we are not responsible for any SocialNetwork Content. You acknowledge and agree that we may access your email address book associated with a Third-Party Account and your contacts list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those contacts who have also registered to use the Site.
You can deactivate the connection between the Site and your Third-Party Account by contacting us using the contact information below or through your account settings (if applicable).We will attempt to delete any information stored on our servers that was obtained through such Third-Party Account, except the username and profile picture that become associated with your account.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site (“Submissions”) provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.
You hereby waive all moral rights to any such Submissions, and you hereby warrant that any suchSubmissions are original with you or that you have the right to submit suchSubmissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in yourSubmissions.
THIRD-PARTY WEBSITES AND CONTENT
The Site may contain (or you may be sent via the Site) links to other websites (“Third-Party Websites”)as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content”).
Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Site or any Third-PartyContent posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-PartyContent.
You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any applications you use or install from the Site. Any purchases you make throughThird-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party.
You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.
TERMS SPECIFIC TO SMS MESSAGING
UpLaunch automates text message communications, but You are responsible for ensuring that the recipients of those communications have provided prior express written consent to receive them. The prior express written consent must identify that You may be sending text messages related to the Services using automated technology and that the recipient affirmatively agrees to receive such messages. The prior express consent must include the recipient written or electronic acceptance.Specifically, by entering a cell phone number in connection with the Services and not opting such cell phone out of the UpLaunch text message feature, You are directing UpLaunch to automatically send text message reminders and other communications to such cell phone and certifying that the user of such cellphone consents to the receipt of those messages. You are responsible for all liability for any failure to receive consent or failure to opt users out of the text message feature. Additionally, You may not attempt to spoof sender domains, send spam or other offending text message practices. UpLaunch makes no expressed or implied warranty of individual message receipt. UpLaunch shall not be liable for any issues that arise associated with the content that You provide or unforeseen liabilities of it being delivered. You shall be solely liable to comply with applicable laws and regulations within Your jurisdiction in connection with telecommunication (e.g., email and text) messages that you sendto the Your Users.
You further acknowledge and agree that we may access or disclose Customer Data, including the content of communications stored on our systems, if: (i) we believe that disclosure is reasonably necessary to comply with any applicable law, regulation, legal process or government request, (ii) to enforce our agreements and policies,(iii) to protect the security or integrity of our services and products, (iv) to protect ourselves, our other customers, or the public from harm or illegal activities, or (v) to respond to an emergency. You agree that:
a. You will not attempt to use our Services to access or allow access to Emergency Services, unless you do so consistent with, and have agreed to, the Twilio Inc. 911– Terms and Conditions.
b. You will ensure that our Services are used in accordance with all applicable Law and third party rights, as well as these Terms and the Twilio AUP, as amended from time to time.
c. You will ensure that we are entitled to use your Customer Data, including content of communications stored on our systems, as needed to provide our Services and will not use our Services in any manner that violates any applicable law.
d. We reserve the right to reclaim any phone number from your account and return that number to the relevant numbering plan if you do not send sufficient traffic over that phone number such that the phone number is un-utilized or underutilized, as defined by any local, federal, and/or national regulatory agency and/or governmental organization with oversight over the relevant phone number and numbering plan. If we seek to reclaim a phone number from your account, excluding suspended and trial accounts, we will send you an email at least two(2) weeks' in advance telling you that we are reclaiming the phone number, unless we’re otherwise prevented from doing so by the applicable regulatory agency or governmental organization. We also reserve the right to reclaim phone numbers from accounts suspended for failure to pay and/or suspended for suspected fraud, and to reclaim phone numbers in free trial accounts that are un-utilized for more than thirty (30) days.
e. You acknowledge that Twilio is the “customer of record” for all phone numbers provided as part of our services. As the customer of record,Twilio has certain rights with respect to porting phone numbers.You understand and agree that you may use the phone numbers provided as part of our services subject to the terms of our agreement with Twilio. Unless otherwise required by law, Twilio reserve the right to refuse to allow you to port away any phone number in Twilio’s sole discretion. Regardless, we may allow you to port away phone numbers, so long as you (1) have an upgraded account in good standing, and (2) have either ported in or purchased the phone number more than 90 days prior to the port-away date.
TERMS SPECIFIC TO AGENCY AND WEBSITES
The provision of the Services shall be in accordance with the packaging and pricing listed on our website as may be amended from time to time. You agree that pre-approved work undertaken by UpLaunch shall be subject to independent invoicing. We will use commercially reasonable efforts to perform the work necessary for you to begin using one or more of the Services on a date mutually agreed. You agree to fully cooperate with us and to provide us with all information and access to your operations during normal business hours or at such other times and days as maybe mutually agreed to by the Parties, in order to configure and launch the services and any updates. You shall not be refunded or granted an exchange of website theme(“Theme”), once the Theme is configured. You are responsible for the security regarding your respective passwords, access and usage of the services.
You hereby grant to UpLaunch a non-exclusive, non- terminable, royalty-free license to access, use, copy, modify, create derivative works and distribute all materials, information, data and other content provided to or otherwise made available to UpLaunch by or on behalf of Customer in connection with the website and digital marketing agency services (as set forth by the agreed to pricing and packaging posted on UpLaunch’s website) (the “Services”), including any materials, information, data and other content that is incorporated in or derived from the processing of such information, data or content in connection with the Services (the “Customer Materials”), along with the right to transferor sublicense such rights to contractors and subcontractors of UpLaunch, in connection with the following activities to which You consent: (i) to perform the Services under this Agreement, (ii) to diagnose, monitor and optimize the performance of the Services, (iii) to compile and aggregate statistical data provided that (a) UpLaunch agrees to maintain as confidential and not disclose to any third-party any Customer Materials identifying an individual consumer(except as otherwise permitted as necessary to provide the Services), and (b) UpLaunch will use the Customer Materials solely to create analyses in aggregated or derivative form in a manner that does not permit identification of You, Your employees, or individual consumers, and (iv) for any other access or use to which You expressly consent. Information or data obtained through UpLaunch’s own systems independent of the Services shall not be included in the definition of Customer Materials. Customer represents and warrants that You have all rights and authority to the Customer Materials to grant the rights and approvals in this Agreement.
You acknowledge and agree that UpLaunch may access, use, preserve and disclose Your account(s) information, including, but not limited to, any information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other information or materials (collectively “Content”) posted or made available through the Service (together with any other information or data you provide to UpLaunch, collectively referred to as the “User Content”) if required to do so by law or if in UpLaunch’s reasonable determination, UpLaunch believes that such access, use, preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c)respond to claims that any User Content violates the rights of third parties;(d) respond to your requests for customer service; (e) protect the rights, property or personal safety of UpLaunch, its members and the public; or (f) otherwise provide you with access to and use of the Service.
By submitting User Content of any kind, You agree that you have the right to submit such User Content and that such User Content does not infringe or violate any privacy, property, or other rights of any party. You further agree that You will be solely responsible for all User Content that You submit to or post within the Service, including the consequences of posting or publishing such User Content.It is strictly prohibited to upload User Content of any kind that contains expressions of hate, abuse, offensive images or conduct, obscenity, pornography, or any material that could give rise to any civil or criminal liability under applicable law or regulations or that otherwise may be in conflict with this Agreement. Due to the global nature of the Internet, You agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, You agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which You reside.
Any unauthorized modification of UpLaunch’s Themes shall be a material breach of this Agreement. Except as specified in this Agreement, You are prohibited from:(i) Distributing, transferring possession, integrating into other programs or software, copying, lending, renting, leasing, transmitting or otherwise making copies of or use of the Theme or the database to any third party; (ii)Modifying, adapting, or creating derivative works of the Theme or the database;(iii) Disabling any password or other protective device incorporated into the Theme;(iv) Attempting in any way to obliterate or destroy the copyright notices, trademarks, service marks of UpLaunch in or on the Theme, or any watermarks; or(v) Using the Theme or database in any way past the expiration of the Term.
If You are receiving search engine marketing (“SEM”) services will have access to a UpLaunch SEM/PPC specialist that will setup local directory listings within a third-party SEM and manage those listings. The specialist will also setup and manage paid advertising through Google Adwords Express for client campaigns, provided that any Google Adwords fees shall be paid directly by You through Your merchant account. You agree to spend a minimum of $25.00 per month on paid advertising (such as pay per click) through Google, provided that for maximum effectiveness, UpLaunch may recommend additional paid advertising through Google based on Customer location, keyword competition, and other relevant factors. UpLaunch is not responsible for the Your overwriting SEM work to the Your site (e.g., uploading over work already provided/optimized). You will be charged an additional fee for re-constructing content, at then-standard hourly rates. You acknowledge that UpLaunch has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future, and that the Your website may be excluded from any directory or search engine at any time at the sole discretion of the search engine or directory.
Upon buy out of website at then standard rates, UpLaunch will deliver applicable website files in a single zipped format determined by UpLaunch. This will include the database, WordPress theme, WordPress core files, and plugins that are not exclusively owned by UpLaunch, and which are the subject of third-party licenses, which may have ongoing license terms applicable to Customer’s use of the delivered materials. You are is responsible for installation and transfer of website to new host. Theme and Plugin licenses that were purchased by UpLaunch are not included and will not be provided to the client. Following buy out of a website and delivery of the applicable website files, UpLaunch shall have no further obligations (including, without limitation, hosting, service or support obligations) under this Agreement with respect to such website.
Upon buy out of a website, and subject to UpLaunch's receipt of full payment for such buy out, UpLaunch grants you a perpetual, fully-paid up license to use, modify, create derivative works of, distribute, and publicly display the applicable website solely for your internal business purposes of marketing and providing information via the website regarding Your business, subject to the terms and restrictions of any third- party licenses applicable to third-party material which may be included in the website delivered.
Administrative rights to the website shall be granted to the person designated by the You (e.g., the business entity entering into this Agreement).Such rights can be delegated to or revoked from another administrator at the request of the business owner or at the time of set-up of the website. In the case of any conflict related to administrative rights, the business owner shall have all authority to add or remove administrative rights to any user. In the case where the business is owned in equal parts by two or more owners, authority shall be assigned to the managing director or other assigned decision maker according to the then current corporate papers. If the decision-making authority is not clear in UpLaunch's discretion, changes will only be made with UpLaunch's written authorization from a majority of participating business owners or other method in writing as established in the corporate papers. UpLaunch may, at UpLaunch’s sole discretion, request documentation establishing to UpLaunch's satisfaction the website owner prior to transferring administrative rights. You agree that UpLaunch shall have no liability to You, and you hereby release UpLaunch from, any liability related to the transfer of administrative rights in accordance with this section.
We may allow advertisers to display their advertisements and other information in certain areas of theSite, such as sidebar advertisements or banner advertisements. If you are an advertiser, you shall take full responsibility for any advertisements you place on the Site and any services provided on the Site or products sold through those advertisements.
Further, as an advertiser, you warrant and represent that you possess all rights and authority to place advertisements on the Site, including, but not limited to, intellectual property rights, publicity rights, and contractual rights. As an advertiser, you agree that such advertisements are subject to our Digital Millennium Copyright Act, and you understand and agree there will be no refund or other compensation for takedown-related issues. We simply provide the space to place such advertisements, and we have no other relationship with advertisers.
U.S. GOVERNMENT RIGHTS
We reserve the right, but not the obligation, to:
- in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) and of your Contributions or any portion thereof;
- in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems;
- otherwise manage the Site in a manager designed to protect our rights and property and to facilitate the proper functioning of the Site
If you access the Site from the European Union, Asia, or any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Site, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the UnitedStates.
Further, we do not knowingly accept, request, or solicit information from children or knowingly market to children. Therefore, in accordance with the U.S. Children’s Online Privacy Protection Act, if we receive actual knowledge that anyone under the age of 13 has provided personal information to us without the requisite and verifiable parental consent, we will delete that information from the Site as quickly as is reasonably practical.
We respect the intellectual property rights of others. If you believe that any material available on or through the Site infringes upon any copyright you own or control, please immediately notify us using the contact information provided below (a“Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification.
Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Site infringes your copyright, you should consider first contacting an attorney.
TERM AND TERMINATION
WE MAY TERMINATE YOUR USEOR PARTICIPATION IN THE SITE OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating anew account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party.
In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site.
We cannot guarantee theSite will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you.
Option 1: Any legal action of whatever nature brought by either you or us (collectively, the“Parties” and individually, a “Party”) shall be commenced or prosecuted in the state and federal courts located in Jefferson County, Alabama, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in such state and federal courts.
Option 2: Informal Negotiations
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except thoseDisputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.
The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the AmericanArbitration Association (“AAA”) and, where appropriate, the AAA’s SupplementaryProcedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org.
Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA ConsumerRules and, where appropriate, limited by the AAA Consumer Rules.
The arbitration may be conducted in person, through the submission of documents, by phone, or online.The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Jefferson County, Alabama.
Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Jefferson County, Alabama, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts.
Application of the UnitedNations Convention on Contracts for the International Sale of Goods and the UniformComputer Information Transaction Act (UCITA) are excluded from these Terms ofUse.
In no event shall anyDispute brought by either Party related in any way to the Site be commenced more than 1 year after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate anyDispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
Option 3: Binding Arbitration
To expedite resolution and control the cost of any dispute, controversy or claim related to these Terms ofUse (each a “Dispute” and collectively, “Disputes”), any Dispute brought by either you or us (individually, a “Party” and collectively, the “Parties”)shall be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.
The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the AmericanArbitration Association (“AAA”) and, where appropriate, the AAA’s SupplementaryProcedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org.
Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA ConsumerRules and, where appropriate, limited by the AAA Consumer Rules.
The arbitration may be conducted in person, through the submission of documents, by phone, or online.The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party.
The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Jefferson County, Alabama. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
In no event shall any Dispute brought by either Party related in any way to the Site or Services be commenced more than 1 year after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
Option 2/Option 3: Restrictions
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually.To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
Option 2/Option 3: Exceptions to Informal Negotiations and Arbitration
The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief.
If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate anyDispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information.We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.
THE SITE IS PROVIDED ON ANAS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WEMAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE,OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE,(3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS,VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USEOF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE.WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE 6 MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. 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 OR LIMITATIONS MAY NOT APPLY TO YOU, ANDYOU MAY HAVE ADDITIONAL RIGHTS.
Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims.We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have under taken using the Site.
Except as otherwise set forth in this Agreement, you agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Site, sending us emails, and completing online forms constitute electronic communications.You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing.
YOU HEREBY AGREE TO THE USEOF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE.
You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
CALIFORNIA USERS AND RESIDENTS
If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of ConsumerAffairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at:
600 University Park Place,Suite 500, Birmingham, Alabama 35209
(833) – 487 – 5624