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Terms of service

Last Updated on January 3rd, 2020

These Terms of Service (“Terms”) govern your use of the services provided by Uplandme, Inc. (“we”, “us”, “our”, or “Company”), including without limitation our website, mobile or web applications, or other digital products that link to or reference these Terms (collectively, the “Services”). These Terms are a binding legal agreement between you or the entity you represent (“you”) and Company. In these Terms, “you” and “your” refer to you, a user of the Services. A “user” is you or anyone who accesses, browses, or in any way uses the Services.

Please be aware that these Terms include, among other things, a binding arbitration provision that requires you to submit to binding and final arbitration on an individual basis to resolve disputes, rather than jury trials or class actions. Please see Section 12, below.

These Terms refer to our privacy policy (“Privacy Policy”), hereby incorporated by reference, which also applies to your use of the Services and which sets out the terms on which we process any personal data we collect from you, or that you provide to us.

Please read these Terms carefully, as they may have changed. Though your access and use of the Services is governed by the Terms effective at the time, please note that we may revise and update these Terms from time to time at our discretion. If we make material changes to these Terms, we will notify you by email or by posting a notice on our website prior to the effective date of the changes. These Terms are to ensure that you will use the Services only in the ways in which we intend for it to be used.

By accessing or using the Services:

  1. You acknowledge that you have read, understood, and accept these Terms and any additional documents or policies referred to in or incorporated into these Terms, whether you are participating as a guest or as a registered user;
  2. If these Terms have materially changed since you last accessed or used the Services, you acknowledge and agree that your continued access or use of the Services constitutes your acceptance of the changed Terms;
  3. You represent and warrant that you are at least eighteen (18) years of age and have the right, authority, and capacity to enter into these Terms, either on behalf of yourself or the entity that you represent; and
  4. You consent to receive communications from us electronically, and you agree that such electronic communications, notices, and postings satisfy any legal requirements that such communications be in writing.

Accessing the Services

We grant you permission to access and use the Services subject to the restrictions set out in these Terms and our Game Rules (available at https://upland.me/guidelines, which are hereby incorporated by reference. It is a condition of your use of the Services that the information you provide is correct, current, and complete. Your use of the Services is at your own risk, including the risk that you may be exposed to content that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate. You are responsible for making all arrangements necessary for you to have access to the Services. We may close your account, suspend your ability to use certain portions of the Services, and/or ban you altogether from the Services for any or no reason, and without notice or liability of any kind.

Account Registration and Account Security

Some or all of the Services and certain features or functionalities, may require you to register an account with us. When you do, we may ask you to provide certain registration details or other information about yourself. All such information is subject to our Privacy Policy. You hereby authorize Company to create an EOS account on your behalf that is integrated with your user account.

Once you have an account, you are responsible for all activities that occur in connection with your account. You will treat as confidential your account access credentials and will not disclose it to any third-party. You agree to immediately notify us if you have any reason to believe that your account credentials have been compromised or if there is any unauthorized use of your account or password, or any other breach of security. We ask that you use particular caution when accessing your profile from a public or shared computer, or when using your account in a public space, such as a park or cafe or public library, so that others are not able to view or record your access credentials or other personal information.

You may not impersonate someone else to create an account, create or use an account for anyone other than yourself, permit anyone else to use your account, or provide personal information for purposes of account registration other than your own. You are prohibited playing with multiple accounts for the same Service. In order to ensure we can protect and properly administer the Services and our community of users, we have the right to disable or close any user account at any time and for any reason or for no reason.

Prohibited Uses

You may use the Services only for lawful purposes and in accordance with these Terms. We are under no obligation to enforce the Terms on your behalf against another user. We encourage you to let us know if you believe another user has violated the Terms or otherwise engaged in prohibited or illegal conduct.

You agree not to, and will not assist, encourage, or enable others to use the Services:

The restrictions above only apply to the extent permissible under applicable law. Nevertheless, you agree not to act contrary to them (even if permissible under applicable law) without providing thirty (30) days’ prior written notice to us info@upland.me, together with any information that we may reasonably require to give us an opportunity to provide alternative remedies or otherwise accommodate you at our sole discretion. If you engage in any of the prohibited activities set forth above, we may, at our sole and absolute discretion, without notice to you, and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your user account and/or delete, revoke, or modify, in our discretion, your access to the Services.

IP Ownership

We own the Services and all of our trademarks, logos, branding, and any other Content that we create in connection with the Services (“Company Content”), including proprietary rights of every kind and nature however denominated throughout the world, registered or unregistered, associated with such Company Content and the Services (collectively, “Company IP”). Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Company IP are retained by us.

We are not responsible or liable to any third-party for the content or accuracy of any materials posted by you or any other user of the Services. You understand that when using the Services, you will be exposed to text, images, photos, audio, video, location data, and all other forms of data or communication (“Content”) from a variety of sources, and that Company is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content. We do not endorse any Content made available through the Services by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and we expressly disclaim any and all liability in connection with such Content.

Responsibility for Your Content

You understand and acknowledge that you alone are responsible for the Content that you submit or transmit to, through, or in connection with the Services that you publicly display or displayed in your account profile (collectively, “Your Content”), and you, not Company, assume all risks associated with Your Content, including anyone’s reliance on its quality, accuracy, reliability, appropriateness, or any disclosure by you of information in Your Content that makes you or anyone else personally identifiable. You represent that you own or have the necessary rights, consents, and permissions to use and authorize the use of Your Content as described herein. You may not imply that Your Content is in any way sponsored or endorsed by Company. You represent and warrant that Your Content does not violate these Terms.

Copyright Infringement and Digital Millennium Copyright Act.

We respect the intellectual property rights of others, and we ask our users to do the same. In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, in appropriate circumstances and in our sole discretion, we may terminate the rights of any user to use the Services (or any part thereof) who infringes the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, or if you are aware of someone infringing on your rights, please provide the following information to the “Copyright Agent”:

All notices of copyright infringement claims should go to our Copyright Agent at info@upland.me.

Our Right to Use Your Content

You hereby irrevocably grant us world-wide, perpetual, non-exclusive, royalty-free, assignable, sublicensable, transferable rights to use Your Content for any purpose. Pursuant to this grant, you agree that we may use Your Content in a number of different ways, including by publicly displaying it, reformatting it, incorporating it into advertisements and other works, creating derivative works from it, promoting it, and distributing it.  Please note that you also irrevocably grant the users of the Services the right to access Your Content in connection with their use of the Services. Finally, you irrevocably waive, and cause to be waived, against Company and its users any claims and assertions of moral right or attribution with respect to Your Content. By “use” we mean use, make, have made, sell, offer for sale, import, practice, copy, publicly perform and display, reproduce, perform, distribute, modify, translate, remove, analyze, commercialize, and prepare derivative works of Your Content. We are not and shall not be under any obligation, except as otherwise expressly set forth in these Terms or our other policies, (1) to maintain Your Content in confidence; (2) to pay you any compensation for Your Content; (3) to credit or acknowledge you for Your Content; (4) to respond to Your Content; or (5) to exercise any of the rights granted herein with respect to Your Content.

Purchases

  1. UPX. You may use real-world fiat currency to purchase UPX in-game currency (“Cash Purchases”), which will then be used to complete purchases of virtual properties and other digital products within the Services (“Virtual Purchases”). You represent and warrant that all information you provide in connection with a Cash Purchase is true and accurate. Company is not responsible for fulfilling any Cash Purchases for which you provided information that is deceptive or incomplete, as determined by Company.
  2. Virtual Purchases. If you choose to make Virtual Purchases in the Services, such Virtual Purchases will be conducted and managed via blockchain technology. Your Upland EOS account will be made publicly visible when you engage in transaction using UPX. We will have no insight into or control over Virtual Purchases between users, nor are we able to reverse any transactions between users. Accordingly, we will have no liability to you or to any third party for any claims or damages that may arise as a result of Virtual Purchases.
  3. UPX Fees. You authorize an UPX contribution to be collected that is based on the total value of each Virtual Purchase and which is allocated to Upland’s Community Pool. The standard commission shall be 10% of the value of the applicable Virtual Purchase which shall be paid for by seller and purchaser, who will each pay 5%. The standard commission may be subject to adjustments over time.

Links to other Sites

If there are other websites and resources linked to on the Services, these links are provided only for the convenience of our users. We have no control over the contents of those websites or resources, and therefore cannot accept responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Services, you do so entirely at your own risk and subject to the Terms and conditions of use for such websites.

No Guarantee of Service

Although we hope to make the Services available at all times in the future, there may be times when we need to disable the Site either temporarily or permanently. The Services may be modified, updated, interrupted, suspended, or discontinued at any time without notice or liability. Keep this in mind as Company will not be liable if all or any part of the Services is unavailable at any time, for any period of time. Also, from time to time, we may restrict access to some parts of the Services, or the entire Services, to users, including registered users. We cannot and do not make any representations or warranties with respect to the devices you use to access or use the Services, including with respect to device compatibility.

Acknowledgement

Your hereby acknowledge and agree to the following:

  1. The Services contains location-based features, which means that you will be able to access the Services with your mobile phone in real world locations. Your use of the Services is at your own risk, and it is your responsibility to maintain such health, liability, hazard, personal injury, medical, life, and other insurance policies as necessary for any injuries that you may incur while using the Services.
  2. In the event that you have a dispute with one or more other users of Services, you hereby release Company (and our officers, directors, agents, subsidiaries, joint ventures, and employees) from all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
  3. WHEN ACQUIRING OWNERSHIP OF A VIRTUAL PROPERTY THROUGH THE SERVICES, AT NO POINT WILL YOU ACQUIRE ANY RIGHTS RELATED TO SUCH PROPERTY IN THE REAL WORLD. THE SERVICES IS A VIRTUAL LAYER THAT CORRESPONDS TO REAL WORLD COORDINATES, BUT DOES NOT CONFER ANY RIGHT, TITLE OR ANY OTHER PROPERTY CLAIM REPRESENTATION IN THE REAL WORLD.
  4. Any balance of UPX does not reflect any stored value and you agree that UPX has no real world monetary value and do not constitute real world currency or property of any type. UPX may be used only towards Virtual Purchases and cannot be sold, transferred, or exchanged for “real” money, “real” goods, or “real” services from us or anyone else.
  5. WE OFFER THE VIRTUAL PROPERTIES IN THE SERVICES TO THE USERS OF THE SERVICES TO PURCHASE ON A FIRST COME-FIRST SERVED BASIS. ONCE A VIRTUAL PROPERTY HAS BEEN PURCHASED BY A USER IN THE SERVICES, COMPANY NO LONGER HAS ANY VIRTUAL OWNERSHIP OR CONTROL OVER THIS VIRTUAL PROPERTY.
  6. The Services is governed by a monetary policy for the purpose of creating a stable economy. You shall not manipulate the economy of the Services in such a way that it could collapse or fluctuate in an undesired manner. If you do so, Company has the right to exclude you from using all or part of the Services.
  7. Except for income taxes of Company, you will be solely responsible to pay any tax duties, levies or assessments whenever claimed or imposed by any governmental authority (collectively “Taxes”) associated with your access of the Services (including, without limitation, any Taxes that may become payable as the result of your “ownership”, transfer, or development of any virtual property in the Services).

Disclaimer of Warranties

COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU FURTHER WAIVE AND HOLD HARMLESS COMPANY FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY COMPANY DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER COMPANY OR LAW ENFORCEMENT AUTHORITIES.

IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE, THEN THE FOLLOWING APPLIES. FOR EXAMPLE, (1) CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY" AND (2) NEW JERSEY RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF THE TRUTH IN CONSUMER CONTRACT, WARRANTY, AND NOTICE ACT (X) SECTIONS 15, WHICH STATES, AMONG OTHER THINGS, THAT “NO SELLERS…SHALL IN THE COURSE OF HIS BUSINESS OFFER TO ANY CONSUMER OR PROSPECTIVE CONSUMER OR ENTER INTO ANY WRITTEN CONSUMER CONTRACT OR GIVE OR DISPLAY ANY WRITTEN CONSUMER WARRANTY, NOTICE OR SIGN…WHICH INCLUDES ANY PROVISION THAT VIOLATES ANY CLEARLY ESTABLISHED LEGAL RIGHT OF A CONSUMER OR RESPONSIBILITY OF A SELLER…” AND (X) SECTION 16, WHICH STATES, AMONG OTHER THINGS, THAT “…NO CONSUMER CONTRACT, NOTICE OR SIGN SHALL STATE THAT ANY OF ITS PROVISIONS IS OR MAY BE VOID, UNENFORCEABLE OR INAPPLICABLE IN SOME JURISDICTIONS WITHOUT SPECIFYING WHICH PROVISIONS ARE OR ARE NOT VOID, UNENFORCEABLE OR INAPPLICABLE WITHIN THE STATE OF NEW JERSEY…”. YOU HEREBY WAIVE, AS APPLICABLE, THESE SECTIONS OF THE CALIFORNIA CIVIL CODE AND NEW JERSEY TRUTH IN CONSUMER CONTRACT, WARRANTY, AND NOTICE ACT. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED PROVISIONS.

Limit of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE OR SERVICES, ON ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT INCLUDING NEGLIGENCE, OR HOWSOEVER OTHERWISE) ARISING OUT OF, IN CONNECTION WITH, OR RESULTING FROM THE SERVICES.

Indemnification

You shall indemnify and hold harmless the Company, its affiliates and licensors and their respective officers, directors, employees, contractors, agents, licensors and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) resulting from your violation of these Terms or your use of the Services.

Governing Law

This Agreement shall be governed by the laws of the State of California, without respect to its conflict of laws principles. You agree to submit to the personal jurisdiction of the federal and state courts located in Santa Clara County, California.

Arbitration and Class Action Waiver

  1. Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM COMPANY. For any dispute with Company, you agree to first contact us at info@upland.me and attempt to resolve the dispute with us informally. In the unlikely event that Company has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in Santa Clara County, California, unless you and the Company agree otherwise. If you are using the Services for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Services for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Company from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property rights or other proprietary rights.
  2. Class Action/Jury Trial Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND

General Terms

These Terms constitute the sole and entire agreement between you and Company with respect to the Services and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Services. No waiver of these Terms by Company shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and any failure of Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be modified to reflect the parties’ intention or eliminated to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect. The Terms, and any rights or obligations hereunder, are not assignable, transferable, or sublicensable by you except with Company’s prior written consent, but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate these Terms and be void. The section titles in the Terms are for convenience only and have no legal or contractual effect.

Contact

All feedback, comments, requests for technical support, and other communications relating to the Services should be directed to: info@upland.me or per mail to Uplandmen, Inc., 756 California St., Mountain View, CA 94041, USA. By sending us any ideas, suggestions, documents or proposals (“Feedback”), you agree that (i) your Feedback does not contain confidential or proprietary information of third-parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development that is owned by us, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against Company and its users any claims and assertions of any moral rights contained in such Feedback.