Terms of Service
Last Modified: November 21, 2021
UpContent, Inc. (“UpContent”, or “we”) provides our users the ability to take immediate action on content you care about--not just monitoring brand mentions, but driving new, more meaningful conversations. The services offered by UpContent include our software (including any updates, new versions or new releases thereof), including, but not limited to, our website located at upcontent.com (“Site”) and any other services offered by UpContent in connection with the Site (any and all of the foregoing are referred to as the “Services”). The Services do not include any third-party service you may interact with via the Services.
Eligibility and Access
The Site, Services and UpContent Content are intended solely for persons who are 13 or older. Any access to or use of the Site, Services and UpContent Content by anyone under 13 is expressly prohibited. By accessing or using the Site, Services and UpContent Content you represent and warrant that you are 13 or older.
You agree to provide accurate, current and complete information to UpContent in connection with your use of the Site and Services. You will immediately notify UpContent of any unauthorized use and you will not use UpContent to access or use third party services to which you do not have the right to access. UpContent reserves the right to suspend or terminate your access to the Site and Services if any information provided to UpContent in connection with your use of the Site and Services proves to be inaccurate, not current or incomplete.
Third Party Materials and Agreements
You may be able to access or use third-party services, resources, content or information (“Third Party Materials”) via UpContent. By using UpContent to find material on the Internet, you instruct UpContent to present portions of the data sources that you have selected. You acknowledge sole responsibility for and assume all risk arising from your access to or use of any such Third Party Materials and UpContent disclaims any liability that you may incur arising from your access to or use of such Third Party Materials or User Content (defined below) via UpContent. You acknowledge and agree that UpContent: (a) is not responsible for the availability or accuracy of such Third Party Materials or the products or services on or available from such Third Party Materials; (b) has no liability to you or any third party for any harm, injuries or losses suffered as a result of your access to or use of such Third Party Materials; and (c) does not make any promises to remove Third Party Materials from being accessed through the Services. Your ability to access or link to Third Party Materials does not imply any endorsement by UpContent of Third Party Materials or any such third party services.
Certain types of content are made available through the Site and Services. “UpContent Content” means UpContent proprietary content, including but not limited to, UpContent trademarks and logos, made available through the Site and Services, excluding Third Party Materials.
You retain your rights to any Customer Content you submit, post or display on or through the Services. By making available any User Content through the Site and Services, you hereby grant to UpContent a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such User Content only on, through or by means of the Site and the Services solely for the purposes of providing and supporting the Services. We may also use aggregated information derived in part from your use of the Services for the purposes of enhancing and developing our products and services but will not sell, rent, or otherwise monetize any of that aggregated information.
Copyrighted materials: No Infringing Use
You will not use the Site or Services to offer, display, distribute, transmit, route, provide connections to or store any material that infringes copyrighted works or otherwise violates or promotes the violation of the intellectual property rights of any third party.
UpContent respects the intellectual property rights of others and expects its users to do the same. In accordance with the Digital Millennium Copyright Act of 1998 (“DMCA”), UpContent responds expeditiously to claims of copyright infringement.
If you are a copyright owner, or are authorized to act on behalf of one or authorized to act under any exclusive right under copyright and you wish to send UpContent a notice of alleged copyright infringement, complete the following DMCA Notice of Alleged Infringement and deliver it to UpContent at email@example.com:
- Identify the copyrighted work that you claim has been infringed, or - if multiple copyrighted works are covered by this Notice - you may provide a representative list of the copyrighted works that you claim have been infringed.
- Identify the material you claim is infringing (or to be the subject of infringing activity) that is to be removed or access to which is to be disabled, including at a minimum, if applicable, the URL of the link shown on the website where such material may be found.
- Provide your mailing address, telephone number, and, if available, email address.
- Include both of the following statements in the body of the Notice:
- “I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).”
- “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
- Provide your full legal name and your electronic or physical signature.
Copyrighted Materials: Imagery
Your UpContent subscription may provide for the opportunity to modify the image associated with a curated article when presenting the content on your digital properties or social media network profiles.
When modifying the image provided by a publisher of a curated article, you agree that:
- Content is for digital use only and may not be used for printing.
- You may not use the content as a trademark for a business.
- You may not portray a person in a way that may be offensive, including: in connection with adult-oriented services or ads for dating services; in connection with the promotion of tobacco products, in connection with political endorsements; with pornographic; defamatory, unlawful, offensive or immoral content; and as suffering from, or being trated for, a physical or mental ailment.
- You may only use the content in campaigns and content created on UpContent, and not with other website or content services.
- Images are to be used only in conjunction with the article in which it is licensed. Any other use could result in a breach of the license or copyright and be subject to penalty.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site and Services (“Feedback”). You may submit Feedback by emailing us at firstname.lastname@example.org. You acknowledge and agree that all Feedback will be the sole and exclusive property of UpContent and you hereby irrevocably assign to UpContent and agree to irrevocably assign to UpContent all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights therein. At UpContent’s request and expense, you will execute documents and take such further acts as UpContent may reasonably request to assist UpContent to acquire, protect, and maintain its intellectual property rights and other legal protections for the Feedback.
You agree not to do any of the following while using the Site, Services or UpContent Content:
- Access, post, submit or transmit any text, graphics, images, software, music, audio, video, information or other material that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, vulgar or offensive; (v) constitutes child pornography or child erotica; (vi) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vii) is violent or threatening or promotes violence or actions that are threatening to any other person; or (viii) promotes illegal or harmful activities or substances (including, but not limited to activities that promote or provide instructional information regarding the manufacture or purchase of illegal weapons or illegal substances).
- Use, display, mirror, frame or utilize framing techniques to enclose the Site or Services, or any individual element or materials within the Site or Services, UpContent’s name, any UpContent trademark, logo or other proprietary information, the content of any text or the layout and design of any page or form contained on a page, without UpContent’s express written consent;
- Access, tamper with, or use non-public areas of the Site or Services, UpContent’s computer systems, or the technical delivery systems of UpContent’s providers;
- Attempt to probe, scan, or test the vulnerability of any UpContent system or network or breach any security or authentication measures;
- Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by UpContent or any of UpContent’s providers or any other third party (including another user) to protect the Site, Services or UpContent Content;
- Attempt to access or search the Site, Services or UpContent Content or download UpContent Content from the Site or Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by UpContent or other generally available third party web browsers (such as Microsoft Internet Explorer, Mozilla Firefox, Safari or Opera);
- Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
- Use any meta tags or other hidden text or metadata utilizing a UpContent trademark, logo URL or product name without UpContent’s express written consent;
- Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Services or UpContent Content to send altered, deceptive or false source- identifying information;
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services or UpContent Content;
- Interfere with, or attempt to interfere with, the access of any user, host or network connected to the Site or Services, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site;
- Collect or store any personally identifiable information from the Site or Services from other users of the Site or Services without their express permission;
- Impersonate or misrepresent your affiliation with any person or entity;
- Violate any applicable law or regulation; or
- Encourage or enable any other individual to do any of the foregoing.
THE SITE, SERVICES, UPCONTENT CONTENT, THIRD PARTY MATERIALS AND USER CONTENT ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, UPCONTENT EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON- INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. UpContent MAKES NO WARRANTY THAT THE SITE, SERVICES, UPCONTENT CONTENT, THIRD PARTY MATERIALS OR USER CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM UpContent OR THROUGH THE SITE, SERVICES, UPCONTENT CONTENT OR USER CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, SERVICES, AND CONTENT THEREIN REMAINS WITH YOU. NEITHER UpContent NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, SERVICES OR UpContent CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL.
IN NO EVENT WILL UPCONTENT’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE, SERVICES OR CONTENT THEREIN EXCEED ONE HUNDRED U.S. DOLLARS ($100). THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN UpContent AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
Proprietary Rights Notices
All trademarks, service marks, logos, trade names and any other proprietary designations of UpContent used herein are trademarks or registered trademarks of UpContent. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
Controlling Law and Jurisdiction