UpLynk, LLC, Acceptable Use Policy/Customer Agreement

Terms and Conditions
In plain English: don’t use this service for illegal activities or porn, and please pay your bill on time, etc. If you don’t, we’ll disable your account and eventually delete all your content, and then call a collection agency. By using the service, you agree to the terms outlined on this page – this short description is not legally binding, the stuff below is what you’re agreeing to.

Acceptable Use
This Acceptable Use Policy (the “Policy”) descibes prohibited uses of the services offered by upLynk LLC and its affiliates (the “Services”), the website located at http://www.uplynk.com and any related websites and servers under the same top level domain (the “Sites”). The examples described herein are not exhaustive. We may modify this Policy at any time by posting a new version to the Sites. By using the Services or accessing the Sites, you agree to the latest version of this Policy. If you violate the Policy or help or authorize others to violate this Policy, we may suspent or terminate your use of the Services.

You may not use, or encourage, promote, facilitate or instruct others to use the Services or Sites for any illegal or harmful use, or to transmit, store, display, distribute or otherwise make available content that is illegal or harmful. Prohibited activities or content include:

Illegal Activities such as the storage, transmission, or dissemination of child pornography. Harmful or Fraudulent Activities such as promoting or selling fraudulent goods, services, schemes, or promotions (e.g., make-money-fast schemes, ponzi and pyramid schemes, phishing, or pharming), or engaging in other deceptive practices. Content Infringing Activities such as transmitting media without the approval of the copyright or intellectual property owner. Offensive Content such as content that is defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable, including content that constitutes pornography, relates to bestiality, or depicts consenual or non-consenual sex acts.

Accessing or using any part of the Services without express permission, including attempting to probe, scan, or test the vulnerability of the Services or to breach any security or authentication measures used by the Services constitutes unauthorized access and may result in the termination of your account.

We reserve the right, but do not assume the obligation, to investigate any violation of this Policy or misuse of the Services Sites. We may choose to investigate violations, disable access to the Sites and Services, or modify or remove any content that violates states Policies. We may report any suspected violations to appropriate law enforcement officials or regulators or third party service providers as we deem appropriate. Reporting of violations may include disclosure of appropriate customer information. We may also cooperate with law enforcement agencies, regulators, or appropriate third party service providers to help with the investigation and prosecution of illegal activities.

If you become aware of any violation of this Policy, you will immediately notify us via email and provide us with reasonable assistance to stop or remedy the violation.

Customer Agreement
This Customer Agreement (the “Agreement”) contains the terms and conditions governing your access and use of the Services and is an agreement between upLynk, LLC (“upLynk”, “we”, “our”, or “us”) and you or the entity you represent (“you”). This Agreement takes effect upon clicking the checkbox presented at the time you sign up for an account with us. You represent to us that you are lawfully able to entire into contracts and that you are not a minor. If you are entering into this Agreement on behalf of an entity (such as the company you work for), you represent to us that you have legal authority to bind that entity.

  1. Use of the Services

1.1 You may access and use the Services in accordance with this Agreement. You will adhere to all laws, rules, and applicable regulations, including any terms and policies outlined on this page.

1.2 Your account must be associated with a valid email address. You agree to be responsible for all activities that account under your account, regardless of whether the activities are perfomed by you or by a third party, such as an employee or contractor. We and our affiliates are not responsible for unauthorized access to your account. You may terminate your account and this Agreement at any time in accordance with Section 7, below.

1.3 If you would like support for the Services other than the support we generally provide to all users without charge, you may contact us.

  1. Changes

2.1 We may change, discontinue, or deprecate any or all of the Services or change or remove features of the Services from time to time.

2.2 We will use commercially reasonable efforts to continue to support any deprecated integration API or feature for a period of 6 months after the time of deprecation. Exceptions may be made in cases where the deprecated API or feature would pose a security or legal issue or is too economically burdensome.

  1. Security and data privacy

3.1 Without limiting provisions set forth in Section 9 or your obligations in Section 4.2, we will implement reasonable and appropriate measures designed to help you secure your content against unauthorized use. However, by using the Services, you recognize that all digital rights management systems are inherently circumventable and you agree to release us from any liability or damages associated with or arising from unauthorized access to your content.

3.2 All private data with your account will remain protected from unauthorized access to the best of our abilities. If we are required to supply private information to a law enforcement agency, we will make reasonable efforts to notify you in conjunction with the release of that information.

  1. Your responsibilities

4.1 You are solely responsible for the content you encode, store, and deliver using our Services.

4.2 You are responsibly for maintaing any necessary backups of your data. Your use of the Services constitutes your agreement to not hold upLynk responsible for the loss of content due to negligence, acts of God, or failure of internal or external systems.

4.3 You are responsible for providing customer service (if applicable) to your own services or offerings extended to third parties.

  1. Fees and payment

5.1 Service fees are calculated and billed monthly. You will pay us the applicable fees and charges using one of the payment methods we support. All amounts payable under this Agreement will be made without setoff, counterclaim, deduction, or withholding.

5.2 We will give you 30 days notice of any increase of addition of fees or charges.

5.3 All fees and charges payable by you do not include applicable taxes and duties, including VAT or applicable sales tax. Where needed, you agree to provide us any information reasonably required to determine whether or not we are obligated to collect VAT from you (such as your VAT identification number). If you are legally entitled to a tax, you are responsible for providing us with legally-sufficient tax exemption certificates for each applicable taxing jurisdiction.

  1. Temporary account suspension

6.1 We may immediately suspend access to your account, your content, and the Services if we determine your use violates any part of these Policies or otherwise is in breach of this Agreement, poses a security risk, or may subject us to liability. We may also suspend your account if you are delinquent on your payment obligations for more than 15 days.

6.2 If we suspend access to your account or the Services, you remain responsible for all fees and charges incurred through the date of suspension. Additionally, you remain responsible for ongoing storage fees of your content until it is erased from our servers. During the course of your account suspension, you will not be entitled to any service credits.

6.3 We reserve the right to erase content from an account once it has been suspended for 30 days.

6.4 Our right to suspend your account and access to the Services is in addition to your right to terminate this Agreement per Section 7.2.

  1. Term and termination

7.1 The term of this Agreement will commence on the date on which you sign up for an account and will remain in effect until terminated by us or you according to Section 7.2.

7.2 You may terminate this Agreement for any reason by providing us notice and erasing your content. We may terminate this Agreement for any reason by providing you 30 days notice.

7.3 Upon termination of this Agreement, all your rights under this Agreement immediately terminate, and you remain responsible for all fees and charges you have incurred through the date of termination.

  1. Indemnification

8.1 You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of or relating to any third party claims concerning: (a) your or any End Users’ use of the Services (including use by your employees and personnel); (b) breach of this Agreement or violation of applicable law by you or any End User; (c) Your Content including any claim involving infringment or misappropriation of third-party rights by Your Content or by the use, development, design, production, advertising or marketing of Your Content, or (d) a dispute between you and any End User.

9 Disclaimers

THE SERVICES ARE PROVIDED “AS IS.” WE AND OUR AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICES OR THE THIRD PARTY CONTENT, INCLUDING ANY WARRANTY THAT THE SERVICES OR THIRD PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING YOUR CONTENT OR THE THIRD PARTY CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.

  1. Limitations of Liability.

WE AND OUR AFFILIATES OR LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICES , (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICES , OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER ANY SLAS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (c) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICES; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM.

  1. Modifications to the Agreement.

We may modify this Agreement (including any Policies) at any time by posting a revised version on the upLynk Site or by otherwise notifying you in accordance with Section 12.7. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to use the Services after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check the upLynk Site regularly for modifications to this Agreement.

  1. Miscellaneous

12.1 Confidentiality and Publicity. You will not disclose Confidential Information during the Term or at any time during the 3 year period following the end of the Term. You will not issue any press release or make any other public communication with respect to this Agreement or your use of the Services. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.

12.2 Force Majeure. We and our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

12.3 Independent Contractors; Non-Exclusive Rights. We and you are independent contractors, and neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right (a) to develop or have developed for it products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party and (b) to assist third party developers or systems integrators who may offer products or services which compete with the other party’s products or services.

12.4 No Third Party Beneficiaries. This Agreement does not create any third party beneficiary rights in any individual or entity that is not a party to this Agreement.

12.5 U.S. Government Rights. The Services are provided to the U.S. Government as “commercial items,” “commercial computer software,” “commercial computer software documentation,” and “technical data” with the same rights and restrictions generally applicable to the Services. If you are using the Services on behalf of the U.S. Government and these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, you will immediately discontinue your use of the Services. The terms “commercial item” “commercial computer software,” “commercial computer software documentation,” and “technical data” are defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement.

12.6 Import and Export Compliance. In connection with this Agreement, each party will comply with all applicable import, re-import, export, and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control. For clarity, you are solely responsible for compliance related to the manner in which you choose to use the Services, including your transfer and processing of Your Content and the provision of Your Content to End Users.

12.7 We may provide any notice to you under this Agreement by posting a notice on the Site or sending a message to the email address associated with your account. Notices we we provide by posting on the Site will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive or read the email. To give us notice under this Agreement, you must contact upLynk by email, in English, to info@uplynk.com.

12.8 You will not assign this Agreement, or delegate or sublicense any of your rights under this Agreement, without our prior written consent. Subject to the foregoing, this Agreement will be binding upon the parties and their respective successors and assigns.

12.9 The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.

12.10 If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.

12.11 The laws of the State of Utah, without reference to conflict of law rules, govern this Agreement and any dispute of any sort that might arise between you and us. Any dispute relating in any way to the Services or this Agreement where a party seeks aggregate relief of $7,500 or more will be adjudicated in any state or federal court in Utah County, Utah. You consent to exclusive jurisdiction and venue in those courts. We may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our, our affiliates, or any third party’s intellectual property or other proprietary rights. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.

12.12 This Agreement includes the Policies and is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. Notwithstanding any other agreement between you and us, the security and data privacy provisions in Section 3 of this Agreement contain our and our affiliates’ entire obligation regarding the security, privacy and confidentiality of Your Content. We will not be bound by, and specifically object to, any term, condition or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document. If the terms of this document are inconsistent with the terms contained in any Policy, the terms contained in this document will control, except that the Service Terms will control over this document.

  1. Definitions.

“Acceptable Use Policy” means the policy currently available on the Site as it may be updated by us from time to time.

“API” means an application program interface.

“Content” means software (including machine images), data, text, audio, video, images or other content.

“End User” means any individual or entity that directly or indirectly through another user: (a) accesses or uses Your Content; or (b) otherwise accesses or uses the Services under your account. The term “End User” does not include individuals or entities when they are accessing or using the Services or any Content under their own account, rather than your account.

“Policies” means the policies outlined in this web page and posted on the Site, all restrictions described on the Site, and and any other policy or terms referenced in or incorporated into this Agreement.

“Services” means the Services (including associated APIs) and Sites and any other product or service provided by us under this Agreement.

“Site” means http://www.uplynk.com and any successor or related site designated by us.

“Term” means the term of this Agreement described in Section 7.1.

“Third Party Content” means Content made available to you by any third party on the Site or in conjunction with the Services.

“Your Content” means Content you or any End User (a) run on the Services, (b) cause to interface with the Services, or (c) upload to the Services under your account or otherwise transfer, process, use or store in connection with your account.