YOUR USE OF AND ACCESS TO OUR WEBSITE AND SERVICES IS CONDITIONED UPON YOUR ACCEPTANCE OF THESE TERMS. THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS BETWEEN COMPANY AND YOU FOR YOUR USE OF THE SERVICES. BY CLICKING/CHECKING THE "I AGREE" BUTTON/BOX, IF ONE WAS PROVIDED, OR IN THE CASE OF WEBSITE BROWSERS, BY ACCESSING ANY OF THE SERVICES YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND INCORPORATED POLICIES (THE “AGREEMENT” OR “TERMS”).
We may amend the Terms at any time by posting the amended terms on the Site and You can review the most current version of these Terms at any time. BY ACCESSING, BROWSING OR OTHERWISE USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. If you do not agree to these Terms, please do not access or use the Services.
Some key terms
"Output" means the generated results provided by the Services in response to User Content.
User means all visitors and users of our Services.
User Client means the customers of our Services.
User Content means the content, including text, photos, audio, video, contact information, calendar entries, and any other materials that our User Clients allow us to access in order to provide the Services. If you are just browsing our Site, any reference to User Content does not affect you.
When you set up an Account and Use our Beta Product Offering
Grant of Rights. Subject to the terms and conditions of this Agreement, Company hereby grants to Customer a limited, nonexclusive, nontransferable, non sublicensable license to use the pre-general release version of services (“Beta Offering”) solely for the purpose of internal evaluation of the Beta Offering in a test environment in connection with the Environment and otherwise in accordance with the terms and conditions of this Agreement. Customer may not or authorize another to use the Beta Offering for any commercial, resale, distribution or other purpose. UNLESS OTHERWISE AGREED BY A SEPARATE WRITING, CUSTOMER AGREES AND UNDERSTANDS THAT IT IS NOT AUTHORIZED TO COMMERCIALLY USE THE BETA OFFERING WITH ANY THIRD PARTY.
Restrictions. Customer shall not: (i) sell, rent, lease, sublicense, distribute, transfer or otherwise provide the Beta Offering or any portions or copies thereof to any third party or enable any third party to do any of those acts. Except as expressly set forth herein, Customer shall not (i) copy, share, distribute or use the Beta Offering; (ii) reverse engineer, disassemble, decompile or other attempt to defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection mechanisms in or to derive the source code of the underlying ideas, algorithms, structure or organization from the Beta Offering; or (iii) create any derivative works or similar offerings based on the Beta Offering. You shall not: (i) take any action that imposes an unreasonable or disproportionately large load on system infrastructure, or interfere with the proper working of the Beta Offering (including to use or launch any automated system that accesses the Beta Offering in a manner that sends more request to the servers than a human can reasonably produce by using a conventional on-line web browser); (ii) attempt to bypass or defeat the security protocols and measures embodied in the Beta Offering, or attempt to decipher any transmissions to or from the servers running the Beta Offering. The Beta Offering should not be used for highly sensitive or confidential communications.
Account Set up; Testing. The Beta Offering may include access to and use of a secure web portal made available to Customer for use during the Test Period (defined below). In order to track usage with the Beta Offering, Customer will need to register for an account. Customer is responsible for maintaining the confidentiality of the account password. Customer agrees to immediately notify Company of any unauthorized use of the account or any other breach of security related to the Beta Offering. From time to time, Company may change its offerings and revise these terms.
3.1 .Beta Offering. As between Customer and Company, Company exclusively owns and retains all right, title, and interest in and to the Beta Offering, Company Confidential Information, and all anonymized or aggregated data resulting from use and operation of the Beta Offering that do not identify a natural person as the source of the information or within the information, as well as any feedback, recommendations, correction requests, or suggestions from you about the Beta Offering. We welcome your feedback about the Beta Offering. But please know that by submitting feedback you agree that: (a) we are not under any obligation of confidentiality with respect to your feedback; (b) we may use or disclose (or choose not to use or disclose) your feedback for any purpose and in any way; (c) we own the feedback; and (d) you are not entitled to any compensation or reimbursement of any kind from us under any circumstances for our use of your feedback. Nothing in the Agreement confers on Customer any right of ownership or interest therein, except as set forth herein.
DISCLAIMERS. LIMITATIONS OF LIABILITY. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE BETA OFFERING: (A) IS NOT COMPLETE IN ITS DEVELOPMENT AND HAS NOT BEEN COMMERCIALLY RELEASED FOR SALE BY COMPANY; (B) MAY NOT BE FULLY FUNCTIONAL, AND IT IS EXPECTED THAT IT WILL CONTAIN BUGS, ERRORS, DESIGN FLAWS OR OTHER PROBLEMS, INCLUDING PROBLEMS THAT MAY ADVERSELY IMPACT THE OPERATION OF CUSTOMER’S OTHER PRODUCTS; (C) MAY NOT BE RELIABLE; (D) HAS NOT BEEN EVALUATED FOR REGULATORY COMPLIANCE; (E) WHEN USED, MAY RESULT IN UNEXPECTED RESULTS, LOSS OF DATA, OR OTHER UNPREDICTABLE DAMAGE OR LOSS TO CUSTOMER. WITHOUT LIMITING THE FOREGOING, COMPANY AND ITS AFFILIATES DO NOT REPRESENT OR WARRANT THAT (A) THE BETA OFFERING WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B) THE BETA OFFERING WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS; OR (C) THE BETA OFFERING OR THE INFRASTRUCTURE THAT MAKES THE BETA OFFERING AVAILABLE WILL AVAILABLE AT ALL TIMES OR BE FREE OF VIRUSES.
ACCORDINGLY, CUSTOMER ACKNOWLEDGES AND AGREES THAT THE BETA OFFERING IS A NEW, BETA OFFERING THAT IS PROVIDED TO CUSTOMER ON AN "AS IS" AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OF ANY KIND. COMPANY EXPRESSLY DISCLAIMS ANY OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, NONINFRINGEMENT, COURSE OF DEALING OR PERFORMANCE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT AND UNDER NO LEGAL THEORY SHALL COMPANY OR ITS AFFILIATES BE LIABLE TO CUSTOMER FOR ANY DIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE UBERRETAIL BETA OFFERING SHALL BE THE TERMINATION OF THE LIMITED LICENSE.
General Availability. In the event that, and at such time as, the Beta Offering is released as a generally available Beta Offering, Company reserves the right to discontinue the Beta offering. Customer may be required to sign additional agreements and/or pay for access to the generally available version of the Beta Offering.
When you visit the Site or send e-mails to us, you consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this Site. You agree that all notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
All content, as well as the design, layout and materials, provided on this Site and in the Services are owned by or licensed to the Company and/or its affiliates (the "Site Content") and is protected by United States and international copyright laws. The Company and its licensors retain all proprietary rights to the Site Content. The Site Content may not be reproduced, transmitted, modified, copied, downloaded, sold, distributed or otherwise exploited, in whole or in part, without the express, prior written consent of the Company.
“Company Trademarks” means all names, marks, brands, logos, designs, trade dress, slogans and other designations the Company uses in connection with its Services. You shall not copy, display or use any Company Trademarks, without the Company's prior written consent. You are not permitted to incorporate any Company Trademarks into your trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations, nor shall you co-brand your own Services or material with Company Trademarks. You acknowledge the Company's rights in the Company Trademarks and agree that any use of the Company Trademarks by you shall inure to the Company's sole benefit.
Some of the Site Content may be licensed from third parties and all such third party content and all intellectual property rights related to such content belong to the respective third parties. All third party trademarks and/or logos used on this Site and in the Services are the trademarks, service marks, or logos of their respective owners. The Company makes no representations or endorsements regarding the quality, accuracy, reliability or condition of any third party content and the Company does not control the quality, safety or accuracy of such content thereof.
Unless explicitly stated herein, nothing in these Terms shall be construed as conferring to you any license to any Company or third party intellectual property rights in and to the Services, whether by estoppel, implication, or otherwise.
Our Betas Are Still In Beta. We may release Services and features that we’re still testing and evaluating. Those Services will be marked as beta, preview or early access (or a similar phrasing), and may not be as reliable as launched Services.
User Content and Extensions.
Your User Content Stays Yours. User Clients of the Services will provide us with User Content. Your User Content stays yours, except for the limited rights that enable us to provide, improve, promote and protect the Services as described in this Agreement. When you provide User Content via the Services, you grant the Company (including our third party hosting providers acting on our behalf) a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable, transferable license to use, host, store, reproduce, modify, copy and create derivative works of (such as those resulting from translations, adaptations or other changes we make so that User Content works better in the Services), the User Content for the purposes of allowing us to provide, improve, and protect the Services. This Section does not affect any rights you may have under applicable data protection laws.
The Services may utilize, record and store User Content: (a) that is offensive or objectionable; (b) that contains errors; (c) that violates intellectual property, trade secret, privacy, publicity or other rights or the good name of you or third parties; (d) that is harmful to your or others’ computers or networks; € that is unlawful or illegal; or (f) the downloading, copying or use of which is subject to additional terms and policies of third parties or is protected by intellectual property, trade secret, privacy or other laws. We’re not a publisher of, and we’re not liable for, any User Content uploaded, posted, published or otherwise made available via the Services by you or other users. You’re responsible for taking precautions to protect yourself, your Accounts, and your computer or network, from User Content accessed via the Services.
You agree that you shall NOT:
access or scrape the Site by any automated means unless you are a search engine crawling the Site for the sole purpose of creating a publicly accessible search index.
copy, modify, create derivative works from or distribute any Site Content; or use the Services for any purpose not explicitly authorized.
modify, decompile, or reverse engineer any software related to the operation of the Services or otherwise provided to you by the Company, or disrupt, interfere with, or bypass the security or any technical protections on the Services.
Link to the Site using any HTML techniques that display the Site within a frame, partial window, popup, pop-under, or any other non-standard linking method, or redistribute content from the Site except as expressly authorized in writing by the Company.
Do anything that smacks of bad online citizenship or is illegal, such as misappropriate content, or hack into our systems, or otherwise cause harm to the Services.
Your Responsibilities with Respect to User Content
6.1 You represent and warrant that you own all rights to your User Content or otherwise have obtained (and will continue to have) all rights and permissions necessary to use, share, and license your User Content via the Services and in the manner set forth in this Agreement. If we use your User Content in the ways described in this Agreement, you represent and warrant that such use will not infringe or violate the rights of any third party, including without limitation any copyrights, trademarks, privacy rights, publicity rights, contract rights, trade secrets or any other intellectual property or proprietary rights You have sole responsibility for the legality, reliability, integrity, accuracy and quality of the User Content. You will be responsible for any claims relating to any User Content, including claims that User Content violates the rights of another. We reserves the right to remove any User Content that creates a risk, as determined by Us in our sole discretion. You agree that We have no responsibility or liability for the deletion or failure to store User Content and other communications maintained or transmitted. We may access, use, preserve, or disclose account information and user User Content if legally required to do so or on a good faith belief that such access, use, preservation, or disclosure is reasonably necessary to comply with legal process or request; to enforce these Terms; to detect or prevent fraud, security, or technical issues; or to protect the rights, property or safety, its users, or the public as permitted by law.
Follow the Law. You represent and warrant that your use of the Services is in compliance with applicable laws, including without limitation applicable export or import controls and regulations and privacy or data protection laws.
HIPAA Enabled Accounts. If your use of the Services requires you to comply with industry-specific regulations applicable to such use, such as HIPAA, you will be solely responsible for such compliance, except to the extent the Company has agreed with you in writing otherwise. You are not permitted to use the Services in any way that would subject the Company to such industry-specific regulations without obtaining the Company’s prior written agreement. For example, you may not use any Services to collect, use, disclose, protect or otherwise handle “protected health information” (as defined in 45 C.F.R. §160.103 under US federal regulations) unless your Account for such Services is designated as HIPAA-enabled and you enter into a separate business agreement with the Company.
California Consumer Privacy Act. With respect to the California Consumer Privacy Act (Cal. Civ. Code §§ 1798.100 - 1798.199), as may be modified from time to time (collectively, “CCPA”), solely if applicable to you and solely with respect to data of your “Consumers” (as defined under the CCPA) which meets the definition of “Personal Information” under the CCPA and for which you are responsible under the CCPA (“Service Company PI”), the parties agree that the Company acts as a “Service Company” for User Content and you are a “Business” (as such terms are defined under the CCPA). Notwithstanding the foregoing, you agree that in accordance with the CCPA, the Company may: (a) use Service Company PI internally to build and improve the quality of the Services; or (b) use Personal Information for the purposes of detecting data security incidents or protecting against fraudulent or illegal activity.
Disclaimer of Warranties and Limitation of Liability
THE SERVICES ARE PROVIDED BY THE COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE, OR THE INFORMATION, CONTENT OR MATERIALS INCLUDED ON THIS SITE AND THE COMPANY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF INFORMATIONAL CONTENT, AND NON-INFRINGEMENT. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK. THIS DISCLAIMER IS MADE TO THE FULLEST EXTENT PERMITTED BY LAW.
IN NO EVENT WHATSOEVER SHALL THE COMPANY OR ITS AFFILIATES OR ANY OF THEIR RESPECTIVE EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS, AND DIRECTORS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, INCLUDING BUT NOT LIMITED TO LOSS OF SALES, PROFIT, REVENUE, GOODWILL, OR DOWNTIME, (ARISING UNDER TORT, CONTRACT, OR OTHER LAW) REGARDLESS OF SUCH PARTY'S NEGLIGENCE OR WHETHER SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THE COMPANY'S LIABILITY HEREUNDER IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
Submissions and Feedback
Please do not send Us any material that you believe is confidential or proprietary or for which you expect to receive consideration or compensation in any form. By submitting material to the Company, you acknowledge that such material is neither confidential nor proprietary, and you waive the right to receive compensation of any kind for the material. Any material, information or idea you transmit to the Company will be treated as non-confidential and non-proprietary and the Company will be free to copy, disclose, distribute, incorporate and otherwise use any such submission for any and all commercial and non-commercial purposes. We do not accept submissions of business plans or ideas through this Site.
You agree to indemnify and hold the Company and its affiliates and each of their employees, contractors, agents, officers, and directors harmless from any claim or demand made and all associated costs, damages and liabilities, including reasonable attorneys' fees, arising out of or related to your use of the Services, your violation of any terms or conditions of these Terms, your violation of applicable laws, or your violation of the rights of any other person or entity.
Choice of Law and Venue
These Terms shall be governed by and construed in accordance with the laws of the state of California, exclusive of its choice of law or conflicts of law rules. You agree that the exclusive venue for all litigation regarding or arising out of these Terms shall be in Los Angeles County, California and you agree to submit to the jurisdiction of the courts in Los Angeles County, California for such litigation. Excluding claims for equitable relief, if the total amount in dispute is less than $10,000, either party may elect to resolve the claim through binding arbitration by initiating arbitration through an established Company that is agreed by the parties. The arbitration must be conducted under the following rules: (a) at the choice of the party seeking relief, the arbitration shall be conducted by telephone, online, or solely on written submissions; (b) no party or witness will make any personal appearance unless the parties agree otherwise; and (c) the winning party may have the arbitrator's award entered as a judgment in any court of competent jurisdiction. Any claims (in court or in arbitration) must be brought in the initiating party's individual capacity and not as a plaintiff or class member in any class action or other similar proceeding. This Agreement does not allow class actions or collective arbitrations even if the arbitration procedures or rules would. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.
The Services are operated by the Company in the United States. Update Technologies, Inc., located at 130 W. Union St., Pasadena, CA 91103
DATED: May 25, 2021
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