Terms of Service

Last updated: September 22, 2014

Avid.ly, INC.

UPLTV PUBLISHER TERMS OF SERVICE

Introduction

Thank you for using Dataverse Co., Limited’s (” upltv“) website and network.

The following Terms of Service for the UPLTV Network is a legal contract between you (a ” User “), and Dataverse Co., Limited regarding your use of the UPLTV Network. The UPLTV Network works with the applications users use on the internet or mobile platforms published by third party developers and publishers and with the advertisements created and published by third parties (collectively ” Content “). UPLTV takes no responsibility for any of the Content provided by third parties in connection with its operation of the UPLTV Network.


BEFORE USING THE UPLTV NETWORK, PLEASE READ CAREFULLY THE FOLLOWING CONDITIONS AND TERMS. BY REGISTERING FOR OR ACCESSING, BROWSING, AND USING THE UPLTV NETWORK, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS, INCLUDING ANY ADDITIONAL GUIDELINES THAT MAY BE ADOPTED FROM TIME TO TIME, AND ANY FUTURE MODIFICATIONS THAT MAY BE MADE BY UPLTV IN ITS SOLE DISCRETION (COLLECTIVELY, THE ” TERMS “). IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD IMMEDIATELY TERMINATE YOUR USE OF THE UPLTV NETWORK. NOTE TO CHILDREN UNDER 13 YEARS OF AGE : THE UPLTV NETWORK IS NOT FOR PERSONS UNDER THE AGE OF 13. IF YOU ARE UNDER 13 YEARS OF AGE, PLEASE DO NOT USE THE UPLTV NETWORK.

The Terms include the following documents:

Because UPLTV and the law are constantly evolving, the Terms may be updated from time to time at UPLTV’s discretion. If, at any time, you do not accept the updated Terms, your sole option is to cease using the UPLTV Network and any other services, products, applications, or other offerings from UPLTV.

1. Eligibility

You represent that you are 18 years of age or older and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms and to abide by and comply with these Terms. In any case, you affirm that you are over the age of 13, as the UPLTV Network is not intended for children under the age of 13. If you are using or opening an account on the UPLTV Network on behalf of a company, entity, or organization (collectively ” Subscribing Organization “), then you represent and warrant that you: (1) are an authorized representative of that Subscribing Organization with the authority to bind such organization to these Terms and (2) agree to be bound by these Terms on behalf of such Subscribing Organization.

2. Privacy Policy

Privacy is important to UPLTV. UPLTV’s Privacy Policy, available here, is incorporated into these Terms by reference. Please read the Privacy Policy carefully for details relating to the collection, use, and disclosure of information.

3. Modification of the Terms

UPLTV reserves the right, in its sole discretion, to change, modify, add, or remove portions of these Terms at any time and from time to time without specific notice to you other than through posting such modified terms on the Website. Please check these Terms periodically for changes. The most current and controlling Terms are linked to the UPLTV Network and/or posted on the UPLTV website and indicate the date last modified. Your continued use of the UPLTV Network after the posting of changes constitutes your binding acceptance of such changes.

4. UPLTV Network Access

4.1 Access. UPLTV grants you permission to use the UPLTV Network as set forth in these Terms, provided that: (i) you do not copy, publicly display or distribute any part of the UPLTV Network in any medium without UPLTV’s prior written authorization; (ii) you do not alter or modify any part of the UPLTV Network other than as may be reasonably necessary to use the UPLTV Network for its intended purposes; (iii) you do not engage in any of the prohibited uses described below; and (iv) you will otherwise fully comply with these Terms.
You shall not:

The UPLTV Network is controlled and offered by UPLTV from its facilities in the People’s Republic of China. UPLTV makes no representations that the UPLTV Network is appropriate or available for use in other locations, and access to the UPLTV Network from territories where the Content of the UPLTV Network may be illegal is prohibited. Those who access or use the UPLTV Network from other jurisdictions do so at their own risk and are solely responsible for compliance with local laws.

4.2 Fees. Certain functions on the UPLTV Network may now or in the future have fees associated with them. When you use a function that has a fee you will have an opportunity to review and accept the fees that you will be charged based on our stated fees, which we may change from time to time. UPLTV may choose to temporarily change the fees for UPLTV’s services for promotional events or new services, and such changes are effective immediately. Unless otherwise stated, all fees are in U.S. Dollars.

4.3 Third-Party Access. Certain UPLTV services require that UPLTV access third-party APIs on your behalf. You agree to allow UPLTV to access third-party APIs on behalf of you (and not as UPLTV).

5. Ownership; Proprietary Rights

The UPLTV Network is owned and operated by UPLTV. The content, visual interfaces, interactive features, information, graphics, design, compilation, computer code, products, software, services, and all other elements of the UPLTV Network that are provided by UPLTV (” UPLTV Materials “) are protected by the People’s Republic of China copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. UPLTV Materials do not include Content, as defined above, or any other content owned by and submitted by Users to the UPLTV Network. All UPLTV Materials contained on the UPLTV Network are the property of UPLTV or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names contained in the UPLTV Materials or on the UPLTV Network (excluding marks related to the Content) are proprietary to UPLTV or its affiliates and/or third-party licensors. Except as expressly authorized by UPLTV, you agree not to sell, license, distribute, copy, modify, publicly perform, publicly display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the UPLTV Materials. UPLTV reserves all rights not expressly granted in these Terms. You shall not acquire any right, title or interest to the UPLTV Materials, except for the limited rights set forth in these Terms.

6. Content

The UPLTV Network works in connection with third party mobile and internet-based applications and advertisements from the UPLTV advertising network. UPLTV is not responsible for the accuracy, integrity, quality, legality, usefulness, safety, or intellectual property rights of or relating to such Content. You further understand and acknowledge that you or your users (if you operate or otherwise run an application or other service that utilizes the UPLTV Network) may be exposed to Third Party Content that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against UPLTV with respect thereto. UPLTV does not endorse any Content or any opinion, recommendation, or advice expressed therein. Under no circumstances will UPLTV be liable in any way for or in connection with any Content, including, but not limited to, for any inaccuracies, errors or omissions in any Content, any intellectual property infringement with regard to any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise displayed or transmitted via the UPLTV Network. By accessing or using any Content through or in conjunction with the UPLTV Network, you, on behalf of yourself and your users, waive any and all claims against UPLTV that you may have arising out of or relating to such Content. Your options regarding the Content, if offended or otherwise dissatisfied, are to cease using the UPLTV Network and/or to notify UPLTV’s customer service department with your concerns. UPLTV customer service has no obligation to investigate any complaints with regard to Content that are not imposed by the laws of the People’s Republic of China or other applicable jurisdiction.

7. Prohibited Uses

7.1 As a condition of your use of the UPLTV Network, you hereby represent and warrant that you will not use the UPLTV Network for any purpose that is unlawful or prohibited (including, without limitation, the prohibitions in this Section 7) by these Terms. Users are responsible for complying with all local rules, laws, and regulations including, without limitation, rules about intellectual property rights, gaming, the internet, technology, data, email, or privacy.

7.2 You agree not to reproduce, duplicate, copy, sell, trade, resell, distribute or exploit, any portion of the UPLTV Network, use of the UPLTV Network, access to the UPLTV Network, or Third Party Content obtained through the UPLTV Network, for any purpose other than for your for serving advertisements to users of the applications, games, sites, and other services that are part of the UPLTV Network.

7.3 You agree not to defame, harass, abuse, threaten, stalk or defraud other Users of the UPLTV Network, or collect, or attempt to collect, personal information about users or third parties of the applications, games, sites or other services using the UPLTV Network without their consent.

7.4 You agree not to intentionally interfere with or damage, impair or disable the operation of the UPLTV Network or any user’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, worms, spyware, adware or other malicious code.

7.5 You agree not to remove, circumvent, disable, damage or otherwise interfere with any security-related features of the UPLTV Network, features that prevent or restrict the use or copying of any part of the UPLTV Network, or features that enforce limitations on the use of the UPLTV Network.

7.6 You agree not to attempt to gain unauthorized access to the UPLTV Network, or any part of it, other accounts, computer systems or networks connected to the UPLTV Network, or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the UPLTV Network or any activities conducted on the UPLTV Network.

7.7 You agree not to obtain or attempt to obtain any materials or information through any means not intentionally made available through the UPLTV Network. You agree neither to modify the UPLTV Network in any manner or form, nor to use modified versions of the UPLTV Network, including (without limitation) for the purpose of obtaining unauthorized access to the UPLTV Network.

7.8 You agree that you will not use any robot, spider, scraper, or other automated means to access the UPLTV Network for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the UPLTV Network.

7.9 You agree not to utilize framing techniques to enclose any trademark, logo, or other UPLTV Materials without our express written consent. You agree not to use any meta tags or any other “hidden text” utilizing UPLTV’s name or trademarks without our express written consent.

7.10 You agree not to deep-link to the UPLTV Network and will promptly remove any links that UPLTV finds objectionable in its sole discretion. You agree not to use any UPLTV logos, graphics, or trademarks as part of the link without our express written consent.

7.11 You agree not to make unsolicited offers, advertisements, proposals, or send junk mail or spam to other users of the UPLTV Network unless you have agreed to an advertising agreement with UPLTV that permits this activity. This includes, but is not limited to, unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures.

7.12 You agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the UPLTV Network or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

7.13 You agree not to modify, adapt, translate or create derivative works based upon the UPLTV Network or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

7.14 You agree not to impersonate another person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity.

7.16 You agree not to rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer any of the licenses granted herein or any UPLTV Materials.

7.17 You agree not to manipulate, abuse, or display behavior that may be interpreted as the use of unfair methods with respect to the UPLTV Network in any way, including, but not limited to, the opening and/or use of multiple accounts and the use of unauthorized or altered software or hardware.

8. Account Information

In order to access the UPLTV Network, you will have to create an account. You hereby represent and warrant that the information you provide to UPLTV upon registration and, at all other times, will be true, accurate, current, and complete. You also hereby represent and warrant that you will ensure that this information is kept accurate and up-to-date at all times. You acknowledge, consent and agree that UPLTV may access, preserve and disclose your account information and data if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to (a) comply with legal process; (b) enforce the Terms; (c) to respond to your requests for customer service; or (d) protect the rights, property or personal safety of UPLTV, its Users and the public.

9. Password

When you register you will be asked to provide a password. As you will be responsible for all activities that occur under your password, you should keep your password confidential. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of your account ID or password), you will immediately notify UPLTV. You may be liable for the losses incurred by UPLTV or others due to any unauthorized use of your account.

10. Dealings with Advertisers

Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the UPLTV Network and other Content are solely between you and such advertiser. YOU AGREE THAT UPLTV WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS ON THE UPLTV NETWORK.

11. Availability of Service

UPLTV may make changes to or discontinue any of the Content, media, web communities, The media, products, or services on the UPLTV Network may be out of date, and UPLTV makes no commitment to update these materials on the UPLTV Network.

11. In the Event of Merger or Sale:

UPLTV may make changes to or discontinue any of the Content, media, web communities, The media, products, or services on the UPLTV Network may be out of date, and UPLTV makes no commitment to update these materials on the UPLTV Network.

12. Terms of Use Violations; Termination

12.1 UPLTV. You agree that UPLTV, in its sole discretion and for any or no reason, may terminate any user or user account (or any part thereof) you may have on the UPLTV Network or your use of the UPLTV Network, and remove and discard all or any part of your account, at any time, with or without notice. UPLTV may also in its sole discretion and at any time discontinue providing access to the UPLTV Network, or any part thereof, with or without notice. You agree that any termination of your access to the UPLTV Network or any account you may have or portion thereof may be effected without prior notice, and you agree that UPLTV shall not be liable to you or any third-party for any such termination, including for the unavailability of any Content. UPLTV does not permit unlawful, infringing, fraudulent or otherwise illegitimate activities on the UPLTV Network, and reserves the right to terminate access to the UPLTV Network, or halt, suspend, or terminate prizes (whether proposed, pending or past) in cases of actual or suspected fraud, violations of these Terms or other laws or regulations. Any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies UPLTV may have at law or in equity.

12.2 User. If you are dissatisfied with the UPLTV Network, then please let us know by e-mailing us at support@UPLTV.com. Your only remedy with respect to any dissatisfaction with (i) the UPLTV Network, (ii) any term of these Terms, (iii) any policy or practice of UPLTV in operating the UPLTV Network, or (iv) any Content or information transmitted through the UPLTV Network, is to terminate your use of the UPLTV Network. You may terminate your use by closing your account, discontinuing your use of any and all parts of the UPLTV Network, or providing UPLTV with notice of termination at support@UPLTV.com.

13. Indemnification

You agree to indemnify and hold harmless UPLTV, and its parent, subsidiaries, affiliates or any related companies (including those which share substantially common ownership), its suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of any of them from any and all claims, losses, obligations, damages, liabilities, costs or debt and expenses (including attorney’s fees) arising out of (i) your use or misuse of the UPLTV Network; (ii) your breach or other violation of these Terms including any representations, warranties and covenants herein; (iii) your violation of the rights of any other person or entity, including, but not limited to, claims that any submission or comment by you infringes or violates any third party intellectual property rights, including any claims for the payment of so-called mechanical royalties, public performance royalties, or any other royalties claimed by any owner of any rights in any submission or comment. UPLTV reserves 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 with our defense of these claims. You agree not to settle any matter without the prior written consent of UPLTV. UPLTV will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

14. Disclaimers; No Warranties

14.1 General. YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION 14, THE TERM UPLTV INCLUDES UPLTV’S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, SUPPLIERS, LICENSORS, AFFILIATES AND SUBCONTRACTORS.

14.2 No warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, UPLTV, AND ITS AFFILIATES, PARTNERS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM UPLTV OR THROUGH THE UPLTV NETWORK WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

14.3 “As is” and “As available” and “With All Faults.” YOU EXPRESSLY AGREE THAT THE USE OF THE UPLTV NETWORK IS AT YOUR SOLE RISK. THE UPLTV NETWORK (FOR CLARITY, INCLUDING WITHOUT LIMITATION ANY CONTESTS, INFORMATION, STATISTICS AND OTHER CONTENT PROVIDED BY UPLTV), USER SUBMISSIONS AND ANY THIRD-PARTY MEDIA, CONTENT, SOFTWARE, SERVICES OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE UPLTV NETWORK ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”, “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. 14.4 Platform Operation and Content. UPLTV, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT THAT THE UPLTV MATERIALS, CONTENT, UPLTV NETWORK, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE UPLTV NETWORK OR ANY LINKED APPLICATIONS, ADVERTISEMENTS, OR SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. UPLTV MAKES NO REPRESENTATIONS OR WARRANTIES, IMPLICIT OR EXPLICIT, AS TO YOUR LEGAL RIGHT TO PARTICIPATE IN ANY CONTEST OFFERED ON THE UPLTV NETWORK NOR SHALL ANY PERSON AFFILIATED, OR CLAIMING AFFILIATION, WITH UPLTV HAVE AUTHORITY TO MAKE ANY SUCH REPRESENTATIONS OR WARRANTIES.

14.5 Harm to Your Computer. YOU UNDERSTAND AND AGREE THAT YOUR USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE UPLTV NETWORK (INCLUDING RSS FEEDS) OR ANY REFERENCE SITES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.

15. Limitation of Liability and Damages

15.1 Limitation of Liability. UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL UPLTV OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA OR USE OR COST OF COVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OR THE INABILITY TO USE THE UPLTV MATERIALS AND CONTENT ON THE UPLTV NETWORK OR ANY REFERENCE SITES, THE UPLTV NETWORK ITSELF, OR ANY OTHER INTERACTIONS WITH UPLTV, EVEN IF UPLTV OR A UPLTV AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, UPLTV’S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

15.2 Limitation of Damages. IN NO EVENT SHALL UPLTV OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS, LICENSORS OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE UPLTV NETWORK (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE) EXCEED THE GREATER OF THE AMOUNT OF (A) ONE HUNDRED DOLLARS OR (B) THE AMOUNT OF FEES, IF ANY, YOU HAVE PAID UPLTV IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY. .

15.3 Limitations by Applicable Law. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES.IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THIS TERMS OF SERVICE APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED.

15.4 Basis of the Bargain. YOU ACKNOWLEDGE AND AGREE THAT UPLTV HAS OFFERED ITS PRODUCTS AND SERVICES, SET ITS PRICES AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND UPLTV, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND UPLTV. YOU ACKNOWLEDGE AND AGREE THAT UPLTV WOULD NOT BE ABLE TO PROVIDE THE UPLTV NETWORK TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

16. Digital Millennium Copyright Act

16.1 General. UPLTV respects the rights of copyright owners. Infringing content may not be submitted to the UPLTV Network by any user or third party.

16.2 Copyright Ownership. If you upload any content, including application, game, advertisement, site, video, image, audio, service or other submission, that contains a work eligible for protection under applicable intellectual property laws, you must be the owner of such works or have all required rights, licenses, consents, and permissions to use such works on the UPLTV Network and grant the rights contained in these Terms. Your failure to own or obtain such rights may subject you to liability.

16.3 Copyright Owner Rights. If you are a copyright owner or an agent thereof, and you believe any content submitted to and hosted on the UPLTV Network infringes your copyrights, then you may submit a notification pursuant to the Digital Millennium Copyright Act (” DMCA “) by providing UPLTV’s Designated Copyright Agent with the following information in writing:

If a counter notice is received by the Copyright Agent, then UPLTV may send a copy of the counter notice to the original complaining party informing that person or entity that UPLTV may replace the removed comment or submission or cease disabling access to it in ten business days. Unless the copyright owner files an action seeking a court order against the User submitting the comment or submission, the removed comment or submission may be replaced, or access to it restored, in ten to fourteen business days or more after receipt of the counter notice, at UPLTV’s sole discretion.

17. Miscellaneous

17.1 Notice. UPLTV may provide you with notices, including those regarding changes to UPLTV’s Terms, by email, regular mail or postings on the UPLTV Network. Notice will be deemed given twenty-four hours after email is sent, unless UPLTV is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to a postal address, if provided by you through the UPLTV Network. In such case, notice will be deemed given three days after the date of mailing.

17.2 Governing Law. These Terms shall be governed by and construed in accordance with the laws of the People’s Republic of China, without giving effect to any principles of conflicts of law.

17.3 Dispute Resolution. Generally, if a dispute arises between UPLTV and you, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and UPLTV agree that the parties will resolve any claim or controversy that arises out of this Agreement or the UPLTV Network (a “Claim”) in accordance with one of the subsections below or as you and we otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.YOU AND UPLTV AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE UPLTV NETWORK MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES.OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED

17.4 Forum. You agree that any claim or dispute you may have against UPLTV must be resolved by binding individual arbitration with an accredited arbitration agency featuring no less than three (3) arbitrators chosen in accordance with the rules of arbitration of the selected agency.

17.5 Waiver. A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of UPLTV to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.

17.6 Severability. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

17.7 Assignment. The Terms and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by UPLTV without restriction. Any assignment attempted to be made in violation of these Terms shall be void

17.8 No Agency. You agree that no joint venture, partnership, employment, or agency relationship exists between you and UPLTV as a result of these Terms or use of the UPLTV Network. You further acknowledge that by submitting User Submissions or other Content, no confidential, fiduciary, and contractually implied or other relationship is created between you and UPLTV other than pursuant to these Terms.

17.9 Survival. Upon termination of these Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, the Sections entitled “Privacy Policy” (Section 2), “Ownership; Proprietary Rights” (Section 5), ” Content” (Section 6), “Password” (Section 9), “Dealings with Advertisers” (Section 10), “Indemnification” (Section 13), “Disclaimers; No Warranties” (Section 14), “Limitation of Liability and Damages” (Section 15), and “Miscellaneous” (Section 17).

17.10 Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and shall not be deemed to limit or affect any of the provisions hereof.

17.11 Entire Agreement. This is the entire agreement between you and UPLTV relating to the subject matter herein and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter. The Agreement shall not be modified except in a writing, signed by both parties, or by a change to these Terms made by UPLTV as set forth in Section 3 above.

17.12 Disclosures. The services hereunder are offered by UPLTV, Inc., located at: 500 Shengxia Road, Building 2, 5th Floor, Shanghai, China.

Terms of Service

Last updated: September 22, 2014

Avid.ly, INC.

UPLTV PUBLISHER TERMS OF SERVICE

Introduction

Thank you for using Dataverse Co., Limited’s (” upltv“) website and network.

The following Terms of Service for the UPLTV Network is a legal contract between you (a ” User “), and Dataverse Co., Limited regarding your use of the UPLTV Network. The UPLTV Network works with the applications users use on the internet or mobile platforms published by third party developers and publishers and with the advertisements created and published by third parties (collectively ” Content “). UPLTV takes no responsibility for any of the Content provided by third parties in connection with its operation of the UPLTV Network.


BEFORE USING THE UPLTV NETWORK, PLEASE READ CAREFULLY THE FOLLOWING CONDITIONS AND TERMS. BY REGISTERING FOR OR ACCESSING, BROWSING, AND USING THE UPLTV NETWORK, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS, INCLUDING ANY ADDITIONAL GUIDELINES THAT MAY BE ADOPTED FROM TIME TO TIME, AND ANY FUTURE MODIFICATIONS THAT MAY BE MADE BY UPLTV IN ITS SOLE DISCRETION (COLLECTIVELY, THE ” TERMS “). IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD IMMEDIATELY TERMINATE YOUR USE OF THE UPLTV NETWORK. NOTE TO CHILDREN UNDER 13 YEARS OF AGE : THE UPLTV NETWORK IS NOT FOR PERSONS UNDER THE AGE OF 13. IF YOU ARE UNDER 13 YEARS OF AGE, PLEASE DO NOT USE THE UPLTV NETWORK.

The Terms include the following documents:

  • 1. These Terms of Service
  • 2. The UPLTV Privacy Policy
  • 3. The UPLTV SDK (for Developers only)
  • 4. The UPLTV Advertisement Agreement (for Advertisers only)
  • 5. Any Updates

Because UPLTV and the law are constantly evolving, the Terms may be updated from time to time at UPLTV’s discretion. If, at any time, you do not accept the updated Terms, your sole option is to cease using the UPLTV Network and any other services, products, applications, or other offerings from UPLTV.

1. Eligibility

You represent that you are 18 years of age or older and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms and to abide by and comply with these Terms. In any case, you affirm that you are over the age of 13, as the UPLTV Network is not intended for children under the age of 13. If you are using or opening an account on the UPLTV Network on behalf of a company, entity, or organization (collectively ” Subscribing Organization “), then you represent and warrant that you: (1) are an authorized representative of that Subscribing Organization with the authority to bind such organization to these Terms and (2) agree to be bound by these Terms on behalf of such Subscribing Organization.

2. Privacy Policy

Privacy is important to UPLTV. UPLTV’s Privacy Policy, available here, is incorporated into these Terms by reference. Please read the Privacy Policy carefully for details relating to the collection, use, and disclosure of information.

3. Modification of the Terms

UPLTV reserves the right, in its sole discretion, to change, modify, add, or remove portions of these Terms at any time and from time to time without specific notice to you other than through posting such modified terms on the Website. Please check these Terms periodically for changes. The most current and controlling Terms are linked to the UPLTV Network and/or posted on the UPLTV website and indicate the date last modified. Your continued use of the UPLTV Network after the posting of changes constitutes your binding acceptance of such changes.

4. UPLTV Network Access

4.1 Access. UPLTV grants you permission to use the UPLTV Network as set forth in these Terms, provided that: (i) you do not copy, publicly display or distribute any part of the UPLTV Network in any medium without UPLTV’s prior written authorization; (ii) you do not alter or modify any part of the UPLTV Network other than as may be reasonably necessary to use the UPLTV Network for its intended purposes; (iii) you do not engage in any of the prohibited uses described below; and (iv) you will otherwise fully comply with these Terms.
You shall not:

  • create any account for anyone other than yourself or your Subscribing Organization without permission;
  • use a user name that is the name of another person with the intent to impersonate that person;
  • use a user name or account that is subject to any rights of a person other than you without appropriate authorization;
  • use a user name that is a name that is otherwise offensive, vulgar or obscene or otherwise unlawful.

The UPLTV Network is controlled and offered by UPLTV from its facilities in the People’s Republic of China. UPLTV makes no representations that the UPLTV Network is appropriate or available for use in other locations, and access to the UPLTV Network from territories where the Content of the UPLTV Network may be illegal is prohibited. Those who access or use the UPLTV Network from other jurisdictions do so at their own risk and are solely responsible for compliance with local laws.

4.2 Fees. Certain functions on the UPLTV Network may now or in the future have fees associated with them. When you use a function that has a fee you will have an opportunity to review and accept the fees that you will be charged based on our stated fees, which we may change from time to time. UPLTV may choose to temporarily change the fees for UPLTV’s services for promotional events or new services, and such changes are effective immediately. Unless otherwise stated, all fees are in U.S. Dollars.

4.3 Third-Party Access. Certain UPLTV services require that UPLTV access third-party APIs on your behalf. You agree to allow UPLTV to access third-party APIs on behalf of you (and not as UPLTV).

5. Ownership; Proprietary Rights

The UPLTV Network is owned and operated by UPLTV. The content, visual interfaces, interactive features, information, graphics, design, compilation, computer code, products, software, services, and all other elements of the UPLTV Network that are provided by UPLTV (” UPLTV Materials “) are protected by the People’s Republic of China copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. UPLTV Materials do not include Content, as defined above, or any other content owned by and submitted by Users to the UPLTV Network. All UPLTV Materials contained on the UPLTV Network are the property of UPLTV or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names contained in the UPLTV Materials or on the UPLTV Network (excluding marks related to the Content) are proprietary to UPLTV or its affiliates and/or third-party licensors. Except as expressly authorized by UPLTV, you agree not to sell, license, distribute, copy, modify, publicly perform, publicly display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the UPLTV Materials. UPLTV reserves all rights not expressly granted in these Terms. You shall not acquire any right, title or interest to the UPLTV Materials, except for the limited rights set forth in these Terms.

6. Content

The UPLTV Network works in connection with third party mobile and internet-based applications and advertisements from the UPLTV advertising network. UPLTV is not responsible for the accuracy, integrity, quality, legality, usefulness, safety, or intellectual property rights of or relating to such Content. You further understand and acknowledge that you or your users (if you operate or otherwise run an application or other service that utilizes the UPLTV Network) may be exposed to Third Party Content that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against UPLTV with respect thereto. UPLTV does not endorse any Content or any opinion, recommendation, or advice expressed therein. Under no circumstances will UPLTV be liable in any way for or in connection with any Content, including, but not limited to, for any inaccuracies, errors or omissions in any Content, any intellectual property infringement with regard to any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise displayed or transmitted via the UPLTV Network. By accessing or using any Content through or in conjunction with the UPLTV Network, you, on behalf of yourself and your users, waive any and all claims against UPLTV that you may have arising out of or relating to such Content. Your options regarding the Content, if offended or otherwise dissatisfied, are to cease using the UPLTV Network and/or to notify UPLTV’s customer service department with your concerns. UPLTV customer service has no obligation to investigate any complaints with regard to Content that are not imposed by the laws of the People’s Republic of China or other applicable jurisdiction.

7. Prohibited Uses

7.1 As a condition of your use of the UPLTV Network, you hereby represent and warrant that you will not use the UPLTV Network for any purpose that is unlawful or prohibited (including, without limitation, the prohibitions in this Section 7) by these Terms. Users are responsible for complying with all local rules, laws, and regulations including, without limitation, rules about intellectual property rights, gaming, the internet, technology, data, email, or privacy.

7.2 You agree not to reproduce, duplicate, copy, sell, trade, resell, distribute or exploit, any portion of the UPLTV Network, use of the UPLTV Network, access to the UPLTV Network, or Third Party Content obtained through the UPLTV Network, for any purpose other than for your for serving advertisements to users of the applications, games, sites, and other services that are part of the UPLTV Network.

7.3 You agree not to defame, harass, abuse, threaten, stalk or defraud other Users of the UPLTV Network, or collect, or attempt to collect, personal information about users or third parties of the applications, games, sites or other services using the UPLTV Network without their consent.

7.4 You agree not to intentionally interfere with or damage, impair or disable the operation of the UPLTV Network or any user’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, worms, spyware, adware or other malicious code.

7.5 You agree not to remove, circumvent, disable, damage or otherwise interfere with any security-related features of the UPLTV Network, features that prevent or restrict the use or copying of any part of the UPLTV Network, or features that enforce limitations on the use of the UPLTV Network.

7.6 You agree not to attempt to gain unauthorized access to the UPLTV Network, or any part of it, other accounts, computer systems or networks connected to the UPLTV Network, or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the UPLTV Network or any activities conducted on the UPLTV Network.

7.7 You agree not to obtain or attempt to obtain any materials or information through any means not intentionally made available through the UPLTV Network. You agree neither to modify the UPLTV Network in any manner or form, nor to use modified versions of the UPLTV Network, including (without limitation) for the purpose of obtaining unauthorized access to the UPLTV Network.

7.8 You agree that you will not use any robot, spider, scraper, or other automated means to access the UPLTV Network for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the UPLTV Network.

7.9 You agree not to utilize framing techniques to enclose any trademark, logo, or other UPLTV Materials without our express written consent. You agree not to use any meta tags or any other “hidden text” utilizing UPLTV’s name or trademarks without our express written consent.

7.10 You agree not to deep-link to the UPLTV Network and will promptly remove any links that UPLTV finds objectionable in its sole discretion. You agree not to use any UPLTV logos, graphics, or trademarks as part of the link without our express written consent.

7.11 You agree not to make unsolicited offers, advertisements, proposals, or send junk mail or spam to other users of the UPLTV Network unless you have agreed to an advertising agreement with UPLTV that permits this activity. This includes, but is not limited to, unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures.

7.12 You agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the UPLTV Network or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

7.13 You agree not to modify, adapt, translate or create derivative works based upon the UPLTV Network or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

7.14 You agree not to impersonate another person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity.

7.16 You agree not to rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer any of the licenses granted herein or any UPLTV Materials.

7.17 You agree not to manipulate, abuse, or display behavior that may be interpreted as the use of unfair methods with respect to the UPLTV Network in any way, including, but not limited to, the opening and/or use of multiple accounts and the use of unauthorized or altered software or hardware.

8. Account Information

In order to access the UPLTV Network, you will have to create an account. You hereby represent and warrant that the information you provide to UPLTV upon registration and, at all other times, will be true, accurate, current, and complete. You also hereby represent and warrant that you will ensure that this information is kept accurate and up-to-date at all times. You acknowledge, consent and agree that UPLTV may access, preserve and disclose your account information and data if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to (a) comply with legal process; (b) enforce the Terms; (c) to respond to your requests for customer service; or (d) protect the rights, property or personal safety of UPLTV, its Users and the public.

9. Password

When you register you will be asked to provide a password. As you will be responsible for all activities that occur under your password, you should keep your password confidential. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of your account ID or password), you will immediately notify UPLTV. You may be liable for the losses incurred by UPLTV or others due to any unauthorized use of your account.

10. Dealings with Advertisers

Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the UPLTV Network and other Content are solely between you and such advertiser. YOU AGREE THAT UPLTV WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS ON THE UPLTV NETWORK.

11. Availability of Service

UPLTV may make changes to or discontinue any of the Content, media, web communities, The media, products, or services on the UPLTV Network may be out of date, and UPLTV makes no commitment to update these materials on the UPLTV Network.

11. In the Event of Merger or Sale:

UPLTV may make changes to or discontinue any of the Content, media, web communities, The media, products, or services on the UPLTV Network may be out of date, and UPLTV makes no commitment to update these materials on the UPLTV Network.

12. Terms of Use Violations; Termination

12.1 UPLTV. You agree that UPLTV, in its sole discretion and for any or no reason, may terminate any user or user account (or any part thereof) you may have on the UPLTV Network or your use of the UPLTV Network, and remove and discard all or any part of your account, at any time, with or without notice. UPLTV may also in its sole discretion and at any time discontinue providing access to the UPLTV Network, or any part thereof, with or without notice. You agree that any termination of your access to the UPLTV Network or any account you may have or portion thereof may be effected without prior notice, and you agree that UPLTV shall not be liable to you or any third-party for any such termination, including for the unavailability of any Content. UPLTV does not permit unlawful, infringing, fraudulent or otherwise illegitimate activities on the UPLTV Network, and reserves the right to terminate access to the UPLTV Network, or halt, suspend, or terminate prizes (whether proposed, pending or past) in cases of actual or suspected fraud, violations of these Terms or other laws or regulations. Any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies UPLTV may have at law or in equity.

12.2 User. If you are dissatisfied with the UPLTV Network, then please let us know by e-mailing us at support@UPLTV.com. Your only remedy with respect to any dissatisfaction with (i) the UPLTV Network, (ii) any term of these Terms, (iii) any policy or practice of UPLTV in operating the UPLTV Network, or (iv) any Content or information transmitted through the UPLTV Network, is to terminate your use of the UPLTV Network. You may terminate your use by closing your account, discontinuing your use of any and all parts of the UPLTV Network, or providing UPLTV with notice of termination at support@UPLTV.com.

13. Indemnification

You agree to indemnify and hold harmless UPLTV, and its parent, subsidiaries, affiliates or any related companies (including those which share substantially common ownership), its suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of any of them from any and all claims, losses, obligations, damages, liabilities, costs or debt and expenses (including attorney’s fees) arising out of (i) your use or misuse of the UPLTV Network; (ii) your breach or other violation of these Terms including any representations, warranties and covenants herein; (iii) your violation of the rights of any other person or entity, including, but not limited to, claims that any submission or comment by you infringes or violates any third party intellectual property rights, including any claims for the payment of so-called mechanical royalties, public performance royalties, or any other royalties claimed by any owner of any rights in any submission or comment. UPLTV reserves 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 with our defense of these claims. You agree not to settle any matter without the prior written consent of UPLTV. UPLTV will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

14. Disclaimers; No Warranties

14.1 General. YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION 14, THE TERM UPLTV INCLUDES UPLTV’S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, SUPPLIERS, LICENSORS, AFFILIATES AND SUBCONTRACTORS.

14.2 No warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, UPLTV, AND ITS AFFILIATES, PARTNERS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM UPLTV OR THROUGH THE UPLTV NETWORK WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

14.3 “As is” and “As available” and “With All Faults.” YOU EXPRESSLY AGREE THAT THE USE OF THE UPLTV NETWORK IS AT YOUR SOLE RISK. THE UPLTV NETWORK (FOR CLARITY, INCLUDING WITHOUT LIMITATION ANY CONTESTS, INFORMATION, STATISTICS AND OTHER CONTENT PROVIDED BY UPLTV), USER SUBMISSIONS AND ANY THIRD-PARTY MEDIA, CONTENT, SOFTWARE, SERVICES OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE UPLTV NETWORK ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”, “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. 14.4 Platform Operation and Content. UPLTV, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT THAT THE UPLTV MATERIALS, CONTENT, UPLTV NETWORK, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE UPLTV NETWORK OR ANY LINKED APPLICATIONS, ADVERTISEMENTS, OR SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. UPLTV MAKES NO REPRESENTATIONS OR WARRANTIES, IMPLICIT OR EXPLICIT, AS TO YOUR LEGAL RIGHT TO PARTICIPATE IN ANY CONTEST OFFERED ON THE UPLTV NETWORK NOR SHALL ANY PERSON AFFILIATED, OR CLAIMING AFFILIATION, WITH UPLTV HAVE AUTHORITY TO MAKE ANY SUCH REPRESENTATIONS OR WARRANTIES.

14.5 Harm to Your Computer. YOU UNDERSTAND AND AGREE THAT YOUR USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE UPLTV NETWORK (INCLUDING RSS FEEDS) OR ANY REFERENCE SITES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.

15. Limitation of Liability and Damages

15.1 Limitation of Liability. UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL UPLTV OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA OR USE OR COST OF COVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OR THE INABILITY TO USE THE UPLTV MATERIALS AND CONTENT ON THE UPLTV NETWORK OR ANY REFERENCE SITES, THE UPLTV NETWORK ITSELF, OR ANY OTHER INTERACTIONS WITH UPLTV, EVEN IF UPLTV OR A UPLTV AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, UPLTV’S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

15.2 Limitation of Damages. IN NO EVENT SHALL UPLTV OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS, LICENSORS OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE UPLTV NETWORK (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE) EXCEED THE GREATER OF THE AMOUNT OF (A) ONE HUNDRED DOLLARS OR (B) THE AMOUNT OF FEES, IF ANY, YOU HAVE PAID UPLTV IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY. .

15.3 Limitations by Applicable Law. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES.IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THIS TERMS OF SERVICE APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED.

15.4 Basis of the Bargain. YOU ACKNOWLEDGE AND AGREE THAT UPLTV HAS OFFERED ITS PRODUCTS AND SERVICES, SET ITS PRICES AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND UPLTV, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND UPLTV. YOU ACKNOWLEDGE AND AGREE THAT UPLTV WOULD NOT BE ABLE TO PROVIDE THE UPLTV NETWORK TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

16. Digital Millennium Copyright Act

16.1 General. UPLTV respects the rights of copyright owners. Infringing content may not be submitted to the UPLTV Network by any user or third party.

16.2 Copyright Ownership. If you upload any content, including application, game, advertisement, site, video, image, audio, service or other submission, that contains a work eligible for protection under applicable intellectual property laws, you must be the owner of such works or have all required rights, licenses, consents, and permissions to use such works on the UPLTV Network and grant the rights contained in these Terms. Your failure to own or obtain such rights may subject you to liability.

16.3 Copyright Owner Rights. If you are a copyright owner or an agent thereof, and you believe any content submitted to and hosted on the UPLTV Network infringes your copyrights, then you may submit a notification pursuant to the Digital Millennium Copyright Act (” DMCA “) by providing UPLTV’s Designated Copyright Agent with the following information in writing:

  • a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the UPLTV Network are covered by a single notification, a representative list of such works on the UPLTV Network;
  • identification of the material that is claimed to be infringing 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 UPLTV to locate the material;
  • information reasonably sufficient to permit UPLTV to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
  • a statement that the complaining party has 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 (for example, “I am under the good faith belief that the use of the copyrighted content that is identified herein is not authorized by the copyright owner, its agent, or the law.”); and
  • a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed (for example, “I swear, under penalty of perjury, that the information in this notification is accurate and that I am the copyright owner, or authorized to act on behalf of the copyright owner, of the copyright(s) that is/are allegedly infringed by the aforementioned content.”). Please consult your legal counsel (or see 17 U.S.C. § 512) to confirm these requirements and your compliance therewith. It is UPLTV’s policy to respond to notices of alleged infringement that comply with the DMCA. In addition, UPLTV will promptly terminate without notice the accounts of Users that are determined by UPLTV to be “repeat infringers.” If UPLTV receives more than three takedown notices regarding a User’s User Submissions, then that User will be considered a repeat infringer and their account will be terminated. UPLTV’s Designated Copyright Agent to receive notifications and counter-notifications of claimed infringement can be reached as follows: Attention: By electronic mail at copyright@UPLTV.com. For clarity, only DMCA notices should go to the Designated Copyright Agent. Any other feedback, comments, requests for technical support or other communications should be directed to UPLTV customer service through legal@UPLTV.com. You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid. Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
    16.4 Counter Notification. If you believe that your comment or other submission that 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 law, to submit the comment or submission to the UPLTV Network, then you may send a counter notification containing the following information to UPLTV’s designated Copyright Agent:
  • Your physical or electronic signature
  • Identification of the comment or submission that was removed or to which access has been disabled and the location at which the content appeared before it was removed or access to it was disabled;
  • A statement under penalty of perjury that you have a good faith belief that your comment or submission was removed or disabled as a result of mistake or misidentification of the comment or submission to be removed or disabled; and
  • Your name, address, telephone number, and e-mail address 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 the Copyright Agent, then UPLTV may send a copy of the counter notice to the original complaining party informing that person or entity that UPLTV may replace the removed comment or submission or cease disabling access to it in ten business days. Unless the copyright owner files an action seeking a court order against the User submitting the comment or submission, the removed comment or submission may be replaced, or access to it restored, in ten to fourteen business days or more after receipt of the counter notice, at UPLTV’s sole discretion.

17. Miscellaneous

17.1 Notice. UPLTV may provide you with notices, including those regarding changes to UPLTV’s Terms, by email, regular mail or postings on the UPLTV Network. Notice will be deemed given twenty-four hours after email is sent, unless UPLTV is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to a postal address, if provided by you through the UPLTV Network. In such case, notice will be deemed given three days after the date of mailing.

17.2 Governing Law. These Terms shall be governed by and construed in accordance with the laws of the People’s Republic of China, without giving effect to any principles of conflicts of law.

17.3 Dispute Resolution. Generally, if a dispute arises between UPLTV and you, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and UPLTV agree that the parties will resolve any claim or controversy that arises out of this Agreement or the UPLTV Network (a “Claim”) in accordance with one of the subsections below or as you and we otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.YOU AND UPLTV AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE UPLTV NETWORK MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES.OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED

17.4 Forum. You agree that any claim or dispute you may have against UPLTV must be resolved by binding individual arbitration with an accredited arbitration agency featuring no less than three (3) arbitrators chosen in accordance with the rules of arbitration of the selected agency.

17.5 Waiver. A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of UPLTV to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.

17.6 Severability. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

17.7 Assignment. The Terms and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by UPLTV without restriction. Any assignment attempted to be made in violation of these Terms shall be void

17.8 No Agency. You agree that no joint venture, partnership, employment, or agency relationship exists between you and UPLTV as a result of these Terms or use of the UPLTV Network. You further acknowledge that by submitting User Submissions or other Content, no confidential, fiduciary, and contractually implied or other relationship is created between you and UPLTV other than pursuant to these Terms.

17.9 Survival. Upon termination of these Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, the Sections entitled “Privacy Policy” (Section 2), “Ownership; Proprietary Rights” (Section 5), ” Content” (Section 6), “Password” (Section 9), “Dealings with Advertisers” (Section 10), “Indemnification” (Section 13), “Disclaimers; No Warranties” (Section 14), “Limitation of Liability and Damages” (Section 15), and “Miscellaneous” (Section 17).

17.10 Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and shall not be deemed to limit or affect any of the provisions hereof.

17.11 Entire Agreement. This is the entire agreement between you and UPLTV relating to the subject matter herein and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter. The Agreement shall not be modified except in a writing, signed by both parties, or by a change to these Terms made by UPLTV as set forth in Section 3 above.

17.12 Disclosures. The services hereunder are offered by UPLTV, Inc., located at: 500 Shengxia Road, Building 2, 5th Floor, Shanghai, China.

UP Your LTV

Optimize your LTV without sacrificing retention with our advanced trigger logic.

GET STARTED

Terms of Service

Last updated: September 22, 2014

Avid.ly, INC.

UPLTV PUBLISHER TERMS OF SERVICE

Introduction

Thank you for using Dataverse Co., Limited’s (” upltv“) website and network.

The following Terms of Service for the UPLTV Network is a legal contract between you (a ” User “), and Dataverse Co., Limited regarding your use of the UPLTV Network. The UPLTV Network works with the applications users use on the internet or mobile platforms published by third party developers and publishers and with the advertisements created and published by third parties (collectively ” Content “). UPLTV takes no responsibility for any of the Content provided by third parties in connection with its operation of the UPLTV Network.


BEFORE USING THE UPLTV NETWORK, PLEASE READ CAREFULLY THE FOLLOWING CONDITIONS AND TERMS. BY REGISTERING FOR OR ACCESSING, BROWSING, AND USING THE UPLTV NETWORK, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS, INCLUDING ANY ADDITIONAL GUIDELINES THAT MAY BE ADOPTED FROM TIME TO TIME, AND ANY FUTURE MODIFICATIONS THAT MAY BE MADE BY UPLTV IN ITS SOLE DISCRETION (COLLECTIVELY, THE ” TERMS “). IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD IMMEDIATELY TERMINATE YOUR USE OF THE UPLTV NETWORK. NOTE TO CHILDREN UNDER 13 YEARS OF AGE : THE UPLTV NETWORK IS NOT FOR PERSONS UNDER THE AGE OF 13. IF YOU ARE UNDER 13 YEARS OF AGE, PLEASE DO NOT USE THE UPLTV NETWORK.

The Terms include the following documents:

  • 1. These Terms of Service
  • 2. The UPLTV Privacy Policy
  • 3. The UPLTV SDK (for Developers only)
  • 4. The UPLTV Advertisement Agreement (for Advertisers only)
  • 5. Any Updates

Because UPLTV and the law are constantly evolving, the Terms may be updated from time to time at UPLTV’s discretion. If, at any time, you do not accept the updated Terms, your sole option is to cease using the UPLTV Network and any other services, products, applications, or other offerings from UPLTV.

1. Eligibility

You represent that you are 18 years of age or older and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms and to abide by and comply with these Terms. In any case, you affirm that you are over the age of 13, as the UPLTV Network is not intended for children under the age of 13. If you are using or opening an account on the UPLTV Network on behalf of a company, entity, or organization (collectively ” Subscribing Organization “), then you represent and warrant that you: (1) are an authorized representative of that Subscribing Organization with the authority to bind such organization to these Terms and (2) agree to be bound by these Terms on behalf of such Subscribing Organization.

2. Privacy Policy

Privacy is important to UPLTV. UPLTV’s Privacy Policy, available here, is incorporated into these Terms by reference. Please read the Privacy Policy carefully for details relating to the collection, use, and disclosure of information.

3. Modification of the Terms

UPLTV reserves the right, in its sole discretion, to change, modify, add, or remove portions of these Terms at any time and from time to time without specific notice to you other than through posting such modified terms on the Website. Please check these Terms periodically for changes. The most current and controlling Terms are linked to the UPLTV Network and/or posted on the UPLTV website and indicate the date last modified. Your continued use of the UPLTV Network after the posting of changes constitutes your binding acceptance of such changes.

4. UPLTV Network Access

4.1 Access. UPLTV grants you permission to use the UPLTV Network as set forth in these Terms, provided that: (i) you do not copy, publicly display or distribute any part of the UPLTV Network in any medium without UPLTV’s prior written authorization; (ii) you do not alter or modify any part of the UPLTV Network other than as may be reasonably necessary to use the UPLTV Network for its intended purposes; (iii) you do not engage in any of the prohibited uses described below; and (iv) you will otherwise fully comply with these Terms.
You shall not:

  • create any account for anyone other than yourself or your Subscribing Organization without permission;
  • use a user name that is the name of another person with the intent to impersonate that person;
  • use a user name or account that is subject to any rights of a person other than you without appropriate authorization;
  • use a user name that is a name that is otherwise offensive, vulgar or obscene or otherwise unlawful.

The UPLTV Network is controlled and offered by UPLTV from its facilities in the People’s Republic of China. UPLTV makes no representations that the UPLTV Network is appropriate or available for use in other locations, and access to the UPLTV Network from territories where the Content of the UPLTV Network may be illegal is prohibited. Those who access or use the UPLTV Network from other jurisdictions do so at their own risk and are solely responsible for compliance with local laws.

4.2 Fees. Certain functions on the UPLTV Network may now or in the future have fees associated with them. When you use a function that has a fee you will have an opportunity to review and accept the fees that you will be charged based on our stated fees, which we may change from time to time. UPLTV may choose to temporarily change the fees for UPLTV’s services for promotional events or new services, and such changes are effective immediately. Unless otherwise stated, all fees are in U.S. Dollars.

4.3 Third-Party Access. Certain UPLTV services require that UPLTV access third-party APIs on your behalf. You agree to allow UPLTV to access third-party APIs on behalf of you (and not as UPLTV).

5. Ownership; Proprietary Rights

The UPLTV Network is owned and operated by UPLTV. The content, visual interfaces, interactive features, information, graphics, design, compilation, computer code, products, software, services, and all other elements of the UPLTV Network that are provided by UPLTV (” UPLTV Materials “) are protected by the People’s Republic of China copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. UPLTV Materials do not include Content, as defined above, or any other content owned by and submitted by Users to the UPLTV Network. All UPLTV Materials contained on the UPLTV Network are the property of UPLTV or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names contained in the UPLTV Materials or on the UPLTV Network (excluding marks related to the Content) are proprietary to UPLTV or its affiliates and/or third-party licensors. Except as expressly authorized by UPLTV, you agree not to sell, license, distribute, copy, modify, publicly perform, publicly display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the UPLTV Materials. UPLTV reserves all rights not expressly granted in these Terms. You shall not acquire any right, title or interest to the UPLTV Materials, except for the limited rights set forth in these Terms.

6. Content

The UPLTV Network works in connection with third party mobile and internet-based applications and advertisements from the UPLTV advertising network. UPLTV is not responsible for the accuracy, integrity, quality, legality, usefulness, safety, or intellectual property rights of or relating to such Content. You further understand and acknowledge that you or your users (if you operate or otherwise run an application or other service that utilizes the UPLTV Network) may be exposed to Third Party Content that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against UPLTV with respect thereto. UPLTV does not endorse any Content or any opinion, recommendation, or advice expressed therein. Under no circumstances will UPLTV be liable in any way for or in connection with any Content, including, but not limited to, for any inaccuracies, errors or omissions in any Content, any intellectual property infringement with regard to any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise displayed or transmitted via the UPLTV Network. By accessing or using any Content through or in conjunction with the UPLTV Network, you, on behalf of yourself and your users, waive any and all claims against UPLTV that you may have arising out of or relating to such Content. Your options regarding the Content, if offended or otherwise dissatisfied, are to cease using the UPLTV Network and/or to notify UPLTV’s customer service department with your concerns. UPLTV customer service has no obligation to investigate any complaints with regard to Content that are not imposed by the laws of the People’s Republic of China or other applicable jurisdiction.

7. Prohibited Uses

7.1 As a condition of your use of the UPLTV Network, you hereby represent and warrant that you will not use the UPLTV Network for any purpose that is unlawful or prohibited (including, without limitation, the prohibitions in this Section 7) by these Terms. Users are responsible for complying with all local rules, laws, and regulations including, without limitation, rules about intellectual property rights, gaming, the internet, technology, data, email, or privacy.

7.2 You agree not to reproduce, duplicate, copy, sell, trade, resell, distribute or exploit, any portion of the UPLTV Network, use of the UPLTV Network, access to the UPLTV Network, or Third Party Content obtained through the UPLTV Network, for any purpose other than for your for serving advertisements to users of the applications, games, sites, and other services that are part of the UPLTV Network.

7.3 You agree not to defame, harass, abuse, threaten, stalk or defraud other Users of the UPLTV Network, or collect, or attempt to collect, personal information about users or third parties of the applications, games, sites or other services using the UPLTV Network without their consent.

7.4 You agree not to intentionally interfere with or damage, impair or disable the operation of the UPLTV Network or any user’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, worms, spyware, adware or other malicious code.

7.5 You agree not to remove, circumvent, disable, damage or otherwise interfere with any security-related features of the UPLTV Network, features that prevent or restrict the use or copying of any part of the UPLTV Network, or features that enforce limitations on the use of the UPLTV Network.

7.6 You agree not to attempt to gain unauthorized access to the UPLTV Network, or any part of it, other accounts, computer systems or networks connected to the UPLTV Network, or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the UPLTV Network or any activities conducted on the UPLTV Network.

7.7 You agree not to obtain or attempt to obtain any materials or information through any means not intentionally made available through the UPLTV Network. You agree neither to modify the UPLTV Network in any manner or form, nor to use modified versions of the UPLTV Network, including (without limitation) for the purpose of obtaining unauthorized access to the UPLTV Network.

7.8 You agree that you will not use any robot, spider, scraper, or other automated means to access the UPLTV Network for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the UPLTV Network.

7.9 You agree not to utilize framing techniques to enclose any trademark, logo, or other UPLTV Materials without our express written consent. You agree not to use any meta tags or any other “hidden text” utilizing UPLTV’s name or trademarks without our express written consent.

7.10 You agree not to deep-link to the UPLTV Network and will promptly remove any links that UPLTV finds objectionable in its sole discretion. You agree not to use any UPLTV logos, graphics, or trademarks as part of the link without our express written consent.

7.11 You agree not to make unsolicited offers, advertisements, proposals, or send junk mail or spam to other users of the UPLTV Network unless you have agreed to an advertising agreement with UPLTV that permits this activity. This includes, but is not limited to, unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures.

7.12 You agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the UPLTV Network or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

7.13 You agree not to modify, adapt, translate or create derivative works based upon the UPLTV Network or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

7.14 You agree not to impersonate another person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity.

7.16 You agree not to rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer any of the licenses granted herein or any UPLTV Materials.

7.17 You agree not to manipulate, abuse, or display behavior that may be interpreted as the use of unfair methods with respect to the UPLTV Network in any way, including, but not limited to, the opening and/or use of multiple accounts and the use of unauthorized or altered software or hardware.

8. Account Information

In order to access the UPLTV Network, you will have to create an account. You hereby represent and warrant that the information you provide to UPLTV upon registration and, at all other times, will be true, accurate, current, and complete. You also hereby represent and warrant that you will ensure that this information is kept accurate and up-to-date at all times. You acknowledge, consent and agree that UPLTV may access, preserve and disclose your account information and data if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to (a) comply with legal process; (b) enforce the Terms; (c) to respond to your requests for customer service; or (d) protect the rights, property or personal safety of UPLTV, its Users and the public.

9. Password

When you register you will be asked to provide a password. As you will be responsible for all activities that occur under your password, you should keep your password confidential. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of your account ID or password), you will immediately notify UPLTV. You may be liable for the losses incurred by UPLTV or others due to any unauthorized use of your account.

10. Dealings with Advertisers

Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the UPLTV Network and other Content are solely between you and such advertiser. YOU AGREE THAT UPLTV WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS ON THE UPLTV NETWORK.

11. Availability of Service

UPLTV may make changes to or discontinue any of the Content, media, web communities, The media, products, or services on the UPLTV Network may be out of date, and UPLTV makes no commitment to update these materials on the UPLTV Network.

11. In the Event of Merger or Sale:

UPLTV may make changes to or discontinue any of the Content, media, web communities, The media, products, or services on the UPLTV Network may be out of date, and UPLTV makes no commitment to update these materials on the UPLTV Network.

12. Terms of Use Violations; Termination

12.1 UPLTV. You agree that UPLTV, in its sole discretion and for any or no reason, may terminate any user or user account (or any part thereof) you may have on the UPLTV Network or your use of the UPLTV Network, and remove and discard all or any part of your account, at any time, with or without notice. UPLTV may also in its sole discretion and at any time discontinue providing access to the UPLTV Network, or any part thereof, with or without notice. You agree that any termination of your access to the UPLTV Network or any account you may have or portion thereof may be effected without prior notice, and you agree that UPLTV shall not be liable to you or any third-party for any such termination, including for the unavailability of any Content. UPLTV does not permit unlawful, infringing, fraudulent or otherwise illegitimate activities on the UPLTV Network, and reserves the right to terminate access to the UPLTV Network, or halt, suspend, or terminate prizes (whether proposed, pending or past) in cases of actual or suspected fraud, violations of these Terms or other laws or regulations. Any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies UPLTV may have at law or in equity.

12.2 User. If you are dissatisfied with the UPLTV Network, then please let us know by e-mailing us at support@UPLTV.com. Your only remedy with respect to any dissatisfaction with (i) the UPLTV Network, (ii) any term of these Terms, (iii) any policy or practice of UPLTV in operating the UPLTV Network, or (iv) any Content or information transmitted through the UPLTV Network, is to terminate your use of the UPLTV Network. You may terminate your use by closing your account, discontinuing your use of any and all parts of the UPLTV Network, or providing UPLTV with notice of termination at support@UPLTV.com.

13. Indemnification

You agree to indemnify and hold harmless UPLTV, and its parent, subsidiaries, affiliates or any related companies (including those which share substantially common ownership), its suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of any of them from any and all claims, losses, obligations, damages, liabilities, costs or debt and expenses (including attorney’s fees) arising out of (i) your use or misuse of the UPLTV Network; (ii) your breach or other violation of these Terms including any representations, warranties and covenants herein; (iii) your violation of the rights of any other person or entity, including, but not limited to, claims that any submission or comment by you infringes or violates any third party intellectual property rights, including any claims for the payment of so-called mechanical royalties, public performance royalties, or any other royalties claimed by any owner of any rights in any submission or comment. UPLTV reserves 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 with our defense of these claims. You agree not to settle any matter without the prior written consent of UPLTV. UPLTV will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

14. Disclaimers; No Warranties

14.1 General. YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION 14, THE TERM UPLTV INCLUDES UPLTV’S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, SUPPLIERS, LICENSORS, AFFILIATES AND SUBCONTRACTORS.

14.2 No warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, UPLTV, AND ITS AFFILIATES, PARTNERS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM UPLTV OR THROUGH THE UPLTV NETWORK WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

14.3 “As is” and “As available” and “With All Faults.” YOU EXPRESSLY AGREE THAT THE USE OF THE UPLTV NETWORK IS AT YOUR SOLE RISK. THE UPLTV NETWORK (FOR CLARITY, INCLUDING WITHOUT LIMITATION ANY CONTESTS, INFORMATION, STATISTICS AND OTHER CONTENT PROVIDED BY UPLTV), USER SUBMISSIONS AND ANY THIRD-PARTY MEDIA, CONTENT, SOFTWARE, SERVICES OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE UPLTV NETWORK ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”, “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. 14.4 Platform Operation and Content. UPLTV, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT THAT THE UPLTV MATERIALS, CONTENT, UPLTV NETWORK, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE UPLTV NETWORK OR ANY LINKED APPLICATIONS, ADVERTISEMENTS, OR SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. UPLTV MAKES NO REPRESENTATIONS OR WARRANTIES, IMPLICIT OR EXPLICIT, AS TO YOUR LEGAL RIGHT TO PARTICIPATE IN ANY CONTEST OFFERED ON THE UPLTV NETWORK NOR SHALL ANY PERSON AFFILIATED, OR CLAIMING AFFILIATION, WITH UPLTV HAVE AUTHORITY TO MAKE ANY SUCH REPRESENTATIONS OR WARRANTIES.

14.5 Harm to Your Computer. YOU UNDERSTAND AND AGREE THAT YOUR USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE UPLTV NETWORK (INCLUDING RSS FEEDS) OR ANY REFERENCE SITES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.

15. Limitation of Liability and Damages

15.1 Limitation of Liability. UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL UPLTV OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA OR USE OR COST OF COVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OR THE INABILITY TO USE THE UPLTV MATERIALS AND CONTENT ON THE UPLTV NETWORK OR ANY REFERENCE SITES, THE UPLTV NETWORK ITSELF, OR ANY OTHER INTERACTIONS WITH UPLTV, EVEN IF UPLTV OR A UPLTV AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, UPLTV’S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

15.2 Limitation of Damages. IN NO EVENT SHALL UPLTV OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS, LICENSORS OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE UPLTV NETWORK (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE) EXCEED THE GREATER OF THE AMOUNT OF (A) ONE HUNDRED DOLLARS OR (B) THE AMOUNT OF FEES, IF ANY, YOU HAVE PAID UPLTV IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY. .

15.3 Limitations by Applicable Law. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES.IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THIS TERMS OF SERVICE APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED.

15.4 Basis of the Bargain. YOU ACKNOWLEDGE AND AGREE THAT UPLTV HAS OFFERED ITS PRODUCTS AND SERVICES, SET ITS PRICES AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND UPLTV, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND UPLTV. YOU ACKNOWLEDGE AND AGREE THAT UPLTV WOULD NOT BE ABLE TO PROVIDE THE UPLTV NETWORK TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

16. Digital Millennium Copyright Act

16.1 General. UPLTV respects the rights of copyright owners. Infringing content may not be submitted to the UPLTV Network by any user or third party.

16.2 Copyright Ownership. If you upload any content, including application, game, advertisement, site, video, image, audio, service or other submission, that contains a work eligible for protection under applicable intellectual property laws, you must be the owner of such works or have all required rights, licenses, consents, and permissions to use such works on the UPLTV Network and grant the rights contained in these Terms. Your failure to own or obtain such rights may subject you to liability.

16.3 Copyright Owner Rights. If you are a copyright owner or an agent thereof, and you believe any content submitted to and hosted on the UPLTV Network infringes your copyrights, then you may submit a notification pursuant to the Digital Millennium Copyright Act (” DMCA “) by providing UPLTV’s Designated Copyright Agent with the following information in writing:

  • a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the UPLTV Network are covered by a single notification, a representative list of such works on the UPLTV Network;
  • identification of the material that is claimed to be infringing 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 UPLTV to locate the material;
  • information reasonably sufficient to permit UPLTV to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
  • a statement that the complaining party has 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 (for example, “I am under the good faith belief that the use of the copyrighted content that is identified herein is not authorized by the copyright owner, its agent, or the law.”); and
  • a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed (for example, “I swear, under penalty of perjury, that the information in this notification is accurate and that I am the copyright owner, or authorized to act on behalf of the copyright owner, of the copyright(s) that is/are allegedly infringed by the aforementioned content.”). Please consult your legal counsel (or see 17 U.S.C. § 512) to confirm these requirements and your compliance therewith. It is UPLTV’s policy to respond to notices of alleged infringement that comply with the DMCA. In addition, UPLTV will promptly terminate without notice the accounts of Users that are determined by UPLTV to be “repeat infringers.” If UPLTV receives more than three takedown notices regarding a User’s User Submissions, then that User will be considered a repeat infringer and their account will be terminated. UPLTV’s Designated Copyright Agent to receive notifications and counter-notifications of claimed infringement can be reached as follows: Attention: By electronic mail at copyright@UPLTV.com. For clarity, only DMCA notices should go to the Designated Copyright Agent. Any other feedback, comments, requests for technical support or other communications should be directed to UPLTV customer service through legal@UPLTV.com. You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid. Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
    16.4 Counter Notification. If you believe that your comment or other submission that 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 law, to submit the comment or submission to the UPLTV Network, then you may send a counter notification containing the following information to UPLTV’s designated Copyright Agent:
  • Your physical or electronic signature
  • Identification of the comment or submission that was removed or to which access has been disabled and the location at which the content appeared before it was removed or access to it was disabled;
  • A statement under penalty of perjury that you have a good faith belief that your comment or submission was removed or disabled as a result of mistake or misidentification of the comment or submission to be removed or disabled; and
  • Your name, address, telephone number, and e-mail address 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 the Copyright Agent, then UPLTV may send a copy of the counter notice to the original complaining party informing that person or entity that UPLTV may replace the removed comment or submission or cease disabling access to it in ten business days. Unless the copyright owner files an action seeking a court order against the User submitting the comment or submission, the removed comment or submission may be replaced, or access to it restored, in ten to fourteen business days or more after receipt of the counter notice, at UPLTV’s sole discretion.

17. Miscellaneous

17.1 Notice. UPLTV may provide you with notices, including those regarding changes to UPLTV’s Terms, by email, regular mail or postings on the UPLTV Network. Notice will be deemed given twenty-four hours after email is sent, unless UPLTV is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to a postal address, if provided by you through the UPLTV Network. In such case, notice will be deemed given three days after the date of mailing.

17.2 Governing Law. These Terms shall be governed by and construed in accordance with the laws of the People’s Republic of China, without giving effect to any principles of conflicts of law.

17.3 Dispute Resolution. Generally, if a dispute arises between UPLTV and you, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and UPLTV agree that the parties will resolve any claim or controversy that arises out of this Agreement or the UPLTV Network (a “Claim”) in accordance with one of the subsections below or as you and we otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.YOU AND UPLTV AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE UPLTV NETWORK MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES.OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED

17.4 Forum. You agree that any claim or dispute you may have against UPLTV must be resolved by binding individual arbitration with an accredited arbitration agency featuring no less than three (3) arbitrators chosen in accordance with the rules of arbitration of the selected agency.

17.5 Waiver. A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of UPLTV to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.

17.6 Severability. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

17.7 Assignment. The Terms and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by UPLTV without restriction. Any assignment attempted to be made in violation of these Terms shall be void

17.8 No Agency. You agree that no joint venture, partnership, employment, or agency relationship exists between you and UPLTV as a result of these Terms or use of the UPLTV Network. You further acknowledge that by submitting User Submissions or other Content, no confidential, fiduciary, and contractually implied or other relationship is created between you and UPLTV other than pursuant to these Terms.

17.9 Survival. Upon termination of these Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, the Sections entitled “Privacy Policy” (Section 2), “Ownership; Proprietary Rights” (Section 5), ” Content” (Section 6), “Password” (Section 9), “Dealings with Advertisers” (Section 10), “Indemnification” (Section 13), “Disclaimers; No Warranties” (Section 14), “Limitation of Liability and Damages” (Section 15), and “Miscellaneous” (Section 17).

17.10 Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and shall not be deemed to limit or affect any of the provisions hereof.

17.11 Entire Agreement. This is the entire agreement between you and UPLTV relating to the subject matter herein and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter. The Agreement shall not be modified except in a writing, signed by both parties, or by a change to these Terms made by UPLTV as set forth in Section 3 above.

17.12 Disclosures. The services hereunder are offered by UPLTV, Inc., located at: 500 Shengxia Road, Building 2, 5th Floor, Shanghai, China.