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Terms of Service

Last Modified: November 21, 2021

UpContent, Inc. (“UpContent”, or “we”) provides our users the ability to take immediate action on content you care about--not just monitoring brand mentions, but driving new, more meaningful conversations. The services offered by UpContent include our software (including any updates, new versions or new releases thereof), including, but not limited to, our website located at upcontent.com (“Site”) and any other services offered by UpContent in connection with the Site (any and all of the foregoing are referred to as the “Services”). The Services do not include any third-party service you may interact with via the Services.

Please read the following terms and conditions (“Terms of Use”) carefully. These Terms of Use govern your access to and use of the Site, Services and UpContent Content (defined below) and set forth the legally binding terms for your use of the Site, Services and UpContent Content.

YOU ACKNOWLEDGE AND AGREE THAT BY ACCESSING OR USING THE UPCONTENT SITE OR SERVICES, OR POSTING OR ACCESSING ANY CONTENT ON THE SITE OR THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE, SERVICES OR UPCONTENT CONTENT.

Modification

UpContent reserves the right, in its sole discretion, to modify, discontinue or terminate the Site or Services or to modify these Terms of Use, at any time and without prior notice. If we modify these Terms of Use, we will post the modification on the Site or otherwise provide you with notice of the modification. By continuing to access or use the Site or Services after we have posted a modification to these Terms of Use or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms of Use. If the modified Terms of Use are not acceptable to you, your only recourse is to cease using the Site and Services. These Terms of Use may only be modified in writing as set forth in this paragraph, and may not be modified orally.

Eligibility and Access

The Site, Services and UpContent Content are intended solely for persons who are 13 or older. Any access to or use of the Site, Services and UpContent Content by anyone under 13 is expressly prohibited. By accessing or using the Site, Services and UpContent Content you represent and warrant that you are 13 or older.

You agree to provide accurate, current and complete information to UpContent in connection with your use of the Site and Services. You will immediately notify UpContent of any unauthorized use and you will not use UpContent to access or use third party services to which you do not have the right to access. UpContent reserves the right to suspend or terminate your access to the Site and Services if any information provided to UpContent in connection with your use of the Site and Services proves to be inaccurate, not current or incomplete.

Third Party Materials and Agreements

You may be able to access or use third-party services, resources, content or information (“Third Party Materials”) via UpContent. By using UpContent to find material on the Internet, you instruct UpContent to present portions of the data sources that you have selected. You acknowledge sole responsibility for and assume all risk arising from your access to or use of any such Third Party Materials and UpContent disclaims any liability that you may incur arising from your access to or use of such Third Party Materials or User Content (defined below) via UpContent. You acknowledge and agree that UpContent: (a) is not responsible for the availability or accuracy of such Third Party Materials or the products or services on or available from such Third Party Materials; (b) has no liability to you or any third party for any harm, injuries or losses suffered as a result of your access to or use of such Third Party Materials; and (c) does not make any promises to remove Third Party Materials from being accessed through the Services. Your ability to access or link to Third Party Materials does not imply any endorsement by UpContent of Third Party Materials or any such third party services.

Privacy

See UpContent’s Privacy Policy located at upcontent.com/privacy_policy for information and notices concerning UpContent’s collection and use of your personal information. If you have any questions about the UpContent Privacy Policy, please contact UpContent at legal@upcontent.com.

Certain types of content are made available through the Site and Services. “UpContent Content” means UpContent proprietary content, including but not limited to, UpContent trademarks and logos, made available through the Site and Services, excluding Third Party Materials.

Ownership

The Site, Services and UpContent Content are protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in these Terms of Use, UpContent and its licensors exclusively own all right, title and interest in and to the Site, Services and UpContent Content, including all associated intellectual property rights. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Services or UpContent Content. UpContent claims no ownership interest in any Third Party Materials and expressly disclaims any liability concerning those materials.

User Content

You retain your rights to any Customer Content you submit, post or display on or through the Services. By making available any User Content through the Site and Services, you hereby grant to UpContent a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such User Content only on, through or by means of the Site and the Services solely for the purposes of providing and supporting the Services. We may also use aggregated information derived in part from your use of the Services for the purposes of enhancing and developing our products and services but will not sell, rent, or otherwise monetize any of that aggregated information.
UpContent does not claim any ownership rights in any such User Content and nothing in these Terms of Use will be deemed to restrict any rights that you may have to use and exploit any such User Content.

You acknowledge and agree that you are solely responsible for all User Content that you make available through the Site or Services. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available through the Site or Services or you have all rights, licenses, consents and releases that are necessary to grant to UpContent the rights in such User Content, as contemplated under these Terms of Use; and (ii) neither the User Content nor your accessing, posting, submission or transmittal of the User Content or UpContent’s use of the User Content (or any portion thereof) on, through or by means of the Site and the Services will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

Copyrighted materials: No Infringing Use

You will not use the Site or Services to offer, display, distribute, transmit, route, provide connections to or store any material that infringes copyrighted works or otherwise violates or promotes the violation of the intellectual property rights of any third party.

UpContent respects the intellectual property rights of others and expects its users to do the same. In accordance with the Digital Millennium Copyright Act of 1998 (“DMCA”), UpContent responds expeditiously to claims of copyright infringement.

If you are a copyright owner, or are authorized to act on behalf of one or authorized to act under any exclusive right under copyright and you wish to send UpContent a notice of alleged copyright infringement, complete the following DMCA Notice of Alleged Infringement and deliver it to UpContent at legal@upcontent.com:

  • Identify the copyrighted work that you claim has been infringed, or - if multiple copyrighted works are covered by this Notice - you may provide a representative list of the copyrighted works that you claim have been infringed.
  • Identify the material you claim is infringing (or to be the subject of infringing activity) that is to be removed or access to which is to be disabled, including at a minimum, if applicable, the URL of the link shown on the website where such material may be found.
  • Provide your mailing address, telephone number, and, if available, email address.
  • Include both of the following statements in the body of the Notice:
  • “I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).”
  • “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
  • Provide your full legal name and your electronic or physical signature.

Copyrighted Materials: Imagery

Your UpContent subscription may provide for the opportunity to modify the image associated with a curated article when presenting the content on your digital properties or social media network profiles.

When modifying the image provided by a publisher of a curated article, you agree that:

  • Content is for digital use only and may not be used for printing.
  • You may not use the content as a trademark for a business.
  • You may not portray a person in a way that may be offensive, including: in connection with adult-oriented services or ads for dating services; in connection with the promotion of tobacco products, in connection with political endorsements; with pornographic; defamatory, unlawful, offensive or immoral content; and as suffering from, or being trated for, a physical or mental ailment.
  • You may only use the content in campaigns and content created on UpContent, and not with other website or content services.
  • Images are to be used only in conjunction with the article in which it is licensed. Any other use could result in a breach of the license or copyright and be subject to penalty.

Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site and Services (“Feedback”). You may submit Feedback by emailing us at legal@upcontent.com. You acknowledge and agree that all Feedback will be the sole and exclusive property of UpContent and you hereby irrevocably assign to UpContent and agree to irrevocably assign to UpContent all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights therein. At UpContent’s request and expense, you will execute documents and take such further acts as UpContent may reasonably request to assist UpContent to acquire, protect, and maintain its intellectual property rights and other legal protections for the Feedback.

General Prohibitions

You agree not to do any of the following while using the Site, Services or UpContent Content:

  • Access, post, submit or transmit any text, graphics, images, software, music, audio, video, information or other material that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, vulgar or offensive; (v) constitutes child pornography or child erotica; (vi) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vii) is violent or threatening or promotes violence or actions that are threatening to any other person; or (viii) promotes illegal or harmful activities or substances (including, but not limited to activities that promote or provide instructional information regarding the manufacture or purchase of illegal weapons or illegal substances).
  • Use, display, mirror, frame or utilize framing techniques to enclose the Site or Services, or any individual element or materials within the Site or Services, UpContent’s name, any UpContent trademark, logo or other proprietary information, the content of any text or the layout and design of any page or form contained on a page, without UpContent’s express written consent;
  • Access, tamper with, or use non-public areas of the Site or Services, UpContent’s computer systems, or the technical delivery systems of UpContent’s providers;
  • Attempt to probe, scan, or test the vulnerability of any UpContent system or network or breach any security or authentication measures;
  • Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by UpContent or any of UpContent’s providers or any other third party (including another user) to protect the Site, Services or UpContent Content;
  • Attempt to access or search the Site, Services or UpContent Content or download UpContent Content from the Site or Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by UpContent or other generally available third party web browsers (such as Microsoft Internet Explorer, Mozilla Firefox, Safari or Opera);
  • Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
  • Use any meta tags or other hidden text or metadata utilizing a UpContent trademark, logo URL or product name without UpContent’s express written consent;
  • Use the Site, Services or UpContent Content for any commercial purpose or the benefit of any third party or in any manner not permitted by these Terms of Use;
  • Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Services or UpContent Content to send altered, deceptive or false source- identifying information;
  • Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services or UpContent Content;
  • Interfere with, or attempt to interfere with, the access of any user, host or network connected to the Site or Services, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site;
  • Collect or store any personally identifiable information from the Site or Services from other users of the Site or Services without their express permission;
  • Impersonate or misrepresent your affiliation with any person or entity;
  • Violate any applicable law or regulation; or
  • Encourage or enable any other individual to do any of the foregoing.

UpContent will have the right to investigate and prosecute violations of any of the above, including intellectual property rights infringement and Site and Services security issues, to the fullest extent of the law. UpContent may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of Use. You acknowledge that UpContent has no obligation to monitor your access to or use of the Site, Services or UpContent Content or to review or edit any User Content, but has the right to do so for the purpose of operating the Site and Services, to ensure your compliance with these Terms of Use, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. UpContent reserves the right, at any time and without prior notice, to remove or disable access to any UpContent Content and any User Content, that UpContent, in its sole discretion, considers to be in violation of these Terms of Use or otherwise harmful to the Site or Services.

Termination

Without limiting other remedies, UpContent may at any time suspend, terminate, or refuse to provide you with access to the Site or Services. In addition, UpContent may notify authorities or take any actions it deems appropriate, without notice to you, if UpContent suspects or determines, in its own discretion, that you may have or there is a significant risk that you have (i) failed to comply with any provision of these Terms of Use or any policies or rules established by UpContent; or (ii) engaged in actions relating to or in the course of using the Site or Services that may be illegal or cause liability, harm, embarrassment, harassment, abuse or disruption for you, UpContent users, UpContent or any other third parties or the Site or Services.

Without limiting any other terms of these Terms of Use, you may stop using the Site and Services at any time. After any termination, you understand and acknowledge that we will have no further obligation to provide the Site or Services and all licenses and other rights granted to you by these Terms of Use will immediately cease. UpContent will not be liable to you or any third party for termination of the Site or Services or termination of your use of either. UPON ANY TERMINATION OR SUSPENSION, ANY CONTENT, MATERIALS OR INFORMATION (INCLUDING USER CONTENT) THAT YOU HAVE SUBMITTED ON THE SITE OR VIA THE SERVICES WILL NO LONGER BE ACCESSIBLE BY YOU VIA THE SERVICES THEREAFTER.

Any suspension, termination or cancellation will not affect your obligations to UpContent under these Terms of Use (including, without limitation, proprietary rights and ownership, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension, termination or cancellation.

Disclaimers

THE SITE, SERVICES, UPCONTENT CONTENT, THIRD PARTY MATERIALS AND USER CONTENT ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, UPCONTENT EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON- INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. UpContent MAKES NO WARRANTY THAT THE SITE, SERVICES, UPCONTENT CONTENT, THIRD PARTY MATERIALS OR USER CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM UpContent OR THROUGH THE SITE, SERVICES, UPCONTENT CONTENT OR USER CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

Indemnity

You agree to defend, indemnify, and hold UpContent, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with User Content, your access to or use of the Site, Services or UpContent Content, or your violation of these Terms of Use.

Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, SERVICES, AND CONTENT THEREIN REMAINS WITH YOU. NEITHER UpContent NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, SERVICES OR UpContent CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL.

SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE OR FROM THE USE OF OR INABILITY TO USE THE SITE, SERVICES OR CONTENT THEREIN, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT UPCONTENT HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOU SPECIFICALLY ACKNOWLEDGE THAT UPCONTENT IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

IN NO EVENT WILL UPCONTENT’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE, SERVICES OR CONTENT THEREIN EXCEED ONE HUNDRED U.S. DOLLARS ($100). THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN UpContent AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Proprietary Rights Notices 

All trademarks, service marks, logos, trade names and any other proprietary designations of UpContent used herein are trademarks or registered trademarks of UpContent. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

Controlling Law and Jurisdiction

These Terms of Use and any action related thereto will be governed by the laws of the Commonwealth of Pennsylvania without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms of Use will be the state and federal courts located in Pittsburgh, Pennsylvania, and each of the parties hereto waives any objection to jurisdiction and venue in such courts.

Entire Agreement

These Terms of Use constitute the entire and exclusive understanding and agreement between UpContent and you regarding the Site, Services and UpContent Content, and these Terms of Use supersede and replace any and all prior oral or written understandings or agreements between UpContent and you regarding the Site, Services and UpContent Content.

Assignment

You may not assign or transfer these Terms of Use, by operation of law or otherwise, without UpContent’s prior written consent. Any attempt by you to assign or transfer these Terms of Use, without such consent, will be null and of no effect. UpContent may freely assign these Terms of Use. Subject to the foregoing, these Terms of Use will bind and inure to the benefit of the parties, their successors and permitted assigns.

Notices

You consent to the use of: (i) electronic means to complete these Terms of Use and to deliver any notices or other communications permitted or required hereunder; and (ii) electronic records to store information related to these Terms of Use or your use of the Site or Services. Any notices or other communications permitted to required hereunder, including those regarding modifications to these Terms of Use, will be in writing and given by UpContent via email if applicable (in each case to the address that you provide); or by posting to the Site or Services. For notices made by Email, the date of transmission will be deemed the date on which such notice is transmitted.

General

The failure of UpContent to enforce any right or provision of these Terms of Use will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of UpContent. Except as expressly set forth in these Terms of Use, the exercise by either party of any of its remedies under these Terms of Use will be without prejudice to its other remedies under these Terms of Use or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms of Use invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms of Use will remain in full force and effect. There are no third-party beneficiaries of these Terms of Use unless provided expressly by this agreement.

Contacting Us

If you have any questions about these Terms of Use, please contact UpContent at legal@upcontent.com