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By
using or accessing this website, or any website hosted at
the Uploadkey.com domain name (the "Site"),
or by using any of the content hosting and sharing services
provided via the Site ("Services"),
you agree to be bound by these Terms of Service and by the Privacy
Policy of Uploadkey Inc. ("Uploadkey"),
which are collectively referred to as the "Agreement."
Please read the terms of this Agreement carefully. If you do
not agree to the terms of this Agreement, then you may not
use or access the Site or any of the Services.
Uploadkey
may, in its sole discretion, modify this Agreement from time
to time, and may modify, suspend, or terminate the Site and
Services, for any reason, and without notice. Uploadkey recommends that you review these terms
from time to time to note any changes. Although you may be
asked to indicate your assent to the terms of this Agreement
only once (e.g., when you register for an Uploadkey
account), the terms of this Agreement, as modified by
Uploadkey from time to time, will govern all use of the
Site and Services. By continuing to use or access the Site
or any of the Services, you agree to be bound by the Terms
of Service in effect at the time of such use or access.
1. Description of the Services
Uploadkey
provides its Registered Users (defined below) with the
ability to host a variety of content, including without
limitation images and videos (including any audio
accompanying the videos) ("Content") that
Registered Users own or to which they have the necessary
rights ("User Content"), in order to share
User Content via the Web on, for example, classified advertising websites, online
journals, blogs, message boards, personal websites, social
networking sites, and online photo albums.
Although
the Site and Services are normally available, there will be
occasions when the Site or Services will be interrupted for
scheduled maintenance or upgrades, for emergency repairs, or
due to failure of telecommunications links and equipment
that are beyond the control of Uploadkey. Also, although
Uploadkey will normally only delete Content that violates
this Agreement, Uploadkey reserves the right to delete any
Content for any reason, without prior notice. Consequently,
Uploadkey encourages you to maintain your own backup of your User Content.
In other words, Uploadkey is not a backup service. As discussed
further in Section 8, Uploadkey will not be liable to you
for any modification, suspension, or discontinuation of the
Services, or the loss of any Content.
2. Accounts and Passwords
In
order to access certain features of the Site and the
Services, and to post Content, you must create a Uploadkey
account. You may create an account on the Registration
Page. Once you have created an account, you will be a "Registered
User." Registered Users are limited to one free
account per person. You may also upgrade to a "PRO" account
by paying a membership fee. Your Uploadkey account is solely
for your own personal use and benefit. You are responsible
for safeguarding the password that you use to access
the Site and Services. You agree not to disclose your password
to any third party nor to permit any third party to use
your Uploadkey account. You agree to take sole responsibility
for any activities or actions under your password,
whether or not you have authorized such activities or actions.
You will immediately notify Uploadkey of any unauthorized use of your password.
In registering and creating an account, you agree to provide
accurate, current and complete information, and to promptly
update that information as necessary. Uploadkey will have
no liability for failure to deliver notices that result from
inaccurate account information.
You
are limited to the file size, bandwidth, and storage
limitations related to your account level, as described on
the account
comparison page. Uploadkey reserves the right to
disable direct linking on accounts that are using excessive
bandwidth or otherwise abusing the system. Uploadkey has
the right to change its file size, bandwidth, or storage
limitations without notice.
You
may terminate your account at any time, for any reason, by
following the instructions on the
options page. Uploadkey reserves the right at all times to
terminate your account, and delete any and all Content, in
whole or in part, for any reason including without
limitation a breach of any part of this Agreement
3. Your License to Uploadkey
Uploadkey
does not claim any ownership rights in any User Content that
you choose to post to the Site. After posting User Content
to the Site,you continue to retain all ownership or license
rights in your User Content and you continue to have the
right to use your User Content as you did prior to such
posting. However, by posting or making User Content
available through the Site or via the Services, you hereby
grant to Uploadkey a nonexclusive, royalty-free,
transferable, worldwide license to use, copy, modify,
prepare derivative works from, distribute, publicly display
and publicly perform (whether by means of a digital audio
transmission or otherwise) and process your User Content, or
any part of it, solely on and through the Site and Services,
including without limitation (a) adapting the format of your
User Content (for example by encoding or transcoding) for
suitable display on the Site; and (b) displaying, in
Uploadkey's sole discretion, your public User Content in
search results generated by the Uploadkey search engine.
In connection with the above license, you provide your consent for
Uploadkey personnel, including Uploadkey contractors and
service providers, to view your User Content at any time for
the purpose of providing the Services and filtering content
that violates this Agreement. You acknowledge that you are
solely responsible for all Content you submit to the Site or
provide to the Service. You represent that you either own
the User Content or have the rights necessary to grant
Uploadkey this license.
Your
license to Uploadkey with respect to any particular piece
of User Content will terminate once you or Uploadkey
remove it from the Site.
4. Uploadkey's Limited License to You
Subject
to your compliance with the terms and conditions of this
Agreement, Uploadkey grants you a non-transferable,
non-sublicensable right to access, view and print public
Content, only for your personal, non-commercial use. With
the exception of your User Content, you may not distribute
any Content to third parties, use any Content commercially
(except as may be permitted by a separate license explicitly
attached to a particular piece of Content), or otherwise
copy, modify, distribute, publicly display or perform any
Content (except as such acts may be permitted by a separate
license explicitly attached to such Content).
5. Restrictions
You
will not do any of the following while using or accessing
the Site or the Services:
a. Post, upload, email, or otherwise transmit (i) any
Content that you do not have the lawful right to copy,
transmit and display (including any Content that would
violate any confidentiality or fiduciary obligations that
you might have with respect to the Content); (ii) any
Content for which you do not have the consent or permission
of each identifiable person in the Content to use the name,
voice, signature, photograph, or likeness of each such
person (to the extent each is implicated by the Content); or
(iii) any Content that infringes the intellectual property
rights or violates the privacy rights of any third party
(including without limitation copyright, trademark, patent,
trade secret, or other intellectual property right, or moral
right or right of publicity);
b. Delete, or in any manner alter, the copyright, trademark,
or other proprietary rights notices appearing on any Content
except your User Content;
c. Use any meta tags or other hidden text or metadata
utilizing a Uploadkey name, trademark, URL or product name
without Uploadkey's express written consent;
d. Post, upload, email or otherwise transmit, without first
obtaining the permission of Uploadkey, any unsolicited or
unauthorized advertising, promotional materials, junk mail,
spam, chain letters, "pyramid schemes," Ponzi schemes or any
other form of solicitation;
e. Post, upload, email, or otherwise transmit, via the Site
or Services, any Content that is unlawful, obscene, harmful,
threatening, harassing, defamatory, or hateful, or that
contains objects or symbols of hate, invades the privacy of
any third party, contains nudity or pornography (including
without limitation any child pornography or child erotica),
is deceptive, threatening, abusive, inciting to unlawful
action, defamatory, libelous, vulgar or violent, or
constitutes hate speech, or is otherwise objectionable in
the opinion of Uploadkey;
f. Post, upload, email, or otherwise transmit any Content
that contains software viruses or any other computer code,
files, or programs designed to (i) interrupt, destroy, or
limit the functionality of any computer software; or (ii)
interfere with the access of any user, host or network,
including, without limitation, sending a virus, overloading,
flooding, spamming, or mail-bombing the Site;
g. Post, upload, email or otherwise transmit any Content
that includes code that is hidden or otherwise
surreptitiously contained within the images, audio or video
of any Content that is unrelated to the immediate, aesthetic
nature of the Content;
h. Attempt to probe, scan or test the vulnerability of any
Uploadkey system or network or breach any security or
authentication measures;
i. Forge any TCP/IP packet header or any part of the header
information in any posting, or in any way use the Site or
Services to send altered, deceptive, or false
source-identifying information;
j. Avoid, bypass, remove, deactivate, impair, descramble or
otherwise circumvent any technological measure protecting
the Site or Services;
k. Collect or store personal data about other users without
their express permission;
l. Impersonate or misrepresent your affiliation with any
person or entity, through pretexting or any other form of
social engineering, or otherwise commit fraud;
m. Resell the Services, in whole or in part;
n. Violate any applicable law, regulation, or ordinance; or
o. Use the Site or Services in any manner not permitted by
this Agreement.
Uploadkey does not control the Content in Registered
Users' accounts and does not have any obligation to monitor
such Content for any purpose. However, on both free and PRO
accounts, and regardless of whether the Content is public or
private, Uploadkey may choose to monitor such Content at
any time, in its sole discretion. Uploadkey reserves the
right at all times to terminate your account, and delete any
and all Content, in whole or in part, for any reason
including without limitation violations of this Section, or
of any part of this Agreement. Uploadkey reserves the
right at all times to disclose, in its sole discretion, any
Content as necessary to (a) satisfy any law, regulation, or
governmental request or (b) reduce or prevent what
Uploadkey considers to be, in its sole discretion, a
serious or imminent threat to your health or safety, or the
health or safety of another. For information regarding
Uploadkey's handling of your personally identifiable
information, refer to the Uploadkey Privacy Policy.
6. Age Requirements
Users of the Services must be at least 13 years of age.
Children under the age of 13 are not permitted to use the
Service and no information of children under the age of 13
will be knowingly collected by Uploadkey. If a parent or
guardian becomes aware that his or her child has provided us
with personally identifiable information without the parent
or guardian's consent by, for example, misrepresenting his
or her age, that parent or guardian should contact us at the contact us page. If Uploadkey determines that it has collected
personal information of children under the age of 13,
Uploadkey will immediately delete such information and any
accounts believed to be held by children under 13.
7. Disclaimer of Warranty
THE SERVICES, CONTENT, SITE, AND ANY SOFTWARE ARE PROVIDED
ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER
EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING,
Uploadkey DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
8. Limitations of Liability
You understand that Content is posted by users and that
Uploadkey has only limited control over the Content that
is made available via the Site and Services. You understand
that by using the Site and Services, you may be exposed to
this Content. You acknowledge that Uploadkey will not be
liable for (a) Content, including without limitation the
subject matter of any Content, any errors or omissions in
any Content, or for any loss or damage of any kind incurred
as a result of the use or download of any Content posted,
emailed, transmitted, or otherwise made available via the
Site or Services; (b) the deletion, failure to store,
mis-delivery, or untimely delivery of any information or
material; (c) Site unavailability or Service interruptions;
or (c) the defamatory, offensive, or illegal conduct of any
third party.
IN NO EVENT WILL UPLOADKEY BE LIABLE TO YOU OR TO ANY
THIRD PARTY FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, OR
CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF
DATA, SERVICE INTERRUPTION, COMPUTER FAILURE, OR PECUNIARY
LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SITE OR
ANY SERVICES, WHETHER BASED ON CONTRACT, WARRANTY, TORT
(INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR STRICT
LIABILITY OR OTHER THEORY EVEN IF Uploadkey HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL UPLOADKEY'S AGGREGATE LIABILITY TO YOU OR
TO ANY THIRD PARTY FOR ANY AND ALL CLAIMS ARISING OUT OF THE
USE OF THE SITE OR ANY SERVICES EXCEED THE AMOUNTS YOU HAVE
PAID TO Uploadkey. You acknowledge that Uploadkey has
set its prices and entered into this Agreement in reliance
upon the limitations of liability specified herein, which
allocate the risk between the parties and form a basis of
the bargain between the parties. Some jurisdictions do not
allow the exclusion or limitation of liability of incidental
or consequential damages, so the above limitation may not
apply to you.
9. Indemnification
You agree to defend, indemnify, and hold harmless
Uploadkey and its officers, directors, employees, and
agents, 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 your access to or use of the Site or
Services, or your violation of this Agreement. Uploadkey
reserves the right, at its own expense, to assume the
exclusive defense and control of any such claim otherwise
subject to defense by you, in which event you will cooperate
with Uploadkey and its counsel, as necessary, in the
conduct of such defense.
10. Links to Third Party Sites
The Site may contain links to third-party websites or
resources. You acknowledge and agree that Uploadkey is not
responsible or liable for: (i) the availability or accuracy
of such websites or resources; or (ii) the content, products
or services on or available from such websites or resources.
Links to such websites or resources do not imply any
endorsement by Uploadkey of such websites or resources or
the content, products, or services available from such
websites or resources. You acknowledge sole responsibility
for and assume all risk arising from your use of any such
websites or resources.
12. Refund Policy
Uploadkey will not honor any refunds for any paid
Uploadkey services, including without limitation PRO
account payments.
13. General
You may not assign any rights granted to you or delegate any
of your duties hereunder; any attempt to do so is void and
of no effect. Uploadkey may assign its rights and delegate
its duties under this Agreement in their entirety in
connection with a merger, reorganization or sale of all, or
substantially all, of its assets relating to this Agreement.
The failure of Uploadkey at any time to require
performance of any provision hereof shall in no manner
affect its right at a later time to enforce the same unless
the same is waived in writing. If a court should find that
one or more rights or provisions contained in this Agreement
are invalid, you agree that the remainder of the Agreement
will be enforceable. The headings and captions are for
convenience only and are not to be used in the
interpretation of this Agreement. This Agreement constitutes
the complete and exclusive understanding and agreement
between you and Uploadkey regarding its subject matter,
and supersedes all prior and contemporaneous agreements or
understandings relating to such subject matter.
If you have any questions or concerns about this Agreement
or any issues raised in this Agreement or on the Site,
please contact Uploadkey at the contact us
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