UMLIVE.NET TERMS OF SERVICE
- effective as of June 15, 2017
Thank you for visiting umlive.net’s web site (the “Site”) and for using our
products and services (“Services”). Access to this Site, the home page of
which (the “Home Page”) is located at http://umlive.net, is offered to you,
the individual user (you may also be referred to as a “User”), by umlive.net
enterprises, LLC (“umlive.net”, or “we”), located at 1383 Ninth Avenue, San
Francisco, CA 94122, United States of America. These Terms and Conditions
of Service (“Terms of Service”) govern your use of the Site and Services.
This web page contains our full User agreement (“Agreement”). You may print
this document for reference.
Limited use of the Site is offered to you by umlive.net subject to, and
conditioned upon your acceptance of, these Terms of Service. Your use of
the Site constitutes your legally binding acceptance of and agreement to
these Terms of Service. Under these Terms of Service only, umlive.net grants
you a license to view and use the interactive features of this Site. If you
do not agree to these Terms of Service, you are not an authorized User and
should discontinue any use of the Site and Services.
umlive.net reserves the right to change or modify these Terms of Service
(including, without limitation, umlive.net’s privacy policy) at any time
without notice to you. Please read these Terms of Service carefully, as you
are bound to comply with the provisions herein.
1. OWNERSHIP AND INTELLECTUAL PROPERTY
1.1. Ownership. umlive.net is the exclusive owner and proprietor of the Site.
The Site Content and Site Code as they exist on the Site are offered to you
by umlive.net for limited use pursuant to these Terms of Service. “Site
Content” means any and all human readable audio and/or visual elements of
the Site, including, without limitation, any text, graphics, images,
illustrations, photographs, animation, video/audio or audiovisual works,
designs or logos, information, and other content made available through the
Site. “Site Code” means any and all underlying elements of this Site,
including without limitation source code, script, object code, software,
computer programs, and other sets of statements or instructions contained
in or underlying the Site. Site Content and Site Code may sometimes be
collectively referred to herein as the “Materials.”
1.2. Copyright. The Site, Service and Materials (℗1963-2017, ©2002-2017)
(©2002-2017) are owned by umlive.net and/or the associated performers and
music publishers and are protected by applicable domestic and international
copyright laws. Unless expressly permitted elsewhere in the Site by
umlive.net, you shall not copy, distribute, publish, perform, modify,
download, transmit, transfer, sell, license, reproduce, create derivative
works from or based upon, distribute, post, publicly display, frame, link,
or in any other way exploit any of the Site, Service or Materials, in whole
or in part. Links to the Site, other than to the Home Page, are only
permitted upon express permission from and arrangement with umlive.net. Any
rights not expressly granted to you herein are reserved by umlive.net. Any
violation of copyright laws may result in severe civil and criminal
penalties. Violators will be prosecuted to the maximum extent possible.
umlive.net responds to notices of alleged copyright infringement and promptly
removes infringing content according to the process set out in the U.S.
Digital Millennium Copyright Act. If you think somebody is violating your
copyrights through the umlive.net Site and/or Services, please notify us at legal@nugs.net.
1.3. Trademark. umlive.net, the umlive.net logo, are trademarks and service marks belonging to
umlive.net (the “umlive.net Marks”). Any product, service, or trade name other
than those owned by umlive.net that identify a third party as the source
thereof may, even if not so indicated, be the service mark or trademark of
that respective entity or individual. Any unauthorized use of the umlive.net
Marks is strictly prohibited.
1.4. Intellectual Property. You agree that umlive.net products and Services
contain proprietary information and material that is owned by umlive.net
and/or its licensors, and is protected by applicable intellectual property
and other laws, including, but not limited to, copyright. Use of umlive.net
Services does not provide any form of ownership of any intellectual
property rights in our Services or the Site Content or other Materials. You
agree that you will not use such proprietary information in any way
whatsoever except for use of the Services in compliance with these Terms of
Service. No portion of the Site, Services or Materials may be reproduced in
any form or by any means, except as expressly permitted in these terms. You
agree not to modify, rent, lease, loan, sell, distribute, or create
derivative works based on the Site, Service or Materials in any manner.
Neither umlive.net nor anything contained in this Terms of Service grant you
the right to use any branding or logos used in our Services. You are not
permitted to remove, obscure, or alter any Site Content, legal notices,
credits or watermarks displayed in or along with our Services. Some
umlive.net Services allow you to upload, submit, store, send or receive Site
Content. You retain ownership of any intellectual property rights that you
hold in that Site Content, provided that you give umlive.net and its partners
a worldwide license to use, host, store, reproduce, modify, create
derivative works (such as those resulting from translations, adaptations,
or other changes we make so that your content works better with our
Services), communicate, publish, publicly perform, publicly display, and
distribute such Site Content. This license continues even if you stop using
our Services and Site. You are not authorized to submit any Site Content to
umlive.net for which you do not possess the necessary rights to grant us this
license.
2. USE OF THE SITE & SERVICES, GENERAL TERMS
2.1. License. umlive.net grants you a non-exclusive, non-transferrable,
limited right and license to access and use this Site, and view and
privately display the Site Content by way of one or more computers
connected to the Site via Internet Protocol and cellular networks only, and
in strict conformity with these Terms of Service. As directed by umlive.net,
you may “cache” pages of the Site for the sole purpose of increasing the
speed and efficiency at which you access the Site or Site Content in the
future. As directed by umlive.net, you may use Site Content on either a free
or fee-based download or streaming basis, and you may (and are encouraged
to) make backup copies of all digital downloads, for personal use. However,
no other copy or use of any portion of the Site or Materials is
permissible, and the same would constitute an act of copyright
infringement. By way of example, and not limitation, you may not
sublicense, alter, adapt, transmit, publicly perform or display,
distribute, customize, modify, add to, delete from, create derivative works
based upon any portion of the Site Content or Materials, link or forward
any web address to this Site, copy, counterfeit or paste the Site Content
to any other website or web page. If umlive.net Services require or include
downloadable software, this software shall be deemed part of umlive.net
Materials and part of the Services. Your device or computer may
periodically check for updates to the Services and software on your
computer and, if available, the update may automatically download and/or
install; some Services and software may let you adjust these automatic
update settings. You agree that umlive.net through the Services and software
may download and install updates onto your device(s) and/or computer per
these Terms of Service. SOME PRODUCTS CAN BE DOWNLOADED ONLY ONCE; AFTER
BEING DOWNLOADED, THEY CANNOT BE REPLACED IF LOST FOR ANY REASON. YOU SHALL
BE RESPONSIBLE FOR BACKING UP YOUR OWN SYSTEM, INCLUDING PRODUCTS
PURCHASED, ACQUIRED OR RENTED FROM umlive.NET. umlive.net grants you a
personal, worldwide, royalty-free, non-assignable and non-exclusive license
to use the Site, Services, and software provided to you by umlive.net as part
of the Services. This license is for the sole purpose of enabling you to
use and enjoy the benefit of the Services as provided by umlive.net, in the
manner permitted by these Terms of Service. Any other use or exploitation
of this Site, including, without limitation, the Site Content or Site Code,
is strictly prohibited. You agree not to violate, circumvent,
reverse-engineer, decompile, disassemble, or otherwise tamper with any of
the security technology related to the Services for any reason, or to
attempt or assist another person to do so. You agree not to access the
Services by any means other than through means provided by umlive.net to you
for accessing the Services. You agree not to modify the software in any
manner or form, or to use modified versions of the software, for any
purposes including obtaining unauthorized access to the Services. You shall
not exploit the Site, Services or Materials in any unauthorized way
whatsoever, including but not limited to, by trespass or burdening network
capacity. Violations of system or network security may result in civil or
criminal liability. You may not copy, modify, distribute, sell or lease any
part of our Services or included software, nor may you reverse-engineer or
attempt to extract the source code of our Services or that software, unless
laws prohibit those restrictions or you have received written permission
from umlive.net to do so. You may not publicly display any portion of the
Site, or any music or other audiovisual or digital works available at this
Site, without a written license signed by a party authorized to legally
bind umlive.net to such a contractual arrangement. You agree and acknowledge
that you shall not acquire any ownership rights by downloading the
Materials from the Site. You agree that links to the Site are only
permitted upon express permission from and arrangement with umlive.net. You
acknowledge and agree that modification of the Materials or use of the
Materials for any other purpose is a violation of umlive.net's and possibly
other third parties' copyright and proprietary rights. You agree to use the
Service, Materials and this Site only for purposes which are lawful in
every nation and jurisdiction in the world and all subdivisions thereof. If
you violate any provision of these Terms of Service, your permission to use
the Materials automatically terminates and you must immediately destroy any
copy you may have of any of the Service, software, or Site Code. Any other
use or exploitation of this Service or Site, including the Materials, is
strictly prohibited. umlive.net may suspend or stop providing our services to
you if you do not comply with our terms or policies or if we are
investigating suspected misconduct. You agree not to interrupt, or attempt
to interrupt, the operation of the Site in any way.
2.2. Non-Commercial/Personal Use Limitation. umlive.net grants you this
license to use the Site and Site Content in accordance with the Terms of
Service for the limited purpose of personal use, and not for any commercial
purpose. No business entity (e.g., corporation, partnership, sole
proprietorship) is licensed to use this Site. You hereby agree not to use
the Site, the Materials, or any element or portion thereof (including,
without limitation, e-mail addresses of users), for any commercial purpose
whatsoever.
2.3. Nature of Services. umlive.net offers its Site services for
entertainment purposes only. umlive.net does not warrant the truth or
validity of the information contained on its site. You acknowledge and
understand that, because of the possibility of human and mechanical error,
mistakes or omissions in the data or information provided, delays or
interruptions of the data or information stream from whatever cause, as
well as other factors, umlive.net is not responsible for errors in or
omissions from the information contained or accessed through the Site. ALL
INFORMATION AND CONTENT ON THE SITE ARE PROVIDED “AS IS” WITHOUT WARRANTY
OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR
NON-INFRINGEMENT.
2.4. Username/Password. umlive.net may issue you a umlive.net account
(“Account”) which includes a username and/or password for access to certain
portions of, or services provided via, the Site. You shall not access or
attempt to access an Account that you are not authorized to access. You
shall hold and secure any such username or password as strictly
confidential. Accordingly, you shall not allow friends, family, business
associates or other persons access to or use of such username or password.
You shall not post the username or password on any website nor transmit it
through unsecured sites. umlive.NET SHALL NOT BE RESPONSIBLE WHATSOEVER IN
THE EVENT THAT A THIRD PARTY MISAPPROPRIATES YOUR PASSWORD. You agree to
immediately notify umlive.net of any security breach of your Account.
umlive.net shall not be responsible for losses arising out of the
unauthorized use of your Account. You agree to provide umlive.net with
complete and accurate information as requested when you register with, and
as you use, the Services, and you agree to update this information at
umlive.net in a timely manner when it changes. You agree that umlive.net may
store and use the information provided by you to maintain and bill fees to
your Account.
2.5. Communications/ Messages from Users. You acknowledge and agree that
any public Communications made to or by means of any portion of the Site
are public. You acknowledge that (i) you have no expectation of privacy in
any public Communication and (ii) no confidential, fiduciary, contractually
implied or other relationship is created between you and umlive.net by reason
of your transmitting a public Communication to any area of the Site. As
used in these Terms of Service, “Your Posted Material” means any
information, messages, e-mails, postings, on-line discussions, literary
works, drawings, illustrations or images, films, audio, audiovisual and/or
digital content, or any other copyrightable work or non-copyrightable idea,
expression, or communication, regardless of whether you authored or created
such work or communication, which you cause to be posted to, submitted to,
or in any way transmitted via, the Site. You agree that none of Your Posted
Material will contain information or content that (i) infringes on the
copyright or any other rights of any person or entity; (ii) reveals trade
secrets or any information which you have agreed, expressly or impliedly,
to keep confidential; (iii) includes sexually explicit images, depictions,
or content; (iv) is obscene, indecent, defamatory, abusive, or otherwise
unlawful; (v) contains a virus or any other potentially damaging content;
(vi) constitutes harassment or stalking; or (vii) constitutes invasion of
privacy, or misappropriation of statutory or common law rights to publicity
or personality. Additionally, even if such content is legal, you agree that
none of Your Posted Material will contain information or content that: (a)
contains or constitutes commercial advertising, solicitation, informational
announcements, or political tracts; (b) constitutes, contains, or
encourages “make-money fast” type messages, “chain letters” or “pyramid
schemes” of any type; (c) contains false or misleading information; (d) is
purportedly sent from a person other than yourself (e.g., impersonation of
another person or user); or (e) with respect to “chat rooms” or other
mechanism for real time dialogue between users, disrupts the normal flow of
dialogue, or posts comments that are not related to the topic being
discussed (unless it is clear that the discussion is free-form). umlive.net
shall have the right in its sole discretion to edit, refuse to post or
remove any material submitted to or posted on such Forums for any reason
whatsoever. umlive.net reserves the right to expel you from or suspend your
access to some or all of the Forums for violating the law or these Terms of
Service. Notwithstanding the foregoing, you are solely responsible for all
materials you post on or submit to the Forums and you acknowledge that
umlive.net may not be monitoring the Forums and you are not relying upon
umlive.net to monitor the Forums. umlive.net takes violations of its customers'
rights and its own rights seriously, and makes efforts to report any
potential criminal violations to appropriate authorities.
2.6. License to Your Postings to the Site; Indemnity. By posting any notes,
message/billboard postings, ideas, suggestions, concepts or other material
to the Forums, or Emailing them to us, you automatically grant to umlive.net
a royalty-free, perpetual, irrevocable, non-exclusive, transferable right
and license to use, reproduce, modify, publish, edit, translate,
distribute, perform, display and otherwise exploit such material,
including, but not limited to, all rights in copyright to such material and
all elements thereof alone or as part of other works, throughout the
universe, in any form, media, or technology, whether now known or hereafter
devised, and to sublicense such rights through multiple tiers of
sublicenses, all without any obligation to you, whether by way of
compensation, attribution or otherwise. You represent, warrant, and
guarantee that (a) you have the full and unrestricted right to grant such
rights to your posted material, and that there are no other agreements with
any third party in conflict herewith; and (b) umlive.net's exercise of its
rights granted by you hereunder shall not infringe upon any copyright or
any other subsisting right of any third party. You waive any and all
so-called “Moral Rights” or similar rights under any jurisdiction, now or
hereafter recognized with respect to umlive.net's (or its assignee's)
exercise of its rights hereunder. Moreover, you agree to indemnify and hold
umlive.net harmless from and against any and all claims, demands, damages,
losses, liabilities and causes of action of any kind or character, made by
you or any third party against umlive.net, arising out of or relating to
umlive.net's exercise of such rights to your posted material, your
publication or transmittal of any materials, or your failure to comply or
your alleged failure to comply with these Terms of Service. umlive.NET SHALL
USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN
CONNECTION WITH THE SERVICE, BUT YOU AGREE THAT YOUR SUBMISSION OF SUCH
INFORMATION IS AT YOUR SOLE RISK, AND umlive.NET HEREBY DISCLAIMS ANY AND ALL
LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN
ANY WAY.
2.7. Reservation of Rights. Any rights not expressly granted by umlive.net
herein are reserved. You may not download, stream, modify, post, publish,
transmit, transfer or sell, reproduce, create derivative works from or
based on, distribute, perform, publicly display, or in any way exploit any
of the Site Content, in whole or in part, without the prior written consent
of a party authorized to bind umlive.net, except as expressly permitted in
these Terms of Service.
2.8. Payments, Taxes, Gifts and Refunds. You agree that you will pay for
all products you purchase through the Services, and that umlive.net may
charge your payment method for any products purchased and for any
additional amounts (including, without limitation, any taxes, as
applicable) that may be accrued by or in connection with your Account. You
are responsible for the timely payment of all fees and for providing
umlive.net with a valid payment method for payment of all fees. Your total
price will include the price of the product plus any applicable tax, based
on the Account billing address and the applicable tax rate in effect at the
time of purchase. ALL PURCHASES FROM umlive.NET ARE NON-REFUNDABLE AND FINAL.
Prices for products offered via the Services may change at any time, and
the Services do not provide price protection or refunds in the event of a
price reduction or promotional offering. If a product becomes unavailable
following a transaction, but prior to umlive.net’s tender of the product to
the purchaser, the purchaser’s sole remedy is a refund of the price paid to
umlive.net or exchange for a product of equal or lesser value, and certain
content may be excluded from such exchanges. If technical problems prevent
or unreasonably delay delivery of your product, your exclusive and sole
remedy is either replacement, exchange for a product of equal or lesser
value, or refund of the price paid. Gift certificates purchased through the
Service, in addition to unused balances, are not redeemable for cash and
cannot be returned for a cash refund (except as required by law),
exchanged, resold, or used for non-umlive.net Services and products. Unused
gift certificate balances are not transferable. The gift certificate/code
cash value is 1/10 of one cent. Gift certificates purchased from the
Services may be purchased only for, and redeemed only by, Users in the
United States, its territories, and possessions. Gift recipients must have
compatible hardware and/or software to utilize some gifts. umlive.net is not
responsible for lost or stolen gift certificates or codes. Risk of loss and
title for gift certificates and codes transmitted electronically pass to
the purchaser in Virginia upon electronic transmission to the recipient.
Risk of loss and title for content codes transmitted electronically pass in
California upon electronic transmission from umlive.net; such recipient may
not always be you. umlive.net reserves the right to close Accounts and/or
request alternative forms of payment if a gift certificate or code is
fraudulently obtained or used on the Service. umlive.NET MAKES NO WARRANTIES,
EXPRESS OR IMPLIED, WITH RESPECT TO GIFT CERTIFICATES, CODES, OR THE
SERVICES INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN THE EVENT THAT A
GIFT CERTIFICATE OR CODE IS NONFUNCTIONAL, YOUR SOLE REMEDY, AND OUR SOLE
LIABILITY, SHALL BE THE REPLACEMENT OF SUCH GIFT CERTIFICATE OR CODE. If
you purchase an ongoing subscription to any umlive.net Services, umlive.net
will automatically charge the payment method associated with your Account
on a recurring basis until you suspend or terminate your use of such
service, and notify umlive.net of such suspension or termination, as directed
by umlive.net within such Service, or at help@umlive.net in order to avoid fees for
additional, unwanted Services. YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT
OF ALL umlive.NET SUBSCRIPTION FEES AND FOR PROVIDING umlive.NET WITH A VALID
PAYMENT METHOD ASSOCIATED WITH YOUR ACCOUNT FOR SUCH FEES; SUCH FEES MAY
ACCRUE. If you want to designate a different payment method or if there is
a change in your payment method status, you must change your payment
information associated with your Account, which may temporarily disrupt
your access to the subscription service or other Services until
verification of the new payment method has been completed. We may contact
you via email or push notification regarding your Account or any
subscription service feature for reasons including, but not limited to,
that your subscription will not renew or will be cancelled. If umlive.net is
unable to successfully charge your payment method for umlive.net subscription
fees due, umlive.net reserves the right to cancel your subscription. If your
subscription is cancelled, you will lose access to any feature of the
Service that requires a subscription.
2.9. TRIALS. From time to time, umlive.net or others on our behalf may offer
trials of Paid Subscriptions for a specified period without payment or at a
reduced rate (a “Trial”). umlive.net reserves the right, in its absolute
discretion, to determine the eligibility for a Trial, and, subject to
applicable laws, to withdraw or modify a Trial at any time without notice
and with no liability, to the greatest extent permitted under the law. For
some trials, umlive.net will require you to provide your payment details to
start the Trial. AT THE END OF SUCH TRIALS, umlive.NET MAY AUTOMATICALLY
START TO CHARGE YOU FOR THE APPLICABLE PAID SUBSCRIPTION ON THE FIRST DAY
FOLLOWING THE END OF THE TRIAL, ON A MONTHLY RECURRING BASIS. BY PROVIDING
YOUR PAYMENT DETAILS IN CONJUNCTION WITH THE TRIAL, YOU AGREE TO THIS
CHARGE USING SUCH PAYMENT DETAILS. IF YOU DO NOT WANT THIS CHARGE, YOU MUST
CANCEL THE APPLICABLE PAID SUBSCRIPTION THROUGH YOUR umlive.NET ACCOUNT’S
SUBSCRIPTION PAGE OR TERMINATE YOUR umlive.NET ACCOUNT BEFORE THE END OF THE
TRIAL. IF YOU DO NOT WANT TO CONTINUE TO BE CHARGED ON A RECURRING MONTHLY
BASIS, YOU MUST CANCEL THE APPLICABLE PAID SUBSCRIPTION THROUGH YOUR
umlive.NET ACCOUNT SUBSCRIPTION PAGE OR TERMINATE YOUR umlive.NET ACCOUNT
BEFORE THE END OF THE RECURRING MONTHLY PERIOD. PAID SUBSCRIPTIONS CANNOT
BE TERMINATED BEFORE THE END OF THE PERIOD FOR WHICH YOU HAVE ALREADY PAID,
AND EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, umlive.NET WILL NOT REFUND
ANY FEES THAT YOU HAVE ALREADY PAID.
2.10. IMPORTANT SAFETY INFORMATION. You are prohibited from using umlive.net
Services in any way that distracts you and prevents you from obeying
traffic or safety laws. To avoid muscle, joint, or eye strain during your
use of the products and/or Services offered by umlive.net, you should always
take frequent breaks, and take a longer rest if you experience any
soreness, fatigue, or discomfort. A very small percentage of people may
experience seizures or blackouts when exposed to flashing lights or
patterns, including but not limited to watching videos. Symptoms may
include dizziness, nausea, involuntary movements, loss of awareness,
altered vision, tingling, numbness, or other discomforts. Consult a doctor
before using the products and Services offered by umlive.net if you have ever
suffered these or similar symptoms, and stop using such products
immediately and see a doctor if they occur during your use of such
products.
3. PRIVACY POLICY
3.1. Please review our privacy policy which is available at http://umlive.net/privacy.aspx. umlive.net’s privacy
policy explains how we treat User data and protect your privacy when you
use our Services. By using our Services, you agree that umlive.net can use
such data in accordance with our privacy policies.
4. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY
4.1. As with any online interaction and electronic communication, there is
an inherent risk involved in transmitting any information via the Internet.
umlive.net does not and cannot guarantee that its system is free from hackers
or viruses or that information provided by Users to umlive.net will not be
stolen or otherwise surreptitiously obtained. umlive.net is not responsible
or liable for any infections or contamination of your system or delays,
inaccuracies, errors, or omissions arising out of your use of this Site or
with respect to the Materials or Services contained on this Site. You
hereby acknowledge and understand that such risk is inherent in interacting
with any website, including this Site, and take full responsibility for any
harm, danger or damage that ensues due to any such breach in security.
Pursuant to these Terms of Service, umlive.net expressly disclaims any such
liability. In addition, you agree to be responsible for obtaining and
maintaining all telephone, computer hardware and other equipment needed for
access to and use of this Site and you shall be responsible for all charges
related thereto.
4.2. NEITHER umlive.NET NOR ANY PROVIDER OF CONTENT FOR THE SITE OR THEIR
RESPECTIVE AGENTS WARRANT THAT THE SITE, SERVICES AND/OR MATERIALS WILL BE
UNINTERRUPTED OR ERROR FREE, FREE FROM VIRUSES, CORRUPTION, ATTACK,
INTERFERENCE, HACKING OR OTHER SECURITY BREACHES, AND umlive.NET HEREBY
DISCLAIMS ANY AND ALL LIABILITY THERETO; NOR DOES umlive.NET, ANY PROVIDER OF
CONTENT TO THE SITE, OR THEIR RESPECTIVE AGENTS MAKE ANY WARRANTY AS TO THE
RESULTS TO BE OBTAINED FROM USE OF THE SITE. THE SITE CONTENT IS NOT
GUARANTEED TO BE ACCURATE, TIMELY OR VERIFIED. THE SITE AND THE SITE
CONTENT ARE DISTRIBUTED ON AN “AS IS” AND “AS AVAILABLE” BASIS. umlive.NET
AND ITS AGENTS DO NOT MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR
IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE
SITE, ANY CONTENT, OR ANY GOODS OR SERVICES SOLD THROUGH THE SITE. YOU
EXPRESSLY AGREE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF
THE SITE AND THE ACCURACY OR COMPLETENESS OF THE CONTENT OR DATA MADE
AVAILABLE VIA THE SITE IS ASSUMED SOLELY BY YOU.
4.3. NEITHER umlive.NET, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES,
AGENTS, CONTRACTORS, LICENSORS, NOR ANY THIRD PARTY CONTENT PROVIDER NOR
THEIR RESPECTIVE AGENTS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT,
INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR
INABILITY TO USE THE SITE, SERVICE AND/OR MATERIALS, EVEN IF SUCH PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. umlive.NET AND umlive.NET’S
AGENTS, PARTNERS, DISTRIBUTORS, CONTENT PROVIDERS AND ASSOCIATES, WILL NOT
BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR
EXEMPLARY OR PUNITIVE DAMAGES. IN ALL CASES, umlive.NET AND umlive.NET’S
AGENTS, PARTNERS, DISTRIBUTORS, CONTENT PROVIDERS AND ASSOCIATES, WILL NOT
BE LIABLE FOR ANY DAMAGE THAT IS NOT REASONABLY FORESEEABLE. THE TOTAL
LIABILITY OF umlive.NET AND umlive.NET’S AGENTS, PARTNERS, DISTRIBUTORS,
CONTENT PROVIDERS AND ASSOCIATES, FOR ANY CLAIMS UNDER THESE TERMS OF
SERVICE, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU
PAID umlive.NET TO USE THE SERVICES AND/OR SITE CONTENT.
4.4. YOU AGREE THAT umlive.NET HAS THE RIGHT, WITHOUT LIABILITY TO YOU, TO
DISCLOSE REGISTRATION DATA AND/OR ACCOUNT INFORMATION TO LAW ENFORCEMENT
AUTHORITIES, GOVERNMENT OFFICIALS, AND/OR A THIRD PARTY, AS umlive.NET
BELIEVES IS REASONABLY NECESSARY OR APPROPRIATE TO ENFORCE AND/OR VERIFY
COMPLIANCE WITH ANY PART OF THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO,
umlive.NET’S RIGHT TO COOPERATE WITH ANY LEGAL PROCESS RELATING TO YOUR USE
OF THE SITE, SERVICES, PRODUCTS AND/OR MATERIALS, AND/OR A THIRD-PARTY
CLAIM THAT YOUR USE OF THE SITE, SERVICE, PRODUCTS AND/OR MATERIALS IS
UNLAWFUL AND/OR INFRINGES ON SUCH THIRD PARTY’S RIGHTS).
4.5. WITHOUT WAIVING THE EXCLUSIVE GOVERNING LAW CLAUSE BELOW, SOME STATES
DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS OF LIABILITY
FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR
EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, THE LIABILITY OF umlive.NET,
THIRD PARTY CONTENT PROVIDERS, AND THEIR RESPECTIVE AGENTS SHALL BE LIMITED
TO THE GREATEST EXTENT PERMITTED BY LAW.
4.6. Indemnity. You hereby agree to indemnify, defend and hold harmless
umlive.net and its affiliates from and against any and all liability and
costs incurred by umlive.net or its affiliates in connection with any claim
arising out of any breach or alleged breach of any of your obligations set
forth herein. You shall cooperate as fully as reasonably required in the
defense of any claim. umlive.net reserves the right, at its own expense, to
assume the exclusive defense and control of any matter otherwise subject to
indemnification by you and you shall not in any event settle any matter
without the written consent of umlive.net.
5. GENERAL TERMS.
5.1. Notices. Notices by umlive.net to you may be given by means of a general
posting at the Site, by sending an email message to your Account email
address or a letter by conventional mail to your Account mailing address.
Notices (including questions, complaints, or legal notices) by you may be
given by electronic messages or conventional mail, unless otherwise
specified in these Terms of Service as follows:
(i) Electronic mail (e-mail) must be sent to: legal@nugs.net.
(ii) Conventional mail must be sent to: umlive.net enterprises, LLC, attn:
Legal Department, 1383 Ninth Avenue, San Francisco, CA 94122, United Stated
of America.
5.2. Governing Law/Forum Selection. These Terms of Service are governed by
the laws of the State of California, United States of America applicable to
contracts made and performed solely in the State of California, without
regard to conflict of laws principles. You hereby consent to the exclusive
jurisdiction and venue of the federal or state courts of San Francisco,
California, United States of America in any and all claims or disputes
arising out of, to enforce, construe, or otherwise relating to this
Agreement, these Terms of Service or this Site. umlive.net and you hereby
consent to personal jurisdiction in the federal or state courts of San
Francisco, California, United States of America.
5.3. Relationship Between the Parties. Nothing contained in these Terms of
Service shall be construed to constitute you and umlive.net as partners or
joint venturers or to constitute employment or any type of agency. These
Terms of Service control the relationship between umlive.net and you. These
Terms of Service do not create any third party beneficiary rights.
5.4. Severability. If any provision of these Terms of Service is held
invalid, unenforceable or void, the remainder of the Terms of Service shall
not be affected thereby and shall continue in full force and effect, and
that portion held invalid or unenforceable shall be construed in a manner
consistent with applicable law to reflect, as nearly as possible, the
original intentions of the parties.
5.5. Age of Majority, Right to enter into this Agreement. You represent and
warrant to umlive.net that you are at least eighteen (18) years old and that
you possess the legal right and ability to enter into this Agreement and to
use the Site in accordance with this Agreement.
5.6. Objectionable Material. You understand that by using the Services, you
may encounter material that you may deem to be offensive, indecent, or
objectionable, and that content may or may not be identified as having
explicit material. Nevertheless, you agree to use the Site and Services at
your sole risk and umlive.net shall have no liability to you for material
that may be found to be offensive, indecent, or objectionable. The
information provided by umlive.net regarding its products and Services is
provided for your convenience, and you agree that umlive.net does not
guarantee their accuracy.
5.7. Full Integration. These Terms of Service constitute the entire
agreement between you and umlive.net related to this Site. No prior or
contemporaneous written, oral, and electronic representation, negotiation,
or agreement form a part of this agreement, and these Terms of Service
supersede all prior written, oral, or electronic agreements between you and
umlive.net relating to this Site.
5.8. Written Agreement. These Terms of Service constitute a written
agreement between you and umlive.net. A printed version of these Terms of
Service, and of any notice given in electronic form related to this
agreement, shall be admissible in judicial or administrative proceedings to
the same extent, and subject to the same restrictions, as other business
contracts, documents, or records originally generated and maintained in
printed form.
5.9. Use in Other Locations. This site is operated in the State of
California, United States of America. No representation or warranty is made
that the Materials in this Site are legal, appropriate or available for use
in other locations. Those who choose to access this Site from other
locations do so at their own risk and are responsible for compliance with
any and all local laws, if and to the extent local laws are applicable. No
software from this Site may be downloaded, exported or re-exported into (or
to a national or resident of) any countries that are subject to U.S. export
restrictions.
5.10. Force Majeure. umlive.net shall not have any liability to you hereunder
by reason of any delay or failure to perform any obligation or covenant if
the delay or failure to perform is occasioned by force majeure, meaning any
act of God, storm, fire, casualty, unanticipated work stoppage, power
outage, satellite failure, strike, lockout, labor dispute, civil
disturbance, riot, war, national emergency, act of Government, act of
public enemy, or other cause of similar or dissimilar nature beyond its
control.
5.11. Waiver. No waiver by either party of any breach or default hereunder
shall be deemed to be a waiver of any preceding or subsequent breach or
default. If you do not comply with these Terms of Service, and umlive.net
does not take action (including, without limitation, after umlive.net has
been provided notice of an event inconsistent with the Terms of Service),
umlive.net does not waive any rights that we may have, such as taking action
in the future.
5.12. No Jury Trial. YOU WAIVE YOUR RIGHTS TO A TRIAL BY JURY IN ANY
PROCEEDING WITH US.
5.13. Descriptive Headings/Typographic Errors. The headings of the various
sections herein are for convenience of reference only and shall not define,
limit or otherwise affect any of the terms or provisions hereof. umlive.net
is not responsible for typographic errors.
5.14. Electronic Form of Agreement. Your use of the Services includes the
ability to enter into agreements and/or make transactions electronically.
YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT
AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS.
YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO
ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THIS SITE. You
hereby waive any and all defenses you may have based on the electronic form
of these Terms of Service and the lack of signing by the parties hereto to
execute these Terms of Service. In order to access and retain your
electronic records, you may be required to have certain hardware and
software, which are your sole responsibility.
5.15. Compatibility. Use of the umlive.net Site and Services requires
compatible devices, Internet access or cellular phone service, and certain
software, and may require periodic updates. Your use of umlive.net may be
affected by the performance of these factors. High-speed Internet access is
strongly recommended for regular use and is required for some video. You
agree that meeting these requirements, which may change from time to time,
is your responsibility.
5.16. Modifications
5.16.1. To the Agreement. umlive.net has the right to modify this Agreement,
and any policies affecting the Site, including, without limitation, the
Privacy and No-Commercialization Policy. Any modification is effective
immediately upon posting to the Site or distribution via electronic mail or
conventional mail. Your continued use of the Site following any
modification to this Agreement shall be conclusively deemed an acceptance
of all such modifications. Your only right with respect to any
dissatisfaction with any modifications made pursuant to this provision, or
any policies or practices of umlive.net in providing the Site, including
without limitation, (i) any change in the Content, or (ii) any change in
the amount or type of fees associated with the paid Services, is to
terminate your Account or cancel your subscriptions to umlive.net Services.
5.16.2. To the Site, Materials and Services. umlive.net has the right to
modify, suspend, disable or discontinue the Site, Materials and/or Services
or any portion thereof at any time, including, without limitation, the
availability of any area of the Site, any Site Content and/or the free or
fee-based Services. umlive.net may also impose limits on certain features and
services or restrict your access to parts or all of the umlive.net Site
and/or Services without notice or liability.
5.17. Terminating our Services. You may stop using our Services at any
time. umlive.net may also stop providing Services and Site Content to you or
add or create new limits to our Services at any time for any reason.
umlive.net, at its sole discretion, and with or without notice to you, may:
i) terminate this Agreement between umlive.net and you and/or your Accounts,
and you will remain liable for all amounts due under your Account up to and
including the date of termination; ii) terminate your license to the
Services and software; and iii) preclude your access to the Site and
Services. umlive.net reserves the right to modify, suspend or discontinue the
Site, Services and/or Materials at any time with or without notice to you,
and umlive.net will not be liable to you or to any third party should
umlive.net exercise such rights.
THANK YOU FOR VISITING UMLIVE.NET!