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 [email protected].

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 [email protected] 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: [email protected].

(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.

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