This UpShare.Eu Service Agreement (the "Agreement") describes the
terms and conditions on which UpShare.Eu ("we" or "our company")
offer services to you ("Customer" or "You"). By registering
for or using UpShare.Eu services, Customer agrees to be bound by the following
terms and conditions.
1. Eligibility for UpShare.Eu Services.
Our
Services are available only to individuals and business entities (including
but not limited to sole proprietorships) in good legal standing that can form
legally binding contracts under applicable law. Customer hereby represents and
warrants that it is duly licensed to do business and is in good legal standing
in the jurisdictions in which it does business (during the term of this Agreement)
that it is not a competitor of UpShare.Eu , and that the person agreeing to
this Agreement for Customer is at least eighteen years of age and otherwise
capable of and authorized to enter binding contracts for Customer.
2.
UpShare.Eu Services.
Subject to the terms and conditions of this
Agreement, UpShare.Eu makes certain Services available to Customer. For the
purposes of this Agreement: (a) "Customer" (or "you") means
the individual or business entity that is using or registering to use the Services,
including its employees and agents; (b) UpShare.Eu "Services" means
those electronic or interactive services offered by UpShare.Eu . UpShare.Eu
Online reserves the right to change or discontinue any of the Services at any
time.
3. Ownership
You acknowledge that all materials (except
those uploaded by users) provided on this Web site, including but not limited
to information, documents, products, logos, graphics, sounds, images, software,
and services (collectively "Materials"), are provided either by UpShare.Eu
or by their respective third party authors, developers and vendors (collectively
"Third Party Providers") and the underlying intellectual property
rights are owned by UpShare.Eu and/or its Third Party Providers. Elements of
the Web site are protected by trade dress and other laws and may not be copied
or imitated in whole or in part. UpShare.Eu , the UpShare.Eu logo and other
UpShare.Eu products referenced herein are trademarks of UpShare.Eu , and may
be registered in certain jurisdictions. All other product names, company names,
marks, logos, and symbols may be the trademarks of their respective owners.
4.
Customer Information
Customer represents and warrants that the information
it provides in UpShare.Eu contact information forms is true, accurate, current
and complete. Customer agrees to maintain and update this information to ensure
that it is true, accurate, current and complete. If, at any time, any information
provided by Customer is untrue, inaccurate, not current or incomplete, UpShare.Eu
will have the right to suspend or terminate Customer's account and this Agreement.
5.
Customer Account
5.1 Authorized Users
Customer may designate persons
to act as its agents to use the Services, provided that each designated person
has the legal capacity to enter into binding contracts for Customer. Furthermore,
Customer represents and warrants that each person who registers under Customer's
account is an authorized agent of Customer (an "Authorized User")
who has such legal capacity.
5.2 Responsibility for Access
Customer
is solely responsible and liable for any and all access to and use of the Services
(including all activities and transactions) by any Authorized User and/or User
ID registered under Customer's account, unless such access to or use of the
Services is the direct result solely of the gross negligence of UpShare.Eu .
It is Customer's responsibility, through its systems administrator Authorized
User, to set the appropriate access for each of Customer's Authorized Users.
5.3
Responsibility for User IDs and Passwords
Customer is solely responsible
for maintaining the confidentiality of Customer access information, i.e. account
ID's and passwords of its Authorized Users, and are responsible for all activities
that occur under your account.
5.4 Notification of Unauthorized Use
Customer will immediately notify UpShare.Eu if Customer notices any activity
indicating that Customer's account or data is being used without authorization,
including: (a) Customer has received confirmation of an order or orders placed
using Customer's account which Customer did not place or any similar conflicting
report; or (b) Customer becomes aware of any unauthorized use of any product
or service related to its account(s).
6. Customer Data
Customer has sole responsibility and liability for the data its stores on
UpShare.Eu 's servers. Customer controls its data through its generated link.
UpShare.Eu encourages Customer to archive its data regularly and frequently;
Customer bears full responsibility for archiving its data and sole liability
for any lost or irrecoverable data. Customer agrees to maintain its data in
compliance with its legal obligations. UpShare.Eu will delete Customer data
upon termination of this Agreement. However, UpShare.Eu may retain Customer
data in its archives after deletion and will not be liable to Customer in any
way for such retained data.
6.1 Special Circumstances
UpShare.Eu will provide access to the Services and Customer's data to an
agent of Customer ("Authorized Agent") who provides UpShare.Eu with
a notarized letter signed by an officer of Customer which letter shall include
statements of authenticity, authority, and liability as required by UpShare.Eu
in its sole discretion. Customer expressly and irrevocably agrees that UpShare.Eu
may rely on such a letter and on the apparent authority of the person requesting
access to the Services or to Customer's account. In no event will UpShare.Eu
be liable to Customer or any third party for UpShare.Eu 's reliance on such
letter or such apparent authority.
8. Acceptable Use
You agree to not use UpShare.Eu 's Service to:
a. upload, post, email, transmit or otherwise make available any Content
that spreads messages of terror or depicts torture or death-images; if serious
enough, the content will be reported to the appropriate legal authority and/or
the member's ISP will be contacted;
b. harm minors in any way, this includes any form of child pornography; if
serious enough, the content will be reported to the appropriate legal authority
and/or the member's ISP will be contacted;
c. upload, post, email, transmit or otherwise make available any Content
that infringes any patent, trademark, trade secret, copyright or other proprietary
rights of any party; UpShare.Eu 's DMCA Policy has more details;
8.1 Illegality/Adult Content
UpShare.Eu neither sanctions nor permits site content or the transmission
of data that contains illegal or obscene material or fosters or promotes illegal
activity, including but not limited to, gambling, the offering for sale of illegal
weapons, and the promotion or publication of any material that may violate hate
crimes legislation.
UpShare.Eu reserves the right to immediately suspend or terminate any account
or transmission that violates this policy, without prior notice.
Further, should Customer violate this policy, UpShare.Eu will actively assist
and cooperate with law enforcement agencies and government authorities in collecting
and tendering information about Customer, Customer's site, the illegal or obscene
content, and those persons that may have inappropriately accessed, acquired,
or used the illegal or obscene content.
8.2 Wrongful Conduct
Customer shall not commit or permit wrongful or damaging acts which justify
civil action including, but not limited to, posting of defamatory, scandalous,
or private information about a person without their consent or intentionally
inflicting emotional distress.
8.3 Access and Interference
Violations or attempts to violate UpShare.Eu systems or to interrupt UpShare.Eu
services are strictly prohibited, and may result in criminal and civil liability.
Examples of system violations include, without limitation:
(a) Unauthorized access to or use of UpShare.Eu Services, including any attempt
to probe, scan or test the vulnerability of a system or to breach security or
authentication measures without express authorization of UpShare.Eu ; or (b)
Interference with Service to any customer or network including, without limitation,
flooding, or deliberate attempts to overload a system and broadcast attacks;
or (c) Use of any device, software, or routine to interfere or attempt to interfere
with the proper working of the Services; or (d) Any action that imposes an unreasonable
or disproportionately large load on UpShare.Eu 's infrastructure
Customer shall not decompile, disassemble, decrypt, extract, reverse engineer
or otherwise attempt to derive the source code of the "software tools"
(including the tools, methods, processes, and infrastructure) underlying the
Services or any other software on the UpShare.Eu Web site.
8.4 Copyright or Trademark Infringement
UpShare.Eu Services may be used only for lawful purposes. Transmission, distribution
or storage of any material in violation of any applicable law or regulation,
including export control laws, is prohibited. This includes, without limitation,
material protected by patent, copyright, trademark, service mark, trade secret
or other intellectual property rights. If you use another party's material,
you must obtain prior authorization. By using the Services, you represent and
warrant that you are the author and copyright owner and/or proper licensee with
respect to any hosted content and you further represent and warrant that no
content violates the trademark or rights of any third party. UpShare.Eu reserves
the right to suspend or terminate a Customer's transmission(s) that, in UpShare.Eu
's discretion, violates these policies or violates any law or regulation. UpShare.Eu
's DMCA Policy has more details.
8.5 Misuse of System Resources
Customer shall not misuse system resources including, but not limited to,
employing content which consume excessive CPU time or storage space; utilizing
excessive bandwidth; or resale of access to content hosted on UpShare.Eu servers.
8.6 Other Activities
Whether lawful or unlawful, UpShare.Eu reserves the right to determine what
is harmful to its Customers, operations or reputation, including any activities
that restrict or inhibit any other user from using and enjoying the Service
or the Internet.
Please be aware UpShare.Eu reserves the right to cancel any account or transmission
they find in violation of any of the above policies. If appropriate, UpShare.Eu
will refer complaints to law enforcement authorities, and in such case, UpShare.Eu
will actively assist law enforcement agencies with the investigation and prosecution
of any such activities, including surrendering Customer account and data information.
Complaints about violators of our Policy should be sent via e-mail to abuse@
UpShare.Eu .com. Each complaint will be investigated and may result to immediate
cancellation of Services without prior notice.
9. No Warranty
You expressly understand and agree that: (a) your use of the Service is at
your sole risk. UpShare.Eu Services are provided on an "as is" and
"as available" basis. UpShare.Eu and its suppliers, to the fullest
extent permitted by law, disclaim all warranties, including but not limited
to warranties of title, fitness for a particular purpose, merchantability and
non-infringement of proprietary or third party rights. UpShare.Eu and its suppliers
make no warranties about the accuracy, reliability, completeness, or timeliness
of our Services, software, or content; (b) UpShare.Eu makes no warranty that
(i) the Service will meet your requirements, (ii) the service will be uninterrupted,
timely, secure, or error-free, (iii) the results that may be obtained from the
use of the service will be accurate or reliable, (iv) the quality of any products,
services, information, or other material purchased or obtained by you through
the Service will meet your expectations, and (v) any errors in the software
will be corrected; (d) any material downloaded or otherwise obtained through
the use of the Service is done at your own discretion and risk and that you
will be solely responsible for any damage to your computer system or loss of
data that results from the download of any such material; (e) no advice or information,
whether oral or written, obtained by you from us or through or from the Service
shall create any warranty not expressly stated in these terms and conditions.
10. Indemnity
You agree to defend, indemnify, and hold harmless UpShare.Eu , its affiliates,
officers, directors, employees and agents, from and against any claims, actions
or demands, including without limitation reasonable legal fees, alleging or
resulting from your use the Service, or your breach of this Agreement or other
UpShare.Eu policies, terms and conditions.
11. Limitation of Liability
Your use of UpShare.Eu is at your own risk. If you are dissatisfied with
any aspect of our Service or with these terms & conditions, or any other
rules or policies, your sole remedy is to discontinue use of the Service. You
expressly understand and agree that UpShare.Eu shall not be liable for any direct,
indirect, incidental, special, consequential exemplary damages, including but
not limited to, damages for loss of profits, goodwill, use, data or other intangible
losses (even if we have been advised of the possibility of such damages), resulting
from: (i) the use or the inability to use the Service; (ii) the cost of procurement
of substitute goods and services resulting from any goods, data, information
or services purchased or obtained or messages received or transactions entered
into through or from the Service; (iii) unauthorised access to or alteration
of your transmissions or data; (iv) statements or conduct of any third party
on the service; or (v) any other matter relating to the Service.
12. Modifications to Agreements, Policies or to our Services
We reserve the right to change this Service Agreement at any time without
notice. We also reserve the right at any time to modify or discontinue the Service,
temporarily or permanently, with or without notice to you. You agree that we
shall not be liable to you or any third party for any modification, suspension
or discontinuance of the Service. You acknowledge that we may establish general
practices and limits concerning use of the Service, including the maximum disk
space that will be allotted on UpShare.Eu ’s servers on your behalf, and the
maximum number of times (and the maximum duration for which) you may access
the Service in a given period of time. Further, you acknowledge that UpShare.Eu
may change subscription fees at any time without notice. Changes in subscription
fees will take effect on expiration of any existing Customer subscription.
13. Termination
13.1 Without limiting other remedies, UpShare.Eu may immediately issue a
warning, suspend (i.e., lock out access and operation of Services for Customer)
either temporarily or indefinitely, or terminate Customer's account and refuse
to provide Services to Customer if: (a) UpShare.Eu believes that Customer have
violated or acted inconsistently with this Agreement, or any of our policies;
or (b) Customer have failed to pay fees or other payments due to UpShare.Eu
; or (c) UpShare.Eu is unable to verify or authenticate any information Customer
provides to UpShare.Eu ; or (d) UpShare.Eu believes that Customer's actions
may cause legal liability for Customer, UpShare.Eu ’s other clients, or UpShare.Eu
.
UpShare.Eu may also in its sole discretion and at any time discontinue providing
the Service, or any part thereof, with or without notice. You agree that any
termination of your access to the Service under any provision of these terms
and conditions may be effected without prior notice, and acknowledge and agree
that UpShare.Eu may immediately deactivate, archive or delete your account and
all related information and data and/or any further access to such data or the
Service. Further, you agree that UpShare.Eu shall not be liable to you or any
third-party for any termination of your access to the Service.
Upon termination of this Agreement by either Customer or UpShare.Eu , all
of Customer rights under this Agreement, and UpShare.Eu 's provision of Services,
will terminate immediately.
13.2 The Sections 6 ("Customer Data"), 9 ("No Warranty"),
10 ("Indemnity"), 11 ("Limitation Of Liability") and this
Section 13 will survive any termination of this Agreement.
14. Miscellaneous
These terms and conditions will be governed by and construed in accordance
with the laws of the State of California, excluding that body of law governing
conflict of laws. Any legal action or proceeding relating to or arising out
of these Terms or your use of the Web site will be brought in a federal or state
court in Santa Clara County, California, and you submit to the venue and personal
jurisdiction of such court. If any provision of these Terms is held to be invalid
or unenforceable, such provision will be enforced to the greatest extent possible
and the remaining provisions will remain in full force and effect. Headings
are for reference purposes only and in no way define, limit, construe, or describe
the scope or extent of such section. UpShare.Eu 's failure to act with respect
to a breach by Customer or others does not waive UpShare.Eu ’s right to act
with respect to subsequent or similar breaches. No action by Customer arising
under this Agreement may be brought at any time more than twelve (12) months
after the facts occurred upon which the cause of action arose.
14.1 Relationship
Customer and UpShare.Eu are independent contractors, and no agency, partnership,
joint venture, employee-employer or franchiser-franchisee relationship is intended
or created by this Agreement.
14.2 Assignment
Customer may not assign any of its rights, or delegate any of its duties,
under this Agreement, and any attempted assignment will be null and void.
14.4 Force Majeure
Operation of our Services may be interfered with by numerous factors outside
of our control and we shall not be liable to you for any delay or failure in
performance under this Agreement resulting directly or indirectly from causes
beyond UpShare.Eu ’s control.
14.5 Interpretation
If any provision of this Agreement is held to be invalid or unenforceable,
such provision shall be struck, as narrowly as possible, and the remaining provisions
shall be enforced. Headings are for reference purposes only and in no way define,
limit, construe or describe the scope or extent of such section.
14.6 UpShare.Eu Confidential Information
You represent and warrant to UpShare.Eu that (a) you are not a competitor
of UpShare.Eu , (b) you shall keep publicly unannounced information and materials
pertaining to UpShare.Eu , pre-release software, testing or testing procedures
strictly confidential and (c) you shall not use any information gained from
access to the UpShare.Eu Web site or use of the UpShare.Eu Services to compete
with UpShare.Eu in its business.
14.7 Exceptions
Except for other agreements or terms appearing on the Web site, this Agreement
set forth the entire understanding and agreement between us with respect to
the subject matter hereof.
Additional Information
Any questions relating to our Legal Agreements and Policies may be directed
to
Support@upshare.net
Abuse@upshare.net
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