Terms of Use

UNIVERSE OF FAITH, INC.


TERMS OF USE


LAST UPDATED:  This document was last updated on May 31, 2011.

This is a legal agreement between you, the potential user of this Website ("you") and Universe of Faith, Inc. (“UOF”).  Your use of this website (the "UOF Website" or the “Website”) or any of the products and services offered on this Website (collectively, the "Services") is conditioned on your acceptance without modification of these Terms of Use (the "Terms of Use"). Please read these Terms of Use carefully. If you do not agree to these Terms of Use, you should not use the Website or Services. UOF may at its sole discretion modify these Terms of Use at any time and such modifications will be effective immediately upon being posted on this Website. The most current version of these Terms of Use can be accessed through the "Terms of Service" link at the bottom of the Website. You agree to review these Terms of Use periodically, and your continued use of the Website after the posting of modifications constitutes your affirmative agreement to abide and be bound by the Terms of Use, as modified.


  1. Eligibility


Use of the Website and Services is for personal, non-commercial use and is void where prohibited. You shall comply with all applicable local, state, federal and national laws, statutes, ordinances and regulations regarding the use of the Website and Services. You represent and warrant that all registration information you submit is truthful and accurate and that you agree to maintain the accuracy of such information. You must be at least 13 years of age and have Internet access, a valid e-mail address, and a valid shipping address to register for the Website and Services. Full use of the Website and Services may require you to provide a valid credit card. While individuals between the ages of 13 and 18 may utilize the Website and Services, they may do so only with the involvement of a parent or legal guardian who shall be jointly and severally responsible for your obligations under these Terms. If you are 13 or older but under the age of 18, you should review these Terms of Use with your parent or guardian to make sure that you and your parent or guardian understand and agree with these Terms.


  1. Your Acceptance 


BY USING AND/OR VISITING THE UOF WEBSITE, YOU CONSENT AND AGREE TO BOTH THESE TERMS OF USE AND THE TERMS AND CONDITIONS OF OUR PRIVACY POLICY, WHICH ARE PUBLISHED AT http://streaming.universeoffaith.com AND WHICH ARE INCORPORATED BY REFERENCE. If you do not agree to any of these terms, then please do not use the UOF Website.  UOF may place a cookie or other small text file on any computer from which you access the Website or Services and you consent to that placement.  In addition, by using the Website and Services, you consent to receiving e-mail from UOF. These e-mailings will include notices about your account and information concerning or related to the Website or Services. These e-mailings are part of your relationship with UOF.   


  1. Registration, Credit Card Information and Account Rules.


In order to access some features of the Website, you will have to register and create an account. When registering and creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You may never use another's account without permission. You must notify UOF immediately of any breach of security or unauthorized use of your account. Although UOF will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of UOF or others due to such unauthorized use.

To register, you must provide your name, date of birth, and e-mail address. Full use of the Website and Services may require credit card authorization information for a credit card acceptable to UOF or a valid PayPal account. You shall permit UOF to store and use this personal data provided by you for purposes of maintaining your account and for billing fees and other charges to your credit card. You authorize UOF to place a pending charge to your credit card when you provide your credit card information to UOF. Pending charges are used to verify your billing address and the validity of your credit card, are temporary, and will not be converted into an actual charge to you. Pending charges will, while pending, however, reduce the available amount of credit on you credit card in the amount of $1.00. In addition, you agree to comply with the following terms:

 

  1. You shall maintain your account with up-to-date information; 
  2. You shall be responsible for maintaining the confidentiality and security of your account; 
  3. You are entirely responsible for all purchases and other activities that occur through your account; 
  4. You shall immediately report any unauthorized use of your account to UOF, as well as any other breach of security; 
  5. You shall not share your password with any other person; and 
  6. You shall not assign, sell or transfer your account to any other person.

 

  1. Commercial Transactions

Purchases through the Website will be charged to your credit card or processed through paypal for your account. Applicable taxes and shipping charges will be added to the purchase price. Credits and unused balances are not redeemable for cash and cannot be returned for a cash refund, exchanged or resold. Any unused balance will remain in your account and is not transferrable. On occasion, technical problems may delay or prevent delivery of your purchases to you. Your sole remedy with respect to purchases made through the Website that are not delivered or accessible will be either replacement or refund, at UOF’s discretion. Downloads or streams of copyrightable materials purchased through the Website may include a security framework using technology that protects digital information and imposes usage rules established by UOF, its licensors, and its principals, as further outlined below. You agree that your purchase of downloads or streams constitutes your agreement to use such downloads or streams solely in accordance with the these Terms of Use. You understand that unauthorized reproduction or distribution of downloads or streams violates applicable law, and that downloads may contain watermarks that contain certain encrypted information, including customer account information.

UOF reserves the right to establish and charge fees for the Services and to change its fees and charges at any time for any reason. You agree that as a condition of your use of the Website and Services, you authorize UOF or its agents to charge your credit card for any fees or charges you incur in the use of the Website or Services. You agree that UOF may (at its option) accumulate charges and fees incurred during your monthly billing cycle and submit them as one or more aggregate charges during or at the end of each cycle, and that UOF may delay obtaining authorization from your card issuer until submission of the accumulated charges and fees.

YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND PURCHASES. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THE WEBSITE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS AND APPLICATIONS.  

Additional Payment and Purchase Terms to Consider:


  1. We will also be selling digital music downloads on the site.  Please add any additional language to reflect this.


  1. You are responsible for and agree to reimburse us for all reversals, charge-backs, claims, fees, fines, penalties and other liability incurred by us (including costs and related expenses) that were caused by or arising out of payments that you authorized or accepted.


  1. Our obligation ends when we deliver the digital music file to you.  You may be presented with additional terms related to a specific purchase before you confirm the transaction (such as shipping terms for tangible goods). Those additional terms will also govern that transaction.


  1. All sales are final and there are no exchanges or returns.


  1. Even though we use terms like “purchase,” “buy,” “sell,” and “order” to talk about transactions related to digital downloads, we don’t transfer an ownership interest in those items. 



  1. We want to make payments convenient, so we allow you to make payments using a number of different payment sources, like credit cards and debit cards.


  1. Website Access 


    1. UOF hereby grants you permission to use the Website as set forth in this Terms of Use, provided that: (i) your use of the Website as permitted is solely for your personal, noncommercial use; (ii) you will not copy or distribute any part of the Website in any medium without UOF’s prior written authorization; (iii) you will not alter or modify any part of the Website other than as may be reasonably necessary to use the Website for its intended purpose; and (iv) you will otherwise comply with the terms and conditions of these Terms of Use. 


    1. You agree not to use or launch any automated system, including without limitation, "robots," "spiders," "offline readers," etc., that access the Website in a manner that sends more request messages to the UOF servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, UOF grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. UOF reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the Website, nor to use the communication systems provided by the Website for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Website with respect to their User Submissions. 


  1. Account Cancellation

UOF reserves the right to terminate or suspend your access to the Services or Website, with or without cause, at any time and effective immediately. Reasons UOF may terminate or suspend your account shall include, but are not limited to, the violation of any of these Terms of Use or failure to pay for Services. You may cancel your UOF account at anytime, and cancellation will be effective immediately. To cancel your account, contact us. 

  1. Intellectual Property Rights 


    1. The content on the Website, except all User Submissions (as defined below), including artwork, images, text, software, sounds, music, video, names, and likenesses displayed on the Website are either the property of, or used with permission by, UOF. The reproduction and use of any of these by you is prohibited unless specific permission is provided on the Website or otherwise. Any unauthorized use may violate copyright laws, trademark laws, privacy and publicity laws, and/or communications regulations and statutes of the United States and foreign laws and international conventions. 


    1. The trademarks, service marks, logos, and other indicia, including of UOF (collectively the "Trademarks") which appear on the Website are registered and unregistered trademarks of UOF and others. Nothing contained on the Website should be construed as granting, by implication or otherwise, any right, license or title to any of the Trademarks without the advance written permission of UOF or such third party as may be appropriate. All rights are expressly reserved and retained by UOF. Your misuse of any of the Trademarks displayed on the Website, or any other content on the Website, except as provided in these Terms of Use, is strictly prohibited. You are also advised that UOF considers its intellectual property to be among its most valuable assets, and will aggressively enforce its intellectual property rights to the fullest extent of the law. 


    1. Both the Website and the content of the Website are provided "AS IS" for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. UOF reserves all rights not expressly granted in and to the Website and the Content. You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein, including any use, copying, or distribution of User Submissions of third parties obtained through the Website for any commercial purposes. If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the UOF Website or features that prevent or restrict use or copying of any Content or enforce limitations on use of the UOF Website or the Content therein. UOF does not make any representations or warranties, whether express or implied, regarding or relating to the Website or any associated hardware or software, including the content or operations of either. 


  1. User Submissions 


    1. The UOF Website may now or in the future permit the submission of music, videos or other communications submitted by you and/or other users as well as any ratings, reviews, comments, feedback, suggestions, pictures and other materials contributed by users ("User Submissions"). You understand that whether or not such User Submissions are published, UOF does not guarantee any confidentiality with respect to any submissions. UOF does not edit User Submissions. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions by you, you affirm, represent, and/or warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize UOF to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Website and these Terms of Use; and (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in the User Submission to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Submissions in the manner contemplated by the Website and these Terms of Use. 


    1. FOR CLARIFICATION, YOU RETAIN ALL OF YOUR OWNERSHIP RIGHTS IN YOUR USER SUBMISSIONS, EXCEPT AS EXPRESSLY SET FORTH HEREIN.     By submitting the User Submissions to UOF, you hereby grant UOF a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions in connection with the UOF Website and UOF's (and its successor's) business, including without limitation for promoting and redistributing part or all of the UOF Website (and derivative works thereof) in any media formats and through any media channels. You also grant each user of the UOF Website a non-exclusive license to access your User Submissions through the Website, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions as permitted through the functionality of the Website and under these Terms of Use. The foregoing license granted by you terminates once you or we remove or delete a User Submission from the UOF Website. 


    1. You agree that you will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant UOF all of the license rights granted herein, including sampled music; (ii) publish falsehoods or misrepresentations that could damage UOF or any third party; (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iv) post advertisements or solicitations of business: (v) impersonate another person. 


    1. UOF does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and UOF expressly disclaims any and all liability in connection with User Submissions. UOF does not knowingly permit infringement of intellectual property rights on its Website, and UOF will remove all Content and User Submissions if properly notified that such Content or User Submission infringes on another’s intellectual property rights. UOF reserves the right to remove Content and User Submissions without prior notice. UOF will also terminate a User’s access to its Website, if a User is determined to be a repeat infringer. A repeat infringer is a User who has been notified of infringing activity more than two times and/or has had a User Submission removed from the Website more than twice. UOF also reserves the right to decide whether Content or a User Submission is appropriate and complies with these Terms of Use for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. UOF may remove such User Submissions and/or terminate a User’s access for uploading such material in violation of these Terms of Use at any time, without prior notice and at its sole discretion. 


    1. You understand that when using the UOF Website, you will be exposed to User Submissions from a variety of sources, and that UOF is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against UOF with respect thereto, and agree to indemnify and hold UOF, its Owners/Operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the site.  You are solely responsible for your interactions with other UOF users. UOF reserves the right, but has no obligation, to monitor disputes between you and other users.  


  1. Objectionable Material

You understand that by using the Services you may encounter content that may be deemed objectionable, obscene or in poor taste, which content may or may not be identified as having explicit language. You agree to use the Services at your own risk and that UOF shall have no liability to you for content that you may find objectionable, obscene or in poor taste. 

  1. X. Warranty Disclaimer and Limitation of Liability 
    1. YOU EXPRESSLY ACKNOWLEDGE THAT USE OF THE SITE IS AT YOUR SOLE RISK. NEITHER UOF NOR ITS AFFILIATED COMPANIES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS (COLLECTIVELY THE "UOF PARTIES") WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH THE SITE. THE SITE IS PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. YOU SPECIFICALLY ACKNOWLEDGE THAT UOF IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD-PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. 
    2. IN NO EVENT SHALL UOF, ANY OFFICER, AFFILIATE, DIRECTOR, SHAREHOLDER, AGENT, PRINCIPAL, CONTRACTOR OR EMPLOYEE OF UOF BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR AGGRAVATED DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF DATA, INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY AND THIRD PARTY CLAIMS), ARISING OUT OF OR IN CONNECTION WITH: THIS WEBSITE; ANY MATERIALS, INFORMATION, QUALIFICATION AND RECOMMENDATIONS APPEARING ON THIS WEBSITE; ANY SOFTWARE, TOOLS, TIPS, PRODUCTS, OR SERVICES OFFERED THROUGH, CONTAINED IN OR ADVERTISED ON THIS WEBSITE; ANY LINK PROVIDED ON THIS WEBSITE; AND YOUR ACCOUNT AND PASSWORD, WHETHER OR NOT UOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. THIS PROVISION SHALL SURVIVE THE TERMINATION OF YOUR RIGHT TO USE THIS WEBSITE. YOU ACKNOWLEDGE THAT YOU WILL BE FULLY LIABLE FOR ALL DAMAGES RESULTING DIRECTLY OR INDIRECTLY FROM YOUR USE OF THIS WEBSITE. 


    1. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN LIABILITY OR WARRANTIES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, UOF’S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. YOU SHOULD CHECK YOUR LOCAL LAWS FOR ANY RESTRICTIONS OR LIMITATIONS REGARDING THE EXCLUSION OF IMPLIED WARRANTIES. 


  1. XI. Indemnity 


You agree to defend, indemnify and hold harmless UOF, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable attorney’s fees) arising from: (i) your use of and access to the UOF Website; (ii) your violation of any term of these Terms of Use; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your User Submissions caused damage to a third party. This defense and indemnification obligation will survive these Terms of Use and your use of the UOF Website. 


  1. Miscellaneous 


You agree that: (i) the UOF Website shall be deemed solely based in New York, New York; and (ii) the UOF Website shall be deemed a passive website that does not give rise to personal jurisdiction over UOF, either specific or general, in jurisdictions other than New York. These Terms of Use shall be governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. Any claim or dispute between you and UOF that arises in whole or in part from the UOF Website shall be decided exclusively by a court of competent jurisdiction located in New York, New York. These Terms of Use, together with the Privacy Policy and any other legal notices published by UOF on the Website, shall constitute the entire agreement between you and UOF concerning the UOF Website. If any provision of these Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. No waiver of any term of this these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and UOF’s failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision. UOF reserves the right to amend these Terms of Use at any time and without prior notice, and it is your responsibility to review these Terms of Use for any changes. Your use of the UOF Website following any amendment of these Terms of Use will signify your assent to and acceptance of its revised terms. These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by UOF without restriction. YOU AND UOF AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE UOF WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. 






CONTENT HOSTING SERVICES AGREEMENT

PLEASE READ VERY CAREFULLY THESE TERMS AND CONDITIONS BEFORE REGISTERING FOR THE UNIVERSE OF FAITH STREAMING BROADCASTER PROGRAM. THE TERMS AND CONDITIONS OF THIS CONTENT HOSTING SERVICES AGREEMENT GOVERN YOUR PROVISION OF CONTENT TO UNIVERSE OF FAITH FOR POSSIBLE INCLUSION IN THE PROGRAM. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU HAVE NO RIGHT TO PARTICIPATE IN THE PROGRAM.  YOU (I) ACCEPT THIS AGREEMENT EITHER FOR YOURSELF OR ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, (II) AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS AND (III) HAVE ENTERED INTO A BINDING AGREEMENT WITH UNIVERSE OF FAITH, INC. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE LEGAL AUTHORITY TO BIND YOUR EMPLOYER OR SUCH ENTITY TO HERETO. 

This is a legal agreement between you, the potential Content Provider of this Website ("Content Provider") and Universe of Faith, Inc. (“UOF”).  Your use of this website (the "UOF Website" or the “Website”) or any of the products and services offered on this Website (collectively, the "Services") is conditioned on your acceptance without modification of these Terms of the Content Hosting Agreement (the "Content Hosting Agreement"). Please read this Content Hosting Agreement carefully. If you do not agree to these terms, you should not use the Website or Services. UOF may at its sole discretion modify the Content Hosting Agreement at any time and such modifications will be effective immediately upon being posted on this Website. The most current version of this agreement can be accessed through the "Content Hosting Terms" link at the bottom of the Website. You agree to review the Content Hosting Agreement periodically, and your continued use of the Website after the posting of modifications constitutes your affirmative agreement to abide and be bound by the Terms of Use, as modified.

RECITALS:

WHEREAS, Content Provider requests to participate in the Universe of Faith Video Upload Program (the “Program”) where UOF provides hosting services at the direction of content providers who seek to make their content available to end users, subject to the terms of this Agreement.

NOW, TEHREFORE, in consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, UOF and Content Provider (each a “Party” and, collectively, the “Parties”), intending to be legally bound, do hereby agree as follows:

Section 1. Program Participation. Participation in the Program is subject to UOF’s prior approval and Content Provider’s continued compliance with the terms of this Agreement. UOF reserves the right to refuse participation to any applicant or participant at any time in our sole and absolute discretion, and to withdraw content, suspend, restrict and/or terminate the services provided under this Agreement and Content Provider’s participation in the Program, immediately without notice to Content Provider and without liability to UOF, for any reason, including repeat violations of our copyright policy or other Program policies. Content Provider must register for the Program and create an account in order to participate in the Program. To register and create an account, Content Provide must provide a signed copy of this Agreement to UOF at the address designated herein and include name, address, telephone number and e-mail.  UOF reserves the right to require Content Provider to registration again through any applicable website.  Multiple accounts held by the same individual or entity are subject to immediate termination unless expressly authorized in writing by UOF (including by electronic mail). Content Provider is solely responsible for keeping email addresses and other contact information updated. 

Section 2. Content Provider’s Content. After entering into this Agreement, Content Provider may designate content for hosting and display to end users (i) by uploading such content directly to UOF, in a format designated by UOF, and/or by otherwise making such content available to UOF; and (ii) by providing additional information about Content Provider’s content in the form provided online when Content Provider uploads Content Provider’s content. All content so designated by Content Provider and contained within or provided by Content Provider in association with such content, including but not limited to all images, closed captioning, metadata and music, is referred to collectively as “Authorized Content.” UOF shall have no obligation whatsoever to return any materials delivered to it for uploading under this Agreement. 

Section 3. UOF Content. By entering into this Agreement and uploading, sending or otherwise making available Content Provider’s Authorized Content to UOF, Content Provider is directing and authorizing UOF to, and granting UOF a royalty-free, non-exclusive right and license to, host, cache, route, transmit, store, copy, modify, distribute, perform, display, reformat, excerpt, facilitate the sale or rental of copies of, analyze, and create algorithms based on the Authorized Content in order to (i) host the Authorized Content on UOF’s servers, (ii) display, perform and distribute the Authorized Content, in whole or in part, worldwide, in connection with UOF products and services now existing or hereafter developed, including without limitation for syndication on third party sites. This license gives UOF the right to display Content Provider’s Authorized Content via streaming and/or downloading technologies, and to display limited excerpts of Content Provider’s Authorized Content for no fee to the end user. UOF may, in its sole discretion, display a link or links to the website Content Provider designate (subject to UOF’s approval) in connection with any display of Content Provider’s Authorized Content, and display links to third party commercial retailer web sites where purchases of the Authorized Content may be available, to the extent such third party commercial retailer web site serves as a distributor of the Authorized Content. Content Provider expressly agrees that any and all links provided by Content Provider shall function properly and effectively to allow end users to transfer immediately to the intended and indicated site(s), and that Content Provider is solely responsible for maintaining and updating as necessary any such links. Failure to do so may result in immediate termination without notice to Content Provider. Unless Content Provider specifies otherwise, UOF reserves the right to display advertisements in connection with any display of Content Provider’s Authorized Content. Notwithstanding the foregoing, UOF is not required to host, index, or display any Authorized Content uploaded or otherwise provided to UOF, and may remove or refuse to host, index or display any Authorized Content. UOF is not responsible for any loss, theft, intellectual property infringement or damage of any kind to the Authorized Content.

Section 4. Promotional License, Brand Features, Publicity. Content Provider hereby grants UOF a non-exclusive, world-wide, royalty-free license to use Content Provider’s name and logo (“Brand Features”), in connection with Content Provider’s Authorized Content, and to use limited excerpts from Content Provider’s Authorized Content for advertising or promotional purposes, including without limitation the right to publicly display, perform, reproduce and distribute such excerpts and Brand Features on the Internet and in presentations, marketing materials, customer lists, financial reports and UOF’s listings of customers or partner websites. If this Agreement is terminated, UOF may continue to use such excerpts and Brand Features in printed (versus “online”) materials that are in existence as of the date of termination until such materials are depleted or are redesigned, whichever comes first.

Section 5. Proprietary Rights. Nothing contained in this Agreement conveys any ownership right to UOF in any of the Authorized Content, or other materials provided by Content Provider. Content Provider acknowledges that as between Content Provider and UOF, UOF owns all right, title and interest in and to the Program, UOF products and services, and portions thereof, including without limitation, all intellectual property rights. 

Section 6. Confidentiality. Content Provider agrees not to disclose UOF Confidential Information without UOF’s prior written consent. “UOF Confidential Information” includes without limitation: (i) all UOF software, technology, programming, technical specifications, materials, guidelines and documentation relating to this Program; (ii) business information, including operations, planning, marketing interests, products, and any other reporting information (including revenues, if any, paid to Content Provider by UOF) provided by UOF; and (iii) any other information designated in writing by UOF as “Confidential” or an equivalent designation or that would otherwise be reasonably considered confidential or proprietary under the circumstances.  UOF Confidential Information does not include information that has become publicly known through no breach by Content Provider, or information that has been (a) independently developed without access to UOF Confidential Information, as evidenced in writing; (b) rightfully received by Content Provider from a third party without a breach of confidentiality by such third party; or (c) required to be disclosed by law or by a governmental authority. 

Section 7. Disclaimer and Limitation of Liability. THE PROGRAM, UOF PRODUCTS AND SERVICES, ANY COPY PROTECTION, AND SECURITY FEATURES ARE PROVIDED “AS IS” WITH NO WARRANTIES WHATSOEVER. UOF AND ITS LICENSORS AND THIRD-PARTY SERVICE PROVIDERS (INCLUDING BUT NOT LIMITED TO TELECOMMUNICATIONS, SERVER AND HOSTING SERVICES, POWER SUPPLIERS, AND OTHER SERVICE PROVIDERS (COLLECTIVELY, “SERVICE PROVIDERS”) EXPRESSLY DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, AND PERFORMANCE OF THE PROGRAM, ANY TECHNOLOGY USED IN CONNECTION THEREWITH, THE AUTHORIZED CONTENT, TERRITORY RESTRICTION FEATURES AND TECHNOLOGY, THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE AND WARRANTIES AS TO THE PERFORMANCE OF COMPUTERS OR NETWORKS. UOF, ITS LICENSORS AND SERVICE PROVIDERS MAKE NO WARRANTY THAT ANY UOF PRODUCTS OR SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE OR THAT THE RESULTS OR INFORMATION OBTAINED FROM USE OF UOF PRODUCTS OR SERVICES WILL BE ACCURATE OR RELIABLE. EXCEPT FOR ANY PAYMENT OBLIGATIONS SET FORTH IN SECTION, IN NO EVENT SHALL UOF, ITS LICENSORS AND/OR SERVICE PROVIDERS BE LIABLE UNDER THIS AGREEMENT FOR ANY DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF WE OR THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. CONTENT PROVIDER UNDERSTANDS AND AGREES THAT IT IS USING THE PROGRAM AT ITS OWN DISCRETION AND RISK AND THAT CONETNT PROVIDER WILL BE SOLELY RESPONSIBLE FOR ITS AUTHORIZED CONTENT.

Section 8. Content Provider Must Have the Right to Use All of the Images, Music and Data of Any Sort in Content Provider’s Authorized Content.  By entering into this Agreement and uploading or otherwise providing Content Provider’s Authorized Content to UOF, Content Provider represents and warrants to UOF the following: (a) Content Provider is at least 18 years of age if Content Provider is a natural person; (b) all of the information provided by Content Provider to UOF to enroll and participate in the Program is correct and current; (c) the Authorized Content is not, in whole or in part, pornographic or obscene; (d) Content Provider holds and will continue to hold the necessary rights, including but not limited to all copyrights, trademark rights and rights of publicity in and to Content Provider’s Authorized Content and Content Provider’s Brand Features to enter into this Agreement and to grant the rights granted herein; (e) Content Provider has the legal right and authority to enter into this Agreement, to perform the acts required of Content Provider under the Agreement, and to grant the rights and licenses described in this Agreement. Content Provider further represents and warrants that (i) the Authorized Content and the rights and licenses granted to UOF under this Agreement and UOF’s authorized use of Content Provider’s Authorized Content (including the public display, public performance, distribution and reproduction of Content Provider’s Authorized Content): (i) do not and will not violate any applicable law, statute, ordinance or regulation, and (ii) do not breach and will not breach any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort or contract theories. 

Section 9. Content Provider’s Obligation to Indemnify. Content Provider shall indemnify, defend and hold UOF and its respective directors, officers, employees, and applicable third parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) (collectively “Indemnified Person(s)”) harmless from and against any and all third party claims, liability, loss and expense (including reasonable legal fees, damage awards, and settlement amounts) brought against any Indemnified Person(s) arising out of, or related to or which may arise from Content Provider’s Authorized Content, Content Provider’s Brand Features, UOF’s authorized use of any of the foregoing, Content Provider’s use of the Program, and/or Content Provider’s breach of this Agreement. The Indemnified Persons may in their sole discretion control the defense, at Content Provider’s expense, of any claim indemnified herein. In the event that the Indemnified Parties determine not to control the defense of any claim hereunder, any Indemnified Person may join in defense with counsel of its choice at its own expense. Content Provider will not settle or resolve any such claim in a manner that imposes any liability or obligation on UOF or affects UOF’s rights in connection therewith without the advance written approval of UOF, which will not be unreasonably withheld or delayed. 

Section 10. Termination; Withdrawal of Content. Either Party may terminate this Agreement immediately upon written notice to the other party if the other Party files a petition for bankruptcy, becomes insolvent, or makes an assignment for the benefit of its creditors, or a receiver is appointed for the other party or its business. Content Provider may terminate this Agreement for convenience upon thirty (30) days prior written notice. Content Provider may withdraw Content Provider’s Authorized Content from public display in the Program by providing UOF with a written request. UOF will use commercially reasonable efforts to remove Content Provider’s Authorized Content from public display within thirty (30) days from receipt of notice of termination or withdrawal. UOF may at any time in its sole discretion and without liability to UOF terminate the Program or any product, service or feature offered in the Program, terminate this Agreement, or withdraw any Authorized Content in the Program. 

Section 11. Privacy and Information Rights. Content Provider agrees that UOF may use information that Content Provider provides to UOF when Content Provider registers for the Program in accordance with UOF’s privacy policy. In addition, Content Provider agrees that UOF may transfer and disclose this information, including personally identifiable information, to third parties for the purpose of approving and enabling Content Provider’s participation in the Program, including to third parties that reside in jurisdictions with less restrictive data laws than Content Provider’s own. UOF may provide any of the above information in response to valid legal processes, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. UOF disclaims all responsibility, and will not be liable to Content Provider, provided, however, for any disclosure of that information by any such third party. 

Section 12. Notices. Unless provided for to the contrary in this Agreement, any and all notices or other communications or deliveries required or permitted to be made under this Agreement shall be sent (a) if to Content Provider at the electronic mail address Content Provider provides in registering for the Program, and (b) if to UOF to 36358 N. Lakepointe Lane, Palmdale, CA 93550, or as otherwise provided in writing for such notice purposes. A second copy of every notice to UOF shall be sent to the same address, “Attn: Legal Dept.” Notice shall be deemed received (i) upon receipt when delivered personally, (ii) upon written verification of receipt from overnight courier, (iii) upon verification of receipt of registered or certified mail (iv) upon verification of receipt via facsimile, provided that such notice is also sent simultaneously via first class mail, or (v) by electronic mail when sent by UOF only. Contact information shall be updated as necessary to ensure that each party has current information regarding all such contacts.

Section 13. Miscellaneous. Content Provider may not resell, assign or transfer any of Content Provider’s rights hereunder. Any such attempt shall be null and void. The relationship between UOF and Content Provider is not one of a legal partnership relationship, but is one of independent contractors. The words “Content Provider” or “Content Provider’s” shall also mean heirs, executors, administrators, successors, legal representatives and permitted assigns. This Agreement does not affect any right that either Party would have had, or shall have, independent of the Agreement including rights relating to Authorized Content under applicable law, including but not limited to copyright law. Neither Party shall be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet or other network disturbances. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and remain enforceable between the Parties. The failure of either Party to act in the event of a breach of this Agreement by the other Party shall not be deemed a waiver of such breach or a waiver of future breaches. The section titles used in this Agreement are purely for convenience and carry with them no legal or contractual effect. Except as to any prior version of this Content Hosting Service Agreement between Content Provider and UOF that sets forth the license to and use by UOF of Content Provider’s Authorized Content, (i) nothing in this Agreement is intended to be, or will be construed as, altering, revising, modifying or otherwise amending any other content hosting services agreement; and (ii) in the event of a conflict between this Agreement and any other content hosting service agreement that Content Provider enters into with UOF with respect to Content Provider’s Authorized Content, the terms of that other content hosting services agreement shall govern. Except as otherwise set forth herein, this Agreement sets forth the entire understanding and agreement between the Parties with respect to the subject matter hereof. This Agreement shall be construed as if jointly drafted by the Parties. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICTS OF LAW. Any litigation hereunder shall be brought in any state or federal court of competent jurisdiction in New York, New York; the Parties agree that venue shall be proper in, and consent to the personal jurisdiction of, such courts. The Parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. The provisions of Sections 4, 5, 6, 7, 8, 9, 11, 12, 13, and 14 shall survive any expiration or termination of this Agreement.  UOF may revise the terms of this Agreement by providing the new terms and conditions for Content Provider to accept or reject when Content Provider next log in to the Program and by sending notice to Content Provider at its email address of record. Content Provider must accept or reject the new terms and conditions within five (5) days from the date the notice was sent to Content Provider, by logging into the Program at or as otherwise designated in writing by UOF, and accepting or rejecting the new terms. If Content Provider do not accept or reject the new terms within the five (5) day period, Content Provider will be deemed to have accepted and be bound by the new terms. If Content Provider does not wish to be bound by the new terms, Content Provider must terminate this Agreement and case participating in the Program.

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