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Terms and Conditions

Last Revised May 2018

ACCEPTANCE OF TERMS The following agreement outlines your obligations when using the UpCode Studios, LLC website available at https://www.upcode.com or any other websites of UpCode Studios, LLC or its subsidiaries, (each a “Site”), or subscribing to an UpCode Studios, LLC service (collectively, “UpCode”). The Site is owned and operated by UpCode Studios, LLC, and is accessed by you under the terms of use described below (“Terms of Use”). PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE ACCESSING OR USING THE SITE OR ANY CONTENT ON THE SITE. BY ACCESSING THE SITE OR ANY CONTENT ON THE SITE, YOU AGREE TO BECOME BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS, THEN YOU MAY NOT ACCESS THE SITE OR USE THE CONTENT OR ANY SERVICES IN THE SITE. UpCode ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL OF THESE TERMS AND CONDITIONS, TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS AND CONDITIONS ARE CONSIDERED AN OFFER BY UpCode, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS. 

2. MODIFICATIONS OF TERMS OF USE UpCode reserves the right, at its sole discretion, to modify or replace the Terms of Use at any time. If the alterations constitute a material change to the Terms of Use, UpCode will notify you by posting an announcement on the Site. What constitutes a “material change” will be determined at UpCode sole discretion, in good faith and using common sense and reasonable judgment. You are responsible for reviewing and becoming familiar with any such modifications. Use of the Site by you following such notification constitutes your acceptance of the terms and conditions of the Terms of Use as modified. 

3. CONTENT OWNERSHIP AND USAGE RIGHTS UpCode shall retain all worldwide rights in the intellectual property of the Site and any content on the Site, including, but not limited to, trademarks, the “look and feel” of the Site, its color combinations, layout, and all other graphical elements, and the copyright in and to its original content. You should assume that everything you read or see on the Site is copyrighted or otherwise protected and owned by UpCode, or a third party who licensed the right to use such content to UpCode. Unless otherwise expressly noted, nothing that you read or see on the Site or other site content, or any of the source code or HTML code that UpCode uses to generate the Site may be copied, reproduced, modified, distributed, transmitted, republished, displayed, or performed for commercial use without the prior written consent of UpCode, except as provided in the Terms of Use, without prior written consent or otherwise permitted by relevant law. 

4. USE OF SOFTWARE To the extent that UpCode provides for the download of UpCode software from the Site and any information or documentation related thereto (collectively “Software”), such Software is protected by the applicable copyright, patent or other intellectual property rights of either UpCode or the third-party licensor. Any use of the Software is subject to the terms of the applicable end-user or other license terms contained in the files for such Software. You are permitted to use the Software for your personal, non-commercial use or legitimate internal business purposes related to your role as a contractor of UpCode, partner of UpCode, or current or prospective customer of UpCode. As between the parties, UpCode solely shall own and hereby retains all rights, title and interest in and to the Software (including, without limitation, all patent, copyright, trademark, trade secret and other intellectual or industrial property rights embodied in the Software). You shall not reverse engineer or attempt to discover any source code or underlying ideas or algorithms of any Software (except to the extent that applicable law expressly prohibits such a reverse engineering restriction or to the extent the specific Software was provided in source code form by UpCode). 

5. INDEMNITY You will indemnify and hold harmless UpCode, its parents, subsidiaries, affiliates, customers, vendors, officers and employees from any liability, damage or cost (including reasonable attorneys. fees and cost) from (i) any claim or demand made by any third party due to or arising out of your access to or use of the Site or any content on the Site, (ii) violation of the Terms of Use by you, or (iii) the infringement by you of any intellectual property or other right of any person or entity. 

6. WARRANTY DISCLAIMERS Diligent care has been taken in acquiring and providing the information included and posted on the Site. Nonetheless, UpCode makes no guarantee or warranty, express or implied, as to the reliability, accuracy, timeliness or completeness of that information and assumes no responsibility for any errors or omissions therein. USER ACCESSES THIS SITE AT HIS OR HER OWN RISK. THE SITE AND ALL CONTENT ON THE SITE IS PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND AND ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT ARE SPECIFICALLY DISCLAIMED. NEITHER UpCode NOR ITS AFFILIATES, EMPLOYEES, AGENTS OR THIRD PARTY CONTENT PROVIDERS SHALL BE LIABLE FOR ANY LOSS RESULTING FROM USE OR UNAVAILABILITY OF INFORMATION OR CONTENT ON THIS SITE, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOSS OR DAMAGE TO DATA, OR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, COMPENSATORY OR INCIDENTAL DAMAGES, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS DISCLAIMER IS APPLICABLE TO ANY DAMAGE OR INJURY RESULTING FROM NEGLIGENCE OR OMISSION OF UpCode, COMPUTER VIRUS OR OTHER SIMILAR ITEM, TELECOMMUNICATIONS ERRORS, OR UNAUTHORIZED ACCESS TO OR USE OF USER INFORMATION THROUGH THEFT OR ANY OTHER MEANS. UpCode IS NOT LIABLE FOR CRIMINAL, TORTIOUS, OR NEGLIGENT ACTIONS OR OMISSIONS OF THIRD PARTIES THAT AFFECT THIS SITE. IN NO EVENT WILL UpCode OR ANY OF ITS AFFILIATES, AGENTS, EMPLOYEES, ASSIGNS OR THIRD PARTY CONTENT PROVIDERS BE HELD LIABLE FOR ANY TORTIOUS OR ILLEGAL CONDUCT OF OTHER USERS. IN NO EVENT WILL UpCode OR ANY OF ITS AFFILIATES, AGENTS, EMPLOYEES OR ASSIGNS BE HELD LIABLE FOR ANY DAMAGE TO EQUIPMENT, HARDWARE OR OTHER PROPERTY OF USER OR PERSONAL INJURY THAT ARISES IN CONNECTION WITH USE OF THE SITE. 

7. LINKING AND FRAMING UpCode does not object to links on third-party sites to the homepage of the Site in an appropriate context. However, “framing” or “mirroring” the Site or any of its content is prohibited without the prior written consent of UpCode. The Site may provide links to other sites or resources available on the Internet. Because UpCode has no control over such sites and resources, you acknowledge and agree that UpCode is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that UpCode shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource. 

8. TRADEMARKS AND TRADE NAMES The company name, graphics, logos, designs, page headers, button icons, scripts, and other product and service names are the trademarks and trade names of UpCode. UpCode trademarks and trade names may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion. 

9. ELECTRONIC COMMUNICATIONS We use reasonable security measures and take reasonable system, process and administrative precautions to protect the security and integrity of email and other electronic communications that you may send to us. Despite all these precautions, no method of transmission over the Internet is entirely secure and we cannot guarantee the confidentiality or security of the electronic communications or its contents. You transmit such information at your own risk and you should decide very carefully which information you want to send us via any electronic communication. 

10. SECURITY Users are prohibited from violating or attempting to violate the security of the site. UpCode will investigate occurrences of possible violations and will cooperate with all applicable law enforcement authorities in prosecuting violators. 

11. UNITED STATES GOVERNMENT RIGHTS The Software is a “commercial item” as defined at 48 C.F.R. 2.101, consisting of “commercial computer software”, “commercial computer software documentation” and “commercial services”. If you are a U.S. governmental entity, then you acknowledge and agree that (i) use, duplication, reproduction, release, modification, disclosure, or transfer of the Software and any related documentation of any kind, including, without limitation, technical data and manuals, will be restricted in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes, (ii) the Software were developed fully at private expense and (iii) all other use of the Software except in accordance with the license grant provided above is strictly prohibited. 

12. MISCELLANEOUS The Terms of Use constitutes the entire agreement between users of the Site and UpCode, and regarding the subject matter hereof. If you breach any term of the Terms of Use, UpCode may pursue any legal or equitable remedy available, including but not limited to, direct, consequential, and punitive damages and injunctive relief. UpCode remedies are cumulative and not exclusive. Failure of UpCode to exercise any remedy or enforce any portion of the Terms of Use at any time shall not operate as a waiver of any remedy or of the right to enforce any portion of the Agreement at any time thereafter. Users of this Site are responsible for compliance with all applicable regulations and laws. Any dispute arising out of the Terms of Use shall be governed by the laws of Pennsylvania, notwithstanding any conflicts of law principles. Any action relating to the Terms of Use must be filed and maintained in a court in the state of Pennsylvania, USA, and users consent to exclusive jurisdiction and venue in such courts for such purpose. 

13. REFUND POLICY Fees paid by Subscriber in connection with the purchase of add-ons or services, including without limitation SSL certificates, UpCode Managed Hosting, SEO Package, domain privacy, and domain names are non-refundable, as are payments made by check for $10.00 or less due to processing fees, unless otherwise expressly provided at the sole discretion of UpCode. All sales are final and no refund will be available once a payment has been made to a vendor, contractor, or provider.

14. CANCELLATION POLICY Requests for cancellation can be made inside your account or by emailing billing@upcode.com. Please note that all invoices and payments before the cancellation request will be unaffected and will remain valid.