Uplevyl Terms & Conditions

Last Updated: 20 November 2023

These Terms and Conditions are a legal and binding agreement between you and Uplevyl, Inc. ("Uplevyl", "Company", "we","us", or "our"). These Terms and Conditions govern:

By creating a Uplevyl account ("Account"), purchasing a Membership, or by accessing or using the Site, the App, or any other Services, whether through a mobile device, tablet, iPad, or computer, you agree to be bound by

Additional Terms only apply to you to the extent that you download, access, use, or purchase the Services governed by the Additional Terms. For example, if you download the App but do not have a Membership, the App Terms apply to you, but the Membership Terms do not.

If you are an individual and are entering into these Terms on behalf of an entity, you represent and warrant that you have the authority to bind the entity to these Terms.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: You should note that Section 13 of these Terms contains provisions governing how claims that you and Uplevyl have against each other are resolved.In particular, it contains an arbitration agreement that will, with limited exceptions, require disputes between use to be submitted to a binding and final arbitration.This means that you will be waiving your right to (1) seek relief in a court of law and (2) have a jury trial on your claims. PLEASE REVIEW SECTION 13 CAREFULLY; BY USING THE SERVICES, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THESE TERMS.

You may print a copy of these Terms by clicking here <INSERT LINK THAT LAUNCHES PRINTABLE VERSION>. If you have a disability, and you wish to access these Terms in an alternative format, please contact us.

1. AMENDMENT OR MODIFICATION OF THESE TERMS

We reserve the right, in our sole discretion, to update, modify, change or replace any portion of these Terms at any time. If Uplevyl makes changes, such changes will be posted on the Site and indicated by the "Last Updated" date at the top of the page. Any such changes are effective and binding the next business day. Except as may be expressly stated in the Membership Terms (which are applicable only to members), any changes to these Terms apply to all access to and use of the Services thereafter, and your continued use of the Services constitutes your acceptance of the revised Terms. We will notify you of such changes via the App if you have an active Account, or via a prominent posting on the Site. If you would like to receive an email notification when we update the Terms, please complete the form available here [INSERT].

2. ELIGIBILITY

You must be at least 18 years old to use the Services. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old or over (old enough to form a binding contract in the jurisdiction in which you reside); and (b) you have not previously been suspended or removed from any Services we offer. You may browse the Site without registering for an Account; however, you are required to register for an Account in order to access and use the App, have a Membership, and access and use certain other Services and Content (defined in Section 4 below). You acknowledge that you are eligible to access certain Services and Content only if you have an active Membership and an Account in good standing.

3. PRIVACY

Your use of the Services, and the use of any information collected by us through your use of the Services, is subject to our Privacy Policy which is incorporated into these Terms.

4. RESTRICTIONS

You will access and use the Services solely for your personal purposes. You will not post, publish, reproduce, transmit, distribute or otherwise view, use or exploit the Services or any content, data, information, or materials found on the Services (“Content”) in a manner that is inconsistent with these Terms.

You shall not, and you shall ensure that all equipment, hardware, software, products and/or sites you use to access, visit, or use the Services does not disturb or interfere with our operation of the Services in any way, or impede or interfere with others’ access, visitation, enjoyment, and/or use of the Services. You will not use the Services to collect or track the personal information of others or use any data mining, data gathering, or extraction method. You will not interfere with or circumvent any feature of the Services, including any security or access control mechanism. You also agree not to circumvent, remove, alter, deactivate, degrade or thwart any of the content protections in the Services. We reserve the right, in addition to our other remedies, with or without notice, to immediately disconnect from the Services any equipment, hardware, software, product and/or Services causing interference with us, our licensors, vendors, service providers, the Services or any Content.

You will not impersonate any person or entity, or misrepresent your affiliation with a person or entity, or misrepresent the origin of any information or Content that you provide to us. You agree that your use of the Services will at all times be for a lawful purpose and you agree to comply with all applicable laws and regulations in your use of the Services. Possible evidence of use of this Services for illegal purposes may be provided to law enforcement authorities.

You will not upload, transmit, distribute, introduce or otherwise make available in any manner through the Services any computer virus, keyloggers, spyware, worms, Trojan horses, timebombs, backdoors, or other malicious or harmful programming, or any code that will affect the functionality or accessibility of the Services (collectively, “Viruses”). We do not have an obligation to detect the presence of such Viruses. If you download Content from the Services, you do so at your own risk.

You are solely responsible for all usage of, or activities on, the Services by you and using your Account.

You acknowledge and agree that the Services and the Content includes subject matter that is owned by us or other third parties and is protected under copyright, trademark and other intellectual property laws. Unauthorized use of the Services or the Content may violate such intellectual property laws or other laws relating to privacy and publicity. The violation of such laws may give rise to civil and/or criminal penalties.

You acknowledge that we have not reviewed and do not necessarily endorse the Content of sites, applications, destinations or sites linked to or accessible from this Services and are not responsible for the Content or actions of any other sites, applications, destinations or sites. If you link to or access any other site, application, destination or site you acknowledge that you do so at your sole risk.

You may not use the Services for any illegal, unlawful or unauthorized purpose, or to solicit others to perform or participate in any unlawful acts. You must comply with all local, state, federal, provincial, national, international, and foreign laws, rules, and regulations (including applicable import and export control laws, rules, and regulations of the United States and other countries) in accessing and using the Services and the Content. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC), or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

You may not, nor may you allow others, to directly or indirectly, do any of the following for any reason:

We reserve the right, in our sole discretion, make use of any operational, technological, legal or other means available to enforce these Terms (including without limitation blocking specific IP addresses), at any time without liability.

You may not access, tamper with, or use non-public areas of the Services or our systems, or areas that you are not authorized to access because you do not have an Account in good standing and a Membership.

5. Feedback

All feedback or submissions of any kind that you submit to Uplevyl or via the Services, and any input and suggestions regarding problems with or proposed modifications or improvements to the Services that you provide to Uplevyl (the “Feedback”) are provided by you voluntarily and are hereby received on a non-confidential basis and shall, to the fullest extent permissible under applicable law, become our property. To the extent that applicable law does not provide us with an ownership interest in any Feedback, you agree that by providing us with the Feedback you are granting us and any of our affiliated companies, sublicensees, and successors in interest a perpetual, royalty-free, irrevocable worldwide license to use, transmit, copy, reproduce, distribute, publicly display, or perform, and to prepare derivative works based upon the Feedback. You understand that your Feedback will not be confidential, there will be no attribution to you with respect to such Feedback, and that no compensation will be paid to you with respect to your Feedback. Despite the rights granted to us herein, we are under no obligation to in any way use, post, or otherwise make such Feedback available.

6. Intellectual Property Rights

The Services are owned and operated by Uplevyl. The Services are not sold to you. You acknowledge and agree that all right, title and interest in and to the (i) Services (and all our other products and services), including without limitation, the visual interfaces, graphics, design, compilation, information, data, algorithms, computer code, and all other elements of the Services; (ii) all Content (except for Your Content as described in the Member Terms); and (ii) any and all patents, copyrights, trade secret rights, trademarks, trade names and other proprietary rights embodied in (i) and/or (ii) or associated therewith are and shall remain Uplevyl’s or its licensors’ sole and exclusive property, and Uplevyl in no way convey any right or interest in the Services or Content other than a limited license to use in accordance with these Terms. You agree to comply with all intellectual property laws, and you shall not encumber any interest in, or assert any rights to, the Content or the Services. Uplevyl reserves all rights to the Services and Content not granted expressly in these Terms.

7. Trademarks

Uplevyl's stylized name and other related graphics, logos, service marks and trade names used on or in connection with the Services are the trademarks of Uplevyl and are owned by Uplevyl.

Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners who may or may not endorse or be affiliated with or connected to us.

You will not remove, alter, or obscure any copyright notice, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

Nothing in these Terms should be construed as granting, by implication or otherwise, any license or right to use any of trademarks, logos, or service marks displayed in the Services, without our prior written permission in each instance.

8. Copyright Complaint

If you believe the Services contain Content that infringes your copyright, please provide the information listed below to our designated agent (listed below) for claims of copyright infringement:

9. Advertising

In consideration for Uplevyl allowing you to use the Services, you agree that we, our affiliates, and our third-party partners may place advertising on the Services.

10. Term and Termination

These Terms commence on the date you accept them (as described in the preamble) and continue until terminated in accordance with the terms herein. If you have a Membership, then the cancellation and termination provisions in the Membership Terms govern the termination of your Membership.

If you violate any provision of these Terms, your authorization to access and use the Services automatically terminates. In addition, Uplevyl may, at its sole discretion, terminate these Terms or suspend or terminate your access to the Services, at any time for any reason or no reason, with or without notice.

You may terminate these Terms at any time by contacting Uplevyl at contact us. However, if you terminate pursuant to this paragraph you may no longer access or use the Services or any Content after such termination, and no refunds of any fees paid for any Services shall be provided, except as expressly set forth in the applicable Membership Terms or as required by applicable law.

Those provisions which by their nature should survive termination shall so survive.

11. Disclaimers

12. Limitation Of Liability

UNDER NO CIRCUMSTANCES WILL ANY OF THE UPLEVYL PARTIES BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON CONTENT OBTAINED THROUGH THIS SERVICES. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY CONTENT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANY OF THE UPLEVYL PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, INCOME, PROFIT OR GOODWILL, LOSS OF OR DAMAGE TO PROPERTY AND CLAIMS OF THIRD PARTIES ARISING OUT OF THESE TERMS, THE SERVICES OR CONTENT, OR YOUR USE THEREOF, HOWEVER CAUSED, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PROPRIETARY RIGHTS INFRINGEMENT, PRODUCT LIABILITY OR OTHERWISE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ANY UPLEVYL PARTIES HAVE BEEN INFORMED OF THE POSSIBILITY OF DAMAGE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES OR THE CONTENT IS TO STOP USING THE SERVICES. YOU HEREBY WAIVE ANY AND ALL CLAIMS ARISING OUT OF YOUR USE OF THE SERVICES AND CONTENT. THESE LIMITATION DO NOT APPLY TO LIABILITY ARISING FROM ANY FRAUD OR FRAUDULENT MISREPRESENTATIONS, OR ANY OTHER LIABILITY THAT CANNOT BE LIMITED BY APPLICABLE LAW. FURTHERMORE, BECAUSE SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, THESE PROVISIONS MAY NOT APPLY TO YOU. IF ANY PORTION OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN OUR AGGREGATE LIABILITY SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100) (OR IF SUCH AMOUNT IS NOT ENFORCEABLE UNDER APPLICABLE LAW, THEN THE UPLEVYL PARTIES’ LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW). THIS SECTION 12 IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN AND REFLECTS A FAIR ALLOCATION OF RISK. THE SERVICES WOULD NOT BE PROVIDED WITHOUT THE LIMITATIONS SET FORTH IN THIS SECTION 12 AND YOU AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY, DISCLAIMERS AND EXCLUSIVE REMEDIES SPECIFIED HEREIN WILL SURVIVE EVEN IF FOUND TO HAVE FAILED IN THEIR ESSENTIAL PURPOSE.

13. DISPUTE RESOLUTION AND ARBITRATION AGREEMENT

Please read the following arbitration agreement in this Section 13 ("Arbitration Agreement") carefully. This Arbitration Agreement requires you to arbitrate disputes with Uplevyl, Inc. and limits the manner in which you seek relief from us.

A. GOOD FAITH NEGOTIATIONS. Uplevyl's goal is to provide you with a neutral means of resolving a dispute quickly. For any claim relating to these Terms, you must initiate dispute proceedings by first contacting Uplevyl. If the dispute has not been resolved within one hundred and twenty (120) days from Uplevyl's receipt of your dispute, you may request an arbitration proceeding.

B. APPLICABILITY. This Arbitration Agreement applies to any dispute or claim relating to your use of our Services or any other aspect of your relationship with Uplevyl that has not been resolved within one hundred and twenty (120) days from Uplevyl's receipt of your dispute. It requires that, and by entering into these Terms you agree, that such claims will be resolved by binding arbitration, rather than in court. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms.

C. RULES OF ARBITRATION. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. The arbitration will be governed by an established alternative dispute resolution ("ADR") provider selected by Uplevyl, in its sole discretion. Disputes involving claims and counterclaims under $250,000.00, not inclusive of attorneys' fees and interest, shall be subject to the American Arbitration Association's ("AAA") most current version of the Streamlined Arbitration Rules and Procedures. All other claims will be subject to AAA's most current version of the Comprehensive Arbitration Rules and Procedures. If the first choice ADR provider is not available to arbitrate, the Uplevyl will select an alternate ADR provider. Should either party file a claim contrary to this Section, the other party may recover attorneys' fees and costs up to ten thousand U.S. Dollars ($10,000.00 USD), provided that such party seeking such fees has notified the other in writing of the improperly filed claim, and the other has failed to promptly withdraw the claim. AAA's most current versions of its rules, policies, and procedures can be found here: https://www.adr.org/Rules. (opens in a new tab)

D. LOCATION. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in TRAVIS COUNTY, TEXAS or at another mutually agreed location.

E. ARBITRATOR'S AUTHORITY. The arbitrator has the exclusive authority to (i) determine the scope and enforceability of this Arbitration Agreement, and (ii) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator will have the authority to grant motions dispositive of all or part of any claim. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum's rules, and the Agreement (including the Arbitration Agreement). The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.

F. NO JURY TRIALS By agreeing to arbitration, YOU AND UPLEVYL ARE EACH AGREEING TO WAIVE RIGHTS TO A JURY TRIAL. Instead, you and Uplevyl are electing that all claims and disputes will be resolved by arbitration under this Arbitration Agreement. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

G. EXCEPTIONS. Exceptions: nothing in this Arbitration Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

H. ONE AT A TIME. All claims and disputes within the scope of this Arbitration Agreement MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, AND YOU GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR ANY OTHER CLASS PROCEEDING. Only individual relief is available and claims of more than one customer or user cannot be arbitrated or consolidated with those of any other customer or user. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. If a decision is issued stating that applicable law precludes enforcement of any of this subsection's limitations as to a given claim for relief, then the claim must be severed from the arbitration and brought into the State or Federal Courts located in Travis County, Texas. All other claims shall be arbitrated.

I. SEVERABILITY. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

J. CHANGES. If Uplevyl makes any future change to this arbitration provision, other than a change to Uplevyl’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Uplevyl’s address for Notice of Arbitration, in which case your account with Uplevyl will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

K. SURVIVAL OF ARBITRATION AGREEMENT. The terms of this Arbitration Agreement will continue, even after your relationship with Uplevyl has ended.

14. Governing Law

The laws of the State of Texas, U.S.A., without regard to its conflict of laws rules, shall apply to any disputes arising out of or relating to this Agreement, the Service, or your relationship with Uplevyl. Notwithstanding the foregoing, the Arbitration Agreement in Section 13 above shall be governed by the Federal Arbitration Act.

15. Venue

Except for claims that may be properly brought in a small claims court of competent jurisdiction, all claims arising out of or relating to this Agreement, to the Services, or to your relationship with Uplevyl that for whatever reason are not submitted to arbitration as described in Section 13 will be litigated exclusively in the federal or state courts of Travis County, Texas, U.S.A. You and Uplevyl consent to the exercise of personal jurisdiction of courts in the State of Texas and waive any claim that such courts constitute an inconvenient forum.

16. Third Parties

The Services may contain advertisements and promotions offered by third parties; and may also provide links to third party web sites or applications, or access to third party service providers (collectively “Third Party Sites”). For purposes of these Terms, the term “Third Party Site” also includes any application, content, images, products, videos, resources, services, and other information material that may be available on such Third Party Site. Our decision to link to Third Party Sites is not an endorsement of the Third Party Site. These Terms govern only the Services as described in these Terms and not any Third Party Sites. We do not control the Third Party Sites and expressly disclaim any responsibility or liability for the Third Party Sites and for the acts and omissions of any third parties. Uplevyl is not responsible for the availability (or lack of availability) of Third Party Sites. If you choose to interact with Third Party Sites, you do so at your own risk, and such third party's terms (and not these Terms) will govern their relationship with you. We may exchange information with third party service providers in order to facilitate the provision of Services (and related third party services). Where such information consists of Personal Information (as defined in the Privacy Policy), it will only be shared with third parties in accordance with the Privacy Policy.

17. Indemnity

You agree, to the extent permitted under applicable law, to indemnify, defend and hold harmless Uplevyl, our affiliates, and our and their respective officers, directors, agents, and employees from and against any and all complaints, demands, claims, damages, losses, costs, liabilities and expenses, including attorney's fees, due to, arising out of, or relating in any way to your use of the Services.

18. FORCE MAJEURE

Uplevyl shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

19. NOTICES

To Uplevyl: Notice will be sent to the following address: [INSERT] and will be deemed delivered as of the date of actual receipt. To you: We may give electronic notices by general notice via the Site or the App and may give electronic notices specific to you by email to your e-mail address(es) on record in our Account information for you or through the notifications center of the App. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you. You must keep all of your Account information current.

20. COMMUNICATIONS

To provide you with the Services, we may send you service announcements and other information from time to time. You agree that Uplevyl will provided notices and messages to you in the following ways: (1) within the Services, or (2) sent to the contact information you provide to Uplevyl (e.g., email, mobile number). You agree to keep your contact information up to date. To learn more about how We communicate with you, please see Uplevyl’s Privacy Policy[LINK]. Please review your settings within the App to control and limit the messages you receive from Us.

21. WAIVER AND SEVERABILITY

Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any portion of these Terms is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

22. ACTIONS PERMITTED.

Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.

23. MODIFICATION OF THE SERVICES

We may, in our sole discretion, decide to modify, improve, or discontinue all or part of the Services at any time, with or without notice, and without liability to you.

24. EXPORT CONTROL

You may not use, export, import, or transfer Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Services, and any other applicable laws. In particular, but without limitation, Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person's List or Entity List. By using Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

25. ASSIGNMENT

These Terms and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Uplevyl's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

26. DATA CHARGES AND DEVICE REQUIREMENTS

You are responsible for any mobile charges that you may incur for using our Services, including text-messaging and data charges. If you're unsure what those charges may be, you should ask your service provider before using the Services. To enjoy the Services via your smartphone or other device, your device must satisfy certain system requirements. These requirements can be found on the Site, Google, and Apple.

27. ENTIRE AGREEMENT

These Terms (including all attachments hereto and links incorporated herein by reference) is the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter. Terms that Uplevyl provides to you electronically satisfy any legal requirement that such communications would satisfy if they were made in writing in a physical document. The foregoing does not affect your statutory rights.

28. CONTACT US

If you have any questions regarding these Terms, you may contact us here. These Membership Terms apply only if you have purchased a subscription membership (“Membership”) by registering for an Account and paying the applicable fees.By creating a Uplevyl Account and purchasing a Membership, You agree to be bound by all the Terms, including: (1) these Membership Terms, (2) the App Terms, (3) the Third Party Content Creator Terms (if applicable as described below) (4) the Terms and Conditions, (5) our Privacy Policy, Arbitration Procedures, and Community Guidelines, and (6) any Additional Terms disclosed to you if you purchase or have purchased certain Services we offer.If you download, access or use the App, the App Terms apply in addition to these Membership Terms. If you are a Third Party Content Creator, the Third Party Content Creator Terms apply in addition to these Membership Terms. If you do not accept and agree to be bound by all of the Terms, do not create an Account or purchase a Membership.

The Membership is a subscription. At the conclusion of your initial 12 month subscription, your subscription will automatically renew for successive 12 month subscription period, and we will automatically bill you for the fees applicable to the renewal. We will notify you via the App or send you an email notification (using the email associated with the Account) regarding your renewal prior to your renewal date.

You must terminate your Membership by canceling through the Account Settings within your Account prior to the end of your current subscription period and follow the instructions to cancel your Membership, even if you have otherwise deleted your Account with us or deleted the App from your device. Deleting your Account or deleting the App from your device does not cancel your Membership subscription. If your Membership has renewed for the next subscription period, you may not cancel it until the end of that subscription period.If you cancel your Membership, you may use your Membership until the end of your then-current subscription period, and your Membership will not be renewed after your then-current subscription period expires. Some jurisdictions have mandatory laws applicable to cancellation rights, and this paragraph is not intended to override such laws.

Notice to California Members:You may cancel your Membership subscription, without penalty or obligation, at any time prior to midnight of the third business day following the date you subscribed. If you subscribed using your Apple ID, refunds are handled by Apple, not Uplevyl. If you wish to request a refund, please visit https://getsupport.apple.com. If you subscribed using your Google Play Store account, please contact customer support.

All prices are shown in U.S. dollars. Prices for our Services are subject to change at any time in Uplevyl’s sole discretion. Uplevyl is also free to introduce new fees and charges in relation to any Services at any time. If you are an existing Member, we will use commercially reasonable efforts to notify you of any pricing changes related to your current, active subscription via email. Otherwise, pricing changes will be posted on the Site.

In addition to the Restrictions section of the Terms, and any other terms and conditions related to Content contained in the Terms, the following additional terms shall apply. Content that you upload, post, display, or otherwise submit or provide is referred to as “Your Content”.

All Your Content and your use of Content, the App, your Membership must be in compliance with Uplevyl's Community Guidelines as may be revised and updated from time to time. A current copy of Uplevyl’s Community Guidelines is available here.

You understand and agree that we have the right but not the obligation to monitor or review any Content. We may delete any Content, in whole or in part, that in our sole judgment violates these Terms or may harm the reputation of Uplevyl.

You hereby agree not to post, display, or otherwise submit or provide any Prohibited Content as part of your use of the Services.

We grant you a non-exclusive, limited, personal, non-transferable, revocable, license to access and use Uplevyl Content, without the right to sublicense, under the following conditions:

• Any Content that contains language or imagery which could be deemed offensive or is likely to harass, upset, embarrass, alarm or annoy any other person (including for example and without limitation, language that could be deemed discriminatory towards an individual's race, color, ethnicity, national origin, religion, disability, sexual orientation, gender expression, gender identity, or physical appearance);

• Any Content that is obscene, pornographic, violent or otherwise may offend human dignity (including for example and without limitation, language that could be deemed discriminatory towards an individual's race, color, ethnicity, national origin, religion, disability, sexual orientation, gender expression, gender identity or physical appearance);

• Any Content that is abusive, insulting or threatening, discriminatory or which promotes or encourages racism, sexism, hatred or bigotry (including for example and without limitation, language that could be deemed discriminatory towards an individual's race, color, ethnicity, national origin, religion, disability, sexual orientation, gender expression, gender identity or physical appearance);

• Any Content encourages any illegal activity including, without limitation, terrorism, inciting racial hatred or the submission of which in itself constitutes committing a criminal offense;

• Any Content that is defamatory or libelous;

• Any Content that relates to commercial activities (including, without limitation, sales, competitions and advertising, links to other websites or premium line telephone numbers);

• Any Content that involves the transmission of "junk" mail or "spam";

• Any Content contains any spyware, adware, viruses, corrupt files, worm programs or other malicious code designed to interrupt, damage or limit the functionality of or disrupt any software, hardware, telecommunications, networks, servers or other equipment, Trojan horse or any other material designed to damage, interfere with, wrongly intercept or expropriate any data or personal information whether from Uplevyl or otherwise;

• Any Content contains any spyware, adware, viruses, corrupt files, worm programs or other malicious code designed to interrupt, damage or limit the functionality of or disrupt any software, hardware, telecommunications, networks, servers or other equipment, Trojan horse or any other material designed to damage, interfere with, wrongly intercept or expropriate any data or personal information whether from Uplevyl or otherwise;

• Any Content involving, directly or indirectly another person which was created or distributed without that person's consent; Any Content that is harmful to minors; or

• Any Content that impersonates any other person, including falsely stating your name. If you believe there is Prohibited Content located anywhere on the App, please notify Uplevyl by contacting us here [INSERT].

These App Terms apply only if you access, use, or download the App.

By creating downloading, accessing, or using the App, You agree to be bound by all the Terms, including: (1) these App Terms, (2) the Membership Terms, (3) the Third Party Content Creator Terms (if applicable as described below) (4) the Terms and Conditions, (5) our Privacy Policy, Arbitration Procedures, and Community Guidelines, and (6) any Additional Terms disclosed to you if you purchase or have purchased certain Services we offer.

If you create an Account and/or purchase a Membership subscription, the Membership Terms apply in addition to these App Terms.

If you are a Third Party Content Creator, the Third Party Content Creator Terms apply in addition to these App Terms.

If you do not accept and agree to be bound by all of the Terms, do not download the App.

1. You acknowledge and agree that (i) these Terms is concluded between you and Uplevyl only, and not Apple, and (ii) Uplevyl, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
2. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
3. In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Uplevyl and Apple, any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Uplevyl.
4. You and Uplevyl acknowledge that, as between Uplevyl and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
5. You and Uplevyl acknowledge that, as between Uplevyl and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
6. You and Uplevyl acknowledge and agree that Apple, and Apple's subsidiaries, are third party beneficiaries of these Terms as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the App Store Sourced Application against you as a third party beneficiary thereof.
7. Without limiting any other terms of these Terms, you must comply with all applicable third party terms of agreement when using the App Store Sourced Application.

You hereby agree that you shall not: copy the App, except as expressly permitted by this license; modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the App; reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the App or any part thereof; remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the App, including any copy thereof; rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the App, or any features or functionality of the App, to any third party for any reason, including by making the App available on a network where it is capable of being accessed by more than one device at any time; remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the App; or use the App in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems.

You acknowledge and agree that the App is provided under license, and not sold, to you. You do not acquire any ownership interest in the App under this License Agreement, or any other rights thereto other than to use the App in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this License Agreement. Uplevyl and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the App, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this License Agreement.

You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the App in any medium, including without limitation by any automated or non-automated "scraping"; (ii) deciphering, decompiling, disassembling, reverse engineering or otherwise attempting to derive any source code or underlying ideas or algorithms of any part of the App; (iii) using any automated system, including without limitation "robots," "spiders," "offline readers," etc.; (iv) transmitting spam, chain letters, or other unsolicited email; (v) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the App; (vi) uploading invalid data, viruses, worms, or other software agents through the App (by breaching this provision you would commit a criminal offense under the Computer Misuse Act 1990); (vii) collecting or harvesting any personally identifiable information, including account names, from the App; (viii) using the App for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity, or creating a username that is vulgar or obscene (as determined in the Company's sole discretion); (x) interfering with the proper working of the App; (xi) accessing any content on the App through any technology or means other than those provided or authorized by the App; or (xii) bypassing the measure we may use to prevent or restrict use or copying of any content or enforce limitations on use of the App or the content therein.

You acknowledge that when you download, install, or use the App, Uplevyl may use automatic means (including, for example, cookies and web beacons) to collect information about your Mobile Device and about your use of the App. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the App or certain of its features or functionality. All information we collect through or in connection with this App is subject to our Privacy Policy. By downloading, installing, using, and providing information to or through this App, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

You may choose to, or we may invite you to submit comments or ideas about the App, including without limitation about how to improve the App or our products ("Ideas"). By submitting any Idea, you agree that your disclosure will not place Uplevyl under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Uplevyl does not waive any rights to use similar or related ideas previously known to Uplevyl, or developed by its employees, or obtained from sources other than you.

Uplevyl may from time to time in its sole discretion develop and provide App updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that Uplevyl has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the internet either: the App will automatically download and install all available Updates; or you may receive notice of or be prompted to download and install available Updates.

You shall promptly download and install all Updates and acknowledge and agree that the App or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the App and be subject to all terms and conditions of this License Agreement.

THIRD PARTY CONTENT CREATOR TERMS

Last Updated: November 10, 2022

Uplevyl may extend to you the invitation to create Third Party Content (defined below) for use with the Services. Third Party Content is not Your Content.These Third Party Content Creator Terms apply only if you are a Third Party Content Creator.

By accepting an invitation to be a Third Party Content Creator or by providing Third Party Content to Uplevyl, You agree to be bound by all the Terms, including: (1) these Third Party Content Creator Terms, (2) the Membership Terms (if applicable as described below), (3) the App Terms (if applicable as described below) (4) the Terms and Conditions, (5) our Privacy Policy, Arbitration Procedures, and Community Guidelines, and (6) any Additional Terms disclosed to you if you purchase or have purchased certain Services we offer.

If you create an Account and/or purchase a Membership subscription, the Membership Terms apply in addition to these Third Party Content Creator Terms.

If you download, use, or otherwise access the App, the App Terms apply in addition to these Third Party Content Creator Terms.

If you do not accept and agree to be bound by all of the Terms, do not agree to be a Third Party Content Creator or provide Third Party Content to Uplevyl.

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you hereby agree as follows:

You hereby authorize Uplevyl directly or indirectly to: (i) create and use Third Party Content without fee, compensation, or royalties anywhere in the universe, in all Media, (ii) use your name, likeness, voice and biographical material in connection with the Third Party Content and to promote or exploit the same or any other works based upon them, (iii) exhibit or distribute such Third Party Content throughout the world in any manner whatsoever, in whole or in part, without restrictions or limitation for any purpose for which Uplevyl desires or deems appropriate, including, without limitation, as part of the Services, in any and all news, commercial, promotional, packaging for any product or service, advertising, artistic, humorous, satirical, trade, or other purposes, in any medium (including the right to use your name, if Uplevyl, its Assigns or successors so desires) and (iv) to copyright the same in its name or any other name that it may choose. Without limiting any of the foregoing, you understand, acknowledge and agree that the Third Party Content may be combined with other images, text, graphics, film, audio, audio-visual works; and may be cropped, altered or modified. All references to “you” in these Third Party Content Creator Terms include your name, appearance, likeness and voice.

You represent and warrant that you have the right to grant Uplevyl the above-mentioned rights without obtaining the permission of, or making any payments to, any third party or entity.

To the extent that you (or any Producer acting on your behalf) provides any Third Party Content that includes any other person, you represent and warrant that you will have all such person(s) agree to be bound by these Terms or execute legally binding terms at least as protective of Uplevyl as these Terms.

You understand that, unless otherwise expressly agreed to by you and Uplevyl in writing, nothing contained in this section shall constitute any obligation by Uplevyl to make use of any Third Party Content.

You further release and discharge Uplevyl, its successors and Assigns and their respective employees, shareholders, officers, directors and contractors from and against any and all claims and demands, including, without limitation, any claims for defamation or invasion of privacy, and waives and forgoes any and all legal or equitable actions arising out of in connection with the use of the Third Party Content (including, without limitation, film, photograph and or sound).

You acknowledge that to the best of your knowledge the Third Party Content and your appearance described above shall not constitute a performance and that you shall not be entitled to any compensation for such appearance, nor to any guild or union payments for the use or re-use of such appearance.

You, as well as the your successors, licensees and assigns, hereby release, discharge and hold Uplevyl harmless from, and covenant not to sue Uplevyl for, any claim or cause of action, whether known or unknown, for libel, slander, invasion of right of privacy, publicity or personality, or any other claim or cause of action, based upon or relating to the authorized use of the Third Party Content, video, film, photograph and/or sound recording or the exercise of any of the rights referred to herein.

You acknowledge and agrees that the rights granted to Uplevyl, and your releases contained in these Third Party Content Creator Terms, are irrevocable, worldwide and perpetual. This consent, release, and rights contained in this section shall survive and continue, even after your relationship with Uplevyl has ended.