Terms and Conditions
YOU FURTHER REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS AND CONDITIONS (ON BEHALF OF YOURSELF AND YOUR AFFILIATES). YOU MAY NOT ACCESS OR USE THE SERVICES IF YOU ARE NOT AT LEAST 18 YEARS OLD.
SUPPLEMENTAL TERMS AND CONDITIONS OR DOCUMENTS THAT MAY BE POSTED ON THE WEBSITE https://www.uproartech.com. FROM TIME TO TIME ARE HEREBY EXPRESSLY INCORPORATED HEREIN BY REFERENCE. WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION, TO MAKE CHANGES OR MODIFICATIONS TO THESE TERMS AND CONDITIONS AT ANY TIME AND FOR ANY REASON. WE WILL ALERT YOU ABOUT ANY CHANGES BY UPDATING THE “LAST UPDATED” DATE OF THESE TERMS, AND YOU WAIVE ANY RIGHT TO RECEIVE SPECIFIC NOTICE OF EACH SUCH CHANGE. IT IS YOUR RESPONSIBILITY TO PERIODICALLY REVIEW THESE TERMS AND CONDITIONS TO STAY INFORMED OF UPDATES. YOU WILL BE SUBJECT TO AND WILL BE DEEMED TO HAVE BEEN MADE AWARE OF, AND TO HAVE ACCEPTED, THE CHANGES IN ANY REVISED TERMS AND CONDITIONS BY YOUR CONTINUED USE OF THE SERVICES AFTER THE DATE SUCH REVISED TERMS AND CONDITIONS ARE POSTED.
1.1 Account Creation. No account or registration is required to view the Website. In order to use the Services, Client must establish an Account with UpRoar. Client will be solely responsible for its Affiliates’ and Authorized Users’ use of the Account in accordance with these Terms and Conditions.
1.2 Client Representations. Client represents and warrants that: (i) all required registration information Client submits is truthful and accurate; and (ii) Client will maintain the accuracy of such information.
1.3 Account Responsibilities. Client is responsible for maintaining the confidentiality of Client’s Account information and is fully responsible for all activities that occur under Client’s Account. Client agrees to immediately notify UpRoar of any unauthorized use, or suspected unauthorized use of Client’s Account or any other breach of security. UpRoar cannot and will not be liable for any loss or damage arising from Client’s failure to comply with the above requirements.
2. LICENSE AND INTELLECTUAL PROPERTY RIGHTS
2.1 License to Client. UpRoar grants the Client a limited, worldwide, non-exclusive, non-transferable, non-sublicenseable, revocable license and right to use the Services solely for the Client's own internal business purposes subject to these Terms and Conditions. The UpRoar Software as a Service and the UpRoar Content are not sold or transferred to you, and UpRoar and its licensors retain ownership of all copies of the UpRoar software and applications and UpRoar Content even after installation on your Devices.
2.2 License from Client. Subject to these Terms and Conditions, Client grants to UpRoar the limited, worldwide, non-exclusive, non-transferable, non-sublicenseable, revocable license and right to use, copy, store, transmit and display the Client Content, Client Data and End User Data solely to the extent necessary to provide the Services as requested by the Client, except where Client grants UpRoar authorization beyond such use.
2.3 Lawful Use. Client may only use the Services for its own lawful, internal business purposes. In addition to the restrictions set forth in Section 2.4 and 3.1 below, Client will be responsible for Affiliates and Authorized Users’ compliance with these Terms and Conditions and liable for Affiliates and Authorized Users’ breach thereof. Client will ensure that it has obtained all necessary consents and approvals for UpRoar to access Client Data for the purposes permitted under these Terms and Conditions. If Client is in breach of this section, UpRoar may suspend Services if and to the extent necessary to mitigate or avoid imminent damage, in addition to any other rights and remedies UpRoar may have at law or in equity.
2.4 Certain Restrictions. The rights granted to Client in these Terms and Conditions are subject to the following additional restrictions: Client may not (i) modify, disassemble, decompile or reverse engineer the Services, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Services to any third party or use the Services to provide time sharing or similar services for any third party; (iii) make any copies of the Services; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Services, features that prevent or restrict use or copying of any content accessible through the Services or features that enforce limitations on use of the Services; (v) delete the copyright and other proprietary rights notices on the Services; or (vi) access the Services in order to build a similar or competitive website, product, or service.
Unless otherwise indicated, any future release, update, or other addition to functionality of the Services shall be subject to these Terms and Conditions. All copyright and other proprietary notices on the Services (or on any content displayed on the Services) must be retained on all copies thereof.
2.5 Modification. UpRoar reserves the right, at any time, to modify, suspend, or discontinue the Services (in whole or in part) with or without notice to Client. Client agrees that UpRoar will not be liable to Client or to any third party for any modification, suspension, or discontinuation of the Services or any part thereof.
3. MOBILE SOFTWARE
3.1 License to use Mobile Software. As part of the Services, UpRoar makes available Mobile Software. To use the Mobile Software, Client or Client’s End Users must have a Device that is compatible with the Mobile Software. UpRoar does not warrant that the Mobile Software will be compatible with any given Device. UpRoar hereby grants to Client and its End Users a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile SoftwareUpRoar for personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Software, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Software to any third party or use the Mobile Software to provide time sharing or similar services for any third party; (iii) make any copies of the Mobile Software; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Software, features that prevent or restrict use or copying of any content accessible through the Mobile Software, or features that enforce limitations on use of the Mobile Software; (v) delete the copyright and other proprietary rights notices on the Mobile Software; or (vi) access the Mobile Software in order to build a similar or competitive website, product, or service. Client acknowledge that UpRoar may from time to time issue upgraded versions of the Mobile Software and may automatically electronically upgrade the version of the Mobile Software that Client or Client’s End Users are using on a Device and consents to such automatic upgrading on a Device and agrees that the terms and conditions of these Terms and Conditions will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Software is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Software or any copy thereof, and UpRoar or its third-party partners or suppliers retain all right, title, and interest in the Mobile Software (and any copy thereof). Any attempt to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in these Terms and Conditions, is void. UpRoar reserves all rights not expressly granted under these Terms and Conditions.
3.2 Mobile Software from iTunes. The following applies to any iTunes-Sourced Software: You acknowledge and agree that this Agreement is solely between you and UpRoar, not Apple, and that Apple has no responsibility for the iTunes-Sourced Software or content thereof. Your use of the iTunes-Sourced Software must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iTunes-Sourced Software. In the event of any failure of the iTunes-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the iTunes-Sourced Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iTunes-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by this Agreement and any law applicable to UpRoar as provider of the software. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the iTunes-Sourced Software or your possession and/or use of the iTunes-Sourced Software, including, but not limited to: (i) product liability claims; (ii) any claim that the iTunes-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by these Terms and Conditions and any law applicable to UpRoar as provider of the software. You acknowledge that, in the event of any third party claim that the iTunes-Sourced Software or your possession and use of that iTunes-Sourced Software infringes that third party’s intellectual property rights, UpRoar, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms and Conditions. You and UpRoar acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement as relates to your license of the iTunes-Sourced Software, and that, upon your acceptance of these Terms and Conditions, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms and Conditions as relates to your license of the iTunes-Sourced Software against you as a third party beneficiary thereof.
4. User Content
4.1 User Content. Client is solely responsible for its User Content. Client assumes all risks associated with use of User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of User Content that personally identifies Client or any third party. Client hereby represents and warrants that User Content does not violate the Acceptable Use Policy (defined in Section 4.3 below). Client may not represent or imply to others that User Content is in any way provided, sponsored or endorsed by UpRoar. Because Client alone is responsible for User Content, Client may expose itself to liability if, for example, User Content violates the Acceptable Use Policy. UpRoar is not obligated to backup any User Content, and User Content may be deleted at any time without prior notice. Client is solely responsible for creating and maintaining its own backup copies of User Content if desired.
4.2 License. Client hereby grants (and Client represents and warrants that Client has the right to grant) to UpRoar an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including User Content in the Services. Client hereby irrevocably waives (and agrees to cause to be waived) any claims and assertions of moral rights or attribution with respect to User Content.
4.3 Acceptable Use Policy. The following terms constitute UpRoar’s “Acceptable Use Policy”:
a) Client agrees not to use the Services to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions.
b) In addition, Client agrees not to: (i) upload, transmit, or distribute to or through the Services any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Services to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Services), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Services; or (vi) use software or automated agents or scripts to produce multiple accounts on the Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Services (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).
4.4 Enforcement. UpRoar reserves the right (but has no obligation) to review any User Content, and to investigate and/or take appropriate action against Client in our sole discretion if Client violates the Acceptable Use Policy or any other provision of these Terms and Conditions or otherwise create liability for UpRoar or any other person. Such action may include removing or modifying User Content, terminating the offending Account, and/or reporting Client to law enforcement authorities.
4.5 Intellectual Property. As between the parties, UpRoar will and does retain all proprietary and intellectual property rights, title and interest (including, without limitation, all intellectual property rights) in and to the Services, Marks and UpRoar Content. Client retains all proprietary and intellectual property rights, title and interest in and to Client Data, End User Data and Client Content.
4.6 Feedback. If Client provides UpRoar with any Feedback, Client hereby assigns to UpRoar all rights in such Feedback and agrees that UpRoar shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. UpRoar will treat any Feedback Client provide to UpRoar as non-confidential and non-proprietary. Client agrees that Client will not submit to UpRoar any information or ideas that Client considers to be confidential or proprietary.
5.1 Fee for Services. Client may be required to purchase or pay a fee to access some of the Services. UpRoarUpRoarUpRoar
5.2 Reservation of Rights. UpRoar reserves the right to correct any errors or mistakes in pricing, even if UpRoar has already requested or received payment. UpRoar also reserves the right to refuse any order or subscription placed through the Website or App.
6. USE OF CLIENT DATA
6.1 UpRoar Use of Client Data. UpRoar will maintain commercially reasonable administrative, physical, and technical safeguards for the protection and security of any Client Data managed, stored, and processed by the Software as a Service. If Client Data (including End User Data) is lost or damaged, the sole remedy is that UpRoar will restore the affected Client Data from UpRoar’s most recent backup of such Client Data. Client agrees that UpRoar shall have no liability to Client for any loss or corruption of any such data, and Client hereby waives any right of action against UpRoar arising from any such loss or corruption of such data.
6.2. Statistical Data. Without limiting the confidentiality rights and intellectual property rights protections set forth in this Terms and Conditions, UpRoar has the perpetual right to use aggregated, anonymized, and statistical data derived from the operation of the Software as a Service, and nothing herein shall be construed as prohibiting UpRoar from utilizing the Statistical Data for business and/or operating purposes, provided that UpRoar does not share with any third party Statistical Data which reveals the identity of Client, Client's End Users, or Client's Confidential Information.
6.3 Confidentiality. A Party will not disclose or use any Confidential Information of the other Party except: (i) as reasonably necessary to perform its obligations or exercise any rights granted pursuant to these Terms and Conditions; (ii) with the other Party's prior written permission; or (iii) to the extent required by law or order of a court or other governmental authority or regulation. Each Party agrees to protect the other Party’s Confidential Information in the same manner that it protects its own Confidential Information of like kind, but in no event using less than a commercially reasonable standard of care. Confidential Information will not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the disclosing Party; (ii) was known to a Party prior to its disclosure by the other Party without breach of any obligation owed to the other Party; (iii) was independently developed by a Party without breach of any obligation owed to the other Party; or (iv) was or is received from a third party without breach of any obligation owed to the other Party. For clarity, nothing in this Section 6.3 will restrict UpRoar with respect to UpRoar Data or Statistical Data.
7. THIRD PARTY WEBSITES AND CONTENT AND OFFERINGS
7.1 No responsibility for Third-Party Websites. The Website or App may contain (or Client may be sent via the Website or App) links to Third-Party Websites as well as "Third-Party Content. Such Third-Party Websites and Third-Party Content and Third Party Offerings are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Website or App or any Third-Party Content posted on, available through, or installed from the Website, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by UpRoar. If Client decides to leave the Website or App and access the Third-Party Websites or to use or install any Third-Party Content, Client does so at Client’s own risk, and Client should be aware these Terms and Conditions no longer govern. Client should review the applicable terms and policies, including privacy and data gathering practices, of any website to which Client navigates from the Website or App relating to any applications Client uses or installs from the Website or App.
7.2 Purchases through Third-Party Websites. Any purchases Client makes through Third-Party Websites will be through other websites and from other companies, and UpRoar takes no responsibility whatsoever in relation to such purchases which are exclusively between Client and the applicable third party. Client agrees and acknowledges that UpRoar does not endorse the products or services offered on Third-Party Websites and Client shall hold UpRoar harmless from any harm caused by Client’s purchase of such products or services. Additionally, Client shall hold UpRoar harmless from any losses sustained by Client or harm caused to Client relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites or Third-Party Offerings.
UpRoar reserves the right, but not the obligation, to: (i) monitor the Services for violations of these Terms and Conditions; (ii) take appropriate legal action against anyone who, in its sole discretion, violates the law or these Terms and Conditions, including without limitation, reporting such user to law enforcement authorities; (iii) in its sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (iv) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.
THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND UPROAR (AND OUR SUPPLIERS AND LICENSORS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. UPROAR (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICESWILL MEET CLIENT’S REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO CLIENT. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO CLIENT. IN SUCH EVENT, THE IMPLIED WARRANTY WILL BE DEEMED TO BE EXCLUDED TO THE MAXIMUM AMOUNT ALLOWED UNDER SUCH LAW.
10. LIMITATION ON LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL UPROAR (OR OUR SUPPLIERS OR LICENSORS) BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS AND CONDITIONS OR CLIENT’S USE OF, OR INABILITY TO USE, THE SITE, EVEN IF UPROAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES IS AT CLIENT’S OWN DISCRETION AND RISK, AND CLIENT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CLIENT’SDEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO CLIENT FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS AND CONDITIONS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIVE HUNDRED US DOLLARS ($500 USD).THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. CLIENT AGREES THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS AND CONDITIONS.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO CLIENT. IN SUCH EVENT, THE LIMITATION OF LIABILITY WILL BE DEEMED TO BE THE MAXIMUM AMOUNT ALLOWED UNDER SUCH LAW.
Client agrees to defend, indemnify, and hold UpRoarharmless UpRoar including its subsidiaries, affiliates, and all of their respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (i) use of the Services; (ii) breach of these Terms and Conditions; (iii) any breach of Client’s representations and warranties set forth in these Terms and Conditions; (iv) Client’s violation of the rights of a third party, including but not limited to intellectual property rights; or (v) any overt harmful act toward any other user of the Services with whom Client connected via the Services. Notwithstanding the foregoing, UpRoar reserves the right, at Client’s expense, to assume the exclusive defense and control of any matter for which Client is required to indemnify it, and Client agreeS to cooperate, at Client’s expense, with its defense of such claims. UpRoar will use reasonable efforts to notify Client of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
12. TERM AND TERMINATION.
Subject to this Section, these Terms and Conditions will remain in full force and effect while Client uses the Services. UpRoar may suspend or terminate Client’s rights to use the Services at any time for any reason at our sole discretion, including for any use of the Services in violation of these Terms. Upon termination of Client’s rights under these Terms, Client’s right to access and use the Services will terminate immediately. UpRoar will not have any liability whatsoever to Client for any termination of Client’s rights under these Terms, including for deletion of Client’s Client Content or Client Data. The following will survive any expiration or termination of this Terms and Conditions: The Preamble and Sections 1.2, 1.3, 2.3, 2.4, 2.5, 3, 4, 5, 6, 7, 8, 9, 10, 11,12 and 13.
13.1 Governing Law; Jurisdiction. These Terms and Conditions will be governed by and construed in accordance with the laws of the State of Delaware and the federal laws of the United States of America, without regards to conflict of law principles.
13.2 Mandatory Informal Dispute Resolution. If Client has any dispute with UpRoar arising out of or relating to these Terms and Conditions, Client agrees to notify UpRoar in writing with a brief, written description of the dispute and contact information, and UpRoar will have thirty (30) days from the date of receipt within which to attempt resolve the dispute to Client’s reasonable satisfaction. If the parties are unable to resolve the dispute through good faith negotiations over such thirty (30) day period under this informal process, either Party may pursue resolution of the dispute in accordance with the arbitration agreement below.
13.3 Arbitration Agreement. ALL DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS OR ANY ASPECT OF THE RELATIONSHIP BETWEEN CLIENT AND UPROAR, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, THAT ARE NOT RESOLVED PURSUANT TO SECTION 13.2 ABOVE WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY, AND UPROAR AND CLIENT EACH HEREBY WAIVE THE RIGHT TO TRIAL BY A JURY. CLIENT AGREES THAT ANY ARBITRATION UNDER THIS TERMS AND CONDITIONS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND CLIENT IS AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules and Mediation Procedures as amended by these Terms and Conditions. Any arbitration hearing will be held in Los Angeles County, California. The applicable governing law will be as set forth in Section 13.1 (provided that with respect to arbitrability issues, federal arbitration law will govern). The arbitrator’s decision will follow these Terms and Conditions and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Terms and Conditions, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.
13.4 Export. The Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. Client agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from UpRoar, or any products utilizing such data, in violation of the United States export laws or regulations or the laws of any other applicable country.
13.5 Disclosures. UpRoar is located at the address in Section 13.10. If applicable and if you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
13.6 US Government Rights. Our Services are “commercial items” as defined in Federal Acquisition Regulation (“FAR”) 2.101. If our Services are acquired by or on behalf of any agency not within the Department of Defense (“DOD”), our services are subject to the terms of these Terms and Conditions in accordance with FAR 12.212 (for computer software) and FAR 12.211 (for technical data). If our Services are acquired by or on behalf of any agency within the DOD, our services are subject to the terms of these Terms and Conditions in accordance with Defense Federal Acquisition Regulation (“DFARS”) 227.7202 3. In addition, DFARS 252.227 7015 applies to technical data acquired by the DOD. This U.S. Government Rights clause is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses government rights in computer software or technical data under these Terms and Conditions.
13.7 Electronic Communications. The communications between Client and UpRoar use electronic means, whether Client uses the Services or sends UpRoar emails, or whether UpRoar posts notices on the Services or communicates with Client via email. For contractual purposes, Client (i) consents to receive communications from UpRoar in an electronic form; and (ii) agrees that all terms and conditions, agreements, notices, disclosures, and other communications that UpRoar provides to Client electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect Client’s non-waivable rights.
13.8 Entire Terms. These Terms and Conditions constitute the entire agreement between Client and UpRoar regarding the use of the Services. Our failure to exercise or enforce any right or provision of these Terms and Conditions shall not operate as a waiver of such right or provision. The section titles in these Terms and Conditions are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms and Conditions is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms and Conditions will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. UpRoarNeither Party is an agent or partner of the other. These Terms and Conditions and Client’s rights and obligations herein may not be assigned, subcontracted, delegated, or otherwise transferred by Client without UpRoar’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. UpRoar may assign any or all of its rights and obligations to others at any time. These Terms and Conditions shall be binding upon assignees.
13.9 Copyright/Trademark Information. Copyright © 2022 UpRoar Technologies, Inc. All rights reserved. All Marks displayed on the Services are our property or the property of other third parties. Client is not permitted to use these Marks without our prior written consent or the consent of such third Party which may own the Marks.
13.10 Contact Information:
UpRoar Technologies, Inc.
1121 N. Kings Rd.
West Hollywood, CA 90069
14.1 “Account” means the account established by Client pursuant to which Client will pay for the Services and manage Client’s receipt of Services.
14.2 “Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with Client, and that has been designated to receive Services under an agreement with UpRoar.
14.3 “Apps” means any desktop or mobile applications through which UpRoar makes the Software as a Service available.
14.4 “Authorized User” means any Client volunteers, staff, employees, consultants, advisors, and/or independent contractors to whom Client provides access to Client’s Account.
14.5 “Client” means the individual or entity which enters into these Terms and Conditions or other agreement with UpRoar and its Affiliates.
14.6 “Client Content” means any and all documents, materials created and/or supplied by Client.
14.6 “Client Data” means any data, information or material provided or submitted or made available by Client and Affiliates to the Services. Client Data may include End User Data (and your or their representative’s data) or information related to business leads but excludes Statistical Data.
14.7 "Confidential Information" means (i) any software utilized by UpRoar in the provision of the Services and its respective source code; (ii) each Party’s business or technical information, including but not limited to information relating to software plans, designs, costs, prices and names, business opportunities, personnel, research, development or know-how that is designated by the disclosing Party as “confidential” or “proprietary” or the receiving Party knows or should reasonably know is confidential or proprietary; and (iii) any special pricing or other non-standard terms agreed to by the Parties in a separate written document.
14.8 “Control” for purposes of this definition means the power to direct or cause the direction of the management and policies of the subject entity, whether through equity ownership, a credit arrangement, franchise agreement or other contractual arrangement.
14.9 “Devices” means personal computers, mobile handsets, tablets, wearable devices, speakers and/or other devices.
14.10 “End User” means a business or individual that schedules or purchases products or services from Client through the Services or otherwise interacts with Client through the Services.
14.11 “End User Data” means all data, information or other material about an End User that Client, an Affiliate or End User provides or submits to the Services.
14.12 “UpRoar Content" means the software, products and services made available to the Client in the course of using the Services.
14.13 “Feedback” means any feedback or suggestion regarding the Services provided by Client to UpRoar.
14.14 “iTunes-Sourced Software” means any Mobile Software acquired from the iTunes Store.
14.15 “Marks” means all trademarks, logos and service marks owned or asserted by UpRoar in and to the Services.
14.16 “Mobile Software” means software and/or applications designed for mobile devices through which UpRoar makes the Software as a Service available.
14.17 “Party” means UpRoar on the one hand and Client on the other. Both sides are collectively referred to as the“Parties”.
14.19 “Services” means collectively the Website and the App.
14.20 “Software as a Service” or “SaaS Service” means UpRoar’s online services.
14.21 “Statistical Data” means anonymized or aggregated data derived by or through the operation of the Services that is created by or on behalf of UpRoar and that does not reveal any personally identifying information.
14.22 “Third-Party Content" means articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties.
14. 23 “Third-Party Offerings” means any third-party products, applications, websites, implementations or services, including loyalty programs, that the Services link to, or that interoperate with or are used in conjunction with the Services.
14.24 "Third-Party Websites" means a website operated by a third party who is not affiliated with UpRoar.
14.25 “User Content” means any and all information and content that Client or an End User submits to, or uses with, the Services (e.g., content in the Client or End User’s profile or postings). Client is solely responsible for its User Content
14.26 “Website” means the website located at www.UpRoar.com along with all related subdomains and apps through which UpRoar makes the Software as a Service available.