Userplane Terms Of Service
Welcome to Userplane. Userplane offers you the services, applications and software distributed by Userplane on the condition that you agree electronically to the following terms.
BY REGISTERING OR USING USERPLANE, YOU SIGNIFY ELECTRONICALLY THAT YOU AGREE TO THE FOLLOWING TERMS (THE “AGREEMENT”). YOU AGREE THAT ANY DISPUTE THAT YOU MAY HAVE WITH USERPLANE WILL BE RESOLVED IN VIRGINIA.
If you do not agree to these terms, do not use Userplane.
- This Agreement governs your registration, access and use of the software, application code, upgrades, and services offered by or through Userplane, including without limitation: use and/or ownership of any chat rooms on Userplane, use of Userplane discussion boards, games, text, video, audio messaging applications, communications platforms, widgets, application programming interfaces or other products or services distributed by Userplane on behalf of its affiliates and third party licensors (collectively the “Service”). The term “you” means any person or entity ordering and/or using the Service, as well as any person or entity acting on behalf of such person or entity in relation to ordering and/or using the Service. The terms (a) “User(s)” means subscribers and users of the Service, including all persons or entities you make the Service available to through your site, community, network or system and (b) “User Application(s)” means any product developed by you that is based upon, incorporates, references or interacts with the Service, including without limitation, the Service’s Web sites, online services or application code.
- If you are ordering or using the Service on behalf of another person or entity, you represent and warrant that you have the power and authority to use the Service and to enter into this agreement on behalf of such entity and that your actions have been duly authorized by such entity.
- The Service provides communication platforms and other applications. Userplane acts only as a forum and technical interface between and among Users and may offer a variety of applications and widgets from Userplane, its affiliates (including AOL Inc., Userplane’s corporate parent, hereinafter referred to as “AOL”) and selected third party licensors to help Users enhance their communities and Web sites. Userplane does not verify the qualifications of Users, nor does it evaluate, control or monitor in any ongoing manner exchanges between Users. You understand and agree that you use Userplane at your own risk. You must use your own judgment in evaluating the qualifications of and statements made by Users. Any opinions expressed by a User are those of the User alone, and are not to be attributed to Userplane. Userplane cannot and does not assume responsibility for the accuracy, completeness, safety, timeliness, legality or applicability of anything said or written by any User. There are risks of dealing with underage persons, or persons acting under false pretenses. Authentication on the Internet is difficult and, accordingly, Userplane cannot and does not confirm that each User is who he or she claims to be or that they can deliver services or make payments. Userplane cannot control the information provided by Users. Users’ information might be offensive, harmful, untimely, inaccurate and/or deceptive and, accordingly, you agree to exercise caution, discretion and common sense when using the Service.
- Information, advice, opinions or comments expressed by any User via the Service are not intended to substitute for informed professional advice. You acknowledge that Userplane does not offer or provide professional services, including without limitation, medical, legal or financial advice. You should not use the Service for emergency purposes or to seek or provide diagnosis or treatment of medical, psychiatric or psychological problems, or as a substitute for face-to-face professional consultation. If you have a medical or psychiatric emergency, call your physician or emergency service immediately. Userplane is not a referral service and Userplane does not endorse or recommend the use of any professional services. You must use your judgment to determine when it is necessary to consult with a provider who is local, licensed in your state or country, available in person, or otherwise possesses the qualifications required to properly diagnose or advise you, especially in areas of expertise such as medicine, law, accounting, psychological counseling, investment, tax or other financial advice, requiring government or regulatory licensing or certification, or for high risk activities.
Modifications to Agreement and to the Service
- Userplane reserves the right in its sole discretion to modify or discontinue all or any aspects of the Service at any time and without notice to you.
- Userplane reserves the right to add new products and offerings, and to change the terms of existing programs at any time, including paid programs. These modifications may include, but are not limited to, changes in the service, product offerings, price, or administration of the program. Not all products are available for all platforms, clients, or browsers. Userplane will announce any change in the price of the program on its website prior to any such change taking effect.
- Userplane may modify this Agreement, its pricing, product offering, and any guidelines and policies posted on the Service at any time. You assume all responsibility in reviewing this Agreement, any notices that we may send you electronically, and the pricing and product information periodically at www.userplane.com so that you will be apprised of any changes.
- BY CONTINUING TO USE THE SERVICE AFTER USERPLANE POST CHANGES TO THIS AGREEMENT, YOU ARE SIGNIFYING YOUR ACCEPTANCE OF THE NEW TERMS. YOU MUST DISCONTINUE YOUR SUBSCRIPTION OR USE OF THE SERVICE IF YOU DISAGREE WITH ANY CHANGES TO THIS AGREEMENT.
- Certain offerings, features or areas on the Service, and certain subscription or fee-based services may be subject to additional or separate terms, licenses, guidelines, policies and standards with Userplane or Useplane’s licensors. Any additional terms will be posted or presented with such feature or premium service and will be binding on you.
- In order to register, you must have the legal capacity to enter into a contract. In addition, Userplane does not permit membership or use of the Service in a country that is prohibited by law, regulation, treaty or administrative act from entering into trade relations with the United States or its citizens. Userplane may reject any registration for any reason and in its sole discretion at any time, even if Userplane previously accepted such registration.
- Userplane may require or allow you to use a user name and password authorized by Userplane or its corporate parent, AOL, such as an AOL Screen Name, to authenticate your access to the Service (“Screen Name”). You agree to abide by any separate terms and policies that will apply to your registration and use of such Screen Name.
- You will continuously provide to the Service true, accurate and current and complete information including, without limitation, billing and credit card information and all other personally identifiable information provided by you. You may not share, or transfer paid membership accounts.
- You and your Users may use the Service only in compliance with all applicable local, state, national, and international laws, rules and regulations. You and your Users must comply with all requirements, procedures, policies and regulations posted on Userplane’s website or the Service by Userplane from time to time and/or any networks connected to the Service. You shall supervise and be solely and fully responsible for (i) all activities that occur under your password or account, including, but not limited to, all usage by Users, employees or minors, (ii) all activities and conduct that occur through your User Applications, and (iii) maintaining the confidentiality of your account, password or any personally identifiable information. You agree that you are responsible for your own communications that you make through the Service and those of your Users (either through the Service and any User Application), and for any consequences of such communications. You understand and agree that Userplane reserves the right to use whatever technical and legal remedies available to it to prevent abuses to Userplane’s systems and network or violations or to enforce this Agreement. Userplane reserves the right to investigate or monitor in its own discretion and by any means it deems appropriate (a) your compliance with this Agreement and (b) any activity or conduct that Userplane believes violates the terms of this Agreement. In addition to any other rights that Userplane may have in this section and in the Agreement, Userplane reserves the right to request an audit to investigate compliance with this Agreement. If your User Application is located and operates within a proprietary, nonpublic network, you must grant Userplane access to such User Application for periodic reviews, upon reasonable request by Userplane.
- YOU WILL NOT USE THE SERVICE OR USER APPLICATION TO TRANSMIT, ROUTE, PROVIDE CONNECTIONS TO, OR STORE ANY MATERIAL THAT INFRINGES COPYRIGHTED WORKS OR VIOLATES OR PROMOTES THE VIOLATION OF THE INTELLECTUAL PROPERTY RIGHTS OR ANY OTHER RIGHTS OF ANY THIRD PARTY.
- If Userplane has notice that a User has violated this Agreement,Userplane may, in its sole discretion, (a) warn You or the User that the User is in violation of this term of the Agreement, (b) remove the material from our site, and/or (c) terminate the User’s or any User Application’s access to the Service without warning.
- You, any User and any User Application shall not:
- copy, modify, create a derivative work of, reverse engineer, decompile, disassemble, or otherwise attempt to discover any source code or modify or attempt to modify the Service in any manner or form;
- take any actions, that may undermine the integrity of the User referral system, or the User feedback system used to solicit feedback from Users;
- create obscene, profane, threatening, defamatory, or hateful user screen names, room names, topic names, welcome messages, or comments in any area of the Service;
- solicit credit card numbers for goods or services, nor engage in any commercial activity on the Service that Userplane has not expressly and previously authorized;
- solicit for advertisers or sponsors;
- unless otherwise agreed in writing in a separate agreement signed by Userplane. display advertising or sponsorships of any kind on Userplane message boards or in other Service areas, including banners that are generated by banner or link exchange services, with the sole exception of those placed there by Userplane or its affiliates;
- interfere with the use and enjoyment of the Service by other Users, or impede the ability of Userplane employees to perform their duties;
- use the Service in a manner that may result in the violation of any law, third party right, or the breach of any Agreement by User with any third party;
- use the Service for the placing of wagers or bets or other gambling activity;
- use the Service in a manner that promotes or contributes to the delinquency of a minor or solicit a minor in any way through the Service;
- attempt to gain unauthorized access to other computer systems or networks connected to the Site;
- transmit “junk mail”, “spam”, “chain letters”, or unsolicited mass distribution of email or bulletin board postings;
- use any information or material on this site for marketing or solicitation;
- transmit broad solicitation for employees, consultants, contractors or for participation on any Web sites;
- use the Service for purposes of multi-level marketing proposals, including, without limitation, offering to help participants “get rich quickly”, “lose weight now” or “make money surfing the Web;”
- transmit any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information from Users, Userplane’s employees, the Service, or the system itself; or
- install, integrate or use the Service on any User Application that would violate any the foregoing restrictions.
Feedback to Userplane
- You agree that any comments, suggestions, ideas, complaints and other feedback relating to the Service that you provide or disclose to Userplane may be used by Userplane and its licensors, suppliers and licensees in any manner whatsoever, for no compensation and without limitation of any kind. Notwithstanding the foregoing, Userplane shall not be obligated to take action based upon any submission that you provide to Userplane.
Posting of Content
- You may only post communications and any content (such as text, photographs, video, data, music, video and other materials) on or through the Service that you created or that you have permission to post or transmit. You may not transmit content that violates this Agreement. You may have the opportunity to post content on certain public areas of the Service. Userplane does not claim ownership of any content that you may post on or through the Service; however, by submitting or posting content on public areas of the Service, you grant Userplane the right to use, copy, display, perform, distribute, adapt and promote this content in any medium.
User Billing and Payment
- You agree to pay for all purchases and subscriptions made from the Service from your account. You must select a payment method to pay Userplane for any subscription fees and all purchases made from Userplane. You must give Userplane accurate billing and payment information and keep this information up-to-date by contacting Userplane’s support services at email@example.com. Userplane will bill you through the payment method that is associated with your account. You agree to pay Userplane for all charges incurred under your account, including all applicable taxes, fees and surcharges. You authorize Userplane to charge your designated payment method for these charges and to retain information about the payment method associated with your account. If Userplane does not receive payment from your designated payment method, you agree to pay all amounts due upon demand by Userplane.
- Every time you use the Service, you reaffirm that (i) Userplane is authorized to charge your designated payment method; (ii) Userplane may submit charges incurred under your account for payment; and (iii) you will be responsible for such charges, even if your subscription to any Service is canceled or terminated.
- After thirty 30 days from the date upon which any unpaid charges are due, your account will be deemed delinquent and Userplane may terminate or suspend your account for nonpayment. Userplane reserves the right to assess an additional one and one-half percent (1.5 compounded monthly) (or the highest allowed by law, whichever is lower) per month late charge if your payment is more than thirty (30) days past due and to use alternate means to collect any unpaid charges. You are liable for any fees, including attorney and collection fees incurred by Userplane in its efforts to collect any remaining balances from you.
- You are responsible for all charges incurred under your account, including applicable taxes, fees, surcharges and purchases made by you or anyone you allow to use your account or the Service.
- No refunds shall be made to any User whose membership or subscription is terminated or revoked by Userplane for violations of this Agreement (including any Userplane guidelines, policies or standards).
- You must notify Userplane about any billing errors or discrepancies within sixty (60) days after they first appear on the statement you receive from your bank or credit card company. If you do not bring such problems or discrepancies to our attention within sixty (60) days, you agree that you waive the right to dispute such billing errors, problems or discrepancies.
- Userplane, its licensors and contributors own all right, title and interest in the Service (“Userplane Rights”). The Userplane Rights are protected by copyright, trademark, patent, trade secret, international treaties, laws and other proprietary rights, and also may have security components that protect digital information. All Userplane Rights are reserved by their respective owners. You may only use the Service as authorized by this Agreement.
- You may use the Service for personal or internal business purposes only provided that you abide by all of the terms of this Agreement. You may use any application code offered by Userplane for the limited purpose of creating and distributing your User Application. The rights granted by Userplane to you us under this Agreement are licensed, not sold. This license is non-exclusive and revocable by Userplane in its discretion. You may not transfer or sub-license this right to any other person or entity. You may not distribute any application or code provided by Userplane in any manner except as expressly authorized by this Agreement and terms that accompany the application code. You may not circumvent any mechanisms for preventing the unauthorized reproduction or distribution of the Service. Your license terminates immediately upon cancellation or termination of your Service account or if Userplane determines that you are in violation of this Agreement. You may not (a) resell, distribute, make any commercial use of, use on a timeshare or service bureau basis, or use to operate a Web site or otherwise generate income from the Service or use the Service for the development, production or marketing of a service or product substantially similar to the Service or (b) reverse engineer, decompile or disassemble the Service or otherwise attempt to derive the source code from Service (except where and to the extent expressly permitted by law). Except as expressly authorized by Userplane, you may not modify, adapt or create derivative works from the Service. You may not remove proprietary notices posted on the Service. You may access the Service only through the software, interfaces and protocols provided or authorized by Userplane. You may not authorize or assist any third party to do any of the things prohibited in this paragraph. Unless provided otherwise in a separate license agreement, any software Userplane provides to you may be installed on any single computer or server from which you wish to access and use Service. Userplane may automatically check your version of any Userplane provided software. Userplane may automatically update Userplane software on your computer to improve the performance and capabilities of such software.
- Your license will end on the date your Service ends. The Service (including its software) is a “commercial item,” as that term is defined in 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 27.405(b)(2) (June 1998) and 48 C.F.R. 227.7202, all U.S. Government end users acquire the Software with only those rights as set forth herein.
- Userplane is under no obligation to provide you with any error corrections, updates, upgrades, bug fixes and/or enhancements to the Service, although Userplane may do so in its sole discretion.
- Userplane may distribute application code, application programming interfaces, or other products, software or services (“Applications”) on the Service provided by Userplane, its affiliates and selected licensors (the “Application Providers”). The following terms apply if you incorporate any Applications distributed by Userplane for use in your User Applications.
- Supplemental Terms. Your use of any Application may be subject to additional terms and usage rules required by the Application Providers, which will supplement this Agreement. You will have an opportunity to review and approve the supplemental terms when you sign up to use any Application. You may not use any Application unless you agree to the supplemental terms that accompany such Application.
- We may require that you obtain a developer ID to use certain Applications (“Developer ID”). We may, in our sole discretion, issue to you a Developer ID that you may be permitted to use for a variety of Applications, or we may require that you obtain a separate Developer ID for a specific Application. Your Developer ID(s) will be uniquely associated with all versions, upgrades and updates of the User Applications used or created by you. Your User Applications must at all times incorporate the applicable Developer ID in compliance with the supplemental terms for that Application. You may not obtain a Developer ID under false pretenses, including without limitation, “spoofing” an IP address or misrepresenting any URLs that will incorporate an Application. We have the right at all times to block attempts to access our networks with an invalid or revoked Developer ID or if a User Application associated with a Developer ID exceeds the usage limits for a specific Application. The Application Providers will determine in their sole discretion the number of unique Developer IDs that they provide to you. You may not share, loan, provide, transfer or sublicense your Developer ID to any other person or party. The Application Providers have the right, in their sole discretion and without limiting our other legal remedies, to terminate any Developer ID.
- Your Responsibilities. The Application Providers are not responsible for the subsequent use or misuse by end users who access the Applications through your User Applications. You are responsible for (i) all activity under your Developer IDs and User Applications, (ii) keeping your Developer IDs confidential and (iii) notifying Userplane immediately if you believe your Developer ID has been misappropriated. You agree to implement any feasible procedure that is or may become available to secure your Developer IDs from misuse by others. You will work with Userplane immediately to correct any security deficiencies that may have been caused as a result of the misappropriation by any party of your Developer ID.
- Usage Limitations. You will abide by any usage limits that may be imposed on an Application, including without limitation, the number of times your Developer ID or your Developer Product may “call” or invoke the servers for the Applications. If you wish to exceed a usage limitation, you must obtain Userplane’s prior written permission and you may be required to enter into a separate license agreement. Userplane or the Application Provider may change usage limitations at any time in our or its sole discretion.
- Attributions; Links. You will incorporate into your User Applications such disclaimers, terms and attributions that the Application Providers may request or require for a specific User Application, including any branding elements. You also agree to incorporate links, banners or other content that we may reasonably request or require from time to time to promote certain Userplane features or services.
- Advertisements. Userplane expressly reserves the right to incorporate advertising into the User Applications at any time and without notice. You agree to display such advertisements exactly as served to you by Userplane (or by an affiliate on behalf of Userplane) without any modification. You may not obscure or replace such advertisements with ads that are not authorized by Userplane.
- Disclosures. You agree to post and present to Users of your User Applications such consent forms or user acknowledgements that we prepare and/or require for use with a specific applications. You agree that you will not modify or conceal from view any such consent form or user acknowledgement prepared by Userplane.
- End User Terms. You agree to require that Users of your User Applications agree to an enforceable end-user agreement (an “End User Agreement”) that is protective of the Application Providers and contains at least the following specific, minimum terms: (i) you, and not the Application Providers, are responsible for the User Applications; (ii) the Service (including any application code) is providedas-is, without any warranties, and that the Application Providers expressly disclaims all implied or express warranties, including without limitation the implied warranties of merchantability, accuracy, fitness for a particular purpose and non-infringement; (iii) a prohibition against modifying or creating derivative works of the Service or any portion of the Application code included as part of your User Application; (iv) a prohibition against decompiling, reverse engineering, disassembling, and otherwise reducing the Service or any portion of Userplane code included as part of your User Application to a human-perceivable form, to the full extent allowed by law; (v) a provision indicating that ownership of the Service resides with the Application Providers; (vi) a disclaimer of indirect, special, incidental, punitive, and consequential damages; (vii) a complete and accurate disclosure to end users of the privacy practices and policy applicable to your User Applications, and, (viii) such other terms as may be required by the Application Providers for a specific component of the Service.
- Usage Data. Userplane’s servers record information when Users visit its websites or when User Applications call or invoke Userplane services. This information may include, without limitation, the URL, IP address, browser type, developer key (if any) and access times and dates. Userplane may use this information to promote, operate, and improve Userplane services and properties and deliver the services that you or the Users of your User Applications have requested through the Service.
- Trademark license. For purposes of this Agreement, the term “Trademarks” means all trademarks, trade names, service marks, logos, domain names, along with any other distinctive brand features of each party. You may use only the Trademarks that Userplane specifically authorize you to use for the purpose of identifying your User Application’s utilization of the Service and for such other attributions or promotions that Userplane may require for the Service. The rights granted to you under this Agreement constitute a nontransferable, nonsublicenseable, nonexclusive license during the term of this Agreement to display such Trademarks solely as set forth expressly in this Agreement or any rules specified by Userplane or an Application Provider applicable to a User Application. The Application Provider may terminate or modify your right to use any specific Trademark at any time for any reason. Your license to use such Trademarks expires immediately upon termination of this Agreement, if Userplane modifies or withdraws such license in its discretion, or if you discontinue the use of the Service. You may use Userplane’s Trademarks only in accordance with its guidelines. You hereby grant to Userplane a nontransferable, nonexclusive license during the term of this Agreement to use your Trademarks in Userplane’s promotions or press releases (as determined by us in our sole discretion) regarding any User Application that incorporates the Service and to the extent that it is necessary for Userplane to provide the Service to you.You expressly agree that you will not:
- display any Userplane Trademark in any manner that implies a relationship or affiliation with, sponsorship, or endorsement by Userplane, other than your use of the User Applications, or that can be reasonably interpreted to suggest editorial content has been authored by, or represents the views or opinions of Userplane, its corporate parent, officers,directors, employees, agents or affiliates.
- display Userplane Trademarks on your User Application if it contains or displays adult content or promotes illegal activities, gambling, or the sale of tobacco or alcohol to persons under twenty-one (21) years of age;
- display Userplane Trademarks as the most prominent element on any page of your website or User Application;
- display Userplane Trademarks in a manner that is misleading, defamatory, infringing, libelous, disparaging, obsceneor otherwise objectionable to Userplane as determined by Userplane in its sole discretion;
- display Userplane Trademarks on your Userplane Applications in a manner that violates any law or regulation; or
- remove, distort or alter any element of Userplane Trademarks (this includes squeezing, stretching, inverting, discoloring, etc.).
- You understand and agree that Userplane has the sole discretion to determine whether your use of Userplane Trademarks is in accordance with the above restrictions.
- Except as set forth in this section, nothing in this Agreement shall grant or shall be deemed to grant you any right, titleor interest in or to Userplane Trademarks. All use by you of Userplane Trademarks (including any goodwill associated therewith) shall inure to the benefit of Userplane. At no time during or after the term of this Agreement shall you challenge or assist others to challenge Userplane’s Trademarks (except to the extent such restriction is prohibited by law) or the registration thereof by Userplane or its parent, nor shall you attempt to register any Trademarks (including domain names)that are confusingly similar in any way (including but not limited to, sound, appearance and spelling) to those of Userplane.
- You hereby grant us permission during the term of this Agreement to use your name and company logo in any materials and media in order to promote Userplane, Userplane products and services, and your participation and affiliation with the Service.
- Publicly Available Software. Your User Application may not incorporate any Publicly Available Software, in whole or in part,in a manner that may subject the Service, in whole or in part, to all or part of the license obligations of any Publicly Available Software. As used herein, the term “Publicly Available Software” means any software that contains, or is derived in any manner(in whole or in part) from, any software that is distributed as free software, open source software or similar licensing or distribution models.
- You agree to comply fully with all import and export laws, regulations, rules and orders of the United States, or any foreign government agency or authority, and that you will not directly or indirectly export, re-export, transfer and/or release the Software,related technology, or any product thereof, for any proscribed end-use, or to any proscribed country, entity or person (wherever located), without proper authorization from the U.S. and/or foreign government. You bear full responsibility for and assume all expenses relating to your compliance with the described laws, regulations, rules and orders, and for obtaining all necessary authorizations and clearances.
High Risk Activities
- The Service is not fault-tolerant and is not designed, manufactured or intended for use in environments in which its failure could lead directly to death, personal injury, or severe physical or environmental damage, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems(“High Risk Activities”). ACCORDINGLY, USERPLANE AND ITS RESELLERS AND DISTRIBUTORS SPECIFICALLY DISCLAIM ANY EXPRESSOR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES. YOU AGREE THAT USERPLANE WILL NOT BE LIABLE FOR ANYCLAIMS OR DAMAGES ARISING FROM THE USE OF THE SERVICE.
Open Source Code
- Portions of some of the software that may be provided with the Service may have been created using source code availablethrough various open source projects. In such cases, the licenses and availability of source code for such components arespecified in a copyright notice document delivered with or linked from such software.
- THE SERVICE AND ALL RELATED SITES, SERVICES OR GOODS OBTAINED THROUGH THE SERVICE ARE PROVIDED “AS IS,” WITHALL FAULTS AND WITH NO WARRANTY OF ANY KIND. TO THE EXTENT PERMITTED BY LAW, USERPLANE, ITS PARENT, AFFILIATES,AGENTS, RESELLERS AND DISTRIBUTORS (THE “USERPLANE GROUP”) DISCLAIM IMPLIED WARRANTIES THAT THE SERVICE IS MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING.THE USERPLANE GROUP DOES NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, INCLUDING ANY SUPPORT SERVICES, WILL BE EFFECTIVE, RELIABLE, ACCURATE, MEET YOUR TASTES, OR MEET YOUR REQUIREMENTS .THE USERPLANE GROUP DOES NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE (EITHER DIRECTLYOR THROUGH THIRD-PARTY NETWORKS) AT TIMES OR LOCATIONS OF YOUR CHOOSING. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY USERPLANE REPRESENTATIVES SHALL CREATE A WARRANTY. You may have additional consumer rights under your local laws that this Agreement contract cannot change. You use the Service at your own risk.
Limitation of Liability
- YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH THE SERVICE OR USERPLANE IS TO DISCONTINUE YOUR USEOF THE SERVICE OR TO CANCEL ANY SUBSCRIPTION THAT YOU MAY HAVE WITH THE SERVICE. IN NO EVENT SHALL THEUSERPLANE GROUP’S CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS RELATING TO THE USE OF THE SERVICEEXCEED THE TOTAL AMOUNT OF SERVICE FEES THAT YOU PAID DURING THE LAST SIX MONTHS FOR THE SPECIFIC SERVICEAT ISSUE.
- THE USERPLANE GROUP SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF THE SERVICE. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF THEY KNEW OR SHOULD HAVE KNOWN THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, THE USERPLANE GROUP’S LIABILITY IN SUCH STATE OR JURISDICTION IS LIMITED TO THE EXTENT PERMITTED BY APPLICABLE LAW.
- YOU AGREE TO DEFEND, HOLD HARMLESS AND INDEMNIFY THE USERPLANE GROUP, AND ITS EMPLOYEES, AGENTS, AND REPRESENTATIVES FROM AND AGAINST ANY LIABILITY ARISING FROM OR IN ANY WAY RELATED TO YOUR AND YOUR USERS’USE OF THE SERVICE (INCLUDING ACCESS AND USE OF THE SERVICE THROUGH YOUR USER APPLICATIONS), INCLUDING ANY LIABILITY OR EXPENSE ARISING FROM ALL CLAIMS, LOSSES, DAMAGES (ACTUAL AND CONSEQUENTIAL), SUITS, JUDGMENTS ,LITIGATION COSTS AND ATTORNEYS’ FEES, OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED.
Release and Waiver
- To the maximum extent permitted by applicable law, you hereby release, and waive all claims against the Userplane Groupand its employees, agents, and representatives from any and all liability for claims, damages (actual and consequential). costs and expenses (including litigation costs and attorneys’ fees) of every kind and nature, arising out of or in any wayconnected with use of the Service. If you are a California resident, you waive your rights under California Civil Code 1542,which states “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor his favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”Residents of other states and nations similarly waive their rights under applicable and/or analogous laws, statutes, orregulations.
- You acknowledge and agree that, notwithstanding any other provisions of this Agreement, your breach or threatened breachof this Agreement shall cause us irreparable damage for which recovery of money damages would be inadequate and thatUserplane, therefore, may obtain timely injunctive relief to protect its rights under this Agreement in addition to any and allother remedies available at law or in equity.
Third Party Services
- If ordering merchandise and/or services from anyone other than Userplane, through any commercial service offeredvia an official Userplane partnership or affiliate, via Userplane, all transaction terms including without limitation purchase terms, payment terms, warranties, guarantees, maintenance, and delivery, are solely between you and the seller of themerchandise or services. Userplane makes no warranties or representations whatsoever with regard to any goods orservices provided by the seller of the merchandise or services and shall not be liable for the costs or damages arising,either directly or indirectly, from the products or services or from the actions or inactions of the Seller.
- If you access Userplane applications on third party sites, you understand and agree that Userplane does not controlor endorse such sites or services and that Userplane is not responsible or liable for any activities on those third party sites.Also, your use of Userplane applications offered on these third party sites are subject to the privacy policies that applyto such third party sites.
Links to Other Web Sites
- The Service may provide links to Web sites other than Userplane.com, including links provided as automated search results. Some of these sites may contain materials that are objectionable, unlawful, or inaccurate. Userplane neither controls such sites or services nor endorses any of the materials or policies on such sites or Services, including without limitation their privacy policies, or any association with their operators. You acknowledge and agree that Userplane is not responsible or liable for any content or other materials on these third party sites. Any dealings that you have with advertisers found on the Service are between you and the advertiser and you acknowledge and agree that we are notliable for any loss or claim you may have against an advertiser.
Copyrights and Copyright Agent
- Userplane respects the intellectual property of others. If you believe that your work has been copied and is accessible on the Servicein a way that constitutes copyright infringement, please review Userplane’s Affiliate Procedures for Making Claims of Copyright Infringement forinstructions on how to contact us to report possible copyright infringement.
Electronic Contracting; Notices
- Your affirmative act of registering for the Service constitutes your electronic signature to this Agreement and yourconsent to enter into agreements with Userplane electronically. You agree that Userplane may send to you in electronicform any privacy or other notices, disclosures, reports, documents, communications or other records regarding theService (collectively, “Notices”). Userplane can send you electronic Notices (1) to the e-mail address that you providedduring registration, (2) to any e-mail account you open with a Service, or (3) by posting the Notice on the applicableService. The delivery of any Notice from Userplane is effective when sent by us, regardless of whether you read theNotice when you receive it or whether you actually receive the delivery.
Termination and Cancellation
- Without limiting other remedies, Userplane may immediately issue a warning, temporarily suspend, indefinitely suspend your use of the Service (including access to the Service through your User Applications) and refuse to provide the Service to you for any reason, including without limitation, violation of any one or more of Userplane’s guidelines, policies orstandards or (1) if you breach this Agreement or the documents it incorporates by reference; (2) if Userplane is unable to verify or authenticate any information you provide to Userplane; or (3) if Userplane believes that your actions may result in legal liability for you, our users, or to Userplane. Such termination or suspension of services may be without refund, at Userplane’s sole discretion. Unless you are on a commitment plan, you may cancel your subscription to any service by going to www.userplane/support/or by calling (310) 285-4399 begin_of_the_skype_highlighting (310) 285-4399 end_of_the_skype_highlighting.
- Userplane may assign this contract at any time without notice to you. You may not assign this contract to any one else unless otherwise expressly consented in writing by Userplane in its sole and absolute discretion.
Relationship of the Parties
- Not withstanding any provision hereof, for all purposes of this Agreement, each party shall be and act as an independent contractor and not as partner, venturer, agent, employee or employer of the other and shall not bind nor attempt to bind the other to any other contract or obligation.
Jurisdiction and Venue
- You agree that the law of the Commonwealth of Virginia governs this Agreement and any claim or dispute that you mayhave against Userplane, its affiliates and parent, without regard to Virginia’s conflict of laws rules, and that the United Nations Convention on Contracts for the International Sale of Goods shall have no applicability. You further agree that any disputes or claims that you may have against us will be resolved by a court located in the Commonwealth of Virginia.
- PLEASE NOTE THAT BY AGREEING TO THIS AGREEMENT, YOU ARE: (1) WAIVING CLAIMS THAT YOU MIGHT OTHERWISE HAVE AGAINST USERPLANE BASED ON THE LAWS OF OTHER JURISDICTIONS, INCLUDING YOUR OWN; (2) IRREVOCABLY CONSENTING TO THE EXCLUSIVE JURISDICTION OF, AND VENUE IN, STATE OR FEDERAL COURTS IN THE COMMONWEALTHOF VIRGINIA OVER ANY DISPUTES OR CLAIMS YOU HAVE WITH US; AND (3) SUBMITTING YOURSELF TO THE PERSONAL JURISDICTION OF COURTS LOCATED IN THE COMMONWEALTH OF VIRGINIA FOR THE PURPOSE OF RESOLVING ANY SUCH DISPUTES OR CLAIMS.
Sections that Survive
- Sections 7, 9 through 14 and 20 through 35 shall survive expiration or termination of this Agreement. Userplaneshall not be liable to you for damages of any sort resulting from termination of this Agreement.
- In consideration of the licenses granted herein, and other good and valuable consideration provided by Userplane to you under this Agreement, you covenant not to sue or otherwise assert any patent rights against Userplane, its parent or any of its affiliates or licenseesfor any alleged patent infringement during the term of this Agreement by any product or service that uses any Service.
- If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision and the remaining provisions shall be enforced. Userplane’s failure to act with respect to a breach by you or others does not waive Userplane’s right to act with respect tosubsequent or similar breaches. The failure of Userplane to exercise or enforce any right or provision of these terms andconditions shall not constitute a waiver of such right or provision. The section headings and subheadings contained in this Agreement are for convenience only and shall not limit or otherwise affect the terms of this Agreement. This Agreement constitutes the entire agreement between Userplane and User with respect to the subject matter hereof.
Last Updated 07-14-10