FORM RULES FOR INTERNET SWEEPSTAKES
“Ultimate Hudson Valley Getaway Sweeps ”
OFFICIAL SWEEPSTAKES RULES
I accept the terms, conditions and official rules. I confirm I am at least 18 years old. By entering the sweepstakes, I agree to sign up to receive newsletters and special offers from UpOut, Edible, Brooklyn Based, Modern Luxury, and Liquor.com.
NO PURCHASE OR PAYMENT OF ANY KIND IS NECESSARY TO ENTER OR WIN THIS SWEEPSTAKES.
A purchase will not improve chances of winning.
You have not yet won.
OPEN ONLY TO LEGAL RESIDENTS OF THE 50 UNITED STATES AND DISTRICT OF COLUMBIA WHO ARE AT LEAST 18 YEARS OLD AS OF THE DATE OF ENTRY
By entering this Promotion, entrants accept and agree to be bound by these Official Rules. Any violation of these rules may, at Sponsor’s discretion, result in disqualification. All decisions of the judges regarding this Promotion are final and binding in all respects.
- PROMOTION PERIOD. Promotion begins October 26, 2015, at 9:01 AM PST and ends November 16, 2015 at 10:59 PM PST, when all entries must be received (“Promotion Period”).
- ELIGIBILITY. This sweepstakes (the “Promotion”) is only open to legal residents of the 50 United States and District of Columbia who are at least 18 years old as of the date of entry, except officers, directors, members, and employees of the Sponsor, the judging organization (if applicable), or any other party associated with the development or administration of this Promotion, and the immediate family (i.e., parents, children, siblings, spouse), and persons residing in the same household, as such individuals. This Promotion is void outside the 50 United States and the District of Columbia, and where prohibited.
- HOW TO ENTER. Visit:
This is an online only contest.
- WINNER SELECTION AND NOTIFICATION. Winner selection will be conducted by random drawing from all eligible entries on or around November 21th 2015 (the “Drawing Date”). Any potential winner will be notified by email and/or telephone. If a potential winner: (i) cannot be contacted; (ii) does not respond within five (5) days from the date the Sponsor first tries to notify him/her; (iii) fails to return the Affidavit and Release as specified in Rule 9; (iv) refuses the prize; and/or (v) the prize or prize notification is returned as undeliverable, such potential winner forfeits all rights to win the Promotion or receive the prize, and an alternate potential winner may be selected. Upon contacting a potential winner and determining that he/she has met all eligibility requirements of the Promotion, including, without limitation, the execution of required waivers, publicity and liability releases and disclaimers, and, at Sponsor’s discretion, successful completion of a background check, such individual will be declared the “winner” of the Promotion.
- PRIZE DESCRIPTION AND REDEMPTION CONDITIONS. There will be two (2) winners who will receive one of the following packages:
The Barn at Copake Lake 2 nights ($432 / night) Hudson Opera House Show for 2 Hillrock Estate Distillery Tasting for 2 Ole Hudson Gift basket Chatham Brewery Tasting for 2 American Glory dinner for 2 Old Klaverack Brewery Tasting for 2 Edible Events 2 season passes UpOut Insiders 3 free months Package 2 Villa Roma 2 nights + meals Grappa Ristorante dinner for 2 Formaggio cheese Basket for 2 Edible Events 2 season passes UpOut Insiders 3 free months
Contents of prize package are subject to change. There is no cash value for the prize. Prizes will be sent to the mailing address provided by the winner by certified mail. P.O. Boxes are not accepted. No substitution, assignment or transfer of the prize is permitted, except by Sponsor, who has the right to substitute a prize with another of comparable or greater value. Blackout dates may occur. Reservations are subject to availability. Prize must be fulfilled within one calendar year of close of contest. Additional restrictions may apply.
- TAXES. All federal, state and/or local income and other taxes, if any, are the winner’s sole responsibility.
- ODDS OF WINNING. The odds of winning this Promotion depend on the number of eligible entries received.
- NO PRIZE TRANSFER OR SUBSTITUTION. No prize or any portion thereof is transferable or redeemable for cash, will not be replaced if lost or stolen, and cannot be applied to existing credit balances. Any portion of the prize that is not used is forfeited. No substitutions for prize except by Sponsor, in which case a prize of equal or greater value will be substituted.
- CONSENT AND RELEASE. By entering the Promotion, each entrant releases and discharges the Sponsor, judging organization (if applicable), and any other party associated with the development, or administration or promotion of this Promotion, their parent, subsidiary, and affiliated entities, and each of their respective officers, directors, members, shareholders, employees, independent contractors, agents, representatives, successors and assigns (collectively, “Sponsor Entities”), from any and all liability whatsoever in connection with this Promotion, including, without limitation, legal claims, costs, injuries, losses or damages, demands or actions of any kind (including, without limitation, personal injuries, death, damage to, loss or destruction or property, rights of publicity or privacy, defamation, or portrayal in a false light) (collectively, “Claims”). Except where prohibited: (i) entry into the Promotion constitutes the consent of the entrant, without further compensation, to use his/her name, likeness, biographical data, and contact information (including any email address provided by entrant) for editorial, advertising, marketing, publicity, and administrative purposes by the Sponsor and the participating companies UpOut, Tablehopper, DrinkMe, BlackboardEats, and Liquor.com (ii) acceptance of a prize constitutes a release by any winner of the Sponsor Entities of any and all Claims in connection with the administration of this Promotion and the use, misuse, or possession of any prize; (iii) any potential winner shall be required to sign an affidavit of eligibility (including social security number) and a liability/publicity release, including a release of any claims for personal injury or otherwise relating in any way to the receipt of the services or the usage of the products awarded through this Promotion; and (iv) if prize involves travel or activities, any potential winner and travel companion (if applicable) may be required to execute releases of the Sponsor from any and all liability with respect to participation in such travel/activities and/or use of the prize. Affidavits and releases must be returned within five (5) days from the date that Sponsor first try to notify the potential winner. Sponsor may conduct a background check to confirm any potential winner’s eligibility and compliance with these rules. By entering, you agree to cooperate reasonably with any such background check. If the prize includes participation in any public event(s) or publicity, or if Sponsor Entities intend to publicize the winner in any way, and if a background check reveals that a potential winner has engaged in conduct that could damage the reputation or business of any of the Sponsor Entities, as determined by Sponsor in its discretion, the potential winner may be disqualified and the prize may be awarded to an alternate winner. If winner is deemed to be a minor under the jurisdiction of his/her residence, the prize will be awarded in the name of his/her parent or legal guardian who must execute the necessary affidavit and release and, if applicable, must accompany winner on the trip (no additional travel expenses will be awarded should a parent or legal guardian be required to accompany the winner on the trip).
- DISCLAIMERS. (i) Sponsor not responsible for entries that are lost, late, misdirected, incorrect, garbled, or incompletely received, for any reason, including by reason of hardware, software, browser, or network failure, malfunction, congestion, or incompatibility at Sponsor’s servers or elsewhere. In the event of a dispute, entries will be deemed submitted by the authorized account holder of the e-mail address submitted at the time of entry. “Authorized account holder” is defined as the natural person who is assigned to an e-mail address by an Internet Access Provider, online service provider, or other organization (e.g., business, educational institute) that is responsible for assigning e-mail addresses for the domain associated with the submitted e-mail address. (ii) Sponsor, in its sole discretion, reserves the right to disqualify any person tampering with the entry process or the operation of the web site or otherwise attempting to undermine the legitimate operation of the Promotion. Moreover, use of bots or other automated processes to enter is prohibited and may result in disqualification at the sole discretion of Sponsor. (iii) Sponsor further reserves the right to cancel, terminate or modify the Promotion if it is not capable of completion as planned, including by reason of infection by computer virus, bugs, tampering, unauthorized intervention, force majeure or technical failures of any sort. (iv) Sponsor Entities are not responsible for errors in the administration or fulfillment of this Promotion, including without limitation mechanical, human, printing, distribution or production errors, and may cancel, terminate or modify this Promotion based upon such error at its sole discretion without liability. In no event will Sponsor be responsible for awarding more than the number of prizes specified in these rules. (v) In the event this Promotion is cancelled or terminated, pursuant to subparagraph (iii) or (iv), Sponsor, in its sole discretion, may elect to hold a random drawing from among all eligible entries received up to the date of discontinuance for any or all of the prizes offered herein. (vi) SPONSOR ENTITIES MAKE NO WARRANTIES, REPRESENTATIONS OR GUARANTEES, EXPRESS OR IMPLIED, IN FACT OR IN LAW, AS REGARDS THIS PROMOTION OR THE MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE REGARDING ANY PRIZE OR ANY COMPONENT OF ANY PRIZE. (vii) CAUTION: ANY ATTEMPT BY AN ENTRANT TO DELIBERATELY DAMAGE THE WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THIS PROMOTION MAY BE A VIOLATION OF CRIMINAL AND/OR CIVIL LAWS, AND SHOULD SUCH AN ATTEMPT BE MADE, SPONSOR RESERVES THE RIGHT TO SEEK REMEDIES AND DAMAGES (INCLUDING WITHOUT LIMITATION ATTORNEYS’ FEES) FROM ANY SUCH ENTRANT TO THE FULLEST EXTENT OF THE LAW, INCLUDING CRIMINAL PROSECUTION. (viii) The value(s) of the prize(s) set forth above represent Sponsor’s good faith determination of the approximate retail value(s) thereof; the actual fair market value(s) as ultimately determined by Sponsor are final and binding and cannot be challenged or appealed. In the event the stated approximate retail value(s) of a prize is more than the actual fair market value of that prize, the difference will not be awarded in cash or otherwise. No substitution or compensation will be given for any portion of the prize that is not used.
- APPLICABLE LAWS AND JURISDICTION. This Promotion is subject to all applicable federal, state, and local laws and regulations. Issues concerning the construction, validity, interpretation and enforceability of these Official Rules shall be governed by the laws of the State of California, without regard to any principles of conflict of laws. All disputes arising out of or connected with this Promotion will be resolved individually, and without resort to class action, exclusively by a state or federal court located in San Francisco, California. Should there be a conflict between the laws of the State of California and any other laws, the conflict will be resolved in favor of the laws of the State of California. To the extent permitted by applicable law, all judgments or awards shall be limited to actual out-of-pocket damages (excluding attorneys’ fees) associated with participation in this Promotion and shall not include any indirect, punitive, incidental and/or consequential damages.
- WINNER LIST. For a list containing the name of the winner(s), send a self-addressed stamped envelope specifying the month you would like the winner list for, within six (6) months of the month’s Drawing Date, to: Winner List, “Ultimate Hudson Valley Giveaway” c/o UpOut, 859 Harrison Street, Unit B, San Francisco, CA 94107.
- SPONSORSHIP. This Promotion is sponsored by UpOut, 859 Harrison Street, Unit B, San Francisco, CA 94107 (the “Sponsor”).
Terms and Conditions: Ultimate Hudson Valley Giveaway
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY.
Edible offerings (including Edible.com (the “Web Site” or “Edible.com”), email subscription services, and mobile products) are provided by Edible. (“Edible”) and/or its affiliates and subsidiaries for your and others’ personal, non-commercial enjoyment, subject to the terms of these terms and conditions of use and all modifications thereto (“Terms and Conditions”), and the rules that may be published from time to time by Edible. By using this Web Site and the Services (as defined below), you are deemed to have agreed to these Terms and Conditions. Edible may change the Terms and Conditions from time to time and at any time, and without actual notice to you. All such changes to these Terms and Conditions will appear on Edible.com. By using this Web Site and the Services after we post any changes, you agree to accept those changes, whether or not you have reviewed them. If at any time you choose not to accept these Terms and Conditions of use, please do not use this site.
This Web Site and any communications service, including the capability to contribute material through the contribution form (each such submission, a “Contribution”), chat room, message board, newsgroup, or other interactive service that may be available to you on or through this site (collectively, the “Services”) are provided to you solely for entertainment purposes. By using the Web Site and Services you agree to provide true, accurate, current and complete information about yourself as prompted by the subscription form, contribution form and any registration form. If any information provided by you is untrue, inaccurate, not current or incomplete, UpOut reserves the right to terminate your subscription and refuse any and all current or future use of or access to the Services.
Without limitation of the foregoing, you agree to not use the Web Site or Services to:
- Upload, post, publish, e-mail, reproduce, distribute or otherwise transmit any information, data, text, music, sound, photographs, graphics, video, messages or other materials, including any Contribution, (collectively, “Content”), that is unlawful, harmful, threatening, embarrassing, abusive, harassing, offensive, bigoted, prejudiced, racist, lewd, lascivious, filthy, violent, harassing, tortious, defamatory, vulgar, obscene, libelous, deceptive, fraudulent, contains explicit or graphic descriptions or accounts of sexual acts, invasive of another’s privacy, hateful or otherwise objectionable or illegal content;
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- Upload, post, publish, e-mail, reproduce, distribute or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
- Upload, post, publish, e-mail, reproduce, distribute or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “Spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
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- Act in a manner that negatively affects other users’ ability to engage in the Web Site or Services;
- Engage in any activity that is contrary to or which would adversely affect the purpose or intention of the Web Site or Services, including but not limited to, actually or attempting to manipulate, corrupt or otherwise affect the outcome of the Services, in whole or part, by, among other methods, subscribing another party without their authorization or registering multiple subscriptions under the same or different names;
- Engage in any libelous, defamatory, scandalous, threatening, harassing activity;
- Post any content that advocates, promotes or otherwise encourages violence against any governments, organizations, groups or individuals or which provides instruction, information or assistance in causing or carrying out such violence;
- Interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; or
- Intentionally or unintentionally violate any applicable local, state, national or international law.
You also agree that you will not harvest, collect or store information about the users of this Web Site or the Content posted by others on the Services or use such information for any purpose inconsistent with the purpose of the Services or for the purpose of transmitting or facilitating transmission of unsolicited bulk electronic mail or communications.
You acknowledge that UpOut is not responsible for material submitted to UpOut or posted to the Services by users. UpOut does not pre-screen, monitor, review or edit the Content posted by users. However, UpOut and its designees have the right (but not the obligation) at their sole discretion to refuse, remove or edit any Content, in whole or part, that, in UpOut’s judgment, does not comply with these Terms and Conditions or is otherwise undesirable, inappropriate or inaccurate. UpOut is not responsible for any failure, non-failure or delay in removing such Content. You will remain responsible for, and will indemnify UpOut against any claims regarding, the accuracy, copyright compliance, legality, decency, or any other aspect of such submitted material, including any Contribution or part thereof, or other communication to UpOut. You agree to immediately notify UpOut of any unauthorized use of the Service or any other breach of security known or suspected by you.
You acknowledge and agree that UpOut may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with any legal, regulatory or governmental processes; (b) enforce these Terms and Conditions; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of UpOut, its users or the public.
You understand that the technical processing and transmission of the Services, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. UpOut assumes no responsibility for the deletion or failure to store postings, Contributions or other information submitted by you or other users to UpOut.com.
Any or all Content on the Services may be purged periodically in UpOut’s sole discretion. You acknowledge and agree that Content you view, submit or post is at your own discretion and risk, including any reliance on the accuracy, completeness, or usefulness of such Content. You acknowledge that you may not rely on any information, data, text, music, sound, photographs, graphics, video, messages or other materials created by UpOut or submitted to UpOut, including Content. You further acknowledge and agree that the views expressed on the Services do not necessarily reflect the views of UpOut, and UpOut does not support or endorse Content (including any Contribution, whether or not edited by UpOut or its designee or presented on the Web Site edited or unedited, in whole or in part, or alone or with other content) posted or submitted by you or any User.
Mobile / Wireless Policy
In addition to any fee of which you are notified, your provider’s standard messaging rates apply to our confirmation and all subsequent SMS correspondence. No more than two messages per day per SMS subscription will be sent. All charges are billed by and payable to your mobile service provider.
We will not be liable for any delays in the receipt of any SMS messages, as delivery is subject to effective transmission from your network operator. SMS message services are provided on an AS IS basis.
Data obtained from you in connection with this SMS service may include your cell phone number, your provider’s name, and the date, time, and content of your messages. We may use this information to contact you and to provide the Services you request from us. We will never share this information with a third party.
Restrictions On Use of Material
The content on the Services is intended for entertainment purposes only. Except as expressly permitted, you agree not to use the Services for sale, trade or other commercial purposes, and, you may not modify, copy, publish, display, transmit, adapt or in any way exploit the content of the Services. Only if you obtain prior written consent from us — and from all other entities with an interest in the relevant intellectual property — may you publish, display or commercially exploit any material from the Services. To seek our permission, you may write to us at our address provided below. If permission is granted by us and by all other entities with an interest in the relevant intellectual property, you may not change or delete any author attribution, trademark, legend or copyright notice.
You must abide by all additional copyright notices or other restrictions contained on the Web Site.
In operating this site, UpOut does not solicit nor does it wish to receive any confidential, secret or proprietary information or other material from you through the Web Site or UpOut mail and e-mail addresses, or in any other way. Any information or material submitted or sent to UpOut, will be deemed not to be confidential or secret. By submitting or sending information or other material to UpOut you represent and warrant that the information is original to you and that no other party has any rights to the material.
User’s Grant Of Limited License
By communicating with UpOut, including submitting or sending Content, a Contribution or other information or material to UpOut.com, you grant UpOut the royalty-free, unrestricted, world-wide, perpetual, irrevocable, non-exclusive and fully sub-licensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Content (in whole or part), including any information, suggestions, ideas, drawings or concepts contained in such Content, worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed. Such license includes incorporating a Contribution, in whole or in part, into a UpOut feature. You will remain responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of such submitted material, including any Contribution or part thereof, or other communication to UpOut.
You also warrant that any “moral rights” in posted materials have been waived.
You may be able to link to third parties’ websites (“Linked Sites”) from the UpOut Web Site. Linked Sites are not, however, reviewed, controlled, or examined by UpOut in any way and UpOut is not responsible for the content, availability, advertising, products or other materials of any such Linked Sites, or any additional links contained therein. These links do not imply UpOut’s endorsement of or association with the Linked Sites. It is your sole responsibility to comply with the appropriate terms of service of the Linked Sites as well as with any other obligation under copyright, secrecy, defamation, decency, privacy, security and export laws related to the use of such Linked Sites and any content contained thereon. In no event shall UpOut be liable, directly or indirectly, to anyone for any loss or damage arising from or occasioned by the creation or use of the Linked Sites or the information or material accessed-through these Linked Sites. You should direct any concerns to that site’s administrator or webmaster. UpOut reserves the exclusive right, at its sole discretion, to add, change, decline or remove, without notice, any feature or link to any of the Linked Sites from the Web Site and/or introduce different features or links to different users.
SPECIAL NOTICE: THE LINKED SITES MAY CONTAIN CONTENT AND GRAPHICS THAT CONTAIN SEXUALLY EXPLICIT MATERIAL UNSUITABLE FOR MINORS, OR THAT MAY OTHERWISE BE OFFENSIVE. IF YOU ENTER THESE LINKED SITES, YOU ASSERT THAT YOU ARE OF LEGAL ADULT AGE IN YOUR JURISDICTION TO VIEW SUCH MATERIALS AND THAT THE VIEWING, READING, AND/OR DOWNLOADING OF CONTENT FROM THESE LINKED SITES DOES NOT VIOLATE THE COMMUNITY STANDARDS OF YOUR LOCALITY, CITY, TOWN, COUNTY, STATE, PROVINCE, COUNTRY OR OTHER COMMUNITY TO WHICH YOU BELONG, AND/OR FROM WHICH YOU ACCESS THESE LINKED SITES.
Permission must be granted by us for any type of link to UpOut.com. To seek our permission, you may write to UpOut. We reserve the right, however, to rescind any permission granted by us to link through any type of link, and to require termination of any such link to the Web Site, at our discretion at any time.
Contests, Promotions, Simulations or Games
From time to time, UpOut may offer as part of the Services, either on or through the Web Site, contests, sweepstakes, promotions, simulations or games (collectively, “Games”). To participate in Games, players may be required to complete a registration form. Upon submission, all registrations become the exclusive property of UpOut. Registered users (each, a “Registered User”) are permitted only one account. Registered Users with more than one account are subject to immediate disqualification from any Game, unless the description of the Game expressly invites a user to register multiple times. UpOut, at its sole discretion, may suspend or revoke the registration of any Registered User.
Registered Users agree to release UpOut and its agents, advertisers, sponsors or promotional partners, from all liability arising from participation in any of Game located on, or accessed through, the Services. UpOut is not responsible for technical, hardware or software failures of any kind, lost or unavailable network connections, or failed, incomplete, garbled or delayed computer transmissions which may limit any Registered User’s ability to participate in any Game.
Each Registered User agrees to be bound by the rules of any Game and by the rules of fair play and consideration of fellow Registered User. A Registered User who violates any of the rules or guidelines for behavior published on the Web Site, or the site where the Game is conducted, are subject to immediate disqualification and revocation of their registration. UpOut is under no obligation to award any prize to any Registered User who violates a published rule or guideline.
Some Games may offer prizes to Registered Users. All prizes are subject to the official game or contest rules published with that Game. All Registered Users who receive a prize through a Game are solely responsible for all federal, state and local taxes associated with the receipt of such Registered User’s prize.
UpOut reserves the right to cancel, terminate or alter any Game or the rules thereof at any time without prior notification.
Intellectual Property Rights
All materials contained in Services, apart from user generated Content or Contributions, are the copyrighted property of UpOut and its affiliates or licensors. As between UpOut and you, UpOut is the sole owner of all non-user generated Content and Contributions on the Services, including without limitation, all applicable U.S. and non-U.S. copyrights, patents, trademarks, and trade secrets, and other intellectual property rights thereto. Except as otherwise specifically provided in these Terms and Conditions, you may not download or save a copy of the Web Site, the Services or any portion thereof, for any purpose. You may, however, print a copy of individual screens appearing as part of the Services solely for your personal, non-commercial use or records, provided that any marks, logos or other legends that appear on the copied screens remain on, and are not removed from the printed or stored images of such screens. All title and intellectual property rights in and to the content of the Linked Sites is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties.
The Services are not intended to be a children’s site or a site for minors or individuals under the age of 18, therefore, some of the available information may concern certain topics that may not be appropriate for for children/minors or individuals not of legal drinking age. By accepting these Terms and Conditions, you confirm that you are at least 18 years of age.
UpOut items are selected by our editors and sponsors. On occasion, we will send out “advertorial” e-mails on behalf of sponsors. Advertorial emails are paid for. When you sign up for UpOut you are agreeing not only to get our content delivered to you free, but also to occasionally receive one of these advertorial e-mails from our sponsors. If you would prefer not to get these e-mails, just unsubscribe from all editions of UpOut (unfortunately you won’t be getting -any- UpOut e-mails any more).
We would never sell our subscriber list to anyone.
Disclaimer Of Warranties
THE WEB SITE AND SERVICES ARE PROVIDED “AS IS,” “WHERE IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITATION OF THE FOREGOING, UPOUT SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO: (i) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, APPROPRIATENESS, RELIABILITY, TIMELINESS, USEFULNESS, OR OTHERWISE OF THE CONTENT OF THE WEB SITE OR SERVICES; AND (ii) ANY WARRANTIES OF TITLE, WARRANTY OF NON-INFRINGEMENT, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY THE WEB SITE, INCLUDING WITHOUT LIMITATION AS A RESULT OF (1) ANY ERROR, OMISSION, DELETION OR DEFECT IN THE CONTENT, OR (2) ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, DEFAMATION OR UNDER ANY OTHER CAUSE OF ACTION. UPOUT DOES NOT WARRANT OR GUARANTEE (1) THAT ANY PORTION OF THE WEB SITE WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR ANYTHING ELSE MANIFESTING CONTAMINATING OR DESTRUCTIVE PROPERTIES; OR (2) THAT ACCESS TO THE WEB SITE WILL BE UNINTERRUPTED OR ERROR-FREE.
UPOUT DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS IN THIS WEB SITE. YOU (AND NOT UpOut OR ANY OF ITS AGENTS) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.
APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
Limitation Of Liability
IN NO EVENT WILL UPOUT, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SPONSORS, ADVERTISERS, PARENTS, AFFILIATES, SUCCESSORS OR ASSIGNS, BE LIABLE TO ANY PARTY (i) FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER DAMAGES ARISING IN ANY WAY OUT OF THE AVAILABILITY, USE, RELIANCE ON, OR INABILITY TO USE THE WEB SITE, EVEN IF UPOUT OR ITS AGENTS SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE; (ii) FOR ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN, OR DESTRUCTIVE PROPERTIES OF THE WEB SITE; OR (iii) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF ONE HUNDRED U.S. DOLLARS ($100.00). 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, UPOUT’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
Upon a request by UpOut, you agree to defend, indemnify and hold UpOut, its affiliates, officers, directors and employees harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees, arising in any way from your use or misuse of the Web Site or Services, or the uploading, posting, publishing, e-mailing, reproduction, distribution or transmission of any Content or other materials by you or users authorized by you or any violation of these Terms and Conditions by you. UpOut reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with UpOut in asserting any available defense.
Copyright Infringement and DMCA Policy
We have adopted the following policy toward copyright infringement with respect to the Site in accordance with the Digital Millennium Copyright Act, a copy of which is located athttp://www.loc.gov/copyright/legislation/dmca.pdf. Please sign the notice with an electronic signature and email it to firstname.lastname@example.org
Applicable Laws / Jurisdiction
You agree that the laws of the State of California excluding its conflicts-of-law rules, shall govern these Terms and Conditions. Please note that your use of the Web Site may be subject to other local, state, national, and international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with UpOut or relating in any way to your use of the Web Site resides in the courts of the State of Delaware, and you further agree and expressly consent to the exercise of personal jurisdiction in the courts of the State of California in connection with any such dispute and including any claim involving UpOut or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers and content providers.
We control and operate this site from our offices in San Francisco, California. We do not represent that materials on the site are appropriate or available for use outside of San Francisco, California. Persons who choose to access this site from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable.
Any inquiries concerning these Terms and Conditions of use should be directed to email us at support@UpOut.com.
Provisions Unenforceable or Invalid
If any part of this agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
You shall not transfer, assign, sublicense nor pledge in any manner whatsoever, any of your rights or obligations under this Agreement. UpOut may transfer, assign sublicense or pledge in any manner whatsoever, any of its rights and obligations under this agreement to a subsidiary, affiliate, or successor thereof or to any third party whatsoever, without notifying you or receiving your consent.
If you have any questions about this policy or our site in general, please email us at support@UpOut.com
UpOut reserves the right, in its sole discretion, to modify or replace any of these Terms and Conditions, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Web Site or by sending you notice through the Services, via e-mail or by another appropriate means of electronic communication. UpOut may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. While UpOut will timely provide notice of modifications, it is also your responsibility to check these Terms and Conditions periodically for changes. Your continued use of the Services following notification of any changes to these Terms and Conditions constitutes acceptance of those changes.
Entire Agreement and Severability
Effective Date of Terms and Conditions: September 9, 2015