Terms of Service

This Upload.cd Service Agreement (the "Agreement") describes the terms and conditions on which Upload.cd ("we" or "our company") offer services to you ("Customer" or "You"). By registering for or using Upload.cd services, Customer agrees to be bound by the following terms and conditions.

  1. Eligibility for Upload.cd Services

    Our Services are available only to individuals of no less than 18 years of age and business entities (including but not limited to sole proprietorships) in good legal standing that can form legally binding contracts under applicable law. Customer hereby represents and warrants that it is duly licensed to do business and is in good legal standing in the jurisdictions in which it does business (during the term of this Agreement) that it is not a competitor of Upload.cd, and that the person agreeing to this Agreement for Customer is at least eighteen (18 )years of age and otherwise capable of and authorized to enter binding contracts for Customer.

  2. Upload.cd Services

    Subject to the terms and conditions of this Agreement, Upload.cd makes certain Services available to Customer.

    For the purposes of this Agreement:

    1. "Customer" (or "you") means the individual or business entity that is using or registering to use the Services, including its employees and agents;
    2. Upload.cd "Services" means those electronic or interactive services offered by Upload.cd. Upload.cd Online reserves the right to change or discontinue any of the Services at any time.
    3. Upload.cd reserves the right to without notice change the terms its affiliate program both globally and individually.
  3. Ownership

    You acknowledge that all materials (except those uploaded by users) provided on this Web site, including but not limited to information, documents, products, logos, graphics, sounds, gui, software, and services (collectively "Materials"), are provided either by Upload.cd or by their respective third party authors, developers and vendors (collectively "Third Party Providers") and the underlying intellectual property rights are owned by Upload.cd and/or its Third Party Providers. Elements of the Web site are protected by trade dress and other laws and may not be copied or imitated in whole or in part. Upload.cd, the Upload.cd logo and other Upload.cd products referenced herein are trademarks of Upload.cd, and may be registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols may be the trademarks of their respective owners.

  4. Customer Information

    Customer represents and warrants that the information it provides in Upload.cd contact information forms is true, accurate, current and complete. Customer agrees to maintain and update this information to ensure that it is true, accurate, current and complete. If, at any time, any information provided by Customer is untrue, inaccurate, not current or incomplete, Upload.cd will have the right to suspend or terminate Customer's account and this Agreement.

  5. Customer Account

    1. Authorized Users

      Customer may not grant access to their accounts to any 3rd party persons. Account sharing of any kind is strictly prohibited.

    2. Responsibility for Access

      Customer is solely responsible and liable for any and all access to and use of the Services. Reasonable security features that limit unauthorized access are provided and Upload.cd encourages customer to use them however no responsibility will be assumed by Upload.cd for any unauthorized access or its implications.

    3. Responsibility for User IDs and Passwords

      Customer is solely responsible for maintaining the confidentiality of Customer access information, i.e. account ID and password and are responsible for all activities that occur under your account.

    4. Notification of Unauthorized Use

      Customer will immediately notify Upload.cd if Customer notices any activity indicating that Customer's account or data is being used without authorization, including:

      1. Customer has received confirmation of an order or orders placed using Customer's account which Customer did not place or any similar conflicting report;
      2. Customer becomes aware of any unauthorized use of any product or service related to its account(s).
    5. Refund Policy

      Upload.cd team handles all refund requests individually. Our customer service specialists review and evaluate each refund request taking into account factors such as but not limited to usage, purchase time, date and method, issue described. Decision is made based on results of the internal investigation.

    6. Recurring Subscriptions.

      Upload.cd maintains a variety of payment options. Some of these payment options have recurring terms. Upload.cd will inform their customers when an intended purchase is recurring. The recurring billing information may be posted on Upload.cd pages that directs its customers to payment page, on the payment page itself or on the payment page of a 3rd party billing company depending in the technical ability of Upload.cd or 3rd billing party to post such a notice. Customers are urged to pay close attention to the posted terms on each of the pages leading to a purchase.

    7. Cancelation of Subscription.

      To cancel your recurring subscription you may at any time email support@Upload.cd and request subscription cancelation or information on how to cancel the subscription on your own.

  6. Customer Data

    Customer has sole responsibility and liability for the data it stores on Upload.cd's servers. Customer controls its data through its generated link. Upload.cd encourages Customer to archive its data regularly and frequently; Customer bears full responsibility for archiving its data and sole liability for any lost or irrecoverable data. Upload.cd shall not be responsible for any lost or irrecoverable data for any reason even if Upload.cd was notified of the possibility of such loss and was negligent or even grossly negligent. Customer agrees to maintain its data in compliance with its legal obligations. Upload.cd will delete Customer data upon termination of this Agreement. However, Upload.cd may retain Customer data in its archives after deletion and will not be liable to Customer in any way for such retained data.

  7. Special Circumstances

    Upload.cd will provide access to the Services and Customer's data to an agent of Customer ("Authorized Agent") who provides Upload.cd with a notarized letter signed by an officer of Customer which letter shall include statements of authenticity, authority, and liability as required by Upload.cd in its sole discretion. Customer expressly and irrevocably agrees that Upload.cd may rely on such a letter and on the apparent authority of the person requesting access to the Services or to Customer's account. In no event will Upload.cd be liable to Customer or any third party for Upload.cd's reliance on such letter or such apparent authority.

  8. Acceptable Use

    You agree to not use Upload.cd's Service to:

    1. upload, post, email, transmit or otherwise make available any Content that spreads messages of terror or depicts torture or death-gui; the content will be reported to the appropriate legal authority and/or the member's ISP will be contacted;
    2. harm minors in any way, this includes any form of child pornography; the content will be reported to the appropriate legal authority and/or the member's ISP will be contacted; Upload.cd will report files it detects through its service that appear to involve child exploitation to the National Center for Missing & Exploited Children's CyberTipline and appropriate law enforcement agencies.
    3. upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party.
    1. Illegality/Adult Content

      Upload.cd neither sanctions nor permits site content or the transmission of data that contains illegal or obscene material and pornography or fosters or promotes illegal activity, including but not limited to, gambling, the offering for sale of illegal weapons, and the promotion or publication of any material that may violate hate crimes legislation.

      Upload.cd reserves the right to immediately suspend or terminate any account or transmission that violates this policy, without prior notice.

      Further, should Customer violate this policy, Upload.cd will actively assist and cooperate with law enforcement agencies and government authorities in collecting and tendering information about Customer, Customer's site, the illegal or obscene content, and those persons that may have inappropriately accessed, acquired, or used the illegal or obscene content.

      Please be aware that Upload.cd has zero tolerance policy towards any content that promotes, suggests or depicts any type of child abuse. Users found uploading or downloading such content will be investigated, reported to National Center for Missing & Exploited Children's CyberTipline and appropriate law enforcement agencies.

    2. Wrongful Conduct

      Customer shall not commit or permit wrongful or damaging acts which justify civil action including, but not limited to, posting of defamatory, scandalous, or private information about a person without their consent or intentionally inflicting emotional distress.

    3. Access and Interference

      Violations or attempts to violate Upload.cd systems or to interrupt Upload.cd services are strictly prohibited, and may result in criminal and civil liability. Examples of system violations include, without limitation:

      1. Unauthorized access to or use of Upload.cd Services, including any attempt to probe, scan or test the vulnerability of a system or to breach security or authentication measures without express authorization of Upload.cd;
      2. Interference with Service to any customer or network including, without limitation, flooding, or deliberate attempts to overload a system and broadcast attacks;
      3. Use of any device, software, or routine to interfere or attempt to interfere with the proper working of the Services;
      4. Any action that imposes an unreasonable or disproportionately large load on Upload.cd's infrastructure

      Customer shall not decompile, disassemble, decrypt, extract, reverse engineer or otherwise attempt to derive the source code of the "software tools" (including the tools, methods, processes, and infrastructure) underlying the Services or any other software on the Upload.cd Web site.

    4. Copyright or Trademark Infringement

      Upload.cd Services may be used only for lawful purposes. Transmission, distribution or storage of any material in violation of any applicable law or regulation, including export control laws, is prohibited. This includes, without limitation, material protected by patent, copyright, trademark, service mark, trade secret or other intellectual property rights. If you use another party's material, you must obtain prior authorization. By using the Services, you represent and warrant that you are the author and copyright owner and/or proper licensee with respect to any hosted content and you further represent and warrant that no content violates the trademark or rights of any third party. Upload.cd reserves the right to suspend or terminate a Customer's transmission(s) that, in Upload.cd's discretion, violates these policies or violates any law or regulation.

      1. Non-Endorsement

        Notwithstanding the foregoing, Upload.cd undertakes no responsibility to monitor the Content made available by Members. Upload.cd operates the Site and Services as a neutral party, and Upload.cd does not regularly monitor, scan or regulate the use of the Upload.cd and/or services by any of its Members. The use of the Upload.cd and/or services by a Member or otherwise does not constitute an endorsement by Upload.cd of that member. Upload.cd is not responsible or liable for the acts, omissions, agreements, promises, content, content links, other products, services, comments, opinions, advice, statements, offers and/or other information made available by, or related to, any member or other third party.

      2. Member Content

        As a Member, you agree that you are solely responsible for the Member Content uploaded by you to the Upload.cd, and for any and all subsequent uses of the member content URLs. If you post member content, you represent and warrant that you have all necessary ownership or other rights in and to the member content enabling you to upload it on the Upload.cd, generate a member content URL and display the member content URL and associated member content as intended. Without limiting the foregoing, you agree to use the Services in a manner consistent with any and all applicable laws and regulations.

        You shall be solely responsible for any and all of your own uploads and the consequences that arise from posting, uploading and publishing them. Furthermore, with uploaded content, you affirm, represent, warrant and/or agree that you will not:

        1. Make available for and/or display any content that could be considered unlawful, harmful, threatening, defamatory, obscene and/or objectionable;
        2. Make available for and/or display any content that infringes upon the trademark, trade name, copyright, license and/or other intellectual property or property right of any third party;
        3. Make available for and/or display any private information of any third person such as but not limited to: telephone numbers, street addresses, last names and/or email addresses;
        4. Make available for and/or display any audio files, text, photographs, videos or other imagery featuring confidential information without prior authorization by the information owner/holder;
        5. Make available for and/or display any audio files, text, photographs, videos or other images that might be found to be obscene in your community, as defined under applicable local law;
        6. Express or imply or lead any 3rd parties to believe that any statements you make are endorsed and/or approved by Upload.cd, without Upload.cd administration's specific prior written consent;
        7. Collect by any means whatsoever any personal information about end-users or other third parties, without their express consent and/or approval;
        8. Utilize any software such as but not limited to: robot, spider, site search/download application or any other device or utility to retrieve, index, "data mine," or in any way reproduce the navigational structure and/or presentation of the Upload.cd, it's services or related content;
        9. Interfere with or disrupt the Services, Site and/or the servers and/or networks connected to Upload.cd;
        10. Make available, offer for download, post, email or otherwise transmit any material that contains viruses or any other software, malware, code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
        11. Make available, post, offer for download, transmit, promote any software, product or service that is illegal and/or that violates the rights of a third party including, but not limited to, spyware, adware, programs designed to send unsolicited advertisements (SPAM), services that send unsolicited advertisements, programs designed to initiate DDOS attacks and programs designed to gain unauthorized access to networks on the Internet;
        12. Create a mirror of any part of the Upload.cd and/or its services or impersonate Upload.cd and/or its services without our prior written authorization;
        13. Make available for and/or display any content that could be considered exploitative of children in any way, whatsoever;
        14. Modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Upload.cd and/or services or any software used on or for same. Engaging in any of the aforementioned practices shall be deemed a breach of the Agreement and may result in the immediate termination of your account and access to the services without prior notice, in the sole discretion of Upload.cd. Upload.cd reserves the right to pursue any and all legal remedies against Members that engage in the aforementioned prohibited conduct. Without limiting the foregoing, Upload.cd reserves the right to report any content that could be considered exploitative of children in any way, whatsoever, to any and all applicable legal and regulatory bodies and organizations.
        15. It is your responsibility to be informed of your local laws and regulation and abide by them. Please refer to our Disclaimer for additional information and coverage.
        16. Notice: If you believe either your material or an entity whom you represent's material has been infringed then you may inform Upload.cd of this either via email: abuse@upload.cd
      3. Repeat Infringement Policy

        Any user for whose user submissions or third party content we receive three separate good-faith, valid complaints within a six month period will be banned from using this site.

      4. Termination of the Account

        By using our site and/or service, you agree that we are authorized to block your access and delete any or all files in your account for any violation of our Terms and Conditions.

        We have a policy of terminating, without notice and without recourse, accounts of subscribers or account holders who are repeat infringers of copyright based upon a suspicion on our part or a notice we receive regardless of any proof of infringement.

        Upload.cd reserves the rights to decide whether member's or user's uploads are appropriate and comply with these Terms. Upload.cd reserves the right to remove such user/member uploads and/or terminate user's access for uploading such material in violation of these Terms at any time, without prior notice and at its sole discretion.

    5. Misuse of System Resources

      Customer shall not misuse system resources including, but not limited to, employing content which consume excessive CPU time or storage space; utilizing excessive bandwidth; or resale of access to content hosted on Upload.cd servers.

    6. Other Activities

      Whether lawful or unlawful, Upload.cd reserves the right to determine what is harmful to its Customers, operations or reputation, including any activities that restrict or inhibit any other user from using and enjoying the Service or the Internet.

      Please be aware Upload.cd reserves the right to cancel any account or transmission they find in violation of any of the above policies. If appropriate, Upload.cd will refer complaints to law enforcement authorities, and in such case, Upload.cd will actively assist law enforcement agencies with the investigation and prosecution of any such activities, including surrendering Customer account and data information.

      Complaints about violators of our Policy should be sent via our contact form or via regular mail. Each complaint will be investigated and may result to immediate cancellation of Services without prior notice.

  9. No Warranty

    You expressly understand and agree that:

    1. your use of the Service is at your sole risk. Upload.cd Services are provided on an "as is" and "as available" basis. Upload.cd and its suppliers, to the fullest extent permitted by law, disclaim all warranties, including but not limited to warranties of title, fitness for a particular purpose, merchantability and non-infringement of proprietary or third party rights. Upload.cd and its suppliers make no warranties about the accuracy, reliability, completeness, or timeliness of our Services, software, or content;
    2. Upload.cd makes no warranty that (I) the Service will meet your requirements, (II) the service will be uninterrupted, timely, secure, or error-free, (III) the results that may be obtained from the use of the service will be accurate or reliable, (IV) the quality of any products, services, information, or other material purchased or obtained by you through the Service will meet your expectations, and (V) any errors in the software will be corrected;
    3. any material downloaded or otherwise obtained through the use of the Service is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material;
    4. no advice or information, whether oral or written, obtained by you from us or through or from the Service shall create any warranty not expressly stated in these terms and conditions.
    5. to the maximum extent permitted by law, Upload.cd, its affiliates, third party suppliers, licensors and business partners, and their directors, officers, shareholders, employees and agents ("Upload.cd"), shall not be liable as pertaining to any subject matter included in these terms of service, whether based in contract, tort (including negligence or gross negligence), strict liability or otherwise, for any direct, indirect, incidental, consequential, or special damages, even if Upload.cd has been advised of the possibility of such damages, the use or the inability to use the site or any associated services or the cost of procuring alternative services or tech. without limiting the foregoing, in no case shall the entire liability of Upload.cd, for all actions as pertianing to you, exceed the amount that you paid to Upload.cd or $2500, whichever is greater. said $2500 shall be considered liquidated damages, an amount which you deem reasonable your sole remedy shall be to discontinue any use of the site and Upload.cd's services.
  10. Indemnity

    You agree to defend, indemnify, and hold harmless Upload.cd, its affiliates, officers, directors, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal fees, alleging or resulting from your use the Service, or your breach of this Agreement or other Upload.cd policies, terms and conditions.

  11. Limitation of Liability

    Your use of Upload.cd is at your own risk. If you are dissatisfied with any aspect of our Service or with these terms & conditions, or any other rules or policies, your sole remedy is to discontinue use of the Service. You expressly understand and agree that Upload.cd shall not be liable for any direct, indirect, incidental, special, consequential exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if we have been advised of the possibility of such damages), resulting from:

    (I) the use or the inability to use the Service; (II) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Service; (III) unauthorized access to or alteration of your transmissions or data; (IV) statements or conduct of any third party on the service; or (V) any other matter relating to the Service.

  12. Modifications to Agreements, Policies or to our Services

    We reserve the right to change this Service Agreement at any time without notice. We also reserve the right at any time to modify or discontinue the Service, temporarily or permanently, with or without notice to you. You agree that we shall not be liable to you or any third party for any modification, suspension or discontinuance of the Service. You acknowledge that we may establish general practices and limits concerning use of the Service, including the maximum disk space that will be allotted on Upload.cd's servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time. Further, you acknowledge that Upload.cd may change subscription fees at any time without notice. Changes in subscription fees will take effect on expiration of any existing Customer subscription.

  13. Termination

    1. Without limiting other remedies, Upload.cd may immediately issue a warning, suspend (i.e., lock out access and operation of Services for Customer) either temporarily or indefinitely, or terminate Customer's account and refuse to provide Services to Customer if:

      1. Upload.cd believes that Customer have violated or acted inconsistently with this Agreement, or any of our policies;
      2. Customer have failed to pay fees or other payments due to Upload.cd;
      3. Upload.cd is unable to verify or authenticate any information Customer provides to Upload.cd;
      4. Upload.cd believes that Customer's actions may cause legal liability for Customer, Upload.cd's other clients, or Upload.cd.

      Upload.cd may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of these terms and conditions may be effected without prior notice, and acknowledge and agree that Upload.cd may immediately deactivate, archive or delete your account and all related information and data and/or any further access to such data or the Service. Further, you agree that Upload.cd shall not be liable to you or any third-party for any termination of your access to the Service.

      Upon termination of this Agreement by either Customer or Upload.cd, all of Customer rights under this Agreement, and Upload.cd's provision of Services, will terminate immediately.

    2. The Sections 6 ("Customer Data"), 9 ("No Warranty"), 10 ("Indemnity"), 11 ("Limitation Of Liability") and this Section 13 will survive any termination of this Agreement.

  14. Miscellaneous

    To the extent that anything in or associated with the Site is in conflict or inconsistent with these Terms and Conditions, these Terms and Conditions shall take precedence. Our failure to enforce any provision of the Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. The parties do not intend that any agency or partnership relationship be created through operation of the Agreement.

    1. Relationship

      Customer and Upload.cd are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

    2. Assignment

      Customer may not assign any of its rights, or delegate any of its duties, under this Agreement, and any attempted assignment will be null and void.

    3. Force Majure

      Operation of our Services may be interfered with by numerous factors outside of our control and we shall not be liable to you for any delay or failure in performance under this Agreement resulting directly or indirectly from causes beyond Upload.cd's control.

    4. Jurisdiction / Venue / Choice of Law

      Any legal proceeding arising out or relating to these Terms of Service against or relating to Upload.cd or any Indemnified Party under these Terms of Service will be subject to the exclusive jurisdiction, Choice of Law and Venue of Hong Kong and you irrevocably consent to the jurisdiction of such courts.

    5. Interpretation

      If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck, as narrowly as possible, and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Headers of this agreement shall be considered valid elements of this contract. You acknowledge that you have had th opportunity to consult with an attorney and any interpretation of this contract shall deem it written by both parties.

    6. Upload.cd Confidential Information

      You represent and warrant to Upload.cd that:

      1. you are not a competitor of Upload.cd
      2. you shall keep publicly unannounced information and materials pertaining to Upload.cd, pre-release software, testing or testing procedures strictly confidential and
      3. you shall not use any information gained from access to the Upload.cd Web site or use of the Upload.cd Services to compete with Upload.cd in its business.
    7. Exceptions

      Except for other agreements or terms appearing on the Web site, this Agreement set forth the entire understanding and agreement between us with respect to the subject matter hereof.


    8. Company:

      ETENIA INC.
      Address: 8 GLOBAL GATEWAY,RUE DE LA PERLE, PROVIDENCE ., MAHE, SEYCHELLES