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.
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.
Subject to the terms and conditions of this Agreement, Upload.cd makes certain Services available to Customer.
For the purposes of this Agreement:
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.
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.
Customer may not grant access to their accounts to any 3rd party persons. Account sharing of any kind is strictly prohibited.
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.
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.
Customer will immediately notify Upload.cd if Customer notices any activity indicating that Customer's account or data is being used without authorization, including:
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.
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.
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.
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.
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.
You agree to not use Upload.cd's Service to:
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.
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.
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:
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.
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.
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.
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:
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.
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.
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.
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.
You expressly understand and agree that:
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.
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.
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.
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:
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.
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.
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.
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.
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.
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.
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.
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.
You represent and warrant to Upload.cd that:
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.