uAmplify Social Marketing Tools

 
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Terms of Service

Updated: April 21, 2008

Thank you for registering on uAmplify, Inc., a SaaS product that enables you to create, deploy, track and optimize socially influenced incentivized marketing campaigns.

These terms of service covers your use of the uAmplify service .

By registering with uAmplify, creating, or using campaigns built on uAmplify, Inc. ("uAmplify" or "us"), you are agreeing to these terms of service ("Terms of Service" or "Terms").

Description & Definitions

uAmplify, Inc. offers a platform for creating your own Viral Marketing programs. Our lawyers want us to define some other terms as well, so here it goes:

Social Networks or Networks

are comprised of Code and Content. Networks are created by Users or by us and provided, through the use of the uAmplify Pass it Forward Platform, for Users to connect with other Users online. Social Networks include features such as User profiles, friends, comments, recommendations, forums, photo sharing, video sharing, reviews, ratings, people matching, and events, among others.

Users

are people who register on uAmplify to create, find, visit, use, and contribute to one or more Viral campaigns which can include posting Content or responding to Content.

Network Creators

are Users who have created a Network Account on the uAmplify Platform.

Content

means any work of authorship including User profiles, comments, recommendations, forums, photos, videos, sounds, images, text, files, listings, postings, messages, or other materials posted on or transmitted through the uAmplify Platform or through any Network. Users upload Content, in turn, control Content. If the Network Creator designates the Network as private, any Content submitted to that Network will be deemed to be Private Content. Private Content is licensed for use only within the Network into which it is posted. Public Content is available in the Network in which it is posted, other Networks.

Tags

are descriptions (words or phrases) you can assign to Content. You can assign as many Tags to Content as you like. You can also add, edit, and delete Tags that you've assigned.

uAmplify Pass it ForwardTM Platform Services

include, but aren't limited to: sign-on (via a "uAmplify ID") on the UAmplify Platform; managing lists of friends and contacts; messaging between Users; importing of contacts who are not Users of UAmplify; navigation; and search. As a Network Creator, we also offer: User registration; User account management; Semi-structured Content Pages and the Content Management system; Network display, management, and search.

Ownership of Code and Content

uAmplify does not claim any ownership rights in the Content or the Code you provide. You, as the Network Creator, own the Code you develop ("you're Code"). You also own the Content you create and upload ("your Content"). After posting your Content or your Code, you continue to retain all ownership rights in such Content or Code, and you continue to have the right to use and license your Content and your Code in any way you choose.

These Terms of Service includes a number of licenses that are necessary for uAmplify to make your Network and your Content available through the UAmplify Platform. For example, without the right to modify Content, uAmplify would not be able to format Content to meet technical requirements, and without the right to publicly perform or publicly display Content, UAmplify could not make the Content available for other Users to view.

Licenses to Code

We allow Code to be posted and use under a "uAmplify Code License" (which means the uAmplify Public Code License or the UAmplify Private Code License, as applicable) or under the GNU Lesser General Public License (LGPL, but not the GPL), as described below. When you post Code to uAmplify, you may designate such Code, in the Code comments, as governed by the uAmplify Code License or the LGPL.

uAmplify may, but is not obligated to, review any Code to determine whether such Code is designated with the correct license, and uAmplify may change the comments for such Code (or any subpart of such Code) if uAmplify believes its designation is incorrect.

Unless the Code you post is third party Code and is governed by the LGPL (based on, for example, comments in the Code), the applicable uAmplify Code License will apply to the Code you post on uAmplify.

Public Code Licenses

If a Public Code component you post is third-party Code (in whole or in part) and is governed by the LGPL, you grant uAmplify and other Users on the uAmplify Platform a license to such Public Code under the LGPL.

Portability

At any point, you can take your Code from your Network and cancel your account, but the licenses to your Public Code will remain in effect. Therefore, you should only upload Public Code to the UAmplify Platform you are comfortable sharing with others

You acknowledge that UAmplify may independently develop Code that is similar to Code that you have developed. You agree not to sue uAmplify for infringement of your Code, even if uAmplify's Code is substantially similar to yours.

Licenses to Content

License from You

Your Content remains yours. We claim no ownership interest in the Content you provide on Networks run uAmplify on the uAmplify Platform. However, we also want to encourage sharing of Content between Users and Networks across the UAmplify Platform. To this end, by uploading Content to a Network in which the Content is designated as Public Content, you grant to uAmplify and all other Users a nonexclusive license to reproduce, create derivative works of, distribute, publicly perform, and publicly display such Content on the condition that the Content is attributed in a manner specified by its author, if at all (a "Public Content License").

If you upload Content to a Network in which the Content is designated as Private Content, you grant to uAmplify and all other Users of that Network a nonexclusive license to reproduce, distribute, publicly perform, and publicly display such Content on that Network (including any RSS feeds and other distribution that is part of such Network) (a "Private Content License").

Unless you expressly state alternative applicable license terms in connection with your Content submission, the Public Content License will apply by default to Public Content and the Private Content License will apply by default to Private Content.

We should also mention that you are responsible for making sure that you have all rights in the Content you post that are necessary for you to grant everyone either the Public Content License or the Private Content License.

Lastly, if a Network is deleted, the Content associated with that Network may also be deleted at the discretion of the Network Creator. We would encourage you to be sure you are comfortable with this possibility before contributing Content to a Network.

License from uAmplify

uAmplify grants to you a Creative Commons Attribution License to the Content made available by uAmplify for which uAmplify owns the copyrights. In the event of a conflict between the Creative Commons Attribution License and these Terms, these Terms will control. uAmplify does not grant you any rights to another User's Code or Content.

License to use the uAmplify Platform

During the term of these Terms, UAmplify grants you a limited, revocable license to use the software underlying and enabling the uAmplify Platform as required for your use of the Social and Viral marketing built on top of it, subject to the terms and conditions of these Terms.

Proprietary Rights

Code and Content

You agree to comply with the license and restrictions applicable to each item of Code or Content you post, copy, access, or use.

You agree that all the intellectual property in the uAmplify Platform, other than the Code and Content you provide, are owned by uAmplify or the applicable User(s). Except as expressly permitted under these Terms, you agree not to:

1.       Modify, distribute, or create derivative works based on the uAmplify Platform.

2.       Run, rent, lease, loan, or sell access to the uAmplify Platform.

3.       Decompile, reverse engineer, or copy the uAmplify Platform or any Network for which the source code is not provided to you or Code that is marked as Private Code; and

4.       Reproduce or distribute any Private Content or Private Code outside the applicable Network.

Trademarks

uAmplify, the UAmplify Pass it ForwardTM Platform, Socially Influenced BrandvertingTM and other related graphics, our logo and sub-logos, uAmplify marks, and trade names used on the uAmplify Platform are the trademarks of UAmplify and may not be used without permission. Other trademarks, uAmplify Platform marks, and trade names that may appear on uAmplify are the property of their respective owners.

Accounts, Passwords, and Security

You must be a registered User to create Networks on the UAmplify Platform. Networks and their Network Creators, in turn, determine whether Users need to be registered with uAmplify to contribute Content in that Network. That is up to the discretion of the Network Creator. As a User, you are responsible for keeping your password secure. Names of Networks and uAmplify IDs are non-transferable. You will be solely responsible and liable for any activity that occurs under your uAmplify ID.

Content and Interaction

You agree to comply with the license and restrictions applicable to each item of Code or Content you post, copy, access, or use.

Content from other Users or advertisers is made available to you through Social Networks and the uAmplify Platform. Because uAmplify does not control such Content, you agree that uAmplify is not responsible for any such Content, including advertising and information about third party products or services.

Your interactions with other Users on the uAmplify Platform, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the User. Like with any web-based interaction, we suggest that you use caution and good judgment.

You agree that UAmplify is not responsible for any loss or damage incurred as the result of any such dealings or with respect to any other User's use or disclosure of your Personal Data (as defined in the Privacy Policy). If there is a dispute between you and any third party (including any User), uAmplify is under no obligation to become involved.

You release UAmplify, its officers, employees, agents and successors from claims, demands and damages of every kind or nature arising out of or related to: (i) any disputes with other Users, and/or (ii) the uAmplify Platform.

If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."

Premium Services

uAmplify offers fee-based premium services as described here on the uAmplify Platform. If you choose to sign up for a premium service, you agree to pay the applicable fees and abide by any additional requirements or rules associated with that premium service.

Support and Performance

uAmplify provides documentation to assist Network Creators in creating and enhancing their Network(s). As a Network Creator, you are responsible for implementing and maintain uAmplify all support for your Network(s). This includes, if you've customized the Code yourself, fixing bugs your Users might find and tell you about.

To enable a great experience for all Users on the uAmplify Platform, you, as a Network Creator, must ensure your Network(s) don't unduly degrade the performance of the UAmplify Platform. If your Network(s) exceed the quotas and limitations set by UAmplify (e.g., API calls or bandwidth) or otherwise degrade performance of the UAmplify Platform or other services in any way, we may suspend your Network(s) at our sole discretion.

Acceptable Use and Conduct

You are solely responsible for your conduct, Networks, Code, and Content on the UAmplify Platform.

You also agree not to post or make available any Code or Content for which you don't have sufficient rights to grant the licenses above. Among other things, this means that you may not include Code or Content from third parties that are subject to license terms that are incompatible with the licenses you grant under these Terms, such as GPL.

You also agree not to post, email, or otherwise make available any Network, Code, or Content that:

§         Is unlawful, harmful, threat to uAmplify, abusive, harassing, defamatory, libelous, invasive of another's privacy, or harms minors in any way

§         Harasses, degrades, intimidates or is hateful toward an individual or group of individuals

§         Impersonates a uAmplify employee or User or falsely states or otherwise misrepresents your affiliation with a person or entity

§         Includes personal or identifying information about another person without that person's explicit consent

§         Is false, deceptive, misleading, deceitful, or constitutes "bait and switch"

§         Infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, or Content that you do not have a right to make available under any law or under contractual or fiduciary relationships

§         Creates, sends, or enables anything that constitutes or contains any advertisement that you are prohibited by law from sending

§         Constitutes or contains any form of advertising or solicitation if (1) posted in Content; or (2) emailed to Users who have requested not to be contacted about other services, products or commercial interests

§         Advertises any illegal services or the sale of any items the sale of which is prohibited or restricted by applicable law, including without limitation items the sale of which is prohibited or regulated by applicable law

§         Contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment

§         Disrupts the normal flow of dialogue with an excessive number of messages (flooding attack) to the uAmplify Platform, or that otherwise negatively affects other Users' ability to use the uAmplify Platform

§         Employs misleading email or IP addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Content transmitted through the UAmplify Platform

Additionally, you agree not to:

§         "Stalk" or otherwise harass anyone

§         Collect Personal Data about other Users for commercial or unlawful purposes

§         Use automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from Social Networks and the uAmplify Platform - except for Internet search engines (e.g. Google) and non-commercial public archives (e.g. archive.org) that comply with our robots.txt file, or "well-behaved" web services/RSS/Atom clients. We reserve the right to define what we mean by "well-behaved"

§         Post non-local or otherwise irrelevant Content, repeatedly post the same or similar Content or otherwise impose an unreasonable or disproportionately large load on uAmplify's infrastructure

§         Attempt to gain unauthorized access to uAmplify's computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the UAmplify Platform

§         Develop, invoke, or utilize any code to disrupt, diminish the quality of, interfere with the performance of, or impair the functionality of the uAmplify Platform or any Network

Privacy and Spam

You agree to comply with all applicable laws with respect to

1.       any collection, use, or disclosure of Personal Data (as that term is defined in the uAmplify Privacy Policy), and

2.       email communications, including without limitation CAN-SPAM, applicable state laws, and applicable laws in non-U.S. jurisdictions.

You agree to comply with all relevant aspects of the UAmplify Privacy Policy. You agree not to collect or use Personal Data except as permitted by the UAmplify Privacy Policy. You agree not to use any Personal Data disclosed to you by uAmplify for any purpose other than using the UAmplify Platform or a Network in accordance with these Terms and the Privacy Policy. You agree not to harvest any email addresses from Networks or the uAmplify Platform for the purpose of sending email in violation of applicable law. You agree not to knowingly collect any information from, or develop any Networks that are targeted at, children under the age of 13.

If uAmplify provides you, as a Network Creator, Personal Data about other uAmplify users, you agree to (1) comply with applicable law and uAmplify's rules (including the Privacy Policy and anti-spam policy) with respect to such Personal Data and (2) to indemnify uAmplify for your use of such Personal Data.

uAmplify Platform Policies

uAmplify may establish general polices and limits concern uAmplify use of the uAmplify Platform ("uAmplify Platform Policies"), including (and without limitation) the size of Content files and objects (including email messages), the maximum disk space allotted to you (as a Network Creator) and to Users on your behalf by uAmplify, the maximum number of times and duration for which you may access the uAmplify Platform or Networks in a given period of time, the maximum bandwidth used by your Apps or Content, and the maximum CPU power used by your Networks or Content. uAmplify reserves the right to log off or deactivate User accounts that are inactive for an extended period of time.

Copyright Infringement by Users

You, as a Network Creator, agree to promptly address any copyright owner's written notice (including any notices forwarded to you by uAmplify) that specified Content provided by User of a Network that you control infringes that third party's copyrights.   If you do not promptly remove the Content specified in the notice, uAmplify may remove the Content without any liability to you or to the User that posted such Content.

uAmplify maintains and enforces a policy of terminating the accounts of Users who are repeat copyright infringers.

Your Account

Term

These Terms of Service commence upon your acceptance of these Terms and continues until terminated. These Terms will automatically terminate if uAmplify decides, in its sole discretion, to discontinue the uAmplify Platform

All payments, subscription fee and initial account set up charges are due at stated in the account sign up process. Fees will continue to accrue and be charged until such time as the account is cancelled and the paid term is completed.

Deactivating Your Account

You may deactivate your uAmplify account at any time, for any reason, by following the instructions on uAmplify.

uAmplify has the right (at its sole discretion) to delete or deactivate your account, block your email or IP address, or otherwise terminate your access to or use of the uAmplify Platform or any Network, or remove and discard any Code or Content within any Network, without notice and for any reason.

Effects of Deactivating An Account

Upon deactivating your account, these Terms terminate and your access rights to the UAmplify Platform will immediately cease to exist. The Code for the Network(s) associated with your account will be deactivated; however, as previously mentioned, Code may remain on the UAmplify Platform in other Networks that made a copy of your Public Code. For Content you wish to delete from the uAmplify Platform, you can delete it by going to each of the Networks to which you've contributed. uAmplify is not responsible for deleting Content on your behalf. Note that, even if Code or Content is deleted from uAmplify's active servers, it may remain in archives. uAmplify will have no obligation to refund any fees paid for premium services.

Survival

The provisions under the following headings will survive termination of these Terms for any reason: Licenses from You (under heading "Licenses to Code"), License from You (under heading "Licenses to Content"), Content and Interaction, Acceptable Use and Conduct, Privacy and Spam, Disclaimer of Warranties, Indemnity, and Limitation of Liability.

Changes to uAmplify and the uAmplify Platform

uAmplify reserves the right at any time (and from time to time) to modify, suspend, or discontinue providing the uAmplify Platform or any part thereof with or without notice. uAmplify will not be liable to you or to any third party for any modification, suspension or discontinuance of the uAmplify Platform.

Disclaimer of Warranties

YOUR USE OF THE UAMPLIFY PLATFORM, AND ALL CODE AND CONTENT, ARE AT YOUR SOLE RESPONSIBILITY AND RISK. THE UAMPLIFY PLATFORM AND ALL CODE AND CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. UAMPLIFY AND EACH USER EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, SYSTEM INTEGRATION, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT. NEITHER UAMPLIFY NOR ANY USER MAKES ANY WARRANTY THAT THE UAMPLIFY PLATFORM, OR AND CODE OR CONTENT WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

Indemnity

You agree to indemnify, defend, and hold harmless uAmplify, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, from and against any claim, demand, loss, damage, cost, or liability (including reasonable attorneys' fees) arising out of or relating to

1.       any Code or Content you submit, post, transmit, or make available through the UAmplify Platform;

OR

1.       your use or misuse of the UAmplify Platform;

2.       your connection to the UAmplify Platform;

3.       your violation of these Terms; or

4.       your violation of any rights (including intellectual property rights) of a third party.

Limitation of Liability

YOU AGREE THAT UAMPLIFY SHALL NOT BE LIABLE TO YOU FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF UAMPLIFY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM (i) THE USE OR THE INABILITY TO USE THE UAMPLIFY PLATFORM OR ANY CODE OR CONTENT, (ii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSION OF DATA; AND (iii) STATEMENTS OR CONDUCT OF ANY THIRD PARTY (INCLUDING ANOTHER USER) IN THE UAMPLIFY PLATFORM OR ANY CODE OR CONTENT; OR (B) FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS IN EXCESS OF THE GREATER OF (i) $100 AND (ii) THE TOTAL AMOUNTS PAID TO UAMPLIFY BY YOU IN THE THREE MONTHS IMMEDIATELY PRECEDING THE INITIAL NOTICE OF ANY CLAIM.

Updates to Terms of Service

These Terms may be updated or changed by uAmplify from time to time upon uAmplify's posting of the amended Terms on this page. If you do not agree to changes to the Terms, you must notify UAmplify to terminate your account.

In addition to these Terms, you will comply with all policies applicable to uAmplify and the uAmplify Platform, which policies are (i) either posted in the uAmplify Platform or provided to you and (ii) incorporated by reference into these Terms.

General

The failure of uAmplify to exercise or enforce any right or provision of these Terms does not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should try to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. Your uAmplify account is non-transferable. You may not delegate your duties under these Terms or assign these Terms, in whole or in part.

Any unauthorized use of any uAmplify computer system is a violation of these Terms and certain federal and state laws, including without limitation the Computer Fraud and Abuse Act (18 U.S.C. S 1030 et seq.), Section 502 of the California Penal Code and Section 17538.45 of the California Business and Professions Code. Such violations may subject the unauthorized user and his or her agents to civil and criminal penalties.

The other Users of the UAmplify Platform are intended third party beneficiaries of your obligations under these Terms.

uAmplify may assign these Terms to any successor or purchaser of UAmplify or all or substantially all of its assets.

            Any dispute between the parties arising out of these Terms shall be settled by arbitration utilizing the dispute resolution procedures of the American Arbitration Association (AAA) in San Francisco, CA. You hereby waive any right to a jury trial of any such dispute.       

            These Terms shall be governed by the laws of the State of California without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction.      

            These Terms, which incorporate the uAmplify Privacy Policy and the uAmplify Policies, constitutes the entire agreement between you and UAmplify and governs your use of the UAmplify Platform, superseding any prior agreements (whether written or oral) between you and uAmplify regarding the subject matter hereof.  

            Contacting uAmplify

            Users with questions about the UAmplify Privacy Policy and any of the aforementioned statements may contact UAmplify the following ways:

E-Mail

marketing@uAmplify.com

Postal

uAmplify, Inc.
34516 Torrey Pine Lane
Union City, CA 94587

Feedback

 

  We welcome your feedback to this document at marketing@uAmlify.com

 

 

 

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