Intellectual Property; Restrictions on Use of the Site
All materials on the Site, including the Site’s design, graphics, text, sounds, pictures, photographs, video, software and other files, and the selection and arrangement thereof (collectively, “Materials”), are the property of, or are licensed to, Upward, and are subject to and protected by United States copyright, trademark and other intellectual property laws and rights.
By using the Site you understand and agree that you may not copy, reproduce, distribute, transmit, display, publish, sell, license, create derivative works or use any Materials or other content on this Site, in whole or in part, without the prior written authorization of Upward or its licensors. Upward will enforce its intellectual property rights to the fullest extent of the law.
Links; Third Party Websites
Links on the Site to third party websites may be provided as a convenience to you. If you use these links, you will leave the Site. Upward does not control or endorse any such third party websites. You agree that Upward will not be responsible or liable for any content, goods or services provided on or through these outside websites, or for your use or inability to use such websites. You will use these links at your own risk. Upward expressly disclaims any responsibility for the content, legality, decency or accuracy of any information, and for any products and services, that appear on any third party website.
By submitting an idea to Upward you acknowledge and agree that Upward may have access to, or may itself be independently developing or creating similar or identical ideas or concepts without use of or reference to your submission. You understand that submitting an idea to Upward does not create any obligation for Upward to use your submission, nor will Upward owe you compensation of any kind. Upward will not be required to treat any such Submission as confidential, and Upward will not be liable for any claims arising out of similarities that may appear between such submission and future Upward offerings, including, without limitation, claims of copyright infringement, idea misappropriation or other intellectual property claims.
Disclaimer; Limitation of Liability
Every user who visits this Site does so at his or her own risk. The Site, and the materials on the Site are provided “as is” and without warranties of any kind either express or implied including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose, title, non-infringement, security or accuracy. Neither Upward, nor any other party involved in the creation, production or delivery of this Site or whose materials or information appear on this Site, will be liable for any damages or injury caused by, including but not limited to, any failure of performance, error, omission, interruption, defect, delay in operation of transmission, computer virus, malicious code, line failure, technical inaccuracies, typographical errors or the inability to use the materials on this Site, even if there is negligence on Upward’s part or an authorized Upward representative has been advised of the possibility of such damages, or both. Some jurisdictions do not allow the limitations or exclusion of liability, so the above may not apply to you.
You agree to indemnify, defend and hold Upward harmless against all claims, demands, causes of action, losses, expenses, damages and costs, including any reasonable attorneys' fees, resulting or arising from or relating to your use of or conduct on the Site, any activity related to use of the Site by you, your breach of this Agreement, your infringement or violation of any rights of another, or termination of your access to the Site.
Site Usage; Termination of Usage
You agree to use this Site only for lawful purposes, and not to use this Site in any manner that interferes with its normal operation or with any other user's use and enjoyment of the Site.
Upward makes no representation that Materials contained on the Site are appropriate or available for use in jurisdictions outside the United States, or that this Agreement complies with the laws of any other country. Visitors who use the Site and reside outside the United States do so on their own initiative and are responsible for compliance with all laws, if and to the extent local laws are applicable. You agree that you will not access this Site from any territory where its contents are illegal, and that you, and not Upward and its affiliates, are responsible for compliance with applicable local laws.
These Terms shall be governed by and construed in accordance with the laws of the State of New York, in the United States of America, regardless of where the user is based. You agree that any action arising out of or relating to these terms shall be filed only in the state or federal courts located in New York County, New York, USA, and you hereby consent and submit to the personal jurisdiction of such courts. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions. cites, typographical errors or the inability to use the materials on this Site, even if there is negligence on Upward’s part or an authorized Upward representative has been advised of the possibility of such damages, or both. Some jurisdictions do not allow the limitations or exclusion of liability, so the above may not apply to you.