Terms Of Use

Welcome to UpTake!  This agreement describes your rights and responsibilities as a UpTake user and what you can expect from us.

Content.

You retain all ownership rights to the text, pictures, video, sound and other content you publish on UpTake (collectively, your "Content").  However, we can publish all or teaser portions of your Content online and offline and permit others to do the same.  To the extent we specify on the site, you may be able to edit or remove Content from UpTake at any time; but if we have distributed your Content to others, we may be unable to require them to make the same changes.  We have no obligation to pay you for Content.



Please do not provide us any Content you don't have the right to publish.  You shall ensure that your Content is not defamatory, infringing, illegal or otherwise tortious.  If you own or work for a business, we may provide you with an option to claim your business.  Except through that mechanism, you may not review or rate any business that you or a close family member have a financial interest in.  No shill opinions!



If you believe content on UpTake infringes your copyright, you can contact our agent for service of notice at UpTake Networks, Inc., 654 High Street, Suite 220, Palo Alto, CA  94301.  Phone: 650-329-9888.  Fax: 650-515-3112.  Email: copyright@UpTake.  Your notice must satisfy the requirements enumerated in 17 U.S.C. §512(c)(3).



Parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors.  You can find more information about current providers of such protections here.

Termination.

You can cancel your account at any time by contacting us.  We can cancel your account, or otherwise refuse service to you, at any time for any reason (including repeat IP infringement).  We may choose to assume that you intended to terminate your account if you do not access it in a 6 month period.  Following termination of your account for any reason (including inactivity), at our sole option, we and its licensees may continue (or stop) publicly displaying some or all of your Content.

Other Rules.

We permit only one account per person.  You may not share your account password with anyone else.  You may not select a screen name that infringes third party rights or might create a false perception of your credibility or affiliation, and you may not give us false registration information.  You shall comply with all laws and regulations applicable to your access and use of UpTake and publication of your Content.  Except as authorized by our robots.txt page, you may not use any automated means (such as a robot, spider, scraper or script) to access UpTake or collect information from it.

Liability Limits.

WE AND OUR SUPPLIERS SHALL NOT BE LIABLE FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH UPTAKE, OUR SERVICES OR THIS AGREEMENT.  WE AND OUR SUPPLIERS SHALL NOT BE LIABLE TO YOU FOR MORE THAN $50.  Some jurisdictions do not allow damages exclusions, so they may not apply to you.

Governing Law/Arbitration.

This Agreement is governed by California law as it applies to agreements entered into and to be performed entirely within California between California residents.  Any claim or dispute you may have against UpTake must be resolved by a court located in Santa Clara County, California, except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below.  You submit to the personal jurisdiction of the courts located in Santa Clara County, California for litigating such claims or disputes.



Arbitration Option: For any claim (excluding claims for injunctive or other equitable relief) where the total relief sought is less than $10,000, the party seeking relief may choose binding non-appearance-based arbitration through an established alternative dispute resolution provider mutually agreed upon by the parties.  The arbitration must be conducted via only a combination of phone, the Internet and written submissions (the party initiating arbitration may select the specific manner); the arbitration shall not involve personal appearance by the parties or witnesses unless otherwise mutually agreed; and the arbitrator's judgment may be entered in any court of competent jurisdiction.

Integration.

This agreement and our privacy statement (which is hereby incorporated into this agreement) constitute the entire agreement, and supersede any other agreements or understandings (oral or written), between you and us with respect to their subject matters.  We can amend this agreement either by emailing you about the amended terms, which take effect when we send you the email, or by displaying amended terms when you log into UpTake, which take effect when we post them.  Otherwise, this agreement may be amended only by a writing physically signed by both us and you.  Our suppliers are third-party beneficiaries of this agreement, but no one else is.

No Warranty.

UPTAKE AND ITS SERVICES ARE PROVIDED "AS IS."  We do not promise that any aspect of the site or system will work properly or continuously.  Site information (including pricing and product information0 may be out-of-date or inaccurate; confirm all information before relying on it.  Some jurisdictions do not allow warranty exclusions, so they may not apply to you.

General.

This agreement does not create any agency, partnership, joint venture, employment or franchise relationship.  Any unenforceable portion of this agreement shall be enforced to the maximum extent possible and the remaining portions shall be given full effect.  Our failure to act in a particular circumstance does not waive our right to act with respect to that or other circumstances.  We shall be excused for any problem due to a circumstance beyond our control.