Ultimate Agency Network, LLC (UAN) Terms of Use

The services offered by Ultimate Agency Network LLC (“UAN ” or “we”) include the UAN Membership Website, and any other products, programs, features, content, or applications offered from time to time by UAN in connection with the Membership Website (collectively, the “Membership Services”). The Membership Services are hosted in the U.S.

This Terms of Use Agreement (“Agreement”) sets forth the legally binding terms for your use of the Membership Services. By using the Membership Services, you agree to be bound by this Agreement, whether you are a “Visitor” (which means that you simply browse the Membership Website) or you are a “Member” (which means that you have registered with UAN as a paying member of at least one of the UAN programs). The term “User” refers to a Visitor or a Member. You are only authorized to use the Membership Services (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and to this Agreement. Please read this Agreement carefully and save it. If you do not agree with it, you should leave the Membership Website and discontinue use of the Membership Services immediately. If you wish to become a Member, communicate with other Members and make use of the Membership Services, you must read this Agreement and indicate your acceptance during the Registration process.

This Agreement includes UAN’s policy for acceptable use of the Membership Services and Content posted on the Membership Website, your rights, obligations and restrictions regarding your use of the Membership Services and UAN’s Privacy Policy. In order to participate in certain Membership Services, you may be notified that you are required to download software or content and/or agree to additional terms and conditions. Unless otherwise provided by the additional terms and conditions applicable to the Membership Services in which you choose to participate, those additional terms are hereby incorporated into this Agreement.

UAN may modify this Agreement from time to time and such modification shall be effective upon posting by UAN on the Membership Website. You agree to be bound to any changes to this Agreement when you use the Membership Services after any such modification is posted. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes.

Please choose carefully the information you post on UAN and that you provide to other Users. You may only post information whose content you own or have the legal right to distribute. Your UAN profile may not include the following items: any photographs containing nudity, or obscene, lewd, excessively violent, harassing, sexually explicit or otherwise objectionable subject matter. Despite this prohibition, information provided by other UAN Members (for instance, in their Profile) may contain inaccurate, inappropriate, offensive or sexually explicit material, products or services, and UAN assumes no responsibility or liability for this material. If you become aware of misuse of the Membership Services by any person, please contact UAN.

UAN reserves the right, in its sole discretion, to reject, refuse to post or remove any posting (including private messages) by you, or to restrict, suspend, or terminate your access to all or any part of the Membership Services at any time, for any or no reason, with or without prior notice, and without liability.

1. Eligibility. Use of and Membership in the Membership Services is void where prohibited. Membership is limited to those Users who have registered with UAN as a paying member of at least one of the UAN programs. By using the Membership Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 14 years of age or older; and (d) your use of the Membership Services does not violate any applicable law or regulation. Your profile may be deleted and your Membership may be terminated without warning, if we believe that you are under 14 years of age.

2. Term. This Agreement shall remain in full force and effect while you use the Membership Services or are a Member. You may terminate your Membership at any time, for any reason, by following the instructions related to the UAN program. If you are unsure of these instructions, contact [email protected] UAN may terminate your Membership at any time, without warning. Even after Membership is terminated, this Agreement will remain in effect, including sections 5-18.

3. Fees. You acknowledge that UAN reserves the right to charge for the Membership Services and to change its fees from time to time in its discretion. If UAN terminates your Membership because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of subscription fees.

4. Password. When you sign up to become a Member, you will also be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, or password of another Member at any time or to disclose your password to any third party. You agree to notify UAN immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account.

5. Illegal Use by Members. Illegal and/or unauthorized use of the Membership Services, including collecting usernames and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Membership Website is prohibited. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from Member profiles without notice and may result in termination of Membership privileges. Appropriate legal action will be taken for any illegal or unauthorized use of the Membership Services.

6. Proprietary Rights in Content on UAN.

A. UAN is the owner of all material posted by UAN and the UAN Affiliates to the Membership Website. Members who elect to share their proprietary materials (text, files, images, photos, video, sounds, musical works, works of authorship, or any other materials (collectively, “Content”) with other members by posting them to the Membership Website are granting UAN and its members the right to use these materials. After posting your Content to the Membership Services, you continue to to have the right to use your Content in any way you choose. By displaying or publishing (“posting”) any Content on or through the Membership Services, you hereby grant to UAN a license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content solely on and through the Membership Services. The license you grant to UAN is exclusive (meaning you may not license your Content to anyone else in addition to UAN), fully-paid and royalty-free (meaning that UAN is not required to pay you for the use on the Membership Services of the Content that you post), sub-licensable, and worldwide (because the Internet and the Membership Services are global in reach). This license is perpetual and will not terminate at the time you terminate your Membership Services. The license does grant to UAN the right to distribute your Content through its Membership Services.

B. You represent and warrant that: (i) you own the Content posted by you on or through the Membership Services or otherwise have the right to grant the license set forth in this section, and (ii) the posting of your Content on or through the Membership Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Content posted by you to or through the Membership Services.

C. The Membership Services contain Content of UAN (“UAN Content”). UAN Content is protected by copyright, trademark, patent, trade secret and other laws, and UAN owns and retains all rights in the UAN Content and the Membership Services. UAN hereby grants you a limited, revocable, non-sub-licensable license to reproduce and display the UAN Content (excluding any software code) solely for your personal use in connection with viewing the Membership Website and using the Membership Services.

D. The Membership Services contain Content of Users and other UAN licensors. As long as you are a Member you may utilize this content in the execution of the marketing and promotion of your Agency. You may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, or display any content appearing on or through the Membership Services for the purpose of reselling Content.

Content Posted.

A. UAN may delete any Content that in the sole judgment of UAN violates this Agreement or which may be offensive, illegal or violate the rights, harm, or threaten the safety of any person. UAN assumes no responsibility for monitoring the Membership Services for inappropriate Content or conduct. If at any time UAN chooses, in its sole discretion, to monitor the Membership Services, UAN nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the User submitting any such Content.

B. You are solely responsible for the Content that you post on or through any of the Membership Services, and any material or information that you transmit to other Members and for your interactions with other Users. UAN does not endorse and has no control over the Content. Content is not necessarily reviewed by UAN prior to posting and does not necessarily reflect the opinions or policies of UAN . UAN makes no warranties, express or implied, as to the Content or to the accuracy and reliability of the Content or any material or information that you transmit to other Members.

C. has the right to make regular changes and updates to the website. This may include but is not limited to bug fixes, new applications, rewording of text, the removal of features and/or services, and/or the addition of content in the form of tools, links, or graphical content. These changes are done remotely and often without notice.

8. Content/Activity Prohibited. The following is a partial list of the kind of Content that is illegal or prohibited to post on or through the Membership Services. UAN reserves the right to investigate and take appropriate legal action against anyone who, in UAN ‘s sole discretion, violates this provision, including without limitation, removing the offending communication from the Membership Services and terminating the Membership of such violators. Prohibited Content includes, but is not limited to Content that, in the sole discretion of UAN :

A. is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
B. harasses or advocates harassment of another person;
C. exploits people in a sexual or violent manner;
D. contains nudity, violence, or offensive subject matter or contains a link to an adult website;
E. solicits personal information from anyone under 18;
F. promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
G. promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;
H. involves the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing, instant messaging, “spimming,” or “spamming”;
I. contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);
J. furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses;
K. solicits passwords or personal identifying information for commercial or unlawful purposes from other Users;
L. involves inappropriate commercial activities and/or sales such as misleading contests, sweepstakes, faulty advertising, or pyramid schemes;
M. includes a photograph of another person that you have posted without that person’s consent; or
N. for band and filmmaker profiles, uses sexually suggestive imagery or any other unfair, misleading or deceptive Content intended to draw traffic to the profile. The following is a partial list of the kind of activity that is illegal or prohibited on the Membership Website and through your use of the Membership Services. UAN reserves the right to investigate and take appropriate legal action against anyone who, in UAN ‘s sole discretion, violates this provision, including without limitation, reporting you to law enforcement authorities. Prohibited activity includes, but is not limited to:
O. criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;
P. advertising to, or solicitation of, any Member to buy or sell any products or services through the Membership Services. You may not transmit any chain letters or junk email to other Members. It is also a violation of these rules to use any information obtained from the Membership Services in order to contact, advertise to, solicit, or sell to any Member without their prior explicit consent. In order to protect our Members from such advertising or solicitation, UAN reserves the right to restrict the number of emails which a Member may send to other Members in any 24-hour period to a number which UAN deems appropriate in its sole discretion. If you breach this Agreement and send unsolicited bulk email, instant messages or other unsolicited communications of any kind through the Membership Services, you acknowledge that you will have caused substantial harm to UAN, but that the amount of such harm would be extremely difficult to ascertain. As a reasonable estimation of such harm, you agree to pay UAN $50 for each such unsolicited email or other unsolicited communication you send through the Membership Services;
Q. any automated use of the system, such as using scripts to add friends or send comments or messages;
R. interfering with, disrupting, or creating an undue burden on the Membership Services or the networks or services connected to the Membership Services;
S. attempting to impersonate another Member or person;
T. using the account, username, or password of another Member at any time or disclosing your password to any third party or permitting any third party to access your account;
U. selling or otherwise transferring your profile;
V. using any information obtained from the Membership Services in order to harass, abuse, or harm another person; or
W. using the Membership Services in a manner inconsistent with any and all applicable laws and regulations.

Copyright Policy. Except as defined for Member’s Agency marketing purposes, you may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. You acknowledge that doing so may cause irreparable harm to UAN. It is the policy of UAN to terminate Membership privileges of any Member who infringes the copyright rights of UAN or others upon receipt of prompt notification to UAN by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Membership Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Membership Services; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

REMEDIES TO VIOLATION OF COPYRIGHT AND CONTENT OWNERSHIP

Member acknowledges and agrees that because the violation, breach or threatened breach of the Copyright and Content section will result in immediate and irreparable injury to UAN, UAN shall be entitled, without limitation of remedy, to (a) temporary and permanent injunctive and other equitable relief restraining Member from activities constituting a violation, breach or threatened breach of this section to the fullest extent allowed by law and (b) all such other remedies threatened at law or in equity, including without limitation the recovery of damages.

11. Member Disputes. You are solely responsible for your interactions with other UAN Members. UAN reserves the right, but has no obligation, to monitor disputes between you and other Members.

12. Privacy. Use of the Membership Services is also governed by our Privacy Policy, which is incorporated into this Agreement by this reference.

13. Disclaimers. UAN is not responsible for any incorrect or inaccurate Content posted on the Membership Website or in connection with the Membership Services, whether caused by Users of the Membership Services or by any of the equipment or programming associated with or utilized in the Membership Services. Profiles created and posted by Members on the Membership Website may contain links to other websites. UAN is not responsible for the Content, accuracy or opinions expressed on such websites, and such websites are in no way investigated, monitored or checked for accuracy or completeness by UAN. Inclusion of any linked website on the Membership Services does not imply approval or endorsement of the linked website by UAN. When you access these third-party sites, you do so at your own risk. UAN takes no responsibility for third party advertisements which are posted on this Membership Website or through the Membership Services, nor does it take any responsibility for the goods or services provided by its advertisers. UAN is not responsible for the conduct, whether online or offline, of any User of the Membership Services. UAN assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User or Member communication. UAN is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the Membership Services or combination thereof, including any injury or damage to Users or to any person’s computer related to or resulting from participation or downloading materials in connection with the Membership Services. Under no circumstances shall UAN be responsible for any loss or damage, including personal injury or death, resulting from use of the Membership Services, attendance at a UAN event, from any Content posted on or through the Membership Services, or from the conduct of any Users of the Membership Services, whether online or offline. The Membership Services are provided “AS-IS” and as available and UAN expressly disclaims any warranty of fitness for a particular purpose or non-infringement. UAN cannot guarantee and does not promise any specific results from use of the Membership Services.

14. Limitation on Liability. IN NO EVENT SHALL UAN BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF UAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, UAN ‘S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO UAN FOR THE MEMBERSHIP SERVICES DURING THE TERM OF MEMBERSHIP.

15. U.S. Export Controls. Software available in connection with the Membership Services (the “Software”) is further subject to United States export controls. No Software may be downloaded from the Membership Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.

16. Disputes. If there is any dispute about or involving the Membership Services, you agree that the dispute shall be governed by the laws of the State of North Carolina, USA. Either UAN or you may demand that any dispute between UAN and you about or involving the Membership Services must be settled by arbitration utilizing the dispute resolution procedures of the American Arbitration Association (AAA) in Greensboro, North Carolina, or the state/province chosen by UAN, LLC provided that the foregoing shall not prevent UAN from seeking injunctive relief in a court of competent jurisdiction.

17. Indemnity. You agree to indemnify and hold UAN , its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Membership Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above and/or if any Content that you post on the Membership Website or through the Membership Services causes UAN to be liable to another.

18. Other. This Agreement is accepted upon your use of the Membership Website or any of the Membership Services and is further affirmed by you becoming a Member. This Agreement constitutes the entire agreement between you and UAN regarding the use of the Membership Services. The failure of UAN to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

Please contact us at: [email protected] with any questions regarding this Agreement.

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.

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