Terms Of Use
 

1. ACCEPTANCE OF TERMS.

Youload (hereinafter, "Youload") provide their services to you subject to the following Terms of Service ("TOS"). Any updates to this TOS will be posted at Youload website, and your continued use of our services after any such update constitutes binding acceptance of such changes.

2. DESCRIPTION OF SERVICE.

Youload is an online service that provides, among other things, educational, entertainment-related, commercial, and communications-related content, tools, and links (collectively, the "Service"). Unless explicitly stated otherwise, any new features added to or augmenting the Service are subject to this TOS.

3. UNLAWFUL USE AND CONDUCT.

You agree that your use of the Service must comply with all applicable local, state, national, and international laws, and that you will not use the service for any illegal purpose.

4. MEMBERSHIP.

Some functions of this Service may require you to register as a member ("Member") by selecting a unique member identification ("Member ID") and password, and providing certain information about yourself. In registering to be a Member, you represent that you are of legal age to form a binding contract, and agree to provide accurate, current, and complete information about yourself as prompted, and to maintain and promptly update the information to ensure that it remains accurate, current, and complete. If you provide any information that Youload believes to be inaccurate, not current, or incomplete, or if you select a Member ID that Youload, in its sole discretion, finds offensive or inappropriate, Youload has the right to suspend or terminate your account and refuse any and all current or future use of the Service. Membership in the Youload service is intended for adults, and children under 13 may not obtain a Member ID. You agree to (a) keep your password confidential and to only log in with your Member ID and password, (b) ensure that you exit from your account at the end of each session, and (c) immediately notify Youload of any unauthorized user of your Member ID and/or password. You are fully responsible for all activities that occur under your Member ID. Youload will not be liable for any loss or damage arising from your failure to comply with this Section.

5. Youload PRIVACY POLICY.

Information that you provide at registration, as well as certain other information about you, is subject to our Privacy Policy.

6. USER CONDUCT.

You understand and agree that all information, data, text, software, images, music, sounds, photographs, graphics, video, messages, goods, products, services or other materials (collectively, the "Content") are the sole responsibility of the individual or entity from which such Content originated. Youload is not responsible for any Content posted, displayed, uploaded, stored, or transmitted by any Member or other originator of said content. This means that you, and not Youload, are entirely responsible for all Content that you post, display, upload, store or transmit through the Service. Youload cannot guarantee the truthfulness, authenticity, quality or accuracy of said Content. Under no circumstances will Youload be liable in any way for any content, including, without limitation, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, transmitted or otherwise made available via the Service. You acknowledge that Youload does not pre-screen Content, but that Youload and its designees shall have the right (but not the obligation) in their sole discretion to refuse, change, delete, or recategorize any Content that is available via the Service. Without limiting the foregoing, Youload and its designees shall have the right to remove any Content that violates the TOS or is otherwise objectionable. Any decision to refuse, move, or remove content is within the sole discretion of Youload, its employees, agents, and appointed designees. You agree that any improper, abusive, fraudulent, and/or illegal activity or violation of the TOS may be grounds for immediate termination of your membership. You further agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by Youload or submitted to Youload. When uploading Content, you agree to select an accurate category for your Content. In addition, you agree that you will refrain from using tags that do not pertain to the Content or that infringe upon anyone else's trademark. If you are uploading Content for any business purpose, including advertising or promotional reasons, you must categorize the Content as Business/Advertising/Promotion. Failure to do so may result in termination of your account and denial of future access to the Service. Youload and its designees shall have the right, at their sole discretion, to refuse any commercial Content for any reason. By using or accessing the Service, you hereby agree to refrain from the following: (a) uploading, posting, transmitting, or displaying materials containing obscene or pornographic content; (b) uploading, posting, transmitting, or displaying content that is unlawful, harmful, defamatory, threatening, abusive, harassing, tortious, vulgar, libelous, invasive of another's privacy, hateful or otherwise offensive or objectionable. This includes, by way of example, content that promotes or condones bigotry, prejudice, racism, or hatred, as well as other content that is racially or ethnically objectionable; (c) uploading, posting, transmitting, or displaying content that exploits children or otherwise harms minors; (d) violating the rights of another individual or entity, including but not limited to intellectual property rights; (e) uploading, posting, transmitting, or displaying content, including tags placed on user content, that infringes on any patent, trademark, service mark, copyright, trade secret, right of publicity, or other proprietary right; (f) uploading, posting, transmitting, displaying, or linking to material used to circumvent copy-protected devices and software, including serial or registration numbers for software programs, cracker utilities, software used for game emulation; (g) interfering with or disrupting the Service and/or the servers or networks connected to the Service; (h) uploading, posting, transmitting, or displaying unsolicited advertisements, promotional materials, "spam", "junk mail", "chain letters", and "pyramid schemes"; (i) stalking or otherwise harassing another person; (j) impersonating any person or entity, including, but not limited to, a Youload employee, or falsely stating or otherwise misrepresenting your affiliation with a person or entity; (k) forging or intentionally modifying headers or other information for the purpose of disguising the origin of any Content transmitted through the Service; (l) uploading, posting, transmitting, or displaying any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (m) uploading, posting, transmitting, or displaying any material that 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; (n) violating any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law; (o) promoting or providing instructional information about illegal activities, promoting physical harm or injury against any group or individual, or promoting any act of cruelty to animals. This may include, without limitation, providing instructions on how to assemble bombs, grenades and other weapons or incendiary devices; and/or (p) offering for sale or selling any item, good or service that (i) violates any applicable federal, state, or local law or regulation, (ii) you do not have full power and authority under all relevant laws and regulations to offer and sell, including all necessary licenses and authorizations, or (iii) Youload determines, in its sole discretion, is inappropriate for sale through the Service. You understand that your Content may be transmitted over various networks and changed to conform and adapt to technical requirements.

7. TERMINATION.

You agree that Youload may, in its sole and absolute discretion and without notice or liability to you or any third party, immediately terminate your Member ID, and remove or discard from the Service any Content associated with your Member ID. Grounds for such termination may include, but not be limited to, (a) extended periods of inactivity, (b) violating or acting inconsistently with the letter or spirit of this TOS, (c) discontinuance or material modification of the Service, or (d) requests by law enforcement or other government agencies. Youload may also in its sole discretion and at any time, discontinue providing this site and/or the Service, or any part thereof, with or without notice.

8. INTELLECTUAL PROPERTY.

Youload does not claim ownership of the Content you place or otherwise make available through the Service. By submitting Content for inclusion on the Service, you grant Youload a world-wide, perpetual, royalty-free, and non-exclusive license to use, reproduce, modify, adapt, publicly perform, publicly display and publish the Content solely for the purpose of providing and promoting the Service in any and all media. This license exists for as long as you elect to continue to include such Content on the Service and will terminate at the time you remove or Youload removes the Content from the Service. In addition, should you opt, while uploading content, to allow codes to be generated enabling others to link to your content and/or display it on their webpages, you agree that such content may be linked to or displayed by non-Youload websites and you consent to such linking or display. Except for member-contributed Content, all aspects of the Service and the www.youload.cc website, including but not limited to the graphics, text, audio, images, pictures, icons, movies, video, layout, and look and feel of the site is protected by copyrights, trademarks, service marks, and/or other proprietary rights under the laws of the U.S. and other countries. The web site and all the content contained therein is, among other things, protected as a collective work or compilation under applicable U.S. law and other laws and treaties. By using or accessing this Service you agree to comply with all state and federal laws that protect Youload's proprietary interest in the material appearing on the Service and the website. All materials and Content from the Service may be downloaded and/or reprinted for personal use only. Except as expressly authorized by Youload, you agree not to modify, rent, distribute, lease, loan, sell, or exploit for any commercial purpose any portion of the Service, use of the Service, or access to the Service, and not to create derivative works based on the Service, in whole or in part. Youload does not want to receive confidential or proprietary information from you through the Service or by email. In the absence of an express written agreement between you and an authorized Youload employee, any material, information or idea you transmit to Youload by any means may be disseminated or used by Youload or its affiliates without compensation or liability to you for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products. However, this provision does not apply to personal information that is subject to our privacy policy, which is subject to separate provisions.

9. TRADEMARKS AND SERVICE MARKS.

All rights are reserved.

10. NOTIFICATION AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT OR INTELLECTUAL PROPERTY INFRINGEMENT.

Youload will take appropriate actions in response to notice of copyright infringment. If you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on or through this site or the Service, please provide Notice to Youload's Copyright Agent. The Copyright Agent should only be contacted if you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on or through this Site or the Service. The Copyright Agent will not respond to any other inquiries.

11. LINKING.

Subject to the limitations specified in this Section, Youload grants you a non-exclusive, non-assignable royalty-free license to use the Youload and Youload marks solely for the purpose of providing an underlined, hypertext link from your web site to the home page of www.youload.cc (URL http://www.youload.cc). You agree not to deep link to any page that is one or more layers beyond the home page, or to publish links to any page on the Service other than the home page, except if you use codes authorized by the user who uploaded the content and provided by Youload for the purpose of linking from other sites. You also agree not to publish a link to www.youload.cc from any page that contains content, information, or other material prohibited by Section 5 of this TOS.

12. FRAMING.

By using or accessing this site or Service, you agree not to "frame" all or any portion of the site or Service unless you receive the prior written consent of Youload, or you use codes authorized by the user who uploaded the content and provided by Youload for the purpose of linking from other sites. Inquiries about framing this site can be sent to the following e-mail address: violations@Youload. Any decision to grant or deny a request to frame the site is within the sole discretion of Youload, its employees, agents, and appointed designees.

13. DISCLAIMER OF WARRANTIES.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. Youload EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. Youload ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, OR MIS-DELIVERY OF ANY CONTENT, OR FAILURE TO PROVIDE ANY CONTENT OR TO STORE ANY PERSONALIZATION SETTINGS OR USER CONTENT. (B) ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICE IS DOWNLOADED AND USED AT YOUR SOLE DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH CONTENT. (C) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Youload OR THROUGH THE Youload SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.

14. LIMITATION ON LIABILITY.

YOU UNDERSTAND AND AGREE THAT Youload SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF Youload HAD 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 SERVICES RESULTING FROM ANY SERVICES OBTAINED 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.

15. EXCLUSIONS AND LIMITATIONS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

16. INDEMNIFICATION.

YOU AGREE, AT YOUR OWN EXPENSE, TO INDEMNIFY, DEFEND, AND HOLD HARMLESS Youload, ITS EMPLOYEES, AGENTS, AND REPRESENTATIVES AGAINST CLAIM, SUIT, ACTION, OR ADMINISTRATIVE PROCEEDING BROUGHT AGAINST Youload, ITS EMPLOYEES, AGENTS, AND REPRESENTATIVES TO THE EXTENT SAID CLAIM, SUIT, ACTION, OR ADMINISTRATIVE PROCEEDING ARISES OUT OF, OR IS RELATED TO YOUR CONTENT, YOUR USE OF OR CONNECTION TO THE SERVICE, YOUR VIOLATION OF THIS TOS, OR YOUR VIOLATION OF ANY RIGHTS OF ANOTHER. WITHOUT LIMITATION TO THE FOREGOING, THE INDEMNIFICATION AGREEMENT HEREUNDER EXTENDS TO, AMONG OTHER THINGS, ANY CLAIM, SUIT, ACTION, OR ADMINISTRATIVE PROCEEDING ARISING OUT OF: (A) YOUR ACCESS OR USE OF THE SERVICE; (B) ACCESS OR USE OF THE SERVICE BY SOMEONE ELSE USING YOUR COMPUTER OR MEMBER ID; (C) A VIOLATION OF THE TOS BY YOU OR ANYONE USING YOUR COMPUTER OR MEMBER ID. THIS INDEMNIFICATION AGREEMENT APPLIES TO ANY CLAIM, SUIT, ACTION, OR ADMINISTRATIVE PROCEEDING THAT IS DIRECTLY OR INDIRECTLY RELATED TO THE SERVICE, INCLUDING BY WAY OF ILLUSTRATION A CLAIM, SUIT, ACTION, OR ADMINISTRATIVE PROCEEDING THAT YOUR USE OR ACCESS OR ANOTHER PERSON'S USE OR ACCESS OF YOUR COMPUTER OR MEMBER ID INFRINGES ANY COPYRIGHT, TRADEMARK, SERVICE MARK, PATENT, TRADE SECRET, RIGHT OF PUBLICITY, OR OTHER PROPRIETARY RIGHT UNDER ANY U.S., INTERNATIONAL, FOREIGN, OR STATE LAW. AS ANOTHER EXAMPLE, WHICH IS NOT TO BE CONSTRUED AS LIMITING THE SCOPE OF THE INDEMNIFICATION PROVISION, THIS INDEMNIFICATION AGREEMENT APPLIES TO ANY CLAIM, SUIT, OR ACTION WHERE YOUR USE OR ACCESS TO THE SERVICE IS IN ANY WAY DEFAMATORY, SLANDEROUS, LIBELOUS, OR OTHERWISE INJURIOUS TO A THIRD PARTY. YOU AGREE TO PAY ANY AND ALL COSTS, DAMAGES AND EXPENSES, INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEY'S FEES AND COSTS AWARDED OR INCURRED BY OR IN CONNECTION WITH ANY SUCH CLAIM, SUIT, ACTION, OR ADMINISTRATIVE PROCEEDING.

17. GOVERNING LAW.

The TOS and the relationship between you and Youload shall be exclusively governed by and construed in all respects under the laws of the State of California, without giving effect to any choice-of-law or conflict-of-laws provisions. You and Youload further agree to submit to the personal jurisdiction of the state courts located in Los Angeles County, California and the personal jurisdiction of the federal courts located within Central District of California for any and all legal claims, suits or actions that arise in connection with this Service or from a dispute as to the interpretation or breach of the TOS.

18. WAIVER AND SEVERABILITY.

The failure of Youload to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any of the provisions of the TOS are held invalid, unenforceable, or void by a court or other tribunal of competent jurisdiction, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.

19. ENTIRE AGREEMENT.

The TOS constitutes the entire and only Agreement between you and Youload with respect to the Youload Service, and supersedes any prior agreements, oral or written, between you and Youload. Any and all other collateral representations, promises, and conditions; and any representation, warranty, promise or condition not incorporated herein or made as provided for in this TOS shall not be binding on Youload. You also may be subject to additional terms and conditions that may apply when you use affiliate or other Youload services, third-party content or third-party software.

20. NO THIRD PARTY BENEFICIARIES.

You agree that, except as otherwise expressly provided in this TOS, there shall be no third party beneficiaries to this agreement.

21. NO RIGHT OF SURVIVORSHIP; NON-TRANSFERABILITY.

You agree that your Youload Member ID is non-transferable and any rights to your Member ID or content terminate upon your death.

22. STATUTE OF LIMITATIONS.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.

23. SECTION TITLES.

The section titles in the TOS are for convenience only and have no legal or contractual effect.

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