Our Terms and Conditions of Use Welcome to uPromote.com®, provider of customized Web marketing and advertising solutions for increasing the visibility of web sites, their products and services. We educate our clients, helping them to understand their unique Web-based challenges and how to surmount them. We bring targeted customers to our clients, presenting them with the appropriate Web promotion strategies to grow their bottom line. We strengthen our clients, by setting up the necessary tools for measuring the effectiveness of their online advertising efforts. 1. Eligibility. You must be eighteen or over to register as a member of uPromote.com® or use this Site. Membership in the Service is void where prohibited. By using this Site, you represent and warrant that you have the right, authority, and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement. 2. Term uPromote.com and all of its services (the "Service") are provided to you under this Terms of Service and any operating policies that uPromote.com® may establish (the "Agreement"). uPromote.com may make changes to this Agreement and your continued use of the Service constitutes your acceptance of any such changes. Notice of changes will be posted on the site. The uPromote.com® services are free, although uPromote.com® reserves the right to charge for it in the future. uPromote.com® reserves the right to modify or discontinue Services, or any features of Services, temporarily or permanently, without notice to you, and you agree that uPromote.com is not liable to you should it do so. This Agreement will remain in full force and effect while you use the Site and/or are a Member of uPromote.com®. You may terminate your membership at any time, for any reason by following the instructions on the Resign pages in My Account, or upon receipt by uPromote.com® of your written or email notice of termination. uPromote.com® may terminate your access to the Site. uPromote.com® may terminate your membership for anyreason effective upon sending notice to you at the email address you provide in your application for membership or such other email address as you may later provide to uPromote.com. If uPromote.com terminates your membership in the uPromote.com® Service because you have breached the Agreement, you will not be entitled to any refund of any unused Subscription fees. Even after this Agreement is terminated, certain provisions will remain in effect including sections 5,6,9-14, inclusive, of this Agreement. You agree to provide accurate, current, and complete information to uPromote.com® when you register and to let uPromote.com® know of any changes. Failure to do so may result in termination. As part of the registration process, a password will be assigned to you. You are solely responsible for keeping your password confidential and for all activities that occur under your password or account. Please let uPromote.com® know of any unauthorized use of your password, account, or any other breach of security. 3. Non Commercial Use by Members uPromote.com® Sites are for the personal use of individual Members only and may not be used in connection with any commercial endeavors. Organizations, companies, and/or businesses may not become Members. Illegal and/or unauthorized uses of the Site, including unauthorized framing of or linking to the Site will be investigated, and appropriate legal action will be taken, including without limitation, civil, criminal, and injunctive redress. You agree not to resell for commercial purposes uPromote.com® Service or use of or access to the Service. A person who sets up a uPromote.com® account or is called a "member." You agree that uPromote.com® is not responsible or liable for the content, guidelines, requirements, or conduct relating to any member account on the web site and, beyond removing account data per a written or email request(requiring proof of receipt), is not responsible for resolving any disputes that might arise between or among members, Network Partners, or third parties from activities or use of the uPromote.com® Service. 4. Disclosure of Registration and Other Information uPromote.com® will not disclose personally identifiable information about you or your private communications to third parties unless uPromote.com® believes such disclosure is reasonably necessary to: (1) comply with the law or legal process; (2) protect or defend the rights or property of uPromote.com® or others; (3) enforce this Agreement; (4) respond to claims that the contents of any communications violate the rights of others; or (5) as otherwise provided in the Agreement. uPromote.com® does disclose aggregate user demographic data to advertisers or other third parties. uPromote.com® may access your user information and related communications for technical processing and to address technical problems or service complaints. For more information on how uPromote.com® uses member or user information please read uPromote.com PRIVACY POLICY by clicking here. 5. Proprietary Rights in Content on uPromote.com® uPromote.com owns and retains other proprietary rights in the uPromote.com® Site and the uPromote.com Service. The Site contains the copyrighted material, trademarks, and other proprietary information of uPromote®, Inc. and its licensors. Except for that information which is in the public domain or for which you have been given permission, you may not copy, modify, publish, transmit, distribute, perform, display, or sell any such proprietary information. Content available through uPromote.com® -- including, without limitation, text, graphics, software, music, sound, photographs, and videos, and any content provided by any third party advertiser, is protected by copyrights, trademarks, service marks, patents or other proprietary rights or laws. You may download one copy of this content for your personal use only, as long as you keep all copyright and other proprietary notices intact, but are prohibited from any other use except as expressly authorized by uPromote.com® or the applicable advertiser. You may not copy, distribute, or create derivative works of such content without express permission, and you may not "frame" any content into uPromote.com site or "frame" content from uPromote.com site into any other site. You agree that as to any material you transmit through uPromote.com's® Service, including member lists or content, including that archived by uPromote.com® as described above, you grant to uPromote.com, and its successors and assigns, a non-exclusive, worldwide, royalty free, perpetual, irrevocable license under your copyrights or other intellectual property rights, if any, in such material, to copy, use, distribute, display, reproduce, sublicense, authorize the downloading of, and create derivative works from such material in any and all media, in any manner, in whole or in part, without any duty to account to you. 6. Prohibited Conduct You agree that you will not use uPromote.com's® Service to transmit, disseminate, or upload: (1) unlawful, harassing, libelous, tortuous, abusive, threatening, or obscene communications of any kind; or materials which infringe or violate any third party's copyright, trademark, trade secret, privacy, or other proprietary or property right, or that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law or regulation; or that are otherwise objectionable, including without limitation, content that contains blatant bigotry, racism, or hatred, or that promotes illegal activities or physical harm against anyone; (2) spam, chain letters, junk mail, or any other type of unsolicited mass email to people or entities who have not agreed to be part of such mailings; (3) viruses or other harmful, disruptive or destructive files; or (4) content containing nudity or pornographic material of any kind; (5) multilevel marketing messages or offers. (6) solicits passwords or personal identifying information for commercial or unlawful purposes from other users. (7) engages in commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, and pyramid schemes. You further agree: (a) that you will not disrupt or interfere with another member's use or enjoyment of uPromote.com's® Service; (b) that you will not use or attempt to use another person's or entity's account, service or system without authorization from the owner, nor will you disrupt or interfere with the security of, or otherwise abuse uPromote.com's® Service, system resources or accounts, or any servers or networks connected to the Service; (c) that you will not attempt to obtain unauthorized access to uPromote.com's Service, or to private lists on the Service; (d) that you are solely responsible for your actions in relation to uPromote.com's® Service, and for any communications transmitted under your account; (e) that you will not forge header or address information or otherwise impersonate another or create a false identity; (f) that you will not systematically extract, collect or harvest, through electronic means or otherwise, any data or data fields, including without limitation, lists, list owner identities, or email addresses, from this site; (g) that you will comply with all laws relating to the transmission of technical data or software ex ported from the United States; and, (h) that you will comply with all applicable local, state, national, and international laws and regulations, including without limitation those related to privacy and data collection. You agree that uPromote.com® may in its sole discretion remove any content, messages, photos or profiles (collectively, "Content") that appears to violate any of the foregoing, and that it may immediately limit or terminate your account or access if it appears you have violated these provisions. You are solely responsible for the Content that you publish or display (hereinafter, "post") on the uPromote.com® service, or transmit to other uPromote.com® Members or Non-Members who may contact you via our anonymous email forwarding system. 7. Copyright Policy You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. Without limiting the foregoing, if you believe that your work has been copied and posted on the uPromote.com® service in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work that you claim has been infringed; a description of where the material that you claim is infringing is located on the our Site; your address, telephone number, and email address; 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; 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. uPromote.com’s® Copyright Agent for Notice of claims of copyright infringement can be reached as follows: Fax to General Counsel (858) 490-2232 8. Service Availability and Customer Service Although uPromote.com strives to maintain the availability of the Service twenty-four hours a day, it makes no representation or promise that the Service will always be available, and you agree that uPromote.com® is not liable to you or any third party for the temporary or permanent unavailability of the Service. 9. Member Disputes You are solely responsible for your interactions with other uPromote.com® Members. uPromote.com® reserves the right, but has no obligation, to monitor disputes between you and other Members. 10. DISCLAIMER OF WARRANTIES uPromote.com's® SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOU EXPRESSLY AGREE THAT USE OF uPromote.com's® SERVICE IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, uPromote.com® DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. uPromote.com® DOES NOT MAKE ANY WARRANTY THAT ITS SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT uPromote.com's® SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED; NOR DOES uPromote.com® MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF uPromote.com's® SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH uPromote.com's® SERVICE. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF uPromote.com's® SERVICE IS AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. uPromote.com® DOES NOT MAKE ANY WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH OR FROM uPromote.com's® SERVICE, OR ANY TRANSACTIONS ENTERED INTO BY USE OF OR THROUGH uPromote.com's® SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM uPromote.com® OR THROUGH uPromote.com's® SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. 11. LIMITATIONS OF LIABILITY UNDER NO CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, SHALL uPromote.com® OR ITS PARENTS, SUBSIDIARIES, Affiliates, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OR THE INABILITY TO USE uPromote.com's® SERVICE, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES OR RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO BY MEANS OF OR THROUGH uPromote.com's® SERVICE, OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, OR OTHER INFORMATION THAT IS SENT OR RECEIVED OR NOT SENT OR RECEIVED, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA, OR OTHER INTANGIBLES, EVEN IF uPromote.com® HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT uPromote.com® IS NOT LIABLE FOR ANY FAILURE TO DELIVER, HOLD, OR STORE EMAIL TRANSMITTED THROUGH THE SERVICE. YOU AGREE THAT uPromote.com® DOES NOT ENDORSE THE SUBJECT MATTER OF ANY OF ITS LISTS OR ANY OF THE CONTENTS OF COMMUNICATIONS TRANSMITTED THROUGH ITS SERVICE. YOU ALSO AGREE THAT uPromote.com® SHALL NOT BE RESPONSIBLE OR LIABLE TO YOU, OR TO ANYONE, FOR THE STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR ARISING FROM USE OF uPromote.com's® SERVICE. IF YOU ARE DISSATISFIED WITH uPromote.com's® SERVICE, YOUR EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE MAY NOT APPLY TO YOU. 12. Indemnification You agree to indemnify, defend, and hold harmless uPromote.com®, its parents, subsidiaries, Affiliates, officers, directors, employees, agents, and suppliers, and their respective Affiliates, officers, directors, employees, and agents, from any claim, action, demand, or damage, including reasonable attorney's fees, made by any third party arising out of or related to your use of uPromote.com's® Service or your violation of this Agreement, including without limitation the infringement, by you or any other user of your account, of any intellectual property or other right of any person or entity. uPromote.com® may, at its sole discretion, assume the exclusive defense and control of any matter subject to indemnification by you. The assumption of such defense or control by uPromote.com®, however, shall not excuse any of your indemnity obligations. 13. Applicable Law This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to its conflict of laws provisions. You agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Lake, Illinois. You agree that any claim or cause of action arising out of your use of uPromote.com's Service or this Agreement must be filed within one year after such claim or cause of action arose or it shall be forever barred, notwithstanding any statute of limitations or other law to the contrary. 14. Other This Agreement, accepted upon use of the Site and further affirmed by becoming a Member of the uPromote.com® service, contains the entire agreement between you and uPromote.com® regarding the use of the Site and/or the Service. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. BY USING THIS WEB SITE YOU AGREE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.