Terms of Use

These terms of use (“Terms of Use”) covers the websites www.Uproxxmediagroup.com, www.Uproxx.com, and/ or any websites, mobile applications, and/or desktop applications that direct to or display these Terms of Use (each an “Uproxx Site”) belonging to Uproxx LLC (“Uproxx”).

 

  1. DESCRIPTION OF SERVICE AND ACCEPTANCE OF TERMS

The Uproxx Sites may serve, if we so elect, as a hub for users to post content, participate in contests, and to enjoy the content posted by Uproxx and other users (collectively, the “Content”). The Content, our video player, and any other features, tools, materials, or other services offered from time to time by Uproxx through a variety of Access Points (defined below) are referred to collectively as the “Uproxx Services.” The term “Access Points” refers to, collectively, the Uproxx Sites, applications, and other means through which the Uproxx Services may be accessed.

Use of the Uproxx Services is subject to compliance with these Terms and any contest rules or other agreements that you enter into with Uproxx with respect to a specific contest or other promotion (each, a “Promotion Agreement”). When there is a conflict between a Promotion Agreement and these Terms, the Promotion Agreement controls. By using any of the Uproxx Services, you are agreeing to these Terms.

  1. CHANGES TO THESE TERMS

We may need to make changes to these Terms for many reasons. You should look at these Terms regularly, which are posted on each of the Uproxx Sites and are accessible via a link at the top of every page. If we make a material change to these Terms, we will notify you by posting notice of the change on each of the Uproxx Sites. If you are a registered user, we will also send an email to the email address you most recently provided to us prior to the change taking effect. Therefore, it is important that you keep your account information, including email address, updated. Material changes to these Terms shall be effective automatically 30 days after they are initially posted.

  1. ACCESS AND USE OF THE UPROXX SERVICES

3.1 Age Limitations. If you are under the age of 13, you are not permitted to use the Services, register with Uproxx or any of the Uproxx Sites, or provide your personal information to Uproxx in any way, shape or form

 

3.2 Your License. Uproxx is pleased to grant you a non-exclusive limited license to use the Uproxx Services, including accessing and viewing the Content for personal, non-commercial purposes as set forth in these Terms.

 

3.3 The Content. You may only access and view the Content personally and for a non-commercial purpose in compliance with these Terms. You may not either directly or through the use of any software or other means interfere with or circumvent any copyright, trademark, or other proprietary notices marked on the Content or any digital rights management mechanism or other content protection or measure associated with the Content. You may not either directly or through the use of any software or other means copy, download, distribute, modify, display, sell, or transmit the Content. You may not make the Content available via frames or in-line links. In addition, you are prohibited from creating derivative works or materials that otherwise are derived from or based on in any way the Content.

 

3.4 The Video Player. You may not modify, enhance, remove, interfere with, or otherwise alter in any way any portion of the Uproxx video player, its underlying technology, any digital rights management mechanism, device, or other content protection or access control measure incorporated into the video player.

 

3.5 Embedding a Video Using the Video Player. Where Uproxx has incorporated an embed option in connection with Content on the Uproxx Services, you may embed videos using the video player, provided you do not embed the Video Player on any website or other location that contains, links to, or hosts content that is unlawful, pornographic, obscene, libelous, threatening, vulgar, hateful, racially offensive, encourages criminal conduct, gives rise to civil liability, infringes any right of any third party, or is otherwise inappropriate or objectionable to Uproxx in its sole discretion (collectively, “Unsuitable Material”). Uproxx reserves the right to prevent embedding to any website or other location that Uproxx finds inappropriate or objectionable, as determined by Uproxx in its sole discretion.

 

3.6 Ownership. You agree that Uproxx owns and retains all rights to the Uproxx Services. You further agree that the Content you access and view as part of the Uproxx Services is owned or controlled by Uproxx and/or Uproxx’s licensors.

3.7 Your Responsibilities. You will not use the Uproxx Services in a way that:

  • Violates the rights of others, including trademark, copyright, privacy, publicity, or other proprietary rights;
  • Uses technology or other means to access, index, frame or link to the Uproxx Services that is not authorized by Uproxx (including by removing, disabling, bypassing, or circumventing any content protection or access control mechanisms);
  • Involves accessing the Uproxx Services through any automated means, including “robots,” “spiders,” or “offline readers”;
  • Introduces viruses or any other computer code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
  • Damages, disables, overburdens, impairs, or gains unauthorized access to the Uproxx Services, including Uproxx’s servers, computer network, or user accounts;
  • Removes, modifies, disables, blocks, obscures or otherwise impairs any advertising in connection with the Uproxx Services;
  • Uses the Uproxx Services to advertise or promote services that are not expressly approved in advance in writing by Uproxx;
  • Collects information in violation of Uproxx’s Privacy Policy;
  • Violates these Terms or any guidelines or policies posted by Uproxx;
  • Interferes with any other party’s use and enjoyment of the Uproxx Services; or
  • Attempts to do any of the foregoing.

 

3.8 No Spam/Unsolicited Communications. You may not use the Uproxx Services to harvest information about users for the purpose of sending, or to facilitate the sending of, unsolicited bulk or other communications. If you Post (as defined in Section 6 below) or otherwise send spam or other unsolicited communications of any kind through the Uproxx Services, you acknowledge that you will have caused substantial harm to Uproxx and that the amount of such harm would be extremely difficult to measure. As a reasonable estimation of such harm, you agree to pay Uproxx $50 for each such unsolicited communication you send through the Uproxx Services.

3.9 Additional Terms. In order to participate in certain Uproxx Services or access certain Content, you may be notified that it is necessary to agree to additional terms and conditions. Unless otherwise provided by these additional terms and conditions, they are hereby incorporated into these Terms.

 3.10 Suspension/Discontinuation. We may change, suspend, or discontinue some or all of the Uproxx Services with respect to any or all users, at any time without notice or liability to you.

  1. ACCOUNTS AND REGISTRATION

We may from time to time offer various features that require registration or the creation of an account with Uproxx. If at any time you choose to register or create an account with us, the additional terms and conditions set forth below also will apply.

You are responsible for all use of your account. By allowing others to access your account, you agree to be responsible for ensuring that they comply with these Terms and you agree to be responsible for their activity using the Uproxx Services.

All registration information you submit must be accurate and updated. Because you are responsible for all use of your account, including unauthorized use by any third party, please be very careful to guard the security of your password. Please notify us by email at privacy@uproxx.com as soon as you know of, or suspect any unauthorized use of, your account. Please also make sure to notify us if your registration information changes.

We reserve the right to immediately terminate your use of the Uproxx Services at any time, without notice or liability, if Uproxx determines in its sole discretion that you have breached these Terms or for any other business reason.

  1. COLLECTION AND USE OF PERSONAL INFORMATION

 

For information about Uproxx’s policies and practices regarding the collection and use of your information, please read Uproxx’s Privacy Policy available at https://uproxx.com/privacy/ . The Privacy Policy is incorporated by reference and made part of these Terms. Thus, by agreeing to these Terms, you agree that your use of the Uproxx Services are governed by the Uproxx Privacy Policy in effect at the time of your use.

 

  1. USER MATERIALS, REVIEWS, AND COMMENTS

 

6.1 Your Posts. As part of the Uproxx Services, users may have an opportunity to publish, transmit, submit, or otherwise post (collectively, “Post”) videos, blogs, reviews, comments, or other materials (collectively, “User Material”). In order to keep the Uproxx Services enjoyable for all of our users, you must adhere to the rules below.

 

You must not Post User Material that: (i) contains Unsuitable Material (as defined above in Section 3); or (ii) improperly claims the identity of another person.

You must be, or have first obtained permission from, the rightful owner of any User Material you Post. By submitting User Material, you represent and warrant that you own the User Material or otherwise have the right to grant Uproxx the license provided below. You also represent and warrant that the Posting of your User Material does not violate any right of any party, including privacy rights, publicity rights, and intellectual property rights. In addition, you agree to pay for all royalties, fees, and other payments owed to any party by reason of your Posting User Material. Uproxx will remove all User Material if we are properly notified that such User Material infringes on another person’s rights. You acknowledge that Uproxx does not guarantee any confidentiality with respect to any User Material.

By Posting User Material, you are not forfeiting any ownership rights in such material to Uproxx. After Posting your User Material, you continue to retain all of the same ownership rights you had prior to Posting. By Posting your User Material, you grant Uproxx a limited license to use, display, reproduce, distribute, modify, delete from, add to, prepare derivative works of, publicly perform, and publish such User Material through the Uproxx Services worldwide, including on or through any Property, in perpetuity, in any media formats and any media channels now known or hereinafter created. The license you grant to Uproxx is non-exclusive (meaning you are not prohibited by us from licensing your User Material to anyone else in addition to Uproxx), fully-paid, royalty-free (meaning that Uproxx is not required to pay you for the use of your User Material), and sublicensable. By Posting your User Material, you also hereby grant each user of the Uproxx Services a non-exclusive, limited license to access your User Material, and to use, display, reproduce, distribute, and perform such User Material as permitted through the functionality of the Uproxx Services and under these Terms.

6.2 Third Party Posts. Despite these restrictions, please be aware that some material provided by users may be objectionable, unlawful, inaccurate, or inappropriate. Uproxx does not endorse any User Material, and User Material that is Posted does not reflect the opinions or policies of Uproxx. We reserve the right, but have no obligation, to remove User Material that we determine, in our sole discretion, is inappropriate or for any other business reason. In no event does Uproxx assume any responsibility or liability whatsoever for any User Material, and you agree to waive any legal or equitable rights or remedies you may have against Uproxx with respect to such User Material. You can help us tremendously by notifying us of any inappropriate User Material you find by emailing legal@uproxx.com with subject line: “Inappropriate User Material”.

 

  1. LINKED DESTINATIONS AND ADVERTISING

 7.1 Third Party Destinations. If we provide links or pointers to other websites or destinations, you should not infer or assume that Uproxx operates, controls, or is otherwise connected with these other websites or destinations. When you click on a link within the Uproxx Services, we will not warn you that you have left the Uproxx Services and are subject to the terms and conditions (including privacy policies) of another website or destination.

Uproxx is not responsible for the content or practices of any website or destination other than the Uproxx Sites, even if it links to any of the Uproxx Sites and even if the website or destination is operated by a company affiliated or otherwise connected with Uproxx.

7.2 Advertisements. Uproxx takes no responsibility for advertisements or any third-party material Posted on any Access Point where the Uproxx Services are available, nor does it take any responsibility for the products or services provided by advertisers. Any dealings you have with advertisers while using the Uproxx Services are between you and the advertiser, and you agree that Uproxx is not liable for any loss or claim that you may have against an advertiser.

 

  1. TRADEMARKS

Uproxx and other Uproxx marks, graphics, logos, scripts, and sounds are trademarks of Uproxx. None of the Uproxx trademarks may be copied, downloaded, or otherwise exploited.

  1. UNSOLICITED SUBMISSIONS

It is Uproxx’s policy not to accept unsolicited submissions, including scripts, story lines, articles, fan fiction, characters, drawings, information, suggestions, ideas, or concepts. Uproxx’s policy is to delete any such submission without reading it. Therefore, any similarity between an unsolicited submission and any elements in any Uproxx creative work, including a film, series, story, title, or concept, would be purely coincidental.

  1. DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY AND INDEMNITY

YOU AGREE THAT USE OF THE UPROXX SERVICES IS AT YOUR OWN RISK. THE UPROXX SERVICES, INCLUDING THE UPROXX SITES, THE CONTENT, THE VIDEO PLAYER, USER MATERIAL, AND ANY OTHER MATERIALS CONTAINED ON OR PROVIDED THROUGH ANY ACCESS POINT, ARE PROVIDED “AS IS” AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, UPROXX DOES NOT MAKE ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, COMPLETENESS, AVAILABILITY, SECURITY, COMPATIBILITY OR NONINFRINGEMENT; OR THAT THE UPROXX SERVICES WILL BE UNINTERRUPTED, FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS, ACCURATE, ERROR FREE, OR RELIABLE.

IN NO EVENT SHALL UPROXX OR ITS AFFILIATES, SUCCESSORS, AND ASSIGNS, AND EACH OF THEIR RESPECTIVE INVESTORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND SUPPLIERS (INCLUDING DISTRIBUTORS AND CONTENT LICENSORS) (COLLECTIVELY, THE “UPROXX PARTIES”), BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES, INCLUDING LOSS OF PROFITS, ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF THE UPROXX SERVICES (INCLUDING ANY INFORMATION, PRODUCTS, OR SERVICES ADVERTISED IN, OBTAINED ON, OR PROVIDED THROUGH ANY ACCESS POINT), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHER THEORY, EVEN IF THE UPROXX PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EXCEED $100.

YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE UPROXX PARTIES FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, DAMAGES, EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS), AND OTHER LOSSES ARISING OUT OF OR IN ANY WAY RELATED TO YOUR BREACH OR ALLEGED BREACH OF THESE TERMS OR YOUR USE OF THE UPROXX SERVICES. UPROXX RESERVES THE RIGHT, AT OUR OWN EXPENSE, TO EMPLOY SEPARATE COUNSEL AND ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU.

  1. NOTICE AND PROCEDURE FOR CLAIMS OF COPYRIGHT INFRINGEMENT

 

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law.  If you believe in good faith that materials available on the Site infringe your copyright, you (or your agent) may send us a notice requesting that we remove the material or disable access to it.  If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send us a counter-notice.  Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA.  See https://www.copyright.gov for details.  Notices and counter-notices should be sent to:

 

DMCA Agent-Litigation Department

1633 Broadway

New York, NY 10019

Telephone Number: (212) 275-2000

Email:  dmcaagent@wmg.com

 

We suggest that you consult your legal advisor before filing a notice or counter-notice.

 

  1. RESOLUTION OF CLAIMS

In an attempt to find the quickest and most efficient resolution of any issues between you and Uproxx, you and Uproxx agree to first discuss any issue informally for at least 30 days. To do that, please send your full name and contact information, your concern and your proposed solution by mail to us at: Uproxx LLC, 10391 Jefferson Blvd., Culver City, CA 90232 – Attn: Legal Department.

  1. GENERAL INFORMATION

 13.1 Export Controls. Software and the transmission of applicable technical data, if any, in connection with the Uproxx Services are subject to export controls. You agree to comply with all applicable laws regarding software and the transmission of technical data exported from the United States or the country in which you reside.

 13.2 Choice of Law and Forum. These Terms are governed by, and construed in accordance with, the laws of the State of California without giving effect to principles of conflicts of law. You agree to submit to the exclusive jurisdiction of the courts located in Los Angeles County, State of California for any claim seeking injunctive relief and/or damages in excess of $15,000.

 13.3 No Waiver/Reliance. If we fail to act in response to a violation of these Terms, you should not assume that we do not object to the violation or even that we are aware of it. In addition, you may not construe a waiver of any provision of these Terms with respect to any party as a waiver of that provision (or any other provision) with respect to either that party or any other party. Further, Uproxx’s decision to delay exercising or enforcing any right or remedy under these Terms shall not constitute a waiver of such right or remedy.

 13.4 Integration, Amendment, and Severability. Please note that these Terms, including Uproxx’s Privacy Policy which is incorporated in these Terms, and any Promotion Agreement constitute the entire legal agreement between you and Uproxx and govern your use of the Uproxx Services (but excludes any relationship that Uproxx may have with you under a separate signed written agreement), and completely replaces any prior agreements between you and Uproxx in relation to the Uproxx Services. These Terms operate to the fullest extent permissible by law. If any provision of these Terms is held to be unlawful, void, or unenforceable, you and we agree that the provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.

If you have any questions or comments about these Terms, please contact us at legal@uproxx.com.