Uplevyl Terms & Conditions

These Terms and Conditions are a legal and binding agreement between you and Uplevyl, Inc. ("Uplevyl", "Company", "we","us", or "our"). These Terms and Conditions govern:

1. Your access to and use of Uplevyl's website www.uplevyl.com and all associated sites linked to www.uplevyl.com that are operated by Uplevyl (collectively, the "Site");
2. Your access to and use of the Uplevyl application ("App");
3. Your access to and use of an Uplevyl subscription membership (“Membership”); and
4. Your access to and use of any other products and services that may be made available by Uplevyl from time to time via the Site and/or the App (“Additional Products”), either as part of a Membership or separately.
5. The Site, App, Membership, and Additional Products are collectively referred to in these Terms (defined below) as the “Services”.

By creating a Uplevyl account ("Account"), purchasing a Membership, or by accessing or using the Site, the App, or any other Services, whether through a mobile device, tablet, iPad, or computer, you agree to be bound by

1. these Terms and Conditions;
2. our Privacy Policy, Arbitration Procedures, and Community Guidelines, each of which is incorporated by reference into these Terms and Conditions; and
3. any additional terms disclosed to you if you use or purchase certain Services we offer (“Additional Terms”). Additional Terms are incorporated by reference into these Terms and Conditions. Additional Terms include (but are not limited to):

• Membership Terms
• App Terms
• Third Party Content Creators Terms

Additional Terms only apply to you to the extent that you download, access, use, or purchase the Services governed by the Additional Terms. For example, if you download the App but do not have a Membership, the App Terms apply to you, but the Membership Terms do not.

The Terms and Conditions, our Privacy Policy, Arbitration Procedures, and Community Guidelines, and Additional Terms (which may include, without limitation, Membership Terms, App Terms, and Third Party Content Creator Terms) are collectively referred to as the “Terms”.

If you do not accept and agree to be bound by all of the Terms, do not access or use the Services.

If you are an individual and are entering into these Terms on behalf of an entity, you represent and warrant that you have the authority to bind the entity to these Terms.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: You should note that Section 13 of these Terms contains provisions governing how claims that you and Uplevyl have against each other are resolved.In particular, it contains an arbitration agreement that will, with limited exceptions, require disputes between use to be submitted to a binding and final arbitration.This means that you will be waiving your right to (1) seek relief in a court of law and (2) have a jury trial on your claims. PLEASE REVIEW SECTION 13 CAREFULLY; BY USING THE SERVICES, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THESE TERMS.

You may print a copy of these Terms by clicking here <INSERT LINK THAT LAUNCHES PRINTABLE VERSION>. If you have a disability, and you wish to access these Terms in an alternative format, please contact us

1. AMENDMENT OR MODIFICATION OF THESE TERMS

We reserve the right, in our sole discretion, to update, modify, change or replace any portion of these Terms at any time. If Uplevyl makes changes, such changes will be posted on the Site and indicated by the "Last Updated" date at the top of the page. Any such changes are effective and binding the next business day. Except as may be expressly stated in the Membership Terms (which are applicable only to members), any changes to these Terms apply to all access to and use of the Services thereafter, and your continued use of the Services constitutes your acceptance of the revised Terms. We will notify you of such changes via the App if you have an active Account, or via a prominent posting on the Site. If you would like to receive an email notification when we update the Terms, please complete the form available here [INSERT].

2. ELIGIBILITY

You must be at least 18 years old to use the Services. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old or over (old enough to form a binding contract in the jurisdiction in which you reside); and (b) you have not previously been suspended or removed from any Services we offer. You may browse the Site without registering for an Account; however, you are required to register for an Account in order to access and use the App, have a Membership, and access and use certain other Services and Content (defined in Section 4 below). You acknowledge that you are eligible to access certain Services and Content only if you have an active Membership and an Account in good standing.

3. PRIVACY

Your use of the Services, and the use of any information collected by us through your use of the Services, is subject to our Privacy Policy which is incorporated into these Terms.

4. RESTRICTIONS

You will access and use the Services solely for your personal purposes. You will not post, publish, reproduce, transmit, distribute or otherwise view, use or exploit the Services or any content, data, information, or materials found on the Services (“Content”) in a manner that is inconsistent with these Terms.

You shall not, and you shall ensure that all equipment, hardware, software, products and/or sites you use to access, visit, or use the Services does not disturb or interfere with our operation of the Services in any way, or impede or interfere with others’ access, visitation, enjoyment, and/or use of the Services. You will not use the Services to collect or track the personal information of others or use any data mining, data gathering, or extraction method. You will not interfere with or circumvent any feature of the Services, including any security or access control mechanism. You also agree not to circumvent, remove, alter, deactivate, degrade or thwart any of the content protections in the Services. We reserve the right, in addition to our other remedies, with or without notice, to immediately disconnect from the Services any equipment, hardware, software, product and/or Services causing interference with us, our licensors, vendors, service providers, the Services or any Content.

You will not impersonate any person or entity, or misrepresent your affiliation with a person or entity, or misrepresent the origin of any information or Content that you provide to us. You agree that your use of the Services will at all times be for a lawful purpose and you agree to comply with all applicable laws and regulations in your use of the Services. Possible evidence of use of this Services for illegal purposes may be provided to law enforcement authorities.

You will not upload, transmit, distribute, introduce or otherwise make available in any manner through the Services any computer virus, keyloggers, spyware, worms, Trojan horses, timebombs, backdoors, or other malicious or harmful programming, or any code that will affect the functionality or accessibility of the Services (collectively, “Viruses”). We do not have an obligation to detect the presence of such Viruses. If you download Content from the Services, you do so at your own risk.

You are solely responsible for all usage of, or activities on, the Services by you and using your Account.

You acknowledge and agree that the Services and the Content includes subject matter that is owned by us or other third parties and is protected under copyright, trademark and other intellectual property laws. Unauthorized use of the Services or the Content may violate such intellectual property laws or other laws relating to privacy and publicity. The violation of such laws may give rise to civil and/or criminal penalties.

You acknowledge that we have not reviewed and do not necessarily endorse the Content of sites, applications, destinations or sites linked to or accessible from this Services and are not responsible for the Content or actions of any other sites, applications, destinations or sites. If you link to or access any other site, application, destination or site you acknowledge that you do so at your sole risk.

You may not use the Services for any illegal, unlawful or unauthorized purpose, or to solicit others to perform or participate in any unlawful acts. You must comply with all local, state, federal, provincial, national, international, and foreign laws, rules, and regulations (including applicable import and export control laws, rules, and regulations of the United States and other countries) in accessing and using the Services and the Content. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC), or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

You may not, nor may you allow others, to directly or indirectly, do any of the following for any reason:

• except as expressly permitted by us in writing, make any commercial, advertising, promotional, or marketing use of the Services and/or Content, including without limitation the photos, images, text, music, audio, videos, podcasts, trademarks, trade names, Services marks and other brand identifiers of us, our licensors, vendors, and/or service providers obtained on or through the Services, except as permitted by the Copyright Act or other law or as expressly permitted in writing by these Terms, us or the Services;
• use any bots, cheats, macros, scripts, or any form of autoresponder, or use any other automated process;
• copy, harvest, crawl, index, scrape, spider, mine, gather, extract, compile, obtain, aggregate, capture, or store the Services or any Content;
• copy, reproduce, modify, change, edit, crop, alter, revise, adapt, translate, enhance, reformat, remix, rearrange, resize, create derivative works of, move, remove, delete, or erase any copyright, trademark, or other proprietary legends, symbols, marks, or notices on the Services, or attempt to circumvent any mechanisms for preventing the unauthorized reproduction or distribution of Content;
• copy, reproduce, modify, change, edit, crop, alter, revise, adapt, translate, enhance, reformat, remix, rearrange, resize, create derivative works of, move, remove, delete, erase, reverse engineer, decipher, decompile, disassemble, store, cache, aggregate, publish, post, display, distribute, broadcast, perform, transmit, rent, sell, share, sublicense, syndicate, or otherwise provide to others, or use any Content obtained on or through the Services, in whole or in part, except as permitted by law;
• reverse engineer, decipher, decompile, disassemble, or otherwise attempt to derive any source code or underlying ideas or algorithms of the Services, in whole or in part;
• impersonate or attempt to impersonate Uplevyl or a Uplevyl employee or imply that you are affiliated with Uplevyl;
• copy the look-and-feel or functionality of the Services;
• use the Services or the Content in order to create a competitive product or service;
• change, alter, modify, decompile, disassemble, translate, reverse engineer, create derivative works, transfer, mirror or frame, sell, resell, rent, lease, distribute, perform, publish, sublicense, transfer or otherwise exploit the Services;
• distribute or make the Services available over a network where it could be used by multiple devices at the same time; and
• publicly perform the Services.

We reserve the right, in our sole discretion, make use of any operational, technological, legal or other means available to enforce these Terms (including without limitation blocking specific IP addresses), at any time without liability.

You may not access, tamper with, or use non-public areas of the Services or our systems, or areas that you are not authorized to access because you do not have an Account in good standing and a Membership.

5. FEEDBACK

All feedback or submissions of any kind that you submit to Uplevyl or via the Services, and any input and suggestions regarding problems with or proposed modifications or improvements to the Services that you provide to Uplevyl (the “Feedback”) are provided by you voluntarily and are hereby received on a non-confidential basis and shall, to the fullest extent permissible under applicable law, become our property. To the extent that applicable law does not provide us with an ownership interest in any Feedback, you agree that by providing us with the Feedback you are granting us and any of our affiliated companies, sublicensees, and successors in interest a perpetual, royalty-free, irrevocable worldwide license to use, transmit, copy, reproduce, distribute, publicly display, or perform, and to prepare derivative works based upon the Feedback. You understand that your Feedback will not be confidential, there will be no attribution to you with respect to such Feedback, and that no compensation will be paid to you with respect to your Feedback. Despite the rights granted to us herein, we are under no obligation to in any way use, post, or otherwise make such Feedback available.

6. INTELLECTUAL PROPERTY RIGHTS

The Services are owned and operated by Uplevyl. The Services are not sold to you. You acknowledge and agree that all right, title and interest in and to the (i) Services (and all our other products and services), including without limitation, the visual interfaces, graphics, design, compilation, information, data, algorithms, computer code, and all other elements of the Services; (ii) all Content (except for Your Content as described in the Member Terms); and (ii) any and all patents, copyrights, trade secret rights, trademarks, trade names and other proprietary rights embodied in (i) and/or (ii) or associated therewith are and shall remain Uplevyl’s or its licensors’ sole and exclusive property, and Uplevyl in no way convey any right or interest in the Services or Content other than a limited license to use in accordance with these Terms. You agree to comply with all intellectual property laws, and you shall not encumber any interest in, or assert any rights to, the Content or the Services. Uplevyl reserves all rights to the Services and Content not granted expressly in these Terms.

7. TRADEMARKS

Uplevyl's stylized name and other related graphics, logos, service marks and trade names used on or in connection with the Services are the trademarks of Uplevyl and are owned by Uplevyl.

Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners who may or may not endorse or be affiliated with or connected to us.

You will not remove, alter, or obscure any copyright notice, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

Nothing in these Terms should be construed as granting, by implication or otherwise, any license or right to use any of trademarks, logos, or service marks displayed in the Services, without our prior written permission in each instance.

8. COPYRIGHT COMPLAINT

If you believe the Services contain Content that infringes your copyright, please provide the information listed below to our designated agent (listed below) for claims of copyright infringement:

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest that is allegedly infringed;
• A description of the information that you claim to be infringing and a description of where the material that you claim is infringing is located on the Services;
• A description of the copyrighted work that you claim has been infringed;
• Your full contact information, including address, telephone number and email address;
• A 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; and
• 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 duly authorized to act on the copyright owner’s behalf. Our designated agent may be contacted as follows: [TITLE] Uplevyl, Inc. [ADDRESS] Email: ____

9. ADVERTISING

In consideration for Uplevyl allowing you to use the Services, you agree that we, our affiliates, and our third-party partners may place advertising on the Services.

10. TERM AND TERMINATION

These Terms commence on the date you accept them (as described in the preamble) and continue until terminated in accordance with the terms herein. If you have a Membership, then the cancellation and termination provisions in the Membership Terms govern the termination of your Membership.

If you violate any provision of these Terms, your authorization to access and use the Services automatically terminates. In addition, Uplevyl may, at its sole discretion, terminate these Terms or suspend or terminate your access to the Services, at any time for any reason or no reason, with or without notice.

You may terminate these Terms at any time by contacting Uplevyl at contact us. However, if you terminate pursuant to this paragraph you may no longer access or use the Services or any Content after such termination, and no refunds of any fees paid for any Services shall be provided, except as expressly set forth in the applicable Membership Terms or as required by applicable law.

Those provisions which by their nature should survive termination shall so survive.

11. DISCLAIMERS

YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND. NEITHER UPLEVYL NOR ITS OFFICERS, MANAGERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “UPLEVYL PARTIES”) GUARANTEE THE ACCURACY, CORRECTNESS, COMPLETENESS, TIMELINESS, RELIABILITY, SUITABILITY OR USEFULNESS OF THE SERVICES OR ANY CONTENT.
NONE OF THE UPLEVYL PARTIES WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, THAT ANY SPECIFIC INFORMATION THAT IS REQUESTED WILL BE PROVIDED OR THAT THE SERVICES ARE OR WILL BE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL ELEMENTS. UPLEVYL DOES NOT WARRANT THAT ANY ISSUES OR ERRORS WILL BE CORRECTED. NONE OF THE UPLEVYL PARTIES MAKES ANY, AND HEREBY SPECIFICALLY DISCLAIMS ANY AND ALL, REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES AND CONTENT INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. YOUR USE OF SERVICES AND CONTENT IS AT YOUR OWN RISK.
YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS OF THE SERVICES, INCLUDING MEMBERS. UPLEVYL IS NOT RESPONSIBLE FOR THE CONDUCT OF ANY USER OR MEMBER. UPLEVYL DOES NOT CONDUCT CRIMINAL BACKGROUND CHECKS ON ITS MEMBERS OR USERS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES OR UPLEVYL PARTIES OR ANY CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY, REPRESENTATION, COVENANT OR GUARANTEE REGARDING ANY OF THE UPLEVYL PARTIES OR THE SERVICES OR CONTENT. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 11 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. THE UPLEVYL PARTIES DO NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT UPLEVYL PARTIES ARE PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW. SHOULD APPLICABLE LAW NOT PERMIT THE FOREGOING EXCLUSIONS OR DISCLAIMERS, THEN WE GRANT THE MINIMUM EXPRESS OR IMPLIED WARRANTY REQUIRED BY APPLICABLE LAW.

12. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES WILL ANY OF THE UPLEVYL PARTIES BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON CONTENT OBTAINED THROUGH THIS SERVICES. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY CONTENT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANY OF THE UPLEVYL PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, INCOME, PROFIT OR GOODWILL, LOSS OF OR DAMAGE TO PROPERTY AND CLAIMS OF THIRD PARTIES ARISING OUT OF THESE TERMS, THE SERVICES OR CONTENT, OR YOUR USE THEREOF, HOWEVER CAUSED, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PROPRIETARY RIGHTS INFRINGEMENT, PRODUCT LIABILITY OR OTHERWISE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ANY UPLEVYL PARTIES HAVE BEEN INFORMED OF THE POSSIBILITY OF DAMAGE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES OR THE CONTENT IS TO STOP USING THE SERVICES. YOU HEREBY WAIVE ANY AND ALL CLAIMS ARISING OUT OF YOUR USE OF THE SERVICES AND CONTENT. THESE LIMITATION DO NOT APPLY TO LIABILITY ARISING FROM ANY FRAUD OR FRAUDULENT MISREPRESENTATIONS, OR ANY OTHER LIABILITY THAT CANNOT BE LIMITED BY APPLICABLE LAW. FURTHERMORE, BECAUSE SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, THESE PROVISIONS MAY NOT APPLY TO YOU. IF ANY PORTION OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN OUR AGGREGATE LIABILITY SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100) (OR IF SUCH AMOUNT IS NOT ENFORCEABLE UNDER APPLICABLE LAW, THEN THE UPLEVYL PARTIES’ LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW). THIS SECTION 12 IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN AND REFLECTS A FAIR ALLOCATION OF RISK. THE SERVICES WOULD NOT BE PROVIDED WITHOUT THE LIMITATIONS SET FORTH IN THIS SECTION 12 AND YOU AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY, DISCLAIMERS AND EXCLUSIVE REMEDIES SPECIFIED HEREIN WILL SURVIVE EVEN IF FOUND TO HAVE FAILED IN THEIR ESSENTIAL PURPOSE.

13. DISPUTE RESOLUTION AND ARBITRATION AGREEMENT

Please read the following arbitration agreement in this Section 13 ("Arbitration Agreement") carefully. This Arbitration Agreement requires you to arbitrate disputes with Uplevyl, Inc. and limits the manner in which you seek relief from us.

A. GOOD FAITH NEGOTIATIONS. Uplevyl's goal is to provide you with a neutral means of resolving a dispute quickly. For any claim relating to these Terms, you must initiate dispute proceedings by first contacting Uplevyl. If the dispute has not been resolved within one hundred and twenty (120) days from Uplevyl's receipt of your dispute, you may request an arbitration proceeding.

B. APPLICABILITY. This Arbitration Agreement applies to any dispute or claim relating to your use of our Services or any other aspect of your relationship with Uplevyl that has not been resolved within one hundred and twenty (120) days from Uplevyl's receipt of your dispute. It requires that, and by entering into these Terms you agree, that such claims will be resolved by binding arbitration, rather than in court. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms.

C. RULES OF ARBITRATION. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. The arbitration will be governed by an established alternative dispute resolution ("ADR") provider selected by Uplevyl, in its sole discretion. Disputes involving claims and counterclaims under $250,000.00, not inclusive of attorneys' fees and interest, shall be subject to the American Arbitration Association's ("AAA") most current version of the Streamlined Arbitration Rules and Procedures. All other claims will be subject to AAA's most current version of the Comprehensive Arbitration Rules and Procedures. If the first choice ADR provider is not available to arbitrate, the Uplevyl will select an alternate ADR provider. Should either party file a claim contrary to this Section, the other party may recover attorneys' fees and costs up to ten thousand U.S. Dollars ($10,000.00 USD), provided that such party seeking such fees has notified the other in writing of the improperly filed claim, and the other has failed to promptly withdraw the claim. AAA's most current versions of its rules, policies, and procedures can be found here: https://www.adr.org/Rules.

D. LOCATION. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in TRAVIS COUNTY, TEXAS or at another mutually agreed location.

E. ARBITRATOR'S AUTHORITY. The arbitrator has the exclusive authority to (i) determine the scope and enforceability of this Arbitration Agreement, and (ii) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator will have the authority to grant motions dispositive of all or part of any claim. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum's rules, and the Agreement (including the Arbitration Agreement). The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.

F. NO JURY TRIALS By agreeing to arbitration, YOU AND UPLEVYL ARE EACH AGREEING TO WAIVE RIGHTS TO A JURY TRIAL. Instead, you and Uplevyl are electing that all claims and disputes will be resolved by arbitration under this Arbitration Agreement. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

G. EXCEPTIONS. Exceptions: nothing in this Arbitration Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

H. ONE AT A TIME. All claims and disputes within the scope of this Arbitration Agreement MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, AND YOU GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR ANY OTHER CLASS PROCEEDING. Only individual relief is available and claims of more than one customer or user cannot be arbitrated or consolidated with those of any other customer or user. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. If a decision is issued stating that applicable law precludes enforcement of any of this subsection's limitations as to a given claim for relief, then the claim must be severed from the arbitration and brought into the State or Federal Courts located in Travis County, Texas. All other claims shall be arbitrated.

I. SEVERABILITY. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

J. CHANGES. If Uplevyl makes any future change to this arbitration provision, other than a change to Uplevyl’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Uplevyl’s address for Notice of Arbitration, in which case your account with Uplevyl will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

K. SURVIVAL OF ARBITRATION AGREEMENT. The terms of this Arbitration Agreement will continue, even after your relationship with Uplevyl has ended.

14. GOVERNING LAW
The laws of the State of Texas, U.S.A., without regard to its conflict of laws rules, shall apply to any disputes arising out of or relating to this Agreement, the Service, or your relationship with Uplevyl. Notwithstanding the foregoing, the Arbitration Agreement in Section 13 above shall be governed by the Federal Arbitration Act.

15. VENUE
Except for claims that may be properly brought in a small claims court of competent jurisdiction, all claims arising out of or relating to this Agreement, to the Services, or to your relationship with Uplevyl that for whatever reason are not submitted to arbitration as described in Section 13 will be litigated exclusively in the federal or state courts of Travis County, Texas, U.S.A. You and Uplevyl consent to the exercise of personal jurisdiction of courts in the State of Texas and waive any claim that such courts constitute an inconvenient forum.

16. THIRD PARTIES
The Services may contain advertisements and promotions offered by third parties; and may also provide links to third party web sites or applications, or access to third party service providers (collectively “Third Party Sites”). For purposes of these Terms, the term “Third Party Site” also includes any application, content, images, products, videos, resources, services, and other information material that may be available on such Third Party Site. Our decision to link to Third Party Sites is not an endorsement of the Third Party Site. These Terms govern only the Services as described in these Terms and not any Third Party Sites. We do not control the Third Party Sites and expressly disclaim any responsibility or liability for the Third Party Sites and for the acts and omissions of any third parties. Uplevyl is not responsible for the availability (or lack of availability) of Third Party Sites. If you choose to interact with Third Party Sites, you do so at your own risk, and such third party's terms (and not these Terms) will govern their relationship with you. We may exchange information with third party service providers in order to facilitate the provision of Services (and related third party services). Where such information consists of Personal Information (as defined in the Privacy Policy), it will only be shared with third parties in accordance with the Privacy Policy.

17. INDEMNITY
You agree, to the extent permitted under applicable law, to indemnify, defend and hold harmless Uplevyl, our affiliates, and our and their respective officers, directors, agents, and employees from and against any and all complaints, demands, claims, damages, losses, costs, liabilities and expenses, including attorney's fees, due to, arising out of, or relating in any way to your use of the Services.

18. FORCE MAJEURE
Uplevyl shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

19. NOTICES
To Uplevyl: Notice will be sent to the following address: [INSERT] and will be deemed delivered as of the date of actual receipt. To you: We may give electronic notices by general notice via the Site or the App and may give electronic notices specific to you by email to your e-mail address(es) on record in our Account information for you or through the notifications center of the App. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you. You must keep all of your Account information current.

20. COMMUNICATIONS.
To provide you with the Services, we may send you service announcements and other information from time to time. You agree that Uplevyl will provided notices and messages to you in the following ways: (1) within the Services, or (2) sent to the contact information you provide to Uplevyl (e.g., email, mobile number). You agree to keep your contact information up to date. To learn more about how We communicate with you, please see Uplevyl’s Privacy Policy[LINK]. Please review your settings within the App to control and limit the messages you receive from Us.

21. WAIVER AND SEVERABILITY.
Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any portion of these Terms is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

22. ACTIONS PERMITTED.
Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.

23. MODIFICATION OF THE SERVICES
We may, in our sole discretion, decide to modify, improve, or discontinue all or part of the Services at any time, with or without notice, and without liability to you.

24. EXPORT CONTROL
You may not use, export, import, or transfer Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Services, and any other applicable laws. In particular, but without limitation, Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person's List or Entity List. By using Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

25. ASSIGNMENT
These Terms and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Uplevyl's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

26. DATA CHARGES AND DEVICE REQUIREMENTS
You are responsible for any mobile charges that you may incur for using our Services, including text-messaging and data charges. If you're unsure what those charges may be, you should ask your service provider before using the Services. To enjoy the Services via your smartphone or other device, your device must satisfy certain system requirements. These requirements can be found on the Site, Google, and Apple.

27. ENTIRE AGREEMENT
These Terms (including all attachments hereto and links incorporated herein by reference) is the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter. Terms that Uplevyl provides to you electronically satisfy any legal requirement that such communications would satisfy if they were made in writing in a physical document. The foregoing does not affect your statutory rights.

28. CONTACT US
If you have any questions regarding these Terms, you may contact us here.These Membership Terms apply only if you have purchased a subscription membership (“Membership”) by registering for an Account and paying the applicable fees.By creating a Uplevyl Account and purchasing a Membership, You agree to be bound by all the Terms, including: (1) these Membership Terms, (2) the App Terms, (3) the Third Party Content Creator Terms (if applicable as described below) (4) the Terms and Conditions, (5) our Privacy Policy, Arbitration Procedures, and Community Guidelines, and (6) any Additional Terms disclosed to you if you purchase or have purchased certain Services we offer.If you download, access or use the App, the App Terms apply in addition to these Membership Terms. If you are a Third Party Content Creator, the Third Party Content Creator Terms apply in addition to these Membership Terms. If you do not accept and agree to be bound by all of the Terms, do not create an Account or purchase a Membership.

1. DESCRIPTION OF MEMBERSHIP SUBSCRIPTION
Uplevyl offers a variety of Services, including but not limited to its Membership subscription and other services associated with its Membership subscription. a) To apply for a Membership, please visit https://uplevyl.com. b) Your application for a Membership will be reviewed and approved by Uplevyl in its sole discretion. Your application for a Membership may be rejected by Uplevyl for any reason or no reason. Uplevyl will not provide an explanation of rejection. c) By applying for a Membership, you acknowledge and agree that you are committing to purchase a Membership for a specific subscription period that is not cancellable or refundable, except as expressly set forth in these Membership Terms. d) These Terms will govern your use of the Membership. e) From time to time, Uplevyl may offer additional products, features and Services (“Membership Add-Ons”) in connection with the Services. Additional terms may be provided in connection with use of the Membership Add-Ons, and any such additional terms shall be incorporated into these Membership Terms by reference. Only, if your Membership is approved, upon your payment of the applicable fees and subject to your compliance with these Terms, Uplevyl grants you a limited, personal, worldwide, royalty-free, non-assignable, revocable, and non-sublicensable license to access and use the Services made available to you as part of your Membership solely for informational purposes and for your own personal use only, as permitted by these Terms. You may not use the Services for the benefit of any other person or third party. You are responsible for procuring and maintaining the network connections that connect you to the Services. If you are found to be in violation of these Terms, Uplevyl may investigate and take any and all available legal action in responses to illegal and/or unauthorized uses of the Service, including but not limited to the termination of your Account and membership. Uplevyl strives to make your experience both engaging and useful. As such, we may add new product features, functionality, or enhancements from time to time as well as remove some features and functionality without notice or liability to you. We reserve the right to modify, suspend or discontinue, temporarily or permanently, the Services (or any part thereof) for any reason at any time in our sole discretion.

2. ACCOUNTS AND MEMBERSHIP
You agree to provide and maintain only true, accurate, current and complete information about yourself as part of your Account. You agree to provide additional information we may reasonably request and to answer truthfully and completely any questions we might ask you in order to verify your identity. You are responsible for your Account and all the activity on it. You are solely responsible for maintaining the confidentiality of your credentials (username and password) and Account. We are not liable for any loss or damage arising from your failure to protect your password or your Account. You agree to immediately contact us in the event of any unauthorized use of your password or Account or any other breach of security of which you are aware or suspect, or if you believe your credentials have been subject to unauthorized access, please immediately. We reserve the right, in our sole discretion, at any time, for any reason, without liability, and without the need to give you prior notice, to (1) refuse use of the Services (including without limitation, a Membership) to anyone for any reason; and (2) to reject, cancel, interrupt, remove or suspend any Account or Membership. Without limiting the foregoing in any way, we expressly reserve the right to terminate or suspend your Account and/or your access to or use of the Services without notice (1) for violating the Terms, (2) due to your conduct on the Services, or your conduct with other users of the Services (including your "offline" conduct), if we, in our sole discretion, determine your conduct was inappropriate or improper, (3) if we or our affiliates, in our or their sole discretion, determine your conduct on other apps operated by our affiliates was inappropriate or improper, or (4) for any reasons whatsoever that we deem, in our sole discretion, justifies termination. If your Account is suspended from using any of the Services by us at any time, you are not eligible to use any of the Services under any other Account until we reinstate access to your suspended Account. If your Account is terminated or suspended, you agree you will not receive a refund for any Services you have already been charged for. In order to use Uplevyl, you may sign in using a number of ways, including by telephone number, Apple login, or Facebook login. If you decide to use your Facebook login, you authorize us to access and use certain Facebook account information, including but not limited to your public Facebook profile. In addition to the rights granted by you to us with respect to Your Content as described in Section 4 below, by creating an Account or purchasing a Membership, you grant to Uplevyl a worldwide, transferable, sub- licensable, royalty-free, right and license to host, store, use, copy, display, reproduce, adapt, edit, publish, modify and distribute information that you submit upon creation of your account, and information you authorize us to access from third parties such as Facebook, Google, or Apple. You represent that all information is accurate and truthful. For more information regarding the information we collect from you and how we use it, please visit our Privacy Policy. If you change or deactivate the mobile phone number that you used to create an Uplevyl Account, you must immediately update your account information through the “Settings” tab in the App to prevent us from sending to someone else messages intended for you.
You represent and warrant that:
1. you are at least 18 years of age;
2. you are legally capable of entering into binding contacts;
3. you are not a person who is barred from using the Services under the laws of the United States or any other applicable jurisdiction;
4. you are creating the Account for yourself;
5. you are or identify as a woman;
6. you are responsible for all activities that occur under your Account;
7. all registration information (the "Registration Data") you submit is truthful, accurate, and complete information;
8. you will monitor your Account to restrict its use by unauthorized users and not share your Account or password with anyone;
9. you will notify Uplevyl immediately of any unauthorized use of your password or any other breach of the security of your Account;
10. you will exit from or log out of your Account at the end of each session;
11. you will not create an Account using a false identity or alias or if you previously have been banned from using any of the Services;
12. you will not maintain more than one Account at any given time;
13. you will comply with this Agreement and all applicable local, state, national and international laws, rules, and regulations; and
14. you have never been convicted of or pled no contest to a felony, a sex crime, or any crime involving violence, and that you are not required to register as a sex offender with any state, federal, or local sex offender registry.
IF YOU ARE UNABLE TO REPRESENT AND WARRANT ANY OF THE ABOVE- LISTED REQUIREMENTS, YOU SHOULD NOT APPLY FOR A MEMBERSHIP. SHOULD APPLICABLE LAW NOT PERMIT THE FOREGOING REQUIREMENTS, THEN THE REQUIREMENTS SHALL BE MODIFIED TO THE MINIMUM EXTENT REQUIRED BY APPLICABLE LAW.
When communicating with our customer care representatives, you agree to be respectful and kind. If we feel that your behavior towards any of our customer care representatives or other employees is at any time threatening, harassing, or offensive, we reserve the right to immediately terminate your Account.

3. FEES AND CANCELLATION
By applying for a Membership, you agree to pay all fees and charges incurred in connection with the Membership you selected. To the maximum extent permitted by applicable law, all Memberships are not cancellable during the appliable subscription period and are not refundable. No refunds for any fees will be granted, unless required by applicable law.

The Membership is a subscription. At the conclusion of your initial 12 month subscription, your subscription will automatically renew for successive 12 month subscription period, and we will automatically bill you for the fees applicable to the renewal. We will notify you via the App or send you an email notification (using the email associated with the Account) regarding your renewal prior to your renewal date.

You must terminate your Membership by canceling through the Account Settings within your Account prior to the end of your current subscription period and follow the instructions to cancel your Membership, even if you have otherwise deleted your Account with us or deleted the App from your device. Deleting your Account or deleting the App from your device does not cancel your Membership subscription. If your Membership has renewed for the next subscription period, you may not cancel it until the end of that subscription period.If you cancel your Membership, you may use your Membership until the end of your then-current subscription period, and your Membership will not be renewed after your then-current subscription period expires. Some jurisdictions have mandatory laws applicable to cancellation rights, and this paragraph is not intended to override such laws.

Notice to California Members:You may cancel your Membership subscription, without penalty or obligation, at any time prior to midnight of the third business day following the date you subscribed. If you subscribed using your Apple ID, refunds are handled by Apple, not Uplevyl. If you wish to request a refund, please visit https://getsupport.apple.com. If you subscribed using your Google Play Store account, please contact customer support.

All prices are shown in U.S. dollars. Prices for our Services are subject to change at any time in Uplevyl’s sole discretion. Uplevyl is also free to introduce new fees and charges in relation to any Services at any time. If you are an existing Member, we will use commercially reasonable efforts to notify you of any pricing changes related to your current, active subscription via email. Otherwise, pricing changes will be posted on the Site.

All prices and fees are exclusive of any applicable sales, use, value added tax and any other tax or duty which (where applicable) must be added to the price payable. You agree to pay any appliable taxes on your Membership.
Purchase of a Membership must be for your personal use only. Transfer of Membership to other persons is prohibited.
All payments shall be made via credit card. You represent and warrant that you will not use a credit card unless you have all necessary legal authorization to do so. We are not responsible for any unauthorized amounts billed to your credit card by a third party. You may edit your payment method information by logging in to your Account and going to “Settings”.
Credit card payment processing services are provided by [INSERT] and are subject to the [INSERT terms of service] and the [INSERT] Privacy Policy located here [INSERT LINK] (collectively, the "[INSERT] Services Agreement"). By ordering the Services, you agree to be bound by the [INSERT] Services Agreement, as the same may be modified by [INSERT] from time to time. As a condition to our enabling credit card payment processing services through [INSERT], you agree to provide us accurate and complete information about you, and you authorize us to share any such information with [INSERT], as well as transaction information related to your use of the payment processing services provided by [INSERT]. In all cases, standard credit card or other third party processing fees apply in addition to the fees for the Services. We are not responsible for the performance of any third party credit card processing or third party payment services.
If you do not make your payments when due, we may suspend or terminate your Account and your access to the Services. If you initiate a chargeback or otherwise reverse a payment made with your payment method, Uplevyl may terminate your account immediately in its sole discretion.
If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not edit your payment method information or cancel your subscription, you remain responsible for any uncollected amounts and authorize us to continue billing the payment method, as it may be updated. This may result in a change to your payment billing dates. In addition, you authorize us to obtain updated or replacement expiration dates and card numbers for your credit or debit card as provided by your credit or debit card issuer. The terms of your payment will be based on your payment method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method.

4. TERMINATION
Uplevyl may terminate or suspend these Terms, including your Account and your Membership, if you breach these Terms or if Uplevyl is required to do so by applicable law. You agree that all terminations for cause shall be made in Uplevyl's sole discretion and that Uplevyl shall not be liable to you or any third party for any termination of your Account.
In the event that Uplevyl determines, in its sole discretion, that you have breached any portion of these Terms, or have otherwise demonstrated conducted inappropriate for the App and/or Site, Uplevyl reserves the right to: (a) warn you via email (to the email address you have provided to Uplevyl as part of your Account registration) that you have violated the Terms; (b) delete Your Content and any other information associated with your Account; (c) terminate your Account; (d) terminate your Membership subscription(s); (e) notify and/or send Your Content and any other information associated with your Account to and/or fully cooperate with the proper law enforcement authorities for further action; and/or (f) pursue to any other action which Uplevyl deems to be appropriate.

5. CONTENT
Uplevyl makes available certain Content via the Services. Content is subject to change at any time without notice. All Content provided by us through the Services is for your personal and non-commercial use only. All Content is provided for informational purposes only. No Content is intended to provide financial, legal, tax or other professional advice. The quality of the display of the Content may vary from device to device and may be affected by factors outside of our control, such as your internet connection and geographic location.\

In addition to the Restrictions section of the Terms, and any other terms and conditions related to Content contained in the Terms, the following additional terms shall apply. Content that you upload, post, display, or otherwise submit or provide is referred to as “Your Content”.

• Content that other members upload, post, display, or otherwise submit or provide is referred to as “Member Content”.
• Content that Uplevyl provides, including Content that Uplevyl produces which may include member participation but is not Member Content is ("Uplevyl Content"). Uplevyl Content also includes Third Party Content (as defined in the Third Party Content Provider Terms).
• Content that is not permitted for use with the Services under these Terms is (“Prohibited Content”).

All Your Content and your use of Content, the App, your Membership must be in compliance with Uplevyl's Community Guidelines as may be revised and updated from time to time. A current copy of Uplevyl’s Community Guidelines is available here.

You understand and agree that we have the right but not the obligation to monitor or review any Content. We may delete any Content, in whole or in part, that in our sole judgment violates these Terms or may harm the reputation of Uplevyl.

You hereby agree not to post, display, or otherwise submit or provide any Prohibited Content as part of your use of the Services.

A. YOUR CONTENT
You understand and acknowledge that you are responsible for Your Content. You represent that all Your Content is in compliance with these Terms. You represent and warrant that: (i) You either own fully and outright or otherwise possesses and have obtained all rights, approvals, licenses, consents and permissions as are necessary to provide Your Content and to permit Your Content to be used in accordance with these Terms; (ii) Your Content, and its use in connection with the Services does not infringe, violate or misappropriate any third party’s rights; and (iii) You have complied with all applicable laws and regulations, including those related to data privacy, export control, and transfer of data to and from the United States. You will indemnify, defend hold harmless, and release Uplevyl from and against any and all costs, liabilities, losses, and expenses (including reasonable attorneys’ fees), claims, suits, actions, or proceedings relating to Your Content and/or Uplevyl’s use of Your Content in accordance with these Terms.
You acknowledge that you are providing Your Content voluntarily. By providing Your Content, you grant Uplevyl a worldwide, non-exclusive (except as expressly set forth in this section), perpetual, irrevocable, royalty-free, fully paid-up, sub-licensable, transferable license and right to host, use, edit, truncate, aggregate, reproduce, modify, run, copy, perform (publicly or otherwise), display, distribute, translate, prepare derivative works of, and otherwise fully exploit Your Content. Uplevyl's license to Your Content and Information shall be non-exclusive, except that Uplevyl's license shall be exclusive with respect to derivative works created through use of the Service. For example, Uplevyl would have an exclusive license to screenshots of the Service that include Your Content.
In addition, so that Uplevyl can prevent the use of Your Content outside of the Services by third parties, you authorize Uplevyl with the right (but not the obligation) to act on your behalf with respect to infringing uses of Your Content taken from the Service by other members or third parties. This expressly includes the authority, but not the obligation, to send notices pursuant to 17 U.S.C. § 512(c)(3) (i.e., DMCA Takedown Notices) on your behalf if Your Content is taken and used by third parties outside of the Services.
Except where prohibited by applicable law, by submitting Your Content you are waiving and agreeing not to assert any copyrights or “moral” rights resulting from our use of or alteration to Your Content. Without limitation, we may assign and/or sub-license the above license to our affiliates and successors without any further approval by you. You understand that Your Content will not be confidential, that we are not required to provide attribution to you with respect to our use of Your Content, and that no compensation will be paid to you with respect to Your Content.
If you do not wish to grant us these rights, do not submit Your Content. Despite the rights granted to us herein, we are under no obligation to in any way use, post, store or otherwise make Your Content available, and may delete Your Content at any time.
Do not display any personal contact or banking information on your individual profile page whether in relation to you or any other person (for example, names, home addresses or postcodes, telephone numbers, email addresses, URLs, credit/debit card or other banking details). If you do choose to reveal any personal information about yourself to other members or users of the Services, whether via email or otherwise, it is at your own risk. We encourage you to use the same caution in disclosing details about yourself to third parties online as you would under any other circumstances.
Although Uplevyl is a private community, Your Content will be visible to others - so make sure you are comfortable sharing Your Content before you post. As such, you agree that Your Content may be viewed by others, including, without limitation, other members.

B. MEMBER CONTENT
You understand that the Services may provide you with access to Member Content.
You do not have any rights in relation to Member Content, other than the right to access and view the Member Content via the App or the Site as part of your Membership. You may not use other members’ information, or any Member Content to spam, to harass, stalk or to make unlawful threats.
• You shall not use, modify, or distribute Member Content except as permitted by the functionality of the Services;
• You shall not sell or otherwise commercially exploit any Member Content;
• You shall not create derivative works from Member Content; and You shall use Member Content for lawful purposes only.
We reserve the right to terminate your Account and your Membership without liability to you if we reasonably believe you have violated these obligations.
You acknowledge that Member Content is the sole responsibility of the person who posted the applicable Member Content. We are not responsible for, and we do not endorse, the opinions, advice, suggestions or recommendations posted in any Member Content, and we have no liability in connection with any Member Content. You acknowledge that your use of any Member Content is at your own risk.

C. UPLEVYL'S CONTENT
Any Uplevyl Content, including without limitation, any other text, content, graphics, user interfaces, trademarks, logos, sounds, artwork, and other intellectual property appearing in the Content, on the App, or the Site are owned, controlled, or licensed by us and are protected by copyright, trademark and other intellectual property law rights. All right, title, and interest in and to Uplevyl Content remains with us at all times.

We grant you a non-exclusive, limited, personal, non-transferable, revocable, license to access and use Uplevyl Content, without the right to sublicense, under the following conditions:

• you shall not use, modify, or distribute Uplevyl Content except as permitted by the functionality of the Services;
• you shall not sell or otherwise commercially exploit any Uplevyl Content;
• you shall not use our name in metatags, keywords and/or hidden texts;
• you shall not create derivative works from Uplevyl Content; and
• you shall use Uplevyl Content for lawful purposes only. Any and all applicable rights not explicitly mentioned are hereby reserved by Uplevyl.

D. PROHIBITED CONTENT
Uplevyl strives to provide its members with a platform to meet, empower, and communicate with other members in their communities. In order to keep Uplevyl on track with its mission, certain Content is prohibited. Please note that Uplevyl has a zero-tolerance policy for posting Prohibited Content. By agreeing to these Terms, you agree and warrant that you will refrain from posting the following Prohibited Content:

• Any Content that contains language or imagery which could be deemed offensive or is likely to harass, upset, embarrass, alarm or annoy any other person (including for example and without limitation, language that could be deemed discriminatory towards an individual's race, color, ethnicity, national origin, religion, disability, sexual orientation, gender expression, gender identity, or physical appearance);

• Any Content that is obscene, pornographic, violent or otherwise may offend human dignity (including for example and without limitation, language that could be deemed discriminatory towards an individual's race, color, ethnicity, national origin, religion, disability, sexual orientation, gender expression, gender identity or physical appearance);

• Any Content that is abusive, insulting or threatening, discriminatory or which promotes or encourages racism, sexism, hatred or bigotry (including for example and without limitation, language that could be deemed discriminatory towards an individual's race, color, ethnicity, national origin, religion, disability, sexual orientation, gender expression, gender identity or physical appearance);

• Any Content encourages any illegal activity including, without limitation, terrorism, inciting racial hatred or the submission of which in itself constitutes committing a criminal offense;

• Any Content that is defamatory or libelous;

• Any Content that relates to commercial activities (including, without limitation, sales, competitions and advertising, links to other websites or premium line telephone numbers);

• Any Content that involves the transmission of "junk" mail or "spam";

• Any Content contains any spyware, adware, viruses, corrupt files, worm programs or other malicious code designed to interrupt, damage or limit the functionality of or disrupt any software, hardware, telecommunications, networks, servers or other equipment, Trojan horse or any other material designed to damage, interfere with, wrongly intercept or expropriate any data or personal information whether from Uplevyl or otherwise;

• Any Content contains any spyware, adware, viruses, corrupt files, worm programs or other malicious code designed to interrupt, damage or limit the functionality of or disrupt any software, hardware, telecommunications, networks, servers or other equipment, Trojan horse or any other material designed to damage, interfere with, wrongly intercept or expropriate any data or personal information whether from Uplevyl or otherwise;

• Any Content involving, directly or indirectly another person which was created or distributed without that person's consent; Any Content that is harmful to minors; or

• Any Content that impersonates any other person, including falsely stating your name. If you believe there is Prohibited Content located anywhere on the App, please notify Uplevyl by contacting us here [INSERT].

6. INTERACTION WITH OTHER MEMBERS
Uplevyl is not responsible for the conduct of any member or third party, as a part of the Services or separate therefrom. You agree to use caution in all interactions with other members, particularly if you decide to communicate outside of the Services or meet in person. If you find that another Member has violated these Terms, please report the Member to Uplevyl by contacting us here [INSERT].

7. DATA COLLECTION, USE, STORAGE AND DELETION
You agree that Uplevyl may collect, store, and use data and information, including but not limited to information that You provided in the intake form and registration materials, data and information that may be collected through the use of Services, and information about your device, system, and software, that may be periodically gathered to facilitate software updates, product support, and other services to You and of other Users relating to the Services and your use of the Services. Uplevyl may use this information in any form that does not personally identify You to improve its products, services, and technology. To the extent that this information does include personal information, Uplevyl may use this information in accordance with Uplevyl’s Privacy Policy. You agree that Uplevyl may access, preserve and disclose your Account information and Your Content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary, such as to: (i) comply with legal process; (ii) enforce this Agreement; (iii) respond to claims that any Content violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property or personal safety of the Company or any other person.

8. MODIFICATIONS TO THE TERMS
We may modify these Terms in accordance with Section 1 of the Terms and Conditions. If you have a valid Membership and do not agree with a modification to these Terms, you must notify us in writing within thirty (30) days after we send notice of the revision. If you give us this notice, then your Membership will continue to be governed by the terms and conditions of the Terms prior to modification until your next renewal date, after which the current terms posted on the Site will apply. However, if we can no longer reasonably provide the Membership to you under the terms prior to modification (for example, if the modifications are required by law or result from general product changes), then the Terms and/or affected Services will terminate upon our notice to you and we will promptly refund any prepaid but unused fees covering use of the Services after termination.

These App Terms apply only if you access, use, or download the App.

By creating downloading, accessing, or using the App, You agree to be bound by all the Terms, including: (1) these App Terms, (2) the Membership Terms, (3) the Third Party Content Creator Terms (if applicable as described below) (4) the Terms and Conditions, (5) our Privacy Policy, Arbitration Procedures, and Community Guidelines, and (6) any Additional Terms disclosed to you if you purchase or have purchased certain Services we offer.

If you create an Account and/or purchase a Membership subscription, the Membership Terms apply in addition to these App Terms.

If you are a Third Party Content Creator, the Third Party Content Creator Terms apply in addition to these App Terms.

If you do not accept and agree to be bound by all of the Terms, do not download the App.

APP STORES
You acknowledge and agree that the availability of the App and the Services is dependent on the third party from whom you received the App license, e.g., the Apple App Store or Google Play (each, an "App Store"). You acknowledge that these Terms are between you and Uplevyl and not with the App Store. Uplevyl, not the App Store, is solely responsible for the Services, including the App, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance, or intellectual property infringement). In order to use the App, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Services, including the App. You agree to comply with, and your license to use the App is conditioned upon your compliance with all terms of agreement imposed by the applicable App Store when using any Services, including the App. You acknowledge that the App Store (and its subsidiaries) are third party beneficiaries of these Terms and will have the right to enforce it.

PURCHASES
From time to time, Uplevyl may offer products and services for purchase ("in-app purchases") through the App Store, Google Play Store, carrier billing, Uplevyl direct billing or other payment platforms authorized by Uplevyl. If you choose to make an in- app purchase, you will be prompted to confirm your purchase with the applicable payment provider, and your method of payment (be it your card or a third party account such as Google Play Store or the App Store) will be charged at the prices displayed to you for the service(s) you've selected as well as any sales or similar taxes that may be imposed on your payments, and you authorize Uplevyl or the third party account, as applicable, to charge you.

iOS APP STORE ADDITIONAL TERMS
The following applies to any the App and any Services accessed through or downloaded from the Apple App Store (collectively the “App Store Source Application”):

1. You acknowledge and agree that (i) these Terms is concluded between you and Uplevyl only, and not Apple, and (ii) Uplevyl, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
2. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
3. In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Uplevyl and Apple, any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Uplevyl.
4. You and Uplevyl acknowledge that, as between Uplevyl and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
5. You and Uplevyl acknowledge that, as between Uplevyl and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
6. You and Uplevyl acknowledge and agree that Apple, and Apple's subsidiaries, are third party beneficiaries of these Terms as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the App Store Sourced Application against you as a third party beneficiary thereof.
7. Without limiting any other terms of these Terms, you must comply with all applicable third party terms of agreement when using the App Store Sourced Application.

GOOGLE PLAY STORE ADDITIONAL TERMS
Uplevyl may use the Google Places API(s) for location searches. Pursuant to the Google Maps APIs Terms of Service, use of this location feature is subject to Google's Privacy Policy. In addition, any use of a Google Play Store Application shall be subject to both the Google Terms of Service and Google Privacy Policy, and such agreements are incorporated into this the Terms by reference

APP END USER LICENSE AGREEMENT
(“License Agreement”) Subject to your compliance with this License Agreement, the Terms applicable to the Services, and your payment of all applicable fees, Uplevyl grants you a limited, non- exclusive, and nontransferable license to: download, install, and use the App for your personal, non-commercial use on mobile device(s) owned or otherwise controlled by you ("Mobile Device") strictly in accordance with the App's documentation and with Apple Media Services' Terms and Conditions (https://www.apple.com/legal/internet- services/itunes/us/terms.html); and access, stream, download, and use on such Mobile Device the Services made available in or otherwise accessible through the App, strictly in accordance with this License Agreement, and the Terms applicable to the Services.

You hereby agree that you shall not: copy the App, except as expressly permitted by this license; modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the App; reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the App or any part thereof; remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the App, including any copy thereof; rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the App, or any features or functionality of the App, to any third party for any reason, including by making the App available on a network where it is capable of being accessed by more than one device at any time; remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the App; or use the App in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems.
You acknowledge and agree that the App is provided under license, and not sold, to you. You do not acquire any ownership interest in the App under this License Agreement, or any other rights thereto other than to use the App in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this License Agreement. Uplevyl and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the App, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this License Agreement.

You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the App in any medium, including without limitation by any automated or non-automated "scraping"; (ii) deciphering, decompiling, disassembling, reverse engineering or otherwise attempting to derive any source code or underlying ideas or algorithms of any part of the App; (iii) using any automated system, including without limitation "robots," "spiders," "offline readers," etc.; (iv) transmitting spam, chain letters, or other unsolicited email; (v) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the App; (vi) uploading invalid data, viruses, worms, or other software agents through the App (by breaching this provision you would commit a criminal offense under the Computer Misuse Act 1990); (vii) collecting or harvesting any personally identifiable information, including account names, from the App; (viii) using the App for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity, or creating a username that is vulgar or obscene (as determined in the Company's sole discretion); (x) interfering with the proper working of the App; (xi) accessing any content on the App through any technology or means other than those provided or authorized by the App; or (xii) bypassing the measure we may use to prevent or restrict use or copying of any content or enforce limitations on use of the App or the content therein.

You acknowledge that when you download, install, or use the App, Uplevyl may use automatic means (including, for example, cookies and web beacons) to collect information about your Mobile Device and about your use of the App. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the App or certain of its features or functionality. All information we collect through or in connection with this App is subject to our Privacy Policy. By downloading, installing, using, and providing information to or through this App, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

You may choose to, or we may invite you to submit comments or ideas about the App, including without limitation about how to improve the App or our products ("Ideas"). By submitting any Idea, you agree that your disclosure will not place Uplevyl under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Uplevyl does not waive any rights to use similar or related ideas previously known to Uplevyl, or developed by its employees, or obtained from sources other than you.

Uplevyl may from time to time in its sole discretion develop and provide App updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that Uplevyl has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the internet either: the App will automatically download and install all available Updates; or you may receive notice of or be prompted to download and install available Updates.

You shall promptly download and install all Updates and acknowledge and agree that the App or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the App and be subject to all terms and conditions of this License Agreement.

THIRD PARTY CONTENT CREATOR TERMS

Last Updated: November 10, 2022

Uplevyl may extend to you the invitation to create Third Party Content (defined below) for use with the Services. Third Party Content is not Your Content.These Third Party Content Creator Terms apply only if you are a Third Party Content Creator.

By accepting an invitation to be a Third Party Content Creator or by providing Third Party Content to Uplevyl, You agree to be bound by all the Terms, including: (1) these Third Party Content Creator Terms, (2) the Membership Terms (if applicable as described below), (3) the App Terms (if applicable as described below) (4) the Terms and Conditions, (5) our Privacy Policy, Arbitration Procedures, and Community Guidelines, and (6) any Additional Terms disclosed to you if you purchase or have purchased certain Services we offer.

If you create an Account and/or purchase a Membership subscription, the Membership Terms apply in addition to these Third Party Content Creator Terms.

If you download, use, or otherwise access the App, the App Terms apply in addition to these Third Party Content Creator Terms.

If you do not accept and agree to be bound by all of the Terms, do not agree to be a Third Party Content Creator or provide Third Party Content to Uplevyl.

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you hereby agree as follows:

DEFINITONS
"ASSIGNS" means a person or any company to whom Producer has assigned or licensed rights under this release as well as the licensees of any such person or company.
“MEDIA”means all media including digital, electronic, print, television, film, radio and other media now known or ever to be invented anywhere in the universe.
“PRODUCER” means photographer, illustrator, filmmaker or cinematographer, or any other person or entity photographing or recording you.
“RECORDING”means a photographic, film or recording session, and includes all photographs, film, audio, video, or other recordings, writings, or testimonials on any other medium, still or moving, resulting from such session.
“THIRD PARTY CONTENT” means all Recordings, Content derived from such Recording as well as any other Content, including without limitation, any articles, testimonials, presentations, and any other works of authorship that is (a) created by or on behalf of Uplevyl, (b) created by You and provided to Uplevyl pursuant to an invitation or agreement to provide Third Party Content, or (c) created by a Producer on your behalf or on Uplevyl’s behalf pursuant to an invitation or agreement to provide Third Party Content.

AUTHORIZATION
You hereby authorize Uplevyl directly or indirectly to: (i) create and use Third Party Content without fee, compensation, or royalties anywhere in the universe, in all Media, (ii) use your name, likeness, voice and biographical material in connection with the Third Party Content and to promote or exploit the same or any other works based upon them, (iii) exhibit or distribute such Third Party Content throughout the world in any manner whatsoever, in whole or in part, without restrictions or limitation for any purpose for which Uplevyl desires or deems appropriate, including, without limitation, as part of the Services, in any and all news, commercial, promotional, packaging for any product or service, advertising, artistic, humorous, satirical, trade, or other purposes, in any medium (including the right to use your name, if Uplevyl, its Assigns or successors so desires) and (iv) to copyright the same in its name or any other name that it may choose. Without limiting any of the foregoing, you understand, acknowledge and agree that the Third Party Content may be combined with other images, text, graphics, film, audio, audio-visual works; and may be cropped, altered or modified. All references to “you” in these Third Party Content Creator Terms include your name, appearance, likeness and voice.

You hereby authorize Uplevyl directly or indirectly to: (i) create and use Third Party Content without fee, compensation, or royalties anywhere in the universe, in all Media, (ii) use your name, likeness, voice and biographical material in connection with the Third Party Content and to promote or exploit the same or any other works based upon them, (iii) exhibit or distribute such Third Party Content throughout the world in any manner whatsoever, in whole or in part, without restrictions or limitation for any purpose for which Uplevyl desires or deems appropriate, including, without limitation, as part of the Services, in any and all news, commercial, promotional, packaging for any product or service, advertising, artistic, humorous, satirical, trade, or other purposes, in any medium (including the right to use your name, if Uplevyl, its Assigns or successors so desires) and (iv) to copyright the same in its name or any other name that it may choose. Without limiting any of the foregoing, you understand, acknowledge and agree that the Third Party Content may be combined with other images, text, graphics, film, audio, audio-visual works; and may be cropped, altered or modified. All references to “you” in these Third Party Content Creator Terms include your name, appearance, likeness and voice.

You represent and warrant that you have the right to grant Uplevyl the above-mentioned rights without obtaining the permission of, or making any payments to, any third party or entity.

To the extent that you (or any Producer acting on your behalf) provides any Third Party Content that includes any other person, you represent and warrant that you will have all such person(s) agree to be bound by these Terms or execute legally binding terms at least as protective of Uplevyl as these Terms.

You understand that, unless otherwise expressly agreed to by you and Uplevyl in writing, nothing contained in this section shall constitute any obligation by Uplevyl to make use of any Third Party Content.

RELEASE
In connection with the foregoing authorization, you hereby release Uplevyl, its successors and Assigns and their respective employees, shareholders, officers, directors and contractors from and against any and all present and future claims for compensation or remuneration as a result of the Third Party Content, Uplevyl’s use of the Third Party Content in accordance with the authorization set forth above, or as a result of your image or likeness (actual or distorted) having been filmed, photographed and/or voice having been used in accordance with the authorization set forth above.

You further release and discharge Uplevyl, its successors and Assigns and their respective employees, shareholders, officers, directors and contractors from and against any and all claims and demands, including, without limitation, any claims for defamation or invasion of privacy, and waives and forgoes any and all legal or equitable actions arising out of in connection with the use of the Third Party Content (including, without limitation, film, photograph and or sound).

You acknowledge that to the best of your knowledge the Third Party Content and your appearance described above shall not constitute a performance and that you shall not be entitled to any compensation for such appearance, nor to any guild or union payments for the use or re-use of such appearance.

You, as well as the your successors, licensees and assigns, hereby release, discharge and hold Uplevyl harmless from, and covenant not to sue Uplevyl for, any claim or cause of action, whether known or unknown, for libel, slander, invasion of right of privacy, publicity or personality, or any other claim or cause of action, based upon or relating to the authorized use of the Third Party Content, video, film, photograph and/or sound recording or the exercise of any of the rights referred to herein.

You acknowledge and agrees that the rights granted to Uplevyl, and your releases contained in these Third Party Content Creator Terms, are irrevocable, worldwide and perpetual. This consent, release, and rights contained in this section shall survive and continue, even after your relationship with Uplevyl has ended.

OWNERSHIP
You covenant, agree and acknowledge that Uplevyl is the owner of the Third Party Content and any derivative thereof, the copyrights pertaining thereto and any and all other rights, benefits or privileges arising there from now and hereafter without limitations. Accordingly, you assign all of your rights, title and interests in and to the Third Party Content to Uplevyl and further agrees to provide any reasonable cooperation necessary, at Uplevyl’s expense, to complete this assignment of rights.

LEGAL AGE
You represent and warrants that you are of full legal age (at least 18 years of age) and have the full legal capacity to execute this release. You agree and acknowledge that you have read this release and these Terms, and that Uplevyl has, is and will be relying on these Terms.

NO INJUNCTIVE RELIEF
You acknowledge that, in the event of any breach by Uplevyl or any third party of these Third Party Content Creator Terms, you will not seek injunctive relief. You acknowledge and agree that rights and remedies in such event will be strictly limited to the right, if any, to recover damages in an action at law, and you will have neither the right to rescind or terminate these Third Party Content Creator Terms or any of Uplevyl’s rights hereunder, nor the right to enjoin the production, exhibition, or other exploitation of the Third Party Content or any derivative thereof.