UPDATER INC. BUSINESS PLATFORM TERMS OF USE

Updated September 20, 2018

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SERVICES OFFERED BY UPDATER INC. ("UPDATER"), A DELAWARE CORPORATION. THESE TERMS OF USE SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF ANY UPDATER API OR MARKETING INTERFACE OR CONNECTION INTO THE UPDATER PLATFORM (COLLECTIVELY, THE "API") AND THE RELATED SERVICES, FEATURES, CONTENT, APPLICATIONS OR WIDGETS OFFERED BY UPDATER (COLLECTIVELY, THE "SERVICE").

Acceptance of Terms

By registering for and/or using the Service in any manner, you agree to all of the terms and conditions contained herein (the "Terms of Use"), which also incorporate Updater’s Privacy Policy, any applicable Updater API License Agreement. Updater reserves the right, at its sole discretion, to modify or replace any of these Terms of Use, or change, suspend, or discontinue the Service at any time by posting a notice or by sending you notice via email.

Access

Subject to these Terms of Use, Updater may provide the Services, as may be described in more detail in an applicable API License Agreement, solely for your own use, and not for the use or benefit of any third party.

Content

All content submitted into the Updater platform (“Content”), whether publicly posted or privately transmitted, is the sole responsibility of the party who originated such Content. You acknowledge that you are solely responsible and liable for any damage or loss to Updater resulting from Content that you generate and transmit. Updater will not be liable for any errors or omissions in any Content.

Updater does not guarantee that any Content will be made available on the Updater platform. Updater reserves the right to remove, suspend, edit or modify any Content in its sole discretion, without notice to you and for any reason (including, but not limited to, receipt of complaints or concerns or violations of these Terms of Use), or for no reason at all.

Updater may use your Content in a number of different ways in connection with its platform as Updater may determine in its sole discretion, including but not limited to, publicly displaying it, reformatting it, incorporating it into marketing materials, advertisements and other works, creating derivative works from it. You hereby do and shall grant Updater a worldwide, non-exclusive, royalty-free, fully paid, sublicensable and transferable license to use, copy, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the Content in connection with the Updater platform. For clarity, the foregoing license grant to Updater does not affect your other ownership or rights in your Content.

Rules and Conduct

As a condition of use, you promise not to use the Service for any purpose that is prohibited by these Terms of Use. You are responsible for all of your activity in connection with the Service. Additionally, you shall abide by all applicable local, state, national and international laws and regulations and, if you represent a business, any advertising, marketing, privacy, or other self-regulatory code(s) applicable to your industry.

By way of example, and not as a limitation, you shall not either (a) take any action or (b) distribute any Content on or through the Updater platform that:

  • infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty,
  • you know is false, misleading, untruthful or inaccurate,
  • impersonates any person or entity.

Termination

Updater may terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately. Any fees paid hereunder are non-refundable. All provisions of these Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Indemnification

You shall defend, indemnify, and hold harmless Updater, its affiliates and each of its and its affiliates' employees, contractors, directors, suppliers and representatives from all losses, costs, actions, claims, damages, expenses (including reasonable legal costs) or liabilities, that arise from or relate to your use or misuse of the Updater platform, the API or the Service.

Updater shall indemnify and hold you harmless from any and all third party claims, damages, liability, costs and fees (including reasonable attorneys’ fees) arising from a claim that alleges that the API or the Updater Platform violates or infringes the intellectual property rights of another party.

LIABILITY LIMITATION

EXCEPT A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL A PARTY BE LIABLE TO THE OTHER PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR (1) ANY LOST PROFITS OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE A PARTY’S PROPRIETARY DATA OR (2) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF THE PREVIOUS TWELVE (12) MONTHS OF FEES PAID, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE.

THE UPDATER PLATFORM, API, AND/OR APPLICABLE SERVICE, IS PROVIDED "AS IS", "AS AVAILABLE" AND ARE PROVIDED WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, SAVE TO THE EXTENT REQUIRED BY LAW.

UPDATER, AND ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR (C) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS.

Governing Law

A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and Updater agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

These Terms of Use shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of law rules, and the United States of America. For all purposes of these Terms of Use, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in the Southern District of New York. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of these Terms of Use, including without limitation, this section. If you are accepting these Terms of Use on behalf of a United States federal government entity that is legally unable to accept the controlling law, jurisdiction or venue clauses above, then those clauses do not apply to you but instead these Terms and any action related thereto will be will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of New York (excluding choice of law).

Contact Updater

Updater Inc. is located at 19 Union Square West, 12th Floor, New York, NY 10003.