Upsourcemedia, Inc. Terms of Use
These Terms of Use (“Terms”) govern the use of the UPSOURCE MEDIA L.L.C.. website, including upsourcemedia.com and any web page that is a part of the sites (collectively “Sites”), and your use of web-based services available on the Sites (collectively “Services”). PLEASE READ THE TERMS CAREFULLY AS THEY CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND UPSOURCE MEDIA L.L.C.
ACCEPTANCE OF TERMS
Your use of the Sites, including visiting any page that is a part of the Sites or any mobile version of these Sites, and your use of our Services available through the Sites, constitutes your acceptance of these Terms. You understand and acknowledge that your use of the Sites and Services is conditioned on your acceptance of the terms of this Agreement. You agree to use the Sites and Services solely in accordance and compliance with the Terms. The Services that Upsourcemdia makes available may also be governed by additional terms or agreements, which shall prevail over the Terms in the event of a discrepancy.
IF YOU DO NOT AGREE TO THE TERMS, DO NOT USE THE SITES OR VISIT ANY PAGE THAT IS A PART OF THE SITES OR USE ANY SERVICES AVAILABLE THROUGH THE SITES. THIS AGREEMENT CONTAINS DISCLAIMERS AND LIMITATIONS OF WARRANTIES AND LIABILITIES AND PROVISIONS REGARDING WHERE A LAWSUIT MAY BE BROUGHT.
THIS AGREEMENT CONTAINS A BINDING INDIVIDUAL ARBITRATION PROVISION IN PARAGRAPH 17 THAT AFFECTS YOUR RIGHTS TO SUE UNDER THIS AGREEMENT.
AMENDMENTS TO TERMS OF USE
Upsourcemdia may modify and amend the Terms in any manner at any time by posting a change notice on the Sites, posting the new or revised Terms on the Sites and, if you have registered for an account with us, emailing you at the address we have for you in our records. Your continued use of the Sites, or the Services available at the Sites, constitutes your prior acceptance of any such amendment and the most current version of the Terms posted on the Sites. We encourage you to visit the Sites regularly to check on any updates or revisions to these Terms.
INTELLECTUAL PROPERTY RIGHTS
Except for User Submissions, as defined in Section 7 below, all of the content, arrangement and layout of the Sites and Services, including, but not limited to, any trademarks, service marks, product names, package designs, text, art work, graphics, images, buttons, screen shots, music, digitally downloadable files, and other content or copyrightable material, and the compilation of the foregoing (collectively, the “Content”) are the sole and exclusive property of Upsourcemdia. The Sites and Services also contain valuable trademarks and service marks owned and used by Upsourcemdia (“Upsourcemdia Marks”), which distinguish Upsourcemdia quality services. Any unauthorized use of the Content or Upsourcemdia Marks is strictly prohibited and may violate civil or criminal laws, including, but not limited to, copyright laws, trademark laws, and the laws of privacy and publicity.
USE OF SITES AND SERVICES
You are hereby granted a limited, non-exclusive, revocable permission to access and use the Sites and Services and the Content for your personal, noncommercial use, subject to these Terms. Upsourcemdia can revoke this permission at any time with or without cause and with or without notice. You shall not use, copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit the Sites or Services or the Content for any other purposes whatsoever without the prior written consent of Upsourcemdia. If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein. You further agree not to circumvent, disable or otherwise interfere with security related features of the Sites or Services or features that prevent or restrict the use or the copying of any Content. You further agree not to display or use any Content in any manner that is likely to cause confusion among consumers, that disparages or discredits Upsourcemdia, that dilutes the strength of Upsourcemdia trademarks, or that otherwise infringes Upsourcemdia intellectual property rights.
You may not use any deep-link, page-scrape, spider, robot, crawl, index, Internet agent, or other automatic device, program, algorithm or technology which does the same things, to use, access, copy, acquire information, generate impressions, input information, store information, search, generate searches, or monitor any portion of the Sites.
Upsourcemdia reserves all rights not expressly granted in and to the Sites, Services and Content.
PRIVACY AND PERSONAL INFORMATION
You may be asked to provide certain personal information in connection with setting up user accounts or using other features offered on the Sites and Services. Upsourcemdia is committed to protecting the privacy of the personal information you provide to us. Any information submitted on the Sites or through the Services is subject to and governed by our Privacy Policy, available at https://upsourcemedia.com/privacy-policy-2/, the terms of which are incorporated herein. Please review our Privacy Policy to understand our practices.
USER ACCOUNTS
To access certain features on the Sites and to use the Services, you must register and establish an account with us. When creating your account, you must provide accurate and complete information. You are solely responsible for (i) maintaining the security and confidentiality of your account and your account password; (ii) restricting access to your computer and your account; and (iii) keeping your email address listed on your account current. You are solely responsible and liable for all activities that occur under your account or your account password. You must notify Upsourcemdia immediately of any breach of security or unauthorized use of your account. Upsourcemdia may suspend access or change access to your account if we discover that your password has been lost, stolen, or otherwise compromised.
You acknowledge and agree that Upsourcemdia may access, preserve, and disclose your account information, all Content submitted by you, all communications to and from you, all information relating to your use of the Sites and Services, and all information relating to the use of the Sites and Services (collectively “User Communications”) under your account or account password if Upsourcemdia is required to do so by law or legal process or if Upsourcemdia determines, in its sole discretion, that such action is necessary to protect the rights of Upsourcemdia, third parties, and other users of the Sites or Services, or for purposes of administering transactions through the Sites or Services or responding to your request for customer service. You further acknowledge and agree that Upsourcemdia has the right (but not the obligation) to monitor and review your use of the Sites and Services and all of your User Communications.
Upsourcemdia may terminate your account if we believe, using our sole discretion, that you have violated any of these Terms or any law.
USER SUBMISSIONS
The Sites and/or Services may now or in the future permit the submission of text, photos, audio files, videos or other communications submitted by you and other users (“User Submissions”) and the hosting, sharing, and/or publishing of such User Submissions. Upsourcemdia does not guarantee any confidentiality with respect to any User Submissions, whether or not such User Submissions are posted or otherwise published on the Sites, Services or elsewhere. You acknowledge and agree that Upsourcemdia may publish your name and User Submission on the Sites, Services or in any other media or format, including, but not limited to, in press releases or media items.
You retain all of your ownership rights in your User Submissions. By submitting the User Submissions to Upsourcemdia, however, you hereby grant Upsourcemdia a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions in connection with the Sites and Services and in any other media or formats, whether now known or hereafter developed, and for any purpose, including, without limitation, the advertising and promotion of the Upsourcemdia (and its successor’s) business and the Sites and Services. You also hereby grant each recipient of any User Submission a non-exclusive license to access your User Submissions through the Sites and Services, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions as permitted through the functionality of the Sites and Services and under these Terms.
When using this Site and/or the Services, you agree to abide by common standards of etiquette and act in accordance with the law. For example, you agree that any User Submission you provide shall comply with the following rules (“Posting Rules”):
- User Submissions shall not include any material that is protected copyright, trademark, trade secret, or patent, or is otherwise subject to third-party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant Upsourcemdia all of the license rights granted herein.
- User Submissions shall not contain any false or misleading statements or any misrepresentations of any nature, or false or fictitious names, and or in any way attempt to impersonate another person.
- User Submissions shall not contain material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate.
- User Submission shall not contain any advertisements for any business or solicitations of business.
This list of prohibitions provides examples and is not complete or exclusive. Upsourcemdia does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and Upsourcemdia expressly disclaims any and all liability in connection with User Submissions. Upsourcemdia reserves the right, at its sole discretion, but is not obligated, to monitor any and all User Submissions, messages, postings, or other content sent to the Sites and/or Services, and reserves the right to remove, modify, delete or to refuse to post any User Submission or anything else that Upsourcemdia in its sole discretion views to be in violation of these Posting Rules, the law, or is otherwise inappropriate. Upsourcemdia may also terminate a user’s access or account for uploading material in violation of these Posting Rules or the Terms at any time, without prior notice and at its sole discretion. In addition, you agree that you will not email any of your User Submissions or links to your User Submissions to individuals with whom you are not acquainted.
You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. You represent and warrant that: (i) your User Submissions do not violate any copyright, trademark, trade secret, patent or other intellectual property right, or any right of privacy or publicity of any third-party, or any applicable law, rule or regulation, or any of the Posting Rules; (ii) you own or have the necessary licenses, rights, consents, and permissions to use and authorize Upsourcemdia to post, publish, reproduce, display and otherwise exercise all rights in your User Submissions, including, but not limited to, the written consent, release, and/or permission of each and every identifiable individual person featured or referenced in the User Submission to use their name, voice, likeness or any other applicable personal rights of any kind.
DMCA NOTICE
If you are a copyright owner or an agent thereof and believe any Site Information or User-Generated Content infringes upon your copyrights, you may submit a notification of claimed infringement under the Digital Millennium Copyright Act (“DMCA”) by providing notice to our Designated Copyright Agent (“Designated Copyright Agent”) containing the following information:
(i) A physical or electronic signature of a person authorized to act on behalf of the owner of a copyright that is allegedly infringed;
(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit us to locate the material;
(iv) Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address;
(v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Upsourcemdia’s Designated Copyright Agent to receive notifications of claimed infringement is:
Attn: Anthony L May III, Co-CEO
Designated Copyright Agent
info@upsourcemedia.com
313 N River Ave, Holland, MI 49424
Please send only DMCA notices to our Designated Copyright Agent. You acknowledge that if you fail to comply with all of the above requirements of this Section 8, your DMCA notice may not be valid. Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
SECURITY
You shall not violate or attempt to violate the security of the Sites or Services. Violations of system or network security may result in civil or criminal liability. Upsourcemdia reserves the right to investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who have participated in such violations.
WARRANTY DISCLAIMER
YOU AGREE THAT YOUR USE OF THE SITES AND SERVICES SHALL BE AT YOUR SOLE RISK. THE SITES ARE PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS, AND TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, UPSOURCEMDIA DISCLAIMS ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO THE SITES OR SERVICES, INCLUDING WITHOUT LIMITATION, THE MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. UPSOURCEMDIA MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITES’ CONTENT, THE SERVICES, OR THE CONTENT OF ANY SITES LINKED TO OUR SITES AND SERVICES AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITES AND/OR SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SITES AND/OR SERVICES; OR (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SITES OR SERVICES BY ANY THIRD-PARTY.
THIRD-PARTY PRODUCTS AND LINKS
The Sites and Services may from time to time show or refer to third-party products and services, or provide links to third-party websites. The Sites or Services may also contain references to other company brand and product names (“Third-Party Marks”). Any use of such Third-Party Marks is for identification purposes only and may be the trademarks of their respective owners. Their use is not intended to be any indication of sponsorship, affiliation or endorsement by such third-party owners.
If you decide to access any of the third-party websites linked to from the Sites or the Services, you do so entirely at your own risk and you agree to follow the privacy policies and terms and conditions for those third-party websites. Certain areas of the Sites or Services may allow you to interact and/or conduct transactions with one or more third-party websites, and, if applicable, allow you to configure your privacy settings in that third-party website account to permit your activities on the Sites and/or Services to be shared with your contacts in your third-party site account.
UPSOURCEMDIA DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD-PARTY THROUGH THE SITES, SERVICES OR ANY HYPERLINKED SITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING. UPSOURCEMDIA WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
LIMITATION OF LIABILITY
IN NO EVENT SHALL UPSOURCEMDIA, ITS AFFILIATES, FRANCHISEES, AND EACH OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS (“UPSOURCEMDIA PARTIES”), BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY ACCESS TO OR USE OF OUR SITES OR SERVICES OR ANY CONTENT POSTED THEREON, ANY ERRORS, MISTAKES, OR INACCURACIES OF CONTENT OR USER SUBMISSIONS, ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN, ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SITES OR SERVICES, ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SITES OR SERVICES BY ANY THIRD-PARTY, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
YOU SPECIFICALLY ACKNOWLEDGE THAT UPSOURCEMDIA SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD-PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
INDEMNIFICATION
You agree to defend, indemnify and hold harmless the Upsourcemdia Parties from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Sites and/or Services; (ii) your violation of these Terms; (iii) your violation of any third-party right, including without limitation any copyright, intellectual property, or publicity or privacy right; or (iv) any claim that one of your User Submissions caused damage to a third-party. This defense and indemnification obligation will survive these Terms and your use of the Sites and/or Services.
ELECTRONIC COMMUNICATIONS
You consent to receive electronic communications from Upsourcemdia either in the form of emails sent to you at the email address listed on your account or by communications posted on the Sites or in the Services. You acknowledge and agree that any electronic communication in the form of such email or posting on the Sites and/or Services shall satisfy any legal requirement that such communication be in writing.
RIGHT TO ACCESS / AGE OF USERS
You must be at least 13 years of age or older to access or use the Sites or Services offered through the Sites, which are not intended for children under 13. In accordance with the Children’s Online Privacy Protection Act of 1998, if we discover that a child under the age of 13 has provided us with personal information, we will remove it from our systems immediately. If you are under 18 years of age but are at least 13 years old (a “Minor”), you must only use the Sites and Services with the consent of your parent or legal guardian and you must have received your parent’s or legal guardian’s permission to use the Sites and Services and agree to these Terms. If you are a parent or legal guardian of a Minor, you hereby agree to bind the Minor to these Terms and to fully indemnify and hold harmless Upsourcemdia if the Minor breaches any of these Terms.
LIMITED TIME TO BRING CLAIM
Where permitted by law, you agree that any cause of action arising out of or related to the Sites, Services, any Content, or User Submissions must be commenced within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
BINDING ARBITRATION
(i) Purpose. If you have a Dispute (as defined below) with Upsourcemdia that cannot be resolved through an informal dispute resolution with Upsourcemdia, you or Upsourcemdia elect to arbitrate that Dispute in accordance with the terms of this Arbitration provision rather than litigate the Dispute in court. Arbitration means you will have a hearing before a neutral arbitrator instead of in a court by a judge or jury.
(ii) Definitions. The term “Dispute” means any dispute, claim, or controversy between you and Upsourcemdia regarding any aspect of your relationship with Upsourcemdia, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, negligence, or any other intentional tort), or any other legal or equitable theory, and includes the validity, enforceability or scope of this Arbitration provision (with the exception of the enforceability of the class action waiver clause provided in this paragraph). “Dispute” is to be given the broadest possible meaning that will be enforced. As used in this Arbitration provision, “Upsourcemdia” means Upsourcemdia, its affiliates, franchisees and each of their respective officers, directors, employees and agents.
(iii) Right to Opt Out of Arbitration. IF YOU DO NOT WISH TO BE BOUND BY THIS ARBITRATION PROVISION, YOU MUST NOTIFY UPSOURCEMDIA IN WRITING WITHIN 30 DAYS OF THE DATE THAT YOU FIRST ACCEPT THIS AGREEMENT BY SENDING NOTICE TO: UPSOURCEMDIA, ATTN: LEGAL DEPARTMENT, 7535 N. PALM AVE., STE. 101, FRESNO, CA 93711. YOUR WRITTEN NOTIFICATION TO UPSOURCEMDIA MUST INCLUDE YOUR NAME AND ADDRESS AS WELL AS A CLEAR STATEMENT THAT YOU DO NOT WISH TO RESOLVE DISPUTES WITH UPSOURCEMDIA THROUGH ARBITRATION. YOUR DECISION TO OPT OUT OF THIS ARBITRATION PROVISION WILL HAVE NO ADVERSE EFFECT ON YOUR RELATIONSHIP WITH UPSOURCEMDIA OR THE DELIVERY OF SERVICES TO YOU BY UPSOURCEMDIA. IF YOU HAVE PREVIOUSLY NOTIFIED UPSOURCEMDIA OF YOUR DECISION TO OPT OUT OF ARBITRATION, YOU DO NOT NEED TO DO SO AGAIN.
(iv) Initiation of Arbitration Proceeding/Selection of Arbitrator. If you or Upsourcemdia elect to resolve your Dispute through arbitration pursuant to this Arbitration provision, the party initiating the arbitration proceeding may initiate the arbitration proceeding with the American Arbitration Association (“AAA”), 335 Madison Ave., Floor 10, New York, NY 10017-4605, 1-800-778-7879, www.adr.org, under the Commercial Arbitration Rules of the AAA.
(v) Arbitration Procedures. Because the Services provided to you by Upsourcemdia concern interstate commerce, the Federal Arbitration Act (“FAA”), not state arbitration law, shall govern the arbitrability of all Disputes. Applicable Federal law or the law of the state where you receive the service from Upsourcemdia may apply to and govern the substance of any Disputes. Any state statutes pertaining to arbitration shall not be applicable under this Arbitration provision.
If there is a conflict between this Arbitration provision and the rules of the arbitration organization chosen, this Arbitration provision shall govern. If the arbitration organization that you select will not enforce this Arbitration provision as written, it cannot serve as the arbitration organization to resolve your dispute with Upsourcemdia. If this situation arises, the parties shall agree on a substitute arbitration organization. If the parties are unable to agree, the parties shall mutually petition a court of appropriate jurisdiction to appoint an arbitration organization that will enforce this Arbitration provision as written. If there is a conflict between this Arbitration provision and the rest of this Agreement, this Arbitration provision shall govern.
A single arbitrator will resolve the Dispute. You should know that participating in arbitration may result in limited discovery depending on the rules of the arbitration organization that is chosen to resolve the Dispute. The arbitrator will honor claims of privilege recognized by law and will take reasonable steps to protect user account information and other confidential or proprietary information.
The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party. An award rendered by the arbitrator may be entered in any court having jurisdiction over the parties for purposes of enforcement.
If an award granted by the arbitrator exceeds $75,000, either party can appeal that award to a three-arbitrator panel administered by the same arbitration organization by a written notice of appeal filed within thirty (30) days from the date of entry of the written arbitration award. The members of the three-arbitrator panel will be selected according to the rules of the arbitration organization. The arbitration organization will then notify the other party that the award has been appealed. The three-arbitrator panel will issue its decision within one hundred and twenty (120) days of the date of the appealing party’s notice of appeal. The decision of the three-arbitrator panel shall be final and binding, except for any appellate right which exists under the FAA.
(vi) Restrictions. YOU MUST CONTACT US WITHIN ONE (1) YEAR OF THE DATE OF THE OCCURRENCE OF THE EVENT OR FACTS GIVING RISE TO A DISPUTE, OR YOU WAIVE THE RIGHT TO PURSUE ANY CLAIM BASED UPON SUCH EVENT, FACTS, OR DISPUTE. ALL PARTIES TO THE ARBITRATION MUST BE INDIVIDUALLY NAMED. THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED OR LITIGATED ON A CLASS ACTION OR CONSOLIDATED BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC (SUCH AS A PRIVATE ATTORNEY GENERAL), OTHER SUBSCRIBERS, OR OTHER PERSONS SIMILARLY SITUATED UNLESS THE STATUTE UNDER WHICH YOU ARE SUING PROVIDES OTHERWISE. ALL PARTIES WAIVE ANY CLAIM TO INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR MULTIPLIED DAMAGES ARISING FROM OR OUT OF ANY DISPUTE WITH UPSOURCEMDIA UNLESS THE STATUTE UNDER WHICH THEY ARE SUING PROVIDES OTHERWISE.
(vii) Location of Arbitration. The arbitration will take place in Fresno County, California.
(viii) Payment of Arbitration Fees and Costs. UPSOURCEMDIA WILL ADVANCE ALL ARBITRATION FILING FEES AND ARBITRATOR’S COSTS AND EXPENSES UPON YOUR WRITTEN REQUEST GIVEN PRIOR TO THE COMMENCEMENT OF THE ARBITRATION. YOU ARE RESPONSIBLE FOR ALL ADDITIONAL COSTS THAT YOU INCUR IN THE ARBITRATION, INCLUDING, BUT NOT LIMITED TO, ATTORNEYS OR EXPERT WITNESSES. IF THE ARBITRATION PROCEEDING IS DECIDED IN UPSOURCEMDIA’S FAVOR, YOU SHALL REIMBURSE UPSOURCEMDIA FOR THE FEES AND COSTS ADVANCED TO YOU ONLY UP TO THE EXTENT AWARDABLE IN A JUDICIAL PROCEEDING. IF THE ARBITRATION PROCEEDING IS DETERMINED IN YOUR FAVOR, YOU WILL NOT BE REQUIRED TO REIMBURSE UPSOURCEMDIA FOR ANY OF THE FEES AND COSTS ADVANCED BY UPSOURCEMDIA. IF A PARTY ELECTS TO APPEAL AN AWARD TO A THREE-ARBITRATOR PANEL, THE PREVAILING PARTY IN THE APPEAL SHALL BE ENTITLED TO RECOVER ALL REASONABLE ATTORNEYS’ FEES AND COSTS INCURRED IN THAT APPEAL. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS ARBITRATION PROVISION, UPSOURCEMDIA WILL PAY ALL FEES AND COSTS THAT IT IS REQUIRED BY LAW TO PAY.
(ix) Severability. If any clause within this Arbitration provision (other than the class action waiver clause identified above) is found to be illegal or unenforceable, that clause will be severed from this Arbitration provision, and the remainder of this Arbitration provision will be given full force and effect. If the class action waiver clause is found to be illegal or unenforceable, the entire Arbitration provision will be unenforceable, and the dispute will be decided by a court.
In the event this entire Arbitration provision is determined to be illegal or unenforceable for any reason, or if a claim is brought in a Dispute that is found by a court to be excluded from the scope of this Arbitration provision, you and Upsourcemdia have each agreed to waive, to the fullest extent allowed by law, any trial by jury.
(x) Exclusions from Arbitration. YOU AND UPSOURCEMDIA AGREE THAT THE FOLLOWING WILL NOT BE SUBJECT TO ARBITRATION: (1) ANY CLAIM FILED BY YOU OR BY UPSOURCEMDIA THAT IS NOT AGGREGATED WITH THE CLAIM OF ANY OTHER USER AND WHOSE AMOUNT IN CONTROVERSY IS PROPERLY WITHIN THE JURISDICTION OF A COURT THAT IS LIMITED TO ADJUDICATING SMALL CLAIMS; (2) ANY DISPUTE OVER THE VALIDITY OF ANY PARTY’S INTELLECTUAL PROPERTY RIGHTS; AND (3) ANY DISPUTE RELATED TO OR ARISING FROM ALLEGATIONS ASSOCIATED WITH UNAUTHORIZED USE OR RECEIPT OF A SERVICE. (xi) Continuation. This Arbitration provision shall survive the termination of your user relationship with Upsourcemdia.
GENERAL PROVISIONS
The Sites and Services are intended for persons that reside within the United States of America. Upsourcemdia makes no representations or warranties that the Sites, Services or any Content or offers provided herein are valid or appropriate for use outside of the United States.Those who access or use the Sites or Services from other jurisdictions do so at their own volition and are responsible for compliance with local law.
No waiver of any provision or of any breach of this Agreement shall constitute a waiver of any other provisions or any other or further breach. In the event that any provision of this Agreement shall be illegal or otherwise unenforceable, such provision shall be severed, and the balance of the Agreement shall continue in full force and effect.
This Agreement has been entered into in the state of California and the validity, interpretation and legal effect of this Agreement shall be governed by the Federal Arbitration Act, applicable U.S. federal law, and the laws of California, without giving effect to its conflicts of law principles. Except in those cases where contractual attribution of jurisdiction is not enforceable on the user as a consumer, any disputes that may arise concerning the formation, interpretation or performance of this Agreement which are not amicably resolved or resolved by arbitration, shall be brought in Federal and/or state courts of the State of California and you consent to the jurisdiction of such courts.
These Terms set forth the entire understanding between you and Upsourcemdia with respect to its subject matter.
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Upsourcemdia without restriction.
CONTACT US
If you have any questions or concerns about these Terms, please contact us at info@Upsourcemdia.com.