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uQast Terms & Conditions

 

WHAT WE ARE

uQast is a place where people can exchange and discuss ideas and information on any subject of professional or personal interest and access an unparalleled amount of valuable, free content.

We believe that everyone has knowledge and something of value to others. Our goal is to help them share it in a World-Wide Web community which will serve as an open, cutting-edge communication hub.

While speaking, reading, writing and listening are time-honored means to communicate and assimilate information, the Internet, digital creation and editing software and exciting new technologies now enable us to instantaneously share knowledge across the globe.

uQast was created as a dynamic new platform for maximizing the value of these technologies and tools, making it quick, easy and fun for anyone to publish, sell, purchase, or simply access and critically “rate” video, audio and print content on virtually any subject of choice.

  • Streaming Video Content
  • Newsletters
  • Training Materials

WHAT WE WANT

To achieve this, we are actively seeking and soliciting content that provides reliable and accurate information and knowledge, as well as content that shares or teaches ideas, skills, tools, and techniques to others, especially from recognized “subject matter experts”. We believe that providing free knowledge has intrinsic value. Teaching skills and providing tools and techniques that may give others a means of potential financial gain are also worthy objectives.

Our marketplace is focused on both distributing free content, and selling content, within:

  • Business Networking
  • Reviews of Products and Services
  • Personal Development
  • Hobbies
  • Career Development

WHAT WE OFFER

To encourage content providers to upload their best, most valuable, “stuff”, uQast helps them “tag”, label, & index their content, and make it more interesting, easier to find, and more valuable to users. For example, any content provider who can type can produce a professional quality “e-newsletter” on uQast that will build even more interest among users who already like their free content.

We have also developed a unique method of analyzing and presenting input and commentary from our users, enabling them to “search” and find content of interest in new and different ways.

A WORD ABOUT CONTENT

As with any web site that allows users to upload content, uQast relies on our community of users and content providers to use their common sense, respect others, and follow some basic rules. In the end, our community of users will ultimately decide what is most valuable to them. That is why we are a true “Marketplace for Ideas”.

While we welcome all content that follows basic guidelines of taste and propriety and complies with applicable copyright laws, we will not feature or encourage content that is outrageous, shocking, sexually explicit, politically or religiously volatile, violent, hateful, or otherwise offensive.

A WORD ABOUT WHAT IT MEANS TO BE “FREE”

Finally, a word about the “Free” nature of uQast:

  • First and foremost, we encourage and promote the use of uQast to upload and view valuable free video, audio & print content.
  • While uQast does provide a venue for the purchase and sale of products and services (including DVDs, CDs, books, e-books, teleseminars and webinars and content downloads.), we will never require or pressure users or content providers to buy or sell anything.
  • To help promote the sale of products and services by our content providers, uQast pays commissions to affiliates, imposes a small transaction fee, and may accept commissions from, or share commissions with, our content providers and affiliates.
  • In order to provide a seamless platform on which to sell their products and services, we offer our content providers a free “storefront” and facilitate transactions through our merchant account.

There are a few things that uQast is not.

  • uQast is not a social interaction or “party” site and it is not intended for minors.
  • uQast is not a site on which to upload unauthorized content.
  • Most importantly, uQast is not a site for “free” content that serves as a “sales pitch” or platform. We accept only content that educates, informs, and/or provides tools, techniques, skills, ideas, knowledge and/or other benefits.

A WORD ABOUT OUR TERMS OF SERVICE AND USE (TOS)

uQast believes that educated and informed users will want to learn more. Our “Marketplace for Ideas” will serve as an ideal platform for users who want free and valuable information, as well as those who want to purchase products, services and learning tools.

Because we operate in an area that is strictly regulated, we are required to impose legal terms and condition on our users, content providers and affiliates. By using our web site, uploading content to it, or acting as an affiliate, we must verify that you agree to be bound by the following Terms of Service and Use (“TOS”).

By using the uQast Web Site, you warrant that you are of the age of majority and that you agree to and accept these Terms of Service and Use:

1. Definitions. The following terms have the following meaning:

  • “Affiliate” means a person or entity who registers as an Affiliate on the Web Site, is accepted as an Affiliate by uQast and becomes authorized to earn Commissions upon the sale of uQast Products, subject to complying with the TOS and the Policies and Procedures set forth for Affiliates.
  • “Commission” means a payment which may be earned by Affiliates upon the sale of uQast Products or the procuring of Content for the uQast Web Site, under the terms and conditions of the TOS and the Policies and Procedures set forth for Affiliates.
  • “Community” means all users of the uQast Web site, including Content Providers, Affiliates, Purchasers, Users, and Reviewers. Individual members of the Community are “Community Members”.
  • “Content” means information uploaded, placed or displayed on the uQast Web Site, whether in the form of audio, video, text, drawings, photographs or pictures, a combination of these forms or any other form.
  • “Content Provider” means a person or entity that registers as a Content Provider on the Web site and who becomes authorized by uQast to have a Product sold on the Web Site, subject to the TOS, or a person or entity who is a provider of Free Content.
  • “Free Content” means all Content uploaded, placed, or displayed on the uQast Web Site by a Community Member (or by uQast with a Community member’s consent), including all contributions by Users, Content Providers, and Reviewers, except Content that constitutes all or part of a Product that has been registered for sale by a Content Provider on the uQast Web site.
  • “uQast” means the owner of the Web Site, uQast, LLC, a Georgia Limited Liability company. “uQast” is sometimes referred to in the TOS as “we” or “us”.
  • “IQoupon” means a coupon placed by uQast on the Web site that may be purchased by a Purchaser as a Product, which authorizes the Purchaser to receive something of value in exchange for a payment, subject to the Policies and Procedures established by uQast.
  • “Policies and Procedures” means any rules, conditions, conditions precedent, requirements, policies, procedures, standards, limitations or guidelines set forth from time to time by uQast and posted on the Web Site, including uQast’s Privacy Policy. All Policies and Procedures are material terms and conditions of the TOS. A failure of a Community Member to follow or comply with any Policy and Procedure shall be considered a breach of the TOS by that Community Member and a default by them under the TOS.
  • “Product” means anything offered for sale by uQast on the Web Site, including products and services of any kind and in any form. Products include IQoupons, downloadable digital files, including video, audio and text files and software, physical goods and products, CD’s, DVD’s, teleseminars, e books, and other information products and services offered by Content Providers or uQast itself.
  • “Purchaser” means a person or entity which purchases a Product.
  • “Reviewer” means a person who reviews and provides comments, “ratings” or evaluations of Content or another Reviewer.
  • “TOS” means these uQast Terms and Conditions of Use, which includes all Policies and Procedures, all as from time to time amended by uQast and posted on the Web Site, which constitutes a legal, binding agreement between uQast and all Users and Community Members.
  • “Transaction Fee” means the fee charged by uQast for processing each Product sale, which shall be a percentage of the sale price. The Transaction Fee will be posted on the Product registration section of the Web Site and may change from time to time, in uQast’s sole discretion.
  • “User” means any person or entity that accesses or uses the Web Site, whether or not registering as a user under the Policies and Procedures set forth for registration.
  • “Web Site” means www.uQast.com, its constituent web pages and all Content available under this domain name, as well as under any associated subdomains.

2. General Terms. By using or visiting this Web Site (together with any Content available through the uQast.com domain name and other sites owned, operated or controlled by uQast), or submitting Content to this Web Site, you signify your agreement to, acceptance of and assent to the TOS and the Policies and Procedures. The TOS apply to all Users of the Web Site and all Content Providers, all Affiliates and all Community Members. The TOS may be amended at any time by uQast by posting an amended TOS on the Web Site. If you do not agree to the TOS, then please do not use the Web Site. By using the Web Site, you warrant and represent that you are of the age of majority in the state in which you reside and have the full right and authority to agree to the TOS, and have agreed to all of it’s then applicable terms and conditions. You understand and agree that if you are in breach of or default under the TOS, including any Policies and Procedures, your right to use the Web Site and to acquire or use Products may be terminated by uQast in its sole discretion and you will be fully legally liable for the consequences or your breach or default.

3. Links. The Web Site may contain links to third party websites that are not owned or controlled by uQast. uQast is not affiliated with those websites, has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, uQast will not and cannot censor or edit the content of any third-party site. By using the Web Site, you expressly release uQast from any and all liability arising from your use of any third-party website. Accordingly, we encourage you to be aware when you have left the Web Site and to read the terms and conditions and privacy policy of each other website that you visit.

4. Web Site Use. Your use of the Web Site is solely for your personal, noncommercial use. Commercial use for promotional purposes of certain portions, subdomain names or other names or features, of the Web Site by Affiliates and Content Providers, through the use of specially allocated rights or links and embedded video and audio files, may be authorized by uQast under policies and procedures established from time to time by uQast, in its sole discretion. Such use may be altered, circumscribed or terminated at any time, in uQast’s discretion. You will not copy or distribute any part of the Web Site in any medium without uQast’s prior written authorization. You will not alter or modify any part of the Web Site other than as may be reasonably necessary to use the Web Site for its intended purpose. In order to access some features of the Web Site, you will have to create an account. You may never use another’s account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify uQast immediately of any breach of security or unauthorized use of your account. Although uQast will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of uQast or others due to such unauthorized use. You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., that accesses the Web Site in a manner that sends more request messages to uQast’s servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, uQast grants the operators of public search engines permission to use search engines to copy materials from the Web Site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. uQast reserves the right to revoke these exceptions, either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the Web Site, nor to use the communication systems provided by the Web Site for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Web Site with respect to their content, or otherwise. You agree not to send email messages in violation of applicable law or to engage in “spimming” or spamming. Affiliates, Content Providers and other members of the Community which violate this provision are subject to termination as users of the Web Site and termination as registered Content Providers and Affiliates.

5. Intellectual Property Rights. The content on the Web Site and all domain names, subdomain names and URLS now or in the future associated with the Web Site, including without limitation the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like and the trademarks, service marks and logos contained therein (“Marks”), are owned by or licensed to uQast, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. The Free Content and Content provided by Content Providers are licensed to uQast. You have the right to purchase certain Products on the Web Site, which you may purchase for your own personal use. Content on the Web Site is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective Content Providers. uQast reserves all rights not expressly granted to third parties under the TOS, including all rights in and to the Web Site and the Content. You agree to not engage in the use, copying, or distribution of any of the Content other than as expressly permitted herein, including any use, copying, or distribution for any commercial purposes. If you purchase a uQast Product that enables you to download or print a copy of any Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the Web Site or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Web Site or the Content therein.

6. Content Provided by Community Members. The following shall apply to all Content, Free Content and Products supplied or downloaded to the Web Site or made available for sale by uQast by Content Providers, Users, Reviewers or other Community Members:

The Web Site permits the submission of Free Content and Products registered for sale by uQast from Content Providers and the hosting, streaming and/or publishing of same. You understand that whether or not such Content is published, uQast does not guarantee any confidentiality with respect to any submissions. You shall be solely responsible for your own Content and the consequences of posting or publishing it. In connection with any Content that you may upload or submit, you affirm, represent, and/or warrant that:

  1. You own or have the necessary licenses, rights, consents, and permissions to use and authorize uQast to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all Content submitted by you to enable inclusion and use of the Content in the manner contemplated by the Web Site and the TOS
  2. You have the written consent, release, and/or permission of each and every identifiable individual person in the Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the Content in the manner contemplated by the Web Site and the TOS.

By submitting the Content, Product or Free Content to uQast, you grant uQast a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Content on and in connection with the Website and uQast’s (and its successor’s) business, including, without limitation, for promoting and redistributing part or all of the Web Site (and derivative works thereof) in any media formats and through any media channels; provided, however, that uQast will not without your consent prepare derivative works of or distribute through media channels other than the Web Site any Content registered by you for sale as a Product. You also hereby grant each User and Community Member of the Web Site a non-exclusive license to access and view your Content through the Web Site, and to use, reproduce, distribute, prepare derivative works of, display and perform such Content as permitted through the functionality of the Web Site and under the TOS. Unless the Content that you provide is Free Content, the foregoing license granted by you terminates once you remove or delete such Content from the Web Site. In connection with all Content, including without limitation Free Content, you further agree that you will not:

  1. Submit material that is copyrighted, protected by trade secret or 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 uQast all of the license rights granted herein
  2. Publish falsehoods or misrepresentations that could damage uQast or any third party
  3. Submit 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
  4. Post advertisements or solicitations of business
  5. Impersonate another person.

uQast does not endorse any Content or Product or any opinion, recommendation, or advice expressed therein, and uQast expressly disclaims any and all liability in connection with all Content, Free Content and Products. uQast does not permit copyright infringing activities or infringement of intellectual property rights on its Web Site. uQast will remove all Content if properly notified that such Content infringes on another’s intellectual property rights. uQast reserves the right to remove Content for any reason, in its sole discretion, without prior notice. uQast may also terminate a User’s access to the Web Site, for any reason, in its sole discretion, and particularly if they are determined to be a repeat infringer. A repeat infringer is a User who has been notified of infringing activity more than once and/or has had Content removed from the Web Site more than once.

You grant to uQast and its affiliates, representatives, and assigns an irrevocable, perpetual, non-exclusive, fully-paid, world-wide, royalty-free license, with the right to grant sublicenses through multiple tiers of sublicensees, to publicly display, publicly perform, distribute, store, transcode, syndicate, broadcast, reproduce, edit, modify, create derivative works, and otherwise use and reuse your Free Content (or any portions or derivative works thereof) in any manner, in any medium, for any purpose. uQast reserves the right to display advertisements in connection with your Free Content and to use your Free Content for advertising and promotional purposes. uQast is not required to host, display, or distribute any Free Content, and may remove at any time or refuse any Free Content. uQast is not responsible for any loss, theft or damage of any kind to any Free Content.

If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent, as detailed below, with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

  1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed
  2. 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
  3. 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 the service provider to locate the material (providing URLs is the best way to help us locate the material)
  4. Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail
  5. 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
  6. 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.

uQast’s designated Copyright Agent to receive notifications of claimed infringement is: Brad Fallon, 3535 Peachtree Rd. NE #520-324, Atlanta 30326, email: dmca@uqast.com, telephone: 1-404-909-8859, fax: 1-866-494-7449. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to uQast customer service. You acknowledge that if you fail to comply with all of the requirements of this Section 6, your DMCA notice may not be valid.

Please also note that under Section 512(f), any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

12/7/2010

Counter-Notification

If you elect to send us a counter notice, to be effective it must be a written communication provided to our designated agent that includes substantially the following (please consult your legal counsel or see 17 U.S.C. Section 512(g)(3) to confirm these requirements):

  1. A physical or electronic signature of the subscriber.
  2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
  3. A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
  4. The subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.

Such written notice should be sent to our designated agent.

You understand that when using the Web Site, you will be exposed to Content from a variety of sources, and that uQast is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content. You further understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against uQast with respect thereto, and agree to indemnify and hold uQast and its representatives, agent, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Web Site.

7. Prohibited Conduct and Activity. The following is a partial list of the kind of Content that is illegal or should not be uploaded or posted on or through the Web Site. uQast reserves the right to investigate and take appropriate legal action against anyone who, in uQast’s sole discretion, violates this provision, including without limitation, removing the offending Content from the Web Site and terminating the posting or uploading User’s right to use the Web Site. Prohibited Content includes, but is not limited to Content that, in the sole discretion of uQast:

  1. Is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual
  2. Harasses or advocates harassment of another person
  3. Exploits people in a sexual or violent manner
  4. Contains nudity, violence, or offensive subject matter or contains a link to an adult website
  5. Solicits personal information from anyone under 13
  6. Provides any telephone numbers, street addresses, last names, URLs or email addresses other than your own, or those of persons from whom you have secured legal authorization
  7. Promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous
  8. Promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files
  9. Involves the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing, instant messaging, “spimming,” or “spamming”
  10. Contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page)
  11. Furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to, making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses
  12. Solicits passwords or personal identifying information for commercial or unlawful purposes from other Users
  13. Involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes
  14. Includes a photograph of another person that you have posted without that person’s consent
  15. Uses sexually suggestive imagery or any other unfair, misleading or deceptive Content.
  16. Violates the TOS or the Policies and Procedures, or which uQast considers to be violative of law or applicable regulations.

8. Reviewers and Community Members. Reviewers and Community Members may communicate with uQast and other Users to the extent allowed on the Web Site, subject to the Policies and Procedures, and to post or publish comments or rating features regarding Content, Free Content and Products. uQast may, in its discretion, make available one or more discussion groups, forums, chat areas, bulletin boards, feedback areas, news groups, email functionality or other communication features. You are solely responsible for all comments and Content that you transmit or submit to uQast or to other Community members through the Web Site, whether created by or for you, including, but not limited to, websites and content proximately reachable from your comments and Content. uQast disclaims all liability relating to your comments and Content.

9. General Compliance with Laws; Export Restrictions. uQast is controlled and operated by us from our offices within the United States. You agree to comply with all local, state, federal, national and international laws, statutes, ordinances and regulations that apply to your use of the Web Site, including as they relate to export or re-export into (or to a national or resident of) any country to which the United States embargoes goods or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders. The U.S. export control laws regulate the export and re-export of technology originating in the United States. This includes the electronic transmission of information and software to foreign countries and to certain foreign nationals. User agrees to abide by these laws and their regulations — including but not limited to the Export Administration Act and the Arms Export Control Act — and not to transfer, by electronic transmission or otherwise, any Content derived from the Web Site to either a foreign national or a foreign destination in violation of U.S. law.

10. DISCLAIMER OF WARRANTIES . YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

  1. YOUR USE OF THE WEB SITE IS AT YOUR SOLE RISK. uQast’s PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. uQast EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, COURSE OF DEALING, COURSE OF PERFORMANCE AND NON-INFRINGEMENT.
  2. uQast MAKES NO WARRANTY THAT
    1. ITS PRODUCTS OR SERVICES WILL MEET YOUR REQUIREMENTS
    2. ITS PRODUCTS OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE
    3. THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF ITS PRODUCTS OR SERVICES WILL BE ACCURATE OR RELIABLE
    4. THE QUALITY OF ANY PRODUCTS, SERVICES, CONTENT, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH uQast WILL MEET YOUR EXPECTATIONS
    5. ANY ERRORS IN THE WEB SITE OR ANY SOFTWARE WILL BE CORRECTED.
  3. ANY CONTENT OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF uQast IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT OR MATERIAL.
  4. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM uQast OR THROUGH OR FROM THE WEB SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.

11. LIMITATION OF LIABILITY. uQast WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING LOSS OF USE, DATA OR PROFITS, COST OF PROCURING SUBSTITUTE PRODUCTS OR BUSINESS INTERRUPTION), WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE TOS, uQast’s PRODUCTS OR SERVICES, THE WEB SITE, YOUR USE OF OR PARTICIPATION IN THE WEB SITE, YOUR PARTICIPATION AS AN AFFILIATE OR CONTENT PROVIDER, OR YOUR USE OF ANY MATERIALS MADE AVAILABLE TO YOU FROM OR THROUGH uQast (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), WHETHER OR NOT THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT uQast HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. uQast’s MAXIMUM LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO uQast FOR THE uQast PRODUCT OR PRODUCTS WHICH ARE THE SUBJECT OF A PARTICULAR COMPLAINT OR DISPUTE, OR THE AMOUNTS DUE TO YOU AS AN AUTHORIZED REGISTERED AFFILIATE OR CONTENT PROVIDER WHICH IS NOT THEN IN DEFAULT UNDER THE TOS.

You acknowledge that uQast permits your use of the Web site and your participation as a registered Affiliate, User, Content Provider or Community Member in express reliance on the limitations of liability stated herein and that those limitations are an essential basis of the bargain and of the allocation of risks between the parties. uQast shall have no liability for any failure or delay in the performance of its obligations hereunder on account of events beyond its reasonable control, which may include, without limitation, denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages, extraordinary Internet congestion or extraordinary connectivity issues experienced by major telecommunications providers, failures or interruptions related or unrelated to uQast’s servers or infrastructure or connectivity to the Internet, or failure of any third party distribution mechanism (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, uQast will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues.

12. Indemnification. Each Content Provider, User, Affiliate and Community Member does hereby agree to hold uQast and its representatives, agents, licensees, contractors, employees, sublicensees and other Community Members harmless from and against any and all claims, demands, losses, suits, proceedings, claims of damage, costs, sums, expenses and liability, including the costs of litigation, arbitration and attorney’s fees (hereinafter collectively the “Indemnified Claims”) associated with any breach or default by them under the TOS, any Content or Free Content or Products uploaded or supplied by them, or the violations of any legal duty by them. You will use counsel reasonably satisfactory to uQast to defend each Indemnified Claim. If at any time we reasonably determine that any Indemnified Claim might adversely affect us, we may take control of the defense at your reasonable expense and without affecting your indemnification and hold harmless obligations. You may not consent to the entry of any judgment or enter into any settlement without our prior written consent, which we may reasonably or unreasonably withhold, in our sole discretion.

13. Dispute Resolution. Except as stated below, for any claim or controversy at law or equity that arises out of the TOS, the Web Site or a uQast Product or Service (each a “Claim”) where the total amount of the award sought is less than $10,000 (excluding Claims for injunctive or other equitable relief), the parties agree to resolve the dispute through binding arbitration. Upon agreement of the parties, the arbitration may be conducted by telephone, on-line or based solely upon written submissions where no in-person appearance is required. The arbitration shall either be administered

  1. By the American Arbitration Association under its Commercial Arbitration Rules (including without limitation the Supplementary Procedures for Consumer-Related Disputes, if applicable), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof
  2. By the Judicial Arbitration and Mediation Services, Inc. or its successor (“JAMS”), in accordance with the JAMS’ Comprehensive Arbitration Rules and Procedures (Streamlined Arbitration Rules and Procedures) as such rules shall be in effect on the date of submission to arbitration, by one arbitrator reasonably familiar with the business pertaining to the products and services covered by the TOS, appointed in accordance with such Rules and Procedures.

The arbitrator shall apply Georgia law to the merits of any dispute or claim. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in Gwinnett County, Georgia, and judgment on the arbitration award may be entered in any court having jurisdiction thereof.

At the sole and exclusive election of uQast, any other Claim (including Claims for injunctive or other equitable relief) may be either adjudicated by JAMS as provided above, a court of competent jurisdiction located in Gwinnett County, Georgia or in the United States county where the defendant is located (in the case of uQast, Gwinnett County, Georgia, and in the case of a User, Content Provider, Affiliate or Community Member, either in the county of such Community Member’s home address or principal place of business, or if such address is not located in the United States, then in Gwinnett County, Georgia). All Community Members submit to the jurisdiction and venue of said courts and to the dispute resolution procedures of this TOS, as a express condition to their use of the Web Site.

Any Claim shall be arbitrated or litigated, as the case may be, on an individual basis and shall not be consolidated with any Claim of any other party whether through class action proceedings, class arbitration proceedings or otherwise.

Notwithstanding any provision in this paragraph 13 to the contrary, in the event that a suit for damages is, in uQast’s sole determination, inadequate to redress a violation of the TOS, its intellectual property or other rights, uQast may seek equitable relief and remedies for such circumstance in any court of competent jurisdiction.

14. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, where it has been executed and is to be performed, excluding its conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is excluded and does not apply to the TOS. In the event any action is brought by uQast in connection with the TOS, or if an action is commenced against uQast and uQast is the substantially prevailing party, uQast will be entitled to recover from the other party all the costs, attorneys’ fees and other expenses reasonably incurred by it.

15. Release. If any User, Content Provider, Affiliate or Community Member has a dispute with one or more Users, Content Providers, Affiliates or Community Members , you release uQast (and our officers, representatives, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident or the resident of a State other than the State of Georgia, you waive California Civil Code §1542 (or any similar state law in another state), which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

16. User Data. You acknowledge and agree that uQast may access, preserve, and disclose your account information and any Content associated with that account if required to do so by law, or in a good faith belief that such access preservation or disclosure is reasonably necessary to:

  1. Satisfy any applicable law, regulation, legal process or governmental request
  2. Enforce the TOS, including investigation of potential violations
  3. Detect, prevent, or otherwise address fraud, security or technical issues (including, without limitation, the filtering of spam)
  4. Respond to user support requests
  5. Protect the rights, property or safety of uQast, its users and the public and as otherwise provided in uQast’s Privacy Policy.

uQast will not be responsible or liable for the exercise or non-exercise of its rights under the TOS.

You understand that the technical processing and transmission of uQast’s services and the Web Site, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

17. Special Web Site Rights; Products Offered by uQast Itself. uQast may from time to time offer Affiliates and other Community Members certain special rights to use the Web Site and it’s features, including the right or ability to reserve or use certain key words, subdomains or “tags”. Whatever the terms of such offers, all such special rights as may be offered by uQast from time to time are:

  1. Subject to and conditional upon all such use being in compliance with the TOS and the Policies and Procedures, as they may from time to time be modified by uQast in its sole discretion (with all modifications becoming effective upon posting on the Web Site)
  2. Subject to immediate revocation if the Affiliate or Community Member or user has, in seeking to obtain, obtaining or using any such rights violated the rights of any third party, or any applicable governmental laws or regulations
  3. Subject to termination by uQast, in its sole discretion, if it determines to cease at any time to offer the same or substantially similar special rights to similarly situated Affiliates and Community Members or users.

In addition, uQast may from time to time offer web hosting services to Community Members and to make promotional offers for Products for which uQast or if affiliates, joint venture partners or independent contractors have been a Content Provider. uQast may determine, in its sole discretion, to cease offering such Products at any time, or to modify the Policies and Procedures associated with their us or the fees or charges relating to web hosting and other user services available from or through the Web Site. To the extent that uQast offers “lifetime access” to a feature or right to use the Web Site, or “lifetime use” of or receipt of, access to or use of a Product, it is understood and agreed that such terms and any similar terms mean the lifetime of the Product offering as it may from time to time be constituted or offered, or the lifetime of an Affiliate or other Community Member who is an active user of the Web Site and at all times in full compliance with the TOS. If an Affiliate or Community Member has paid uQast for a special right to use the Web Site or some special status that includes certain Products or services and uQast elects, in its sole discretion, to partially refund the price paid for such special access, use, rights of Products, the refund shall be limited in all cases to the fair value of the unused period, portion, time or right, as determined by uQast in its sole and absolute discretion.

Subject to compliance with the TOS, any person subscribing to uQast as an Affiliate may become an Affiliate. All uQast’s offers to Affiliates and Community Member’s which may from time to time offer to give them certain special rights, privileges, or Products associated with their participation as Affiliates or purchasers of an offer (whether for valuable consideration, for their participation or otherwise) are specifically designed to assist uQast in improving the functionality and service offerings of the Web Site, to test the Web Site and to improve the affiliate tracking and service delivery functions of the Web Site, while at the same time enabling Affiliates and Community Members who take advantage of such offers to use the features and functionality of the Web Site in an optimized way and to participate in the Community in the manner deemed most effective or desirable to them. No such offers or offers are “business opportunities”. No such offer or offer constitutes a representation that the payment of any sum or amount of money for such rights, privileges or products will be profitable. No such offer or offers constitutes an “investment” or “investment opportunity”, or a franchise or other program offering or insuring profitable or positive business or financial results.

18. Earnings Disclaimer. uQast offers the possibility for Community Members to earn money in a number of ways. However, uQast makes no representations or warranties about the value, earnings potential or potential for positive results arising from the sale or use of the Web Site or any Product. Most Products feature a refund or cancellation period, sometimes expressed as a “money back guarantee”. But there is no guarantee that you will earn any money using uQast, purchasing any Product, or using the techniques that you learn from them. uQast is not purported to be a “get rich scheme.” Nothing on the Web Site is a promise or guarantee of earnings. Nor is the existence of one or many testimonials from others who have achieved earnings or business success from the Web Site or any product guaranty that will achieve any earnings or any profits or success . Your level of success in attaining earnings and positive business results is dependent upon a number of factors, including your skill, knowledge, ability, dedication, business savvy, network, and financial situation. Because these factors differ according to individuals, neither uQast nor any Content Providers can guarantee your success, income level, or ability to earn revenue. You alone are responsible for your actions and results in life and business. Any forward-looking statements in the Web Site or in any Content are simply expressions of future possibilities or potential. They are not forecasts, guarantees or promises of actual performance. uQast make no guarantees that you will achieve any earnings, profits or positive results from the Web Site or the purchase or use of any Product.

Users of the Web Site are advised to do their own due diligence when it comes to making business and purchasing decisions. All information, products, and services that have been provided should be independently verified by your own qualified professionals. Information, products, and services on the Web Site should be carefully considered and evaluated, before reaching a business decision on whether to purchase, use or rely on them. All disclosures and disclaimers made herein or on the Web site apply equally to any offers, prizes, or incentives that may be made. You agree that uQast is not responsible for the results, success or failure of your business decisions relating to any information presented by on the web site or in any Products or Content.

19. Miscellaneous. These TOS and any rights and licenses granted hereunder may not be transferred or assigned by you. uQast’s rights under the TOS may be freely assigned in whole or in part by uQast without restriction, whether by agreement, operation of law, or a sale of substantially all of the assets of ownership interests in uQast. The TOS contains the entire agreement between uQast and you, any User, Content Provider, Affiliate and Community Member with respect to its subject matter, and no other understanding, representation, inducement, promise or undertaking, whether or not contained within or outside of the Web Site, shall be of any force or effect, or be binding on uQast. uQast provides an “Embeddable Player” feature, which you may incorporate into your own personal and other web sites, subject to complying with the TOS and applicable third party terms and conditions regarding same and provided that you include a prominent link back to the Web Site on the pages containing the Embeddable Player. All rights to use uQast are personal. Revocable rights, privileges and licenses. uQast reserves the right to limit, suspend, discontinue any user of Community Membe access to and any use of Web Site at any time, in its sole and absolute discretion, without any liability to such any user or Community member.