UP Institute, Inc. (“UP Institute”, “we” or “us”) provides the website maintained at http://up.institute and its associated webpages (“Website”) to you subject to these Terms of Service (these “Terms”) and our Privacy Policy, which describes how we use your personal information and is hereby incorporated by reference. Unless explicitly stated otherwise, any new features that augment or enhance the current Website shall be subject to these Terms. Your breach of any of these Terms causes an automatic termination of the rights and licenses granted to you hereunder.

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE WEBSITE. BY ACCESSING AND USING THE WEBSITE, YOU ARE AGREEING TO COMPLY WITH THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT USE THE WEBSITE.

OUR PROPRIETARY RIGHTS

We or our licensors own all intellectual property and proprietary rights, title and interest in and to the Website, including without limitation the UP Institute trademarks and the Website copyrights. Except for the limited use rights granted to you in these Terms, you agree that you do not have and will not acquire any right, title, or interest in any of our, or our licensors’, intellectual property or other proprietary rights. Any rights not expressly granted in these Terms are expressly reserved.

ACCURACY OF INFORMATION

We work hard to make sure all information provided on the Website is accurate, up-to-date and complete. However, the information and materials on the Website may contain errors or inaccuracies, including both typographical and substantive errors. We reserve the right, in our sole discretion, without any obligation and without any notice requirement, to discontinue, change, improve or correct the information, materials, descriptions, and other content on the Website and to suspend or deny access to the Website for scheduled or unscheduled maintenance, upgrades, improvements or corrections. Any dated information is published as of its date only, and we have no responsibility to update or amend any such information

LINKS TO OTHER WEBSITES

These Terms apply only to our Website. We may provide links to other websites, but we do not control what those websites say or do. In particular, websites to which we link may request your personal and/or financial information. We are not responsible for other sites' content, information collection practices, or use of the information they collect. Links to other websites do not constitute an endorsement of those sites or their content, owners, or posters.

We encourage you to link to our Website, but you acknowledge that such linking does not constitute an endorsement by us of you, your website, or any information or content therein.

YOUR USE OF INFORMATION CONTAINED ON WEBSITE

The entire Website is copyrighted. Certain content, articles or materials within the Website also may be separately copyrighted by us or by others. We grant you a limited, revocable, non-exclusive, non-transferable, and non-sublicenseable license to access and use the Website for its intended purposes (namely, for sharing experiences that are beyond normal, belief, or expectations). If you find Website content or any user-contributed content (“Content”) useful, you may download, copy, display, print out, or send a copy of such content to others so long as each copy indicates the appropriate copyright notice, credits us as your source, and is used only for your personal, non-commercial use. Except as expressly permitted in these Terms, you may not use, reproduce, distribute, create derivative works based upon, publicly display, publicly perform, publish, transmit, or otherwise exploit the Website content (or any Content that is not your Content) for any purpose whatsoever without obtaining prior written consent from us or, in the case of third-party content, its respective owner. You are expressly prohibited from downloading, copying, displaying, printing out, or sending a copy to others for bulk or commercial uses, or for any defamatory, inflammatory, pornographic, offensive, or otherwise illegal purpose. You acknowledge that the permission granted in this section does not constitute an endorsement by us of you or your use of the information and content. Please contact us directly for special copyright permissions.

LIMITATIONS ON USE

When using the Website, you agree to comply with all applicable federal, state, and local laws including but not limited to, copyright law. You may not:

• attempt to gain unauthorized access to the Website, or computer systems or networks connected to the Website, through hacking, password or data mining, or any other means to circumvent security procedure;
• use the Website in any manner that could damage, disable, overburden, or impair the Website or any service we provide, or interfere with any other party's use and enjoyment of the Website;
• remove, alter, cover, or distort any copyright, trademark, or other proprietary rights notice on the Website, Website content or any Content that is not your Content;
• collect or harvest any personal information from the Website, including but not limited to user names, passwords, or email addresses; or
• engage in any conduct, or encourage or assist any third party in any conduct, that violates these Terms, or any local, state or federal law, either civil or criminal

ACCOUNTS

To set up an account on the Website, you may be asked to provide your name and email address. You must provide accurate information when setting up an account and keep all account information current. You are responsible for maintaining the confidentiality of your password and account. You are fully responsible for all uses of your password and account, including any unauthorized use. You agree to: (i) keep your password confidential and not share it with anyone else; and (ii) immediately notify us of any unauthorized use of your password or account.

USER-CONTRIBUTED CONTENT

Content posted on our Website by our users is not guaranteed by us as to accuracy, completeness, or usefulness, and we do not endorse any Content posted by our users. It is the responsibility of our Website users to evaluate the accuracy, completeness, or usefulness of any Content posted on our Website by other users.

By submitting any Content to the Website, you represent and warrant that: (i) your Content is your original work and does not incorporate any third-party trademarks or copyrighted subject matter; (ii) your Content, and our or our licensees’ use thereof, does not and will not infringe, misappropriate, or otherwise violate in any way the rights of third others, including but not limited to any copyright, trademark, patent, trade secret, moral right, or other intellectual property or proprietary right or right of publicity of any person or entity; and (iii) your Content will comply with all applicable laws and regulations and the requirements of these Terms. You agree and acknowledge that you have sole responsibility for ensuring that your Content does not infringe, misappropriate, or otherwise violate the intellectual property or proprietary rights of third parties, and that your Content is in compliance with all applicable laws and regulations and the requirements of these Terms.

By submitting any Content to the Website, you grant (or warrant that the owner of such Content has expressly granted) to us the worldwide, royalty-free, fully paid-up, perpetual, irrevocable, freely sublicenseable, freely transferable, non-exclusive right and license to use, reproduce, modify, adapt, create derivative works of, publish, display, translate, and distribute such Content (in whole or in part) for any purpose, including, without limitation, to incorporate it in other works in any form, media, or technology now known or hereafter developed for the full term of any copyright or other intellectual property or proprietary right that may exist in such Content. Without limiting the foregoing, you also permit any other user of the Website to access, view, store, or reproduce your Content for that user's personal use, and you grant us the right to freely edit, copy, publish, and distribute any Content you make available to us.

You may not post or otherwise make available on our Website any Content that is illegal, obscene, threatening, defamatory, or otherwise injurious to third parties. You may not impersonate any person or entity, or otherwise mislead as to the origin of your Content. Further, you may not make use of our Website or services to forge e-mail headers, or to send bulk unsolicited e-mail messages. We have the right, but not the obligation, to monitor the Content posted on our Website to determine compliance with these Terms and/or to satisfy any legal, regulatory, or contractual request. We have the right, in our sole discretion, to edit, refuse to post, or remove any Content submitted to or posted on our Website including, but not limited to, material that is unlawful, threatening, libelous, defamatory, obscene, pornographic, graphic, or otherwise objectionable.

INDEMNITY

You agree to indemnify, defend, and hold harmless UP Institute and its parents, subsidiaries, related companies, and affiliates, and its and their respective members, officers, directors, employees, agents, partners, licensors, service providers, strategic partners, distribution partners, and each of their successors and assigns (collectively, the “Indemnified Parties”), in connection with any third-party claims, liabilities, losses, damages, obligations, costs, and expenses (including but not limited to reasonable attorneys’ fees and costs) (“Claims”) arising out of or relating to your use of the Website, your Content, your breach of these Terms, and/or your acts and omissions relating to any of the foregoing. We have the right to control the defense, settlement, and other resolution of any Claims, at your sole cost and expense. You may not settle or otherwise resolve any Claim without our express written permission.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

THE WEBSITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE INDEMNIFIED PARTIES EXPRESSLY DISCLAIM ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR OTHERWISE, AS TO THE OPERATION, AVAILABILITY, OR SECURITY OF THIS WEBSITE, OR THE ACCURACY, TIMELINESS, OR COMPLETENESS OF INFORMATION, CONTENT, MATERIALS, OR SERVICES INCLUDED ON THIS WEBSITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS WEBSITE AND ANY INFORMATION CONTAINED HEREIN IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL THE INDEMNIFIED PARTIES BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OR OPERATION OF THIS WEBSITE, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, OR OTHER INTANGIBLE LOSSES), EVEN IF THE INDEMNIFIED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT WE WILL NOT BE LIABLE FOR THE ILLEGAL, OFFENSIVE OR DEFAMATORY CONDUCT OF OTHERS, INCLUDING BUT NOT LIMITED TO ANY SUCH CONDUCT BY YOU, AND THAT YOU BEAR ALL RISK AND LIABILITY ASSOCIATED WITH YOUR CONDUCT AND CONTENT.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. THEREFORE, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS

RELEASE AND COVENANT NOT TO SUE

YOU HEREBY RELEASE EACH OF THE INDEMNIFIED PARTIES FOR ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, LIABILITIES, AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH YOUR USE OF, RELIANCE ON, OR REFERENCE TO THE WEBSITE. IF YOU ARE A RESIDENT OF CALIFORNIA, YOU WAIVE CALIFORNIA CIVIL CODE § 1542 WHICH STATES “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 IS KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

MODIFICATIONS

We reserve the right to modify these Terms at any time by posting such change here. Your continued use of this Website after such change is made constitutes acceptance of and agreement to be bound by these Terms as modified. If you do not agree with the modified Terms, you must stop using the Website and terminate your account, if you have one. We reserve the right at any time in our sole discretion to modify, discontinue, or remove, temporarily or permanently, the Website (or any part thereof) with or without notice. We will not be liable to you or to any third party for any such modification, suspension, removal, or discontinuance. We do not guarantee that any of your Content or any other Content will be available on the Website, our servers, or our directories at any time, or for any period of time.

TERMINATION OF ACCESS

We may, in our sole and absolute discretion and without notice or liability to you or any third party, immediately suspend, limit your access to, or terminate your access to the Website and/or your account for any reason, including without limitation: (i) if we believe in our sole discretion that you have violated these Terms or any applicable laws or regulations; (ii) at the request of law enforcement, government agencies, or courts; (iii) if you ask us to close your account; (iv) if we discontinue or materially modify the Website (or any part thereof); (v) if unexpected technical or security issues or problems arise; (vi) if we believe in our sole discretion that your use or access to the Website or your account may create risk (including but not limited to legal risk) for us, our affiliates, contractual partners, or users; and/or (vi) following extended periods of inactivity on your account (six (6) months or longer). Termination of your access to the Website and/or your account may include in our sole discretion, but is not limited to: (A) the deletion of some or all of your Content, account information and/or other information associated with your use of the Website and/or your account (or any part thereof) from the Website, our server, or our directories; and/or (B) banning you from using the Website by any available means, including without limitation by blocking your IP address.

Any suspension or termination shall not affect your obligations to us under these Terms. The provisions of these Terms which by their nature should survive the suspension or termination of your access to or use of the Website and/or your account, shall survive including, but not limited to, the rights and licenses that you have granted hereunder, indemnities, releases, disclaimers, limitations on liability, provisions related to choice of law, dispute resolution, and all of the miscellaneous provisions set forth below.

COPYRIGHT POLICY

UP Institute respects the intellectual property of others, and we ask users of our Website to do the same. In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, subscribers or account holders who are deemed to be repeat infringers. We may also at our sole discretion limit access to our Website and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

If you have a good faith belief that any material on this Website infringes upon any copyright which you own or control, or that any link on this Website directs users to another website that contains material that infringes upon any copyright which you own or control, please contact us immediately.

MISCELLANEOUS

You and we agree that any litigation between us shall be filed exclusively in state or federal courts located in the State of California, Los Angeles County. You expressly consent to exclusive jurisdiction in the State of California, Los Angeles County for any litigation between us. These Terms shall be construed in accordance with the laws of the State of California without regard to its conflict of laws rules that would result in the application of the laws of a jurisdiction other than the State of California. YOU AND UP INSTITUTE ALSO EXPRESSLY AGREE TO EXPRESSLY WAIVE THE RIGHT TO A TRIAL BY JURY.

The failure of UP Institute to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid or unenforceable, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the invalid or unenforceable provision, and all other provisions of these Terms shall remain in full force and effect.

Our electronically or otherwise properly stored copy of these Terms will be deemed to be the true, complete, valid, authentic, and enforceable copy, and you agree that you will not contest the admissibility or enforceability of our copy of these Terms in connection with any action or proceeding arising out of or relating to these Terms.

We may assign our rights and duties under these Terms at any time to any third party without notice. You may not assign these Terms without our prior written consent.

You agree that, except as otherwise expressly provided in the Terms, there shall be no third party beneficiaries to these Terms.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Website or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

These Terms constitute the entire agreement between you and us with respect to your access to and use of the Website, and any and all other written or oral agreements or understandings previously existing between you and us with respect to the subject matter hereof are hereby superseded and cancelled.

Please contact us with any questions regarding the Website or these Terms. Any feedback or questions that you provide shall be deemed to be non-confidential, and we shall be free to use such information in accordance with our Privacy Policy.