UGO Entertainment, Inc., its affiliate and subsidiary companies ("UGO") welcomes you to its Web site located at www.ugo.com and its related sites, including but not limited to www.1up.com, www.gamevideos.com, www.mycheats.com, www.gametab.com, www.gamecheats.com, www.gameconnection.com, www.ugoplayer.com, www.animationarcade.com, www.castersrealm.com, www.crgaming.com, www.actressarchives.com, www.atpictures.com, www.absolutepictures.com, www.heromachine.com, www.e3.net, www.celebritywonder.com, www.allmovieportal.com, www.allmoviephoto.com, www.absolutenow.com, www.absolutely.net, www.moono.com, www.absolutecelebrities.com, www.aahceleb.com, www.the-alist.org, www.allmoviestar.com, www.allmegastar.com, and www.moviewallpaper.net (collectively, the "Sites"). The following Terms and Conditions govern
your use of the Sites. Please take a moment to review them. When you
access, view, submit, or use the content, material, or services
available on or through the Sites you agree, on behalf of yourself and
any company or organization on whose behalf you actually or allegedly
act, you indicate that you have read and understand these Terms and
Conditions, and that you agree to them and intend to be legally bound
by them. If you do not agree to these Terms and Conditions, you are not
granted permission to use the Sites and must exit immediately. UGO
reserves the right at any time to modify, alter or update these Terms
of Use. Your use of the Sites following any changes means that you
agree to follow and be bound by the terms as changed. It is the
obligation of users visiting the Sites before the change to learn of
changes to the Terms and Conditions since their last visit. Any change
to the Terms and Conditions shall be effective as to any visitor who
has visited the Sites before the change was made. The Sites must not be
used by children under 13.
1.Materials Submitted to the Sites
The Sites allow you to contribute games, videos, personal listings, postings, and other materials and information for access, use, and commentary by other visitors to the Sites. As to the content and postings that are submitted by users of the Sites, UGO Entertainment, Inc., its subsidiaries, and affiliates (collectively referred to as "UGO") does not guarantee the accuracy or completeness of any content or postings and cannot be responsible for any content or postings. By submitting games, videos, personal listings, postings, materials, information, and content to or using the Sites ("User Materials"), you represent that you have the full legal right to provide the User Materials and that use of the User Materials by the Sites and all other persons and entities will not (a) infringe any intellectual property rights of any person or entity or any rights of publicity, personality, or privacy of any person or entity, including, but not limited to, as a result of your failure to obtain consent to post personally identifying or otherwise private information about a person; (b) violate any law, statute, ordinance, or regulation; (c) be defamatory, libelous or trade libelous, unlawfully threatening, or unlawfully harassing; (d) be obscene, child pornographic, or indecent; (e) violate any community or Internet standard; (f) contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or personal information, or that facilitate or enable such or that are intended to do any of the foregoing; (g) result in product liability, tort, breach of contract, personal injury, death, or property damage; (h) constitute misappropriation of any trade secret or know-how; or (i) constitute disclosure of any confidential information owned by any third party. Upon your submission of User Materials or other material or information to UGO, you grant UGO, and UGO thereby accepts, a worldwide, perpetual, non-terminable, irrevocable, transferable, license to access, use, distribute, perform, reproduce, display, modify, create derivative works based upon, and sublicense, and to permit others to access, use, distribute, perform, reproduce, display, modify, create derivative works based upon, and sublicense, the User Materials that you submit to the Sites for the purpose of providing the Sites and Sites products and services and for all other business purposes of UGO, all without any compensation to you whatsoever. UGO may remove User Materials from the Sites that are libelous, incorrect, spiteful, or otherwise inappropriate, in UGO's sole discretion. UGO shall not be responsible for changes, modifications, or removal any User Materials that you submit to the Sites. If you believe that any content or postings on the Sites violate your intellectual property or other rights, please follow our Complaint Procedure in Section 11 of these Terms and Conditions.
User Materials stored on the Sites are stored by UGO only for permitted temporary online sharing purposes and not for permanent or long-term storage or for temporary archival purposes. UGO will not, and is not obligated to, maintain back-up copies of any User Materials.
2.Permissions for User Materials
You acknowledge and agree that User Materials may be transferred by UGO and its agents, representatives, contractors, and licensees outside of the United States. In addition, you acknowledge and agree that it is your obligation to inform third parties of the processing, including, without limitation, transferring across international borders, of their personal information, such as their name, address, and likeness, in connection with the User Materials. You agree to ensure that any required third parties have given their consent to such processing as required by all applicable law, statute, ordinance, or regulation, including, without limitation, data protection legislation. You shall have sole responsibility for all User Materials, including but not limited to, the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all User Materials. You acknowledge and agree that when you share User Materials with third parties or make available User Materials to third parties, you allow the recipients to share, distribute, reproduce, display, and make prints of such User Materials.
3.Proprietary Rights
All works of authorship, information, content, functional components, and material appearing on, contained in, or made available through the Sites ("Site Materials") are protected by law, including but not limited to, United States copyright law. Except as explicitly stated on the Sites, the entirety of the Site Materials (including, but not limited to, data, illustrations, graphics, audio, video, photographs, pictures, illustrations, recordings, drawings, sketches, artwork, images, text, forms, and look and feel attributes) are UGO's copyrighted works, all rights reserved, or the copyrighted works of UGO's affiliates, licensors, or suppliers. UGO also owns a copyright in the Sites as a collective work and compilation, and in the selection, coordination, arrangement, organization, and enhancement of the Site Materials.
Removing or altering any copyright notice or any other proprietary notice on any Site Materials is strictly prohibited. Any commercial use of any Site Materials, in whole or in part, without the prior written consent of UGO, is prohibited. Any reproduction, distribution, performance, display, preparation of derivative works based upon, framing, capturing, harvesting, or collection of, or creating of hypertext or other links or connections to, any Site Materials or any other proprietary information of UGO, without UGO's advance written consent, is prohibited.
All names, trademarks, service marks, symbols, slogans, and logos appearing on the Sites are proprietary to UGO or its affiliates, licensors, or suppliers. Use or misuse of these trademarks is expressly prohibited and may violate federal and state trademark law.
4.Third Party Materials, Products and Services
The Sites are available for informational purposes only. Parties other than UGO may provide products or services on the Sites. Use of the Sites and the Site Materials and any other material or content on and made available through the Sites is entirely at your own risk. UGO expressly disclaims any and all responsibility for or related to the User Materials or products or services provided by or advertised by these third parties or the transactions you conduct or enter into with these third parties. Additionally, the Sites may, from time to time, contain links to other Internet Web sites for the convenience of users in locating information, products, or services that may be of interest. UGO expressly disclaims any and all responsibility for the content, the accuracy of the information, or quality of products or services provided by or advertised on these third-party sites.
5.Communications With The Sites
UGO welcomes your feedback and suggestions about how to improve our products, information, and services and the Sites, including, without limitation, the feedback and suggestions and all other information, data, material, or other content (collectively, "Submissions") to UGO. Such Submissions shall be deemed User Materials in accordance with Section 1 of these Terms and Conditions. Further, UGO is free to use any ideas, concepts, methods, know-how, techniques, and processes contained in any Submission for any purpose whatsoever, including, but not limited to, creating and marketing products, information, or services using such information.
6.Nature of the Internet
Given the nature of the Internet, the transmission of any communication or material to UGO via the Sites or Internet electronic mail, whether encrypted or otherwise, cannot be guaranteed, and is not represented to be, secure. Alternative to communicating via the Internet or e-mail, UGO can be contacted by regular mail at 300 W. 57th Street, New York, NY 10019, by phone at (917) 934-6767, by facsimile at (917) 934-6744.
7.Privacy Statement
UGO has a Privacy Statement setting out UGO's online information gathering and dissemination practices with respect to the Sites. Click here to view the Privacy Statement, which is incorporated into these Terms and Conditions by reference, as if set forth fully herein.
8.Disclaimer of Warranty and Liability
THE SITES, THE SITE MATERIALS AND USER MATERIALS ON, IN, AND MADE AVAILABLE THROUGH THE SITES, AND THE SERVICES, INFORMATION, INCLUDING BUT NOT LIMITED TO RATING INFORMATION, AND PRODUCTS OFFERED IN CONNECTION WITH THE SITES ARE MADE AVAILABLE "AS IS" AND "WITH ALL FAULTS." USE OF THE SITES IS ENTIRELY AT YOUR OWN RISK.
UGO MAKES NO REPRESENTATIONS OR WARRANTIES, AND DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WITH RESPECT TO THE SITES, THE USER MATERIALS, THE SITE MATERIALS, THE SERVICES, PRODUCTS, INFORMATION, MATERIALS ON AND IN AND MADE AVAILABLE THROUGH THE SITES, INCLUDING BUT NOT LIMITED TO RATING INFORMATION, AND PRODUCTS OFFERED IN CONNECTION THE SITES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, SYSTEMS INTEGRATION, NON-INTERFERENCE, QUALITY, TITLE, AND NON-INFRINGEMENT. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, COMPLETENESS AND EFFORT WITH REGARD TO ANY AND ALL USER MATERIALS, THE SITE MATERIALS, THE SERVICES, PRODUCTS, INFORMATION, MATERIALS ON AND IN AND MADE AVAILABLE THROUGH THE SITES, IS WITH YOU.
UGO SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, EXTRA-CONTRACTUAL, OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, INCLUDING, WITH BUT NOT LIMITED TO, LOST REVENUES OR LOST PROFITS, WHICH MAY OR DOES RESULT FROM THE USE OF, ACCESS TO, OR INABILITY TO USE THE SITES, THE USER MATERIALS, THE SITE MATERIALS, THE SERVICES, PRODUCTS, INFORMATION, MATERIALS ON AND IN AND MADE AVAILABLE THROUGH THE SITES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT ANY PARTY HAD BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES, AND EVEN IF THE REMEDIES OTHERWISE AVAILABLE FAIL OF THEIR ESSENTIAL PURPOSE. UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF UGO TO YOU OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH, BASED UPON, OR ARISING FROM THE SITES, THE SITE MATERIALS ON, IN, AND MADE AVAILABLE THROUGH THE SITES, OR THE SERVICES, INFORMATION, OR PRODUCTS OFFERED IN CONNECTION THEREWITH EXCEED THE PRICE PAID BY YOU DURING THE PRECEDING TWO MONTHS FOR USE OF THE SITES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE TOTAL LIABILITY OF UGO SHALL NOT EXCEED TEN DOLLARS ($10).
9.Corrections and Changes
UGO endeavors to keep the Sites and Site Materials on, in, and through the Sites up-to-date. Without limiting anything else in these Terms and Conditions or otherwise, UGO is not responsible for any errors or omissions in the Sites or Site Materials. UGO may make changes to the Sites or Site Materials, or to the products, information, or services made available in connection with the Sites, at any time, and UGO makes no commitment to update the information contained on or in the Sites. UGO reserves the right to terminate your access to the Sites in the event that you violate these Terms and Conditions or for any reason whatsoever or no reason, with or without notice, in addition to any and all other remedies available at law or in equity.
10.Indemnification
You shall defend UGO and its directors, officers, employees, agents, and contractors ("UGO Indemnitees") against all claims, actions, suits, and other proceedings ("Claims") arising out of or incurred in connection with the Sites and your use of the Sites, your fraud, violation of law, negligence, willful misconduct, or any other use of the Sites, the User Materials, the Site Materials, the services, products, information, materials on and in and made available through the Sites, (except to the extent attributable to UGO), or any breach by you of these Terms and Conditions and shall indemnify and hold UGO Indemnitees harmless from and against all judgments, losses, liabilities, damages, costs, and expenses (including, but not limited to, reasonable attorneys' fees and attorneys' disbursements) arising out of or incurred in connection with such Claims. You may not settle any Claim without the prior written consent of UGO.
UGO may assume the defense of any Claim, at your sole cost and expense, and you shall cooperate in all reasonable respects in such defense. You shall have the right to employ separate counsel in any Claim and to participate in the defense thereof. If UGO does not notify you within 30 days after notice of the Claim that it elects to undertake the defense thereof, you shall have the right to defend the Claim with counsel reasonably acceptable to the UGO, subject to the right of UGO to assume, at its sole cost and expense, the defense of any Claim at any time prior to the settlement or final determination thereof.
11.Complaint Procedure
In accordance with the provisions of the Digital Millennium Copyright Act, 17 USC sec. 512, UGO has designated an agent to receive notices of claims of copyright infringement: Michael Kingfield, 670 Broadway, 2nd Floor, New York, New York 10012 tel: 212-624-3393; abuse@ugo.com. If you believe your copyright has been infringed, you may provide us with notice. To be effective, the notification must be a written communication that includes the following:
* A physical or electronic signature of person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
* 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;
* 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;
* Information reasonably sufficient to permit us to contact you, including an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
* A statement that the complaining party has 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
* A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
We may give notice to our users that we have received a notice of infringement by means of a general notice on our site, electronic mail to a user's e-mail address in our records, or by written communication sent by first-class mail to a user's physical address in our records.
If you receive such a notice, you may provide counter-notification in writing to the designated agent that includes the information below. To be effective, the counter-notification must be a written communication that includes the following:
* Your physical or electronic signature;
* 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;
* A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
* Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a Federal District Court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for the judicial district in which our offices are located, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.
We reserve the right to terminate access to our sites of any user who infringes the proprietary rights of any third party.
12.Use of the Internet
Use of the Internet is solely at your own risk and is subject to all applicable local, state, national, and international laws and regulations. Without limiting anything else in these Terms and Conditions or otherwise, neither UGO nor its contractors will be liable for any loss resulting from failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, natural disasters, strikes or other labor problems, wars, or governmental restrictions.
13.Governing Law and Jurisdiction
These Terms and Conditions, including but not limited to, the Privacy Statement, represent the entire agreement between you and UGO with respect to the subject matter hereof, and supersede any and all prior and contemporaneous written and oral representations, understandings, and agreements, express and implied, and will be governed by and construed in accordance with the laws of the State of New York, without reference to its conflict of law rules; PROVIDED, HOWEVER, THAT THE TERMS OF ANY APPLICABLE LAW NOW OR HEREAFTER ENACTED THAT IS BASED ON, DERIVED FROM, SIMILAR TO, OR CONNECTED WITH THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT DRAFTED BY THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS SHALL NOT APPLY EXCEPT TO THE EXTENT THAT THE LAW EXPRESSLY PROHIBITS ALTERATION BY THESE TERMS AND CONDITIONS OF THE APPLICABILITY OF ONE OR MORE SECTIONS OF THE LAW. By accessing, viewing, or using the works, content, or materials on the Sites, you consent to the exclusive jurisdiction of the federal and state courts presiding in New York City, New York, and agree to accept service of process by personal delivery or mail and hereby waive any and all jurisdictional and venue defenses otherwise available.
14.Securities Information
This Sites and the information contained herein do not constitute an offer or a solicitation of an offer for the purchase or sale of any securities. The Sites may contain information and press releases about UGO, and although this information was believed to be accurate as of the date prepared, UGO disclaims any duty or obligation to update such information. To the extent that any information is deemed to be a "forward looking statement" as defined in the rules and regulations of the Securities Act of 1933, as amended, such information is intended to fit within the "safe harbor" for forward looking information and is subject to material risk factors which may or may not be disclosed herein.
15.Miscellaneous
The Sites are controlled and operated from within the United States. Without limiting anything else, UGO makes no representation that the works, content, materials, services, information, or products available on, in, or through the Sites are appropriate or available for use in other locations, and access to them from territories where they are illegal is prohibited. Those who choose to access the Sites from other locations do so on their own volition and are responsible for compliance with applicable laws. The waiver or failure of UGO to exercise in any respect any right provided hereunder shall not be deemed a waiver of such right in the future or a waiver of any of other rights established under these Terms and Conditions. Headings used in these Terms and Conditions, including, but not limited to, the Privacy Statement, are for reference only and shall not affect the interpretation of these Terms and Conditions (or the Privacy Statement). The waiver or failure of UGO to exercise in any respect any right provided hereunder shall not be deemed a waiver of such right in the future or a waiver of any of other rights established under these Terms and Conditions.
Effective November 2, 2007.
Last updated November 2, 2007
Copyright © 2007 UGO Entertainment, Inc. All rights reserved.
1.Materials Submitted to the Sites
The Sites allow you to contribute games, videos, personal listings, postings, and other materials and information for access, use, and commentary by other visitors to the Sites. As to the content and postings that are submitted by users of the Sites, UGO Entertainment, Inc., its subsidiaries, and affiliates (collectively referred to as "UGO") does not guarantee the accuracy or completeness of any content or postings and cannot be responsible for any content or postings. By submitting games, videos, personal listings, postings, materials, information, and content to or using the Sites ("User Materials"), you represent that you have the full legal right to provide the User Materials and that use of the User Materials by the Sites and all other persons and entities will not (a) infringe any intellectual property rights of any person or entity or any rights of publicity, personality, or privacy of any person or entity, including, but not limited to, as a result of your failure to obtain consent to post personally identifying or otherwise private information about a person; (b) violate any law, statute, ordinance, or regulation; (c) be defamatory, libelous or trade libelous, unlawfully threatening, or unlawfully harassing; (d) be obscene, child pornographic, or indecent; (e) violate any community or Internet standard; (f) contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or personal information, or that facilitate or enable such or that are intended to do any of the foregoing; (g) result in product liability, tort, breach of contract, personal injury, death, or property damage; (h) constitute misappropriation of any trade secret or know-how; or (i) constitute disclosure of any confidential information owned by any third party. Upon your submission of User Materials or other material or information to UGO, you grant UGO, and UGO thereby accepts, a worldwide, perpetual, non-terminable, irrevocable, transferable, license to access, use, distribute, perform, reproduce, display, modify, create derivative works based upon, and sublicense, and to permit others to access, use, distribute, perform, reproduce, display, modify, create derivative works based upon, and sublicense, the User Materials that you submit to the Sites for the purpose of providing the Sites and Sites products and services and for all other business purposes of UGO, all without any compensation to you whatsoever. UGO may remove User Materials from the Sites that are libelous, incorrect, spiteful, or otherwise inappropriate, in UGO's sole discretion. UGO shall not be responsible for changes, modifications, or removal any User Materials that you submit to the Sites. If you believe that any content or postings on the Sites violate your intellectual property or other rights, please follow our Complaint Procedure in Section 11 of these Terms and Conditions.
User Materials stored on the Sites are stored by UGO only for permitted temporary online sharing purposes and not for permanent or long-term storage or for temporary archival purposes. UGO will not, and is not obligated to, maintain back-up copies of any User Materials.
2.Permissions for User Materials
You acknowledge and agree that User Materials may be transferred by UGO and its agents, representatives, contractors, and licensees outside of the United States. In addition, you acknowledge and agree that it is your obligation to inform third parties of the processing, including, without limitation, transferring across international borders, of their personal information, such as their name, address, and likeness, in connection with the User Materials. You agree to ensure that any required third parties have given their consent to such processing as required by all applicable law, statute, ordinance, or regulation, including, without limitation, data protection legislation. You shall have sole responsibility for all User Materials, including but not limited to, the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all User Materials. You acknowledge and agree that when you share User Materials with third parties or make available User Materials to third parties, you allow the recipients to share, distribute, reproduce, display, and make prints of such User Materials.
3.Proprietary Rights
All works of authorship, information, content, functional components, and material appearing on, contained in, or made available through the Sites ("Site Materials") are protected by law, including but not limited to, United States copyright law. Except as explicitly stated on the Sites, the entirety of the Site Materials (including, but not limited to, data, illustrations, graphics, audio, video, photographs, pictures, illustrations, recordings, drawings, sketches, artwork, images, text, forms, and look and feel attributes) are UGO's copyrighted works, all rights reserved, or the copyrighted works of UGO's affiliates, licensors, or suppliers. UGO also owns a copyright in the Sites as a collective work and compilation, and in the selection, coordination, arrangement, organization, and enhancement of the Site Materials.
Removing or altering any copyright notice or any other proprietary notice on any Site Materials is strictly prohibited. Any commercial use of any Site Materials, in whole or in part, without the prior written consent of UGO, is prohibited. Any reproduction, distribution, performance, display, preparation of derivative works based upon, framing, capturing, harvesting, or collection of, or creating of hypertext or other links or connections to, any Site Materials or any other proprietary information of UGO, without UGO's advance written consent, is prohibited.
All names, trademarks, service marks, symbols, slogans, and logos appearing on the Sites are proprietary to UGO or its affiliates, licensors, or suppliers. Use or misuse of these trademarks is expressly prohibited and may violate federal and state trademark law.
4.Third Party Materials, Products and Services
The Sites are available for informational purposes only. Parties other than UGO may provide products or services on the Sites. Use of the Sites and the Site Materials and any other material or content on and made available through the Sites is entirely at your own risk. UGO expressly disclaims any and all responsibility for or related to the User Materials or products or services provided by or advertised by these third parties or the transactions you conduct or enter into with these third parties. Additionally, the Sites may, from time to time, contain links to other Internet Web sites for the convenience of users in locating information, products, or services that may be of interest. UGO expressly disclaims any and all responsibility for the content, the accuracy of the information, or quality of products or services provided by or advertised on these third-party sites.
5.Communications With The Sites
UGO welcomes your feedback and suggestions about how to improve our products, information, and services and the Sites, including, without limitation, the feedback and suggestions and all other information, data, material, or other content (collectively, "Submissions") to UGO. Such Submissions shall be deemed User Materials in accordance with Section 1 of these Terms and Conditions. Further, UGO is free to use any ideas, concepts, methods, know-how, techniques, and processes contained in any Submission for any purpose whatsoever, including, but not limited to, creating and marketing products, information, or services using such information.
6.Nature of the Internet
Given the nature of the Internet, the transmission of any communication or material to UGO via the Sites or Internet electronic mail, whether encrypted or otherwise, cannot be guaranteed, and is not represented to be, secure. Alternative to communicating via the Internet or e-mail, UGO can be contacted by regular mail at 300 W. 57th Street, New York, NY 10019, by phone at (917) 934-6767, by facsimile at (917) 934-6744.
7.Privacy Statement
UGO has a Privacy Statement setting out UGO's online information gathering and dissemination practices with respect to the Sites. Click here to view the Privacy Statement, which is incorporated into these Terms and Conditions by reference, as if set forth fully herein.
8.Disclaimer of Warranty and Liability
THE SITES, THE SITE MATERIALS AND USER MATERIALS ON, IN, AND MADE AVAILABLE THROUGH THE SITES, AND THE SERVICES, INFORMATION, INCLUDING BUT NOT LIMITED TO RATING INFORMATION, AND PRODUCTS OFFERED IN CONNECTION WITH THE SITES ARE MADE AVAILABLE "AS IS" AND "WITH ALL FAULTS." USE OF THE SITES IS ENTIRELY AT YOUR OWN RISK.
UGO MAKES NO REPRESENTATIONS OR WARRANTIES, AND DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WITH RESPECT TO THE SITES, THE USER MATERIALS, THE SITE MATERIALS, THE SERVICES, PRODUCTS, INFORMATION, MATERIALS ON AND IN AND MADE AVAILABLE THROUGH THE SITES, INCLUDING BUT NOT LIMITED TO RATING INFORMATION, AND PRODUCTS OFFERED IN CONNECTION THE SITES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, SYSTEMS INTEGRATION, NON-INTERFERENCE, QUALITY, TITLE, AND NON-INFRINGEMENT. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, COMPLETENESS AND EFFORT WITH REGARD TO ANY AND ALL USER MATERIALS, THE SITE MATERIALS, THE SERVICES, PRODUCTS, INFORMATION, MATERIALS ON AND IN AND MADE AVAILABLE THROUGH THE SITES, IS WITH YOU.
UGO SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, EXTRA-CONTRACTUAL, OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, INCLUDING, WITH BUT NOT LIMITED TO, LOST REVENUES OR LOST PROFITS, WHICH MAY OR DOES RESULT FROM THE USE OF, ACCESS TO, OR INABILITY TO USE THE SITES, THE USER MATERIALS, THE SITE MATERIALS, THE SERVICES, PRODUCTS, INFORMATION, MATERIALS ON AND IN AND MADE AVAILABLE THROUGH THE SITES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT ANY PARTY HAD BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES, AND EVEN IF THE REMEDIES OTHERWISE AVAILABLE FAIL OF THEIR ESSENTIAL PURPOSE. UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF UGO TO YOU OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH, BASED UPON, OR ARISING FROM THE SITES, THE SITE MATERIALS ON, IN, AND MADE AVAILABLE THROUGH THE SITES, OR THE SERVICES, INFORMATION, OR PRODUCTS OFFERED IN CONNECTION THEREWITH EXCEED THE PRICE PAID BY YOU DURING THE PRECEDING TWO MONTHS FOR USE OF THE SITES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE TOTAL LIABILITY OF UGO SHALL NOT EXCEED TEN DOLLARS ($10).
9.Corrections and Changes
UGO endeavors to keep the Sites and Site Materials on, in, and through the Sites up-to-date. Without limiting anything else in these Terms and Conditions or otherwise, UGO is not responsible for any errors or omissions in the Sites or Site Materials. UGO may make changes to the Sites or Site Materials, or to the products, information, or services made available in connection with the Sites, at any time, and UGO makes no commitment to update the information contained on or in the Sites. UGO reserves the right to terminate your access to the Sites in the event that you violate these Terms and Conditions or for any reason whatsoever or no reason, with or without notice, in addition to any and all other remedies available at law or in equity.
10.Indemnification
You shall defend UGO and its directors, officers, employees, agents, and contractors ("UGO Indemnitees") against all claims, actions, suits, and other proceedings ("Claims") arising out of or incurred in connection with the Sites and your use of the Sites, your fraud, violation of law, negligence, willful misconduct, or any other use of the Sites, the User Materials, the Site Materials, the services, products, information, materials on and in and made available through the Sites, (except to the extent attributable to UGO), or any breach by you of these Terms and Conditions and shall indemnify and hold UGO Indemnitees harmless from and against all judgments, losses, liabilities, damages, costs, and expenses (including, but not limited to, reasonable attorneys' fees and attorneys' disbursements) arising out of or incurred in connection with such Claims. You may not settle any Claim without the prior written consent of UGO.
UGO may assume the defense of any Claim, at your sole cost and expense, and you shall cooperate in all reasonable respects in such defense. You shall have the right to employ separate counsel in any Claim and to participate in the defense thereof. If UGO does not notify you within 30 days after notice of the Claim that it elects to undertake the defense thereof, you shall have the right to defend the Claim with counsel reasonably acceptable to the UGO, subject to the right of UGO to assume, at its sole cost and expense, the defense of any Claim at any time prior to the settlement or final determination thereof.
11.Complaint Procedure
In accordance with the provisions of the Digital Millennium Copyright Act, 17 USC sec. 512, UGO has designated an agent to receive notices of claims of copyright infringement: Michael Kingfield, 670 Broadway, 2nd Floor, New York, New York 10012 tel: 212-624-3393; abuse@ugo.com. If you believe your copyright has been infringed, you may provide us with notice. To be effective, the notification must be a written communication that includes the following:
* A physical or electronic signature of person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
* 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;
* 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;
* Information reasonably sufficient to permit us to contact you, including an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
* A statement that the complaining party has 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
* A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
We may give notice to our users that we have received a notice of infringement by means of a general notice on our site, electronic mail to a user's e-mail address in our records, or by written communication sent by first-class mail to a user's physical address in our records.
If you receive such a notice, you may provide counter-notification in writing to the designated agent that includes the information below. To be effective, the counter-notification must be a written communication that includes the following:
* Your physical or electronic signature;
* 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;
* A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
* Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a Federal District Court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for the judicial district in which our offices are located, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.
We reserve the right to terminate access to our sites of any user who infringes the proprietary rights of any third party.
12.Use of the Internet
Use of the Internet is solely at your own risk and is subject to all applicable local, state, national, and international laws and regulations. Without limiting anything else in these Terms and Conditions or otherwise, neither UGO nor its contractors will be liable for any loss resulting from failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, natural disasters, strikes or other labor problems, wars, or governmental restrictions.
13.Governing Law and Jurisdiction
These Terms and Conditions, including but not limited to, the Privacy Statement, represent the entire agreement between you and UGO with respect to the subject matter hereof, and supersede any and all prior and contemporaneous written and oral representations, understandings, and agreements, express and implied, and will be governed by and construed in accordance with the laws of the State of New York, without reference to its conflict of law rules; PROVIDED, HOWEVER, THAT THE TERMS OF ANY APPLICABLE LAW NOW OR HEREAFTER ENACTED THAT IS BASED ON, DERIVED FROM, SIMILAR TO, OR CONNECTED WITH THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT DRAFTED BY THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS SHALL NOT APPLY EXCEPT TO THE EXTENT THAT THE LAW EXPRESSLY PROHIBITS ALTERATION BY THESE TERMS AND CONDITIONS OF THE APPLICABILITY OF ONE OR MORE SECTIONS OF THE LAW. By accessing, viewing, or using the works, content, or materials on the Sites, you consent to the exclusive jurisdiction of the federal and state courts presiding in New York City, New York, and agree to accept service of process by personal delivery or mail and hereby waive any and all jurisdictional and venue defenses otherwise available.
14.Securities Information
This Sites and the information contained herein do not constitute an offer or a solicitation of an offer for the purchase or sale of any securities. The Sites may contain information and press releases about UGO, and although this information was believed to be accurate as of the date prepared, UGO disclaims any duty or obligation to update such information. To the extent that any information is deemed to be a "forward looking statement" as defined in the rules and regulations of the Securities Act of 1933, as amended, such information is intended to fit within the "safe harbor" for forward looking information and is subject to material risk factors which may or may not be disclosed herein.
15.Miscellaneous
The Sites are controlled and operated from within the United States. Without limiting anything else, UGO makes no representation that the works, content, materials, services, information, or products available on, in, or through the Sites are appropriate or available for use in other locations, and access to them from territories where they are illegal is prohibited. Those who choose to access the Sites from other locations do so on their own volition and are responsible for compliance with applicable laws. The waiver or failure of UGO to exercise in any respect any right provided hereunder shall not be deemed a waiver of such right in the future or a waiver of any of other rights established under these Terms and Conditions. Headings used in these Terms and Conditions, including, but not limited to, the Privacy Statement, are for reference only and shall not affect the interpretation of these Terms and Conditions (or the Privacy Statement). The waiver or failure of UGO to exercise in any respect any right provided hereunder shall not be deemed a waiver of such right in the future or a waiver of any of other rights established under these Terms and Conditions.
Effective November 2, 2007.
Last updated November 2, 2007
Copyright © 2007 UGO Entertainment, Inc. All rights reserved.
