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uStu­dio Terms of Use

Last Mod­i­fied: August 2013

1. ACCEPTANCE OF TERMS

Wel­come to uStu­dio, a ser­vice of uStu­dio Inc. uStu­dio offers soft­ware, pub­lish­ing ser­vices, ana­lyt­ics, other tools and advice to help you man­age your videos.

IMPORTANT – PLEASE READ THESE TERMS OF USE (“TERMS”) CAREFULLY BEFORE USING USTUDIO.

THESE TERMS CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR AN ENTITY) AND USTUDIO INC., ITS SUPPLIERS AND LICENSORS (COLLECTIVELY, THE “COMPANY”, “WE” or “US”) AND GOVERNS YOUR USE OF USTUDIO AND THE SERVICES (AS DEFINED BELOW).

BY CLICKING ON THE “I ACCEPT” BUTTON AND INSTALLING, COPYING OR OTHERWISE USING THE SERVICES AS PERMITTED HEREIN, YOU AGREE THAT YOUR USE OFUSTUDIO AND THE SERVICES IS SUBJECT TO THESE TERMS OF USE. YOUR USE OF THE SERVICES ACKNOWLEDGES THAT YOU HAVE READ THESE TERMS, UNDERSTAND THEM, AND AGREE TO BE BOUND BY ALL OF THE TERMS STATED HEREIN. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS HEREOF, DO NOT USE THE SERVICES OR THIS SITE AND EXIT NOW.

IF YOU HAVE ENTERED INTO A WRITTEN AGREEMENT WITH US THAT INCORPORATES THESE TERMS OF SERVICE BY REFERENCE THEREIN, THEN YOU HAVE AGREED TO BE BOUND BY THE TERMS AND CONDITIONS STATED HEREIN (EVEN IF YOU DO NOT CLICK TO ACCEPT AS DESCRIBED ABOVE).

BY ACCEPTING THESE TERMS OF SERVICE, YOU REPRESENT THAT YOU ARE AUTHORIZED TO USE THE SERVICES AND ACCEPT THE OBLIGATIONS SET FORTH HEREIN ON YOUR OWN BEHALF OR ON BEHALF OF ANOTHER PERSON OR ENTITY. ANY AND ALL UNAUTHORIZED USE OF THE SERVICES IS STRICTLY PROHIBITED.

USTUDIO MAY UPDATE AND CHANGE ANY OR ALL OF THESE TERMS, INCLUDING BUT NOT LIMITED TO THE FEES AND CHARGES ASSOCIATED WITH THE USE OF THE SERVICES. IF WE UPDATE OR CHANGE THESE TERMS, WE WILL POST THE UPDATED TERMS AT USTUDIO.COM/TERMS-OF-USE.

THE UPDATED TERMS WILL BECOME EFFECTIVE AND BINDING ON THE FIFTH (5th) BUSINESS DAY AFTER THEY ARE POSTED. WHEN WE CHANGE THESE TERMS, WE WILL MODIFY THE “LAST MODIFIED” DATE ABOVE. WE ENCOURAGE YOU TO REVIEW THESE TERMS PERIODICALLY.

2. DESCRIPTION OF SERVICES

uStu­dio pro­vides users with access to a rich col­lec­tion of soft­ware, ser­vices, tools, and resources, includ­ing, with­out lim­i­ta­tion, all con­tent and web pages on uStudio.com, uStu­dio ana­lyt­ics, uStu­dio video tech­nol­ogy, uStu­dio pub­lish­ing & syn­di­ca­tion ser­vices, APIs, video con­tent man­age­ment tools, and other infor­ma­tion, con­tent and ser­vices, band­width and con­tent stor­age which may be acces­si­ble through any medium or device now known or here­after devel­oped (col­lec­tively referred to as “Ser­vices”). For the sake of clar­ity, some but not all, of these Ser­vices are fur­ther defined below.

2.1 uStu­dio Ana­lyt­ics pro­vides data regard­ing a video’s con­sump­tion, such as how many views your videos have received and where they have come from. uStu­dio Ana­lyt­ics pro­vides this data in a num­ber of for­mats includ­ing charts and aggre­gate data, as well as tools to ana­lyze and export video view­ing history.

2.2 The uStu­dio Video Tech­nol­ogy includes video ingest, video play­ers, video pages, video meta­data man­age­ment and video encoding,

2.3 uStu­dio Pub­lish­ing & Syn­di­ca­tion allow you to post your video to pub­lisher sites, ser­vices, devices, or plat­forms of your choos­ing. A cur­rent list of avail­able pub­lish­ers is avail­able through uStu­dio. All video pub­lish­ing is sub­ject to the applic­a­ble terms and con­di­tions of the cho­sen video publisher(s) link­able from uStu­dio, and you agree to be bound by such terms and con­di­tions, unless you have nego­ti­ated in writ­ing sep­a­rate terms & con­di­tions with any given video pub­lisher that gov­ern your video syn­di­ca­tion relationship.

2.4 The Ser­vices to which you have access depends on the sub­scrip­tion plan that you choose. Your uStu­dio sub­scrip­tion will include the fea­tures that are described on the uStu­dio, Inc. web­site or spec­i­fied through a sep­a­rate agree­ment with uStu­dio for the prod­uct for which you subscribe.

2.5 We may pro­vide you with addi­tional cus­tom ser­vices upon your request and in a sep­a­rate agree­ment. These cus­tom ser­vices will be sub­ject to both the terms and con­di­tions of that sep­a­rate agree­ment as well as to these Terms of Use herein.

2.6 Any new fea­tures that aug­ment or enhance the cur­rent Ser­vices, includ­ing the release of new tools and resources, shall be sub­ject to these Terms of Use.

2.7 You also under­stand and agree that the Ser­vices may include adver­tise­ments and that these adver­tise­ments are nec­es­sary for uStu­dio to pro­vide the Ser­vices. You also under­stand and agree that the Ser­vices may include cer­tain com­mu­ni­ca­tions from uStu­dio, such as ser­vice announce­ments, admin­is­tra­tive mes­sages and the uStu­dio newslet­ter, and that these com­mu­ni­ca­tions are con­sid­ered part of the uStu­dio membership.

2.8 You agree not to access the Ser­vices by any means other than through the inter­faces that are pro­vided by uStu­dio for use in access­ing the Services.

3. REGISTRATION

To reg­is­ter and in order to use the Ser­vices, you must pro­vide us with cer­tain infor­ma­tion, includ­ing but not lim­ited to your name, a valid mail­ing address, an email address, pay­ment infor­ma­tion, and other infor­ma­tion spec­i­fied in the reg­is­tra­tion form (“Reg­is­tra­tion Data”). By reg­is­ter­ing, and in con­sid­er­a­tion of the use of the Ser­vices, you rep­re­sent and war­rant that: (i) the Reg­is­tra­tion Data that you pro­vide about your­self is true, accu­rate, cur­rent, and com­plete. You autho­rize the Com­pany to con­firm the truth­ful­ness and accu­racy of Reg­is­tra­tion Data. If you pro­vide any infor­ma­tion that is untrue, inac­cu­rate, not cur­rent or incom­plete, or if we have rea­son­able grounds to sus­pect that such infor­ma­tion is untrue, inac­cu­rate, not cur­rent or incom­plete, we have the right to sus­pend or ter­mi­nate your sub­scrip­tion and refuse any and all cur­rent or future use of the Services.

You are respon­si­ble for the secu­rity of your username(s) and password(s) and for any use of your account. You agree to (i) imme­di­ately notify us of any unau­tho­rized use of your pass­word or account or any other breach of secu­rity by send­ing an email to support@ustudio.com, and (ii) ensure that you exit from your account at the end of each ses­sion. We can­not and will not be liable for any loss or dam­age aris­ing from your fail­ure to com­ply with this Sec­tion 3.

By reg­is­ter­ing for, or access­ing and using, the Ser­vices, you acknowl­edge receipt of and sig­nify your agree­ment to the uStu­dio Pri­vacy Pol­icy, found at ustudio.com/privacy and incor­po­rated herein by reference.

4. PRICING AND PAYMENT

The applic­a­ble prices are avail­able through uStu­dio Sales and they may change from time to time, with­out prior notice to you. We may also choose to offer cus­tomers spe­cial pric­ing and plans that are not made gen­er­ally available.

Your uStu­dio sub­scrip­tion is billed promptly upon your com­ple­tion of the uStudio Purchase Agreement, which stipulates your agree­ment to Terms of Use and your selec­tion of a license and ser­vices plan and term.

The fee due will depend on the plan and term that you choose. Any changes to the plan or term can be addressed through uStudio Sales.

You have thirty days (30) from the start of your term to cancel your subscription for any reason. To can­cel, please email cancel@ustudio.com. No refunds of fees will be made. Note: If you can­cel your sub­scrip­tion, you will not have access to the Ser­vices after the effec­tive date of your can­cel­la­tion. The Com­pany may, in its sole dis­cre­tion, delete all of your data, images, con­tent, videos, and infor­ma­tion imme­di­ately upon the effec­tive date of cancellation.

Pay­ment for addi­tional fees such as pro­fes­sional ser­vices, software development services, con­sult­ing, and migra­tion fees are due at the start of the service with no refunds.

All quoted prices are exclu­sive of sales tax, which will be added when applic­a­ble. You shall be respon­si­ble for pay­ment of all taxes, levies, or duties.

5. USE AND LIMITATIONS OF USE

Sub­ject to your timely pay­ment of fees for the use of uStu­dio and the Ser­vices when due, the Com­pany hereby grants you a per­sonal, non-transferable, non-exclusive, ter­minable right and license to use the Ser­vices that cor­re­spond to the sub­scrip­tion that you have pur­chased, on these Terms of Use. You are lim­ited to the Ser­vices for which you have pur­chased and subscribed.

Your license to use the Ser­vices is con­di­tioned upon your rep­re­sen­ta­tion and war­ranty that:

  • You will not (and will not allow any third-party to) copy, mod­ify, cre­ate a deriv­a­tive work from, reverse engi­neer, reverse assem­ble or oth­er­wise attempt to dis­cover any of our source code;
  • You will not sell, assign, sub­li­cense, dis­trib­ute, com­mer­cially exploit, grant a secu­rity inter­est in, or oth­er­wise trans­fer any right in, or make avail­able to a third party, the Ser­vices in any way;
  • You will not “frame” or “mir­ror” any of the Ser­vices in any server or wire­less or Internet-based device;
  • You will not use or launch any auto­mated sys­tem, includ­ing with­out lim­i­ta­tion to “robots,” “spi­ders,” or “offline read­ers,” that accesses the Ser­vices in a man­ner that sends more request mes­sages to the uStu­dio servers in a given period of time than a human can rea­son­ably pro­duce in the same period using a con­ven­tional on-line Web browser;
  • You will not use the Ser­vices in any man­ner that could dam­age, dis­able, over­bur­den, or impair any Ser­vices or web­site or inter­fere with any other party’s use and enjoy­ment of the Services;
  • You will not mod­ify soft­ware made avail­able to you through the Ser­vices in any man­ner or form, nor use mod­i­fied ver­sions of the Ser­vices or such soft­ware, includ­ing (with­out lim­i­ta­tion) for the pur­pose of obtain­ing unau­tho­rized access to the Services;
  • You will not access the Ser­vices by any means other than through the inter­face that is pro­vided by uStu­dio for use in access­ing the Services;
  • You will not obtain or attempt to obtain any mate­ri­als or infor­ma­tion through any means that we have not inten­tion­ally made avail­able or pro­vided; and
  • You will not use the Ser­vices for any pur­pose that is unlaw­ful or pro­hib­ited by these terms, con­di­tions and notices.

Any unau­tho­rized use of the Ser­vices may vio­late patent, copy­right, trade­mark, and other laws. You agree to coop­er­ate with the Com­pany to pre­vent any unau­tho­rized copy­ing of the Services.

6. USER SUBMITTED CONTENT

We dis­claim own­er­ship of the Con­tent you trans­mit to uStu­dio. By sub­mit­ting Con­tent to uStu­dio in order to uti­lize the Ser­vices, you grant us a universe-wide, royalty-free, and non-exclusive license to repro­duce, mod­ify, adapt and pub­lish the Con­tent solely for the pur­pose of trans­mit­ting the Con­tent to publisher(s) on your behalf and track­ing said Con­tent as described above. This license exists only for as long as you con­tinue to main­tain an account with uStu­dio and shall be ter­mi­nated at the time your account is closed.

You under­stand that all infor­ma­tion, data, text, soft­ware, music, sound, pho­tographs, graph­ics, video, mes­sages, goods, prod­ucts, ser­vices or other mate­ri­als (“Con­tent”) are the sole respon­si­bil­ity of the per­son from which the con­tent orig­i­nated. This means that you, and not the Com­pany, are entirely respon­si­ble for all Con­tent that you upload, post, trans­mit, or oth­er­wise make avail­able via the Ser­vices. We do not con­trol the Con­tent posted via the Ser­vices, and, as such, we do not guar­an­tee the accu­racy, integrity or qual­ity of such Content.

Under no cir­cum­stances will we be liable in any way for Con­tent, includ­ing, but not lim­ited to, for any errors or omis­sions in any Con­tent, or for any loss or dam­age of any kind incurred as a result of the use of any Con­tent posted, trans­mit­ted or oth­er­wise made avail­able via the Ser­vices. You acknowl­edge that we shall have the right, in our sole dis­cre­tion, to refuse or move any Con­tent that is avail­able via the Ser­vices. You agree that you must eval­u­ate, and bear all risks asso­ci­ated with, the use of any Con­tent, includ­ing any reliance on the accu­racy, com­plete­ness, or use­ful­ness of such Content.

You under­stand that the tech­ni­cal pro­cess­ing and trans­mis­sion of the Ser­vices, 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. Should Con­tent be found or reported to be in vio­la­tion of, but not lim­ited to, the fol­low­ing terms, it will be in the Company’s sole dis­cre­tion as to what action should be taken.

You agree that you will not:

  • upload, post, trans­mit or oth­er­wise make avail­able any Con­tent that is unlaw­ful, harm­ful, threat­en­ing, abu­sive, porno­graphic, harass­ing, tor­tu­ous, defam­a­tory, vul­gar, obscene, libelous, inva­sive of another’s pri­vacy (includ­ing, but not lim­ited to, any address, e-mail, phone num­ber, or any other con­tact infor­ma­tion with­out the con­sent of the owner of such infor­ma­tion), hate­ful, or racially, eth­ni­cally, or oth­er­wise objectionable;
  • harm minors in any way;
  • upload, post or oth­er­wise trans­mit any Con­tent that you do not have a right to trans­mit under any law or under con­trac­tual or fidu­ciary rela­tion­ships (such as inside infor­ma­tion, pro­pri­etary and con­fi­den­tial infor­ma­tion learned or dis­closed as part of employ­ment rela­tion­ships or under nondis­clo­sure agreements);
  • upload, post or oth­er­wise trans­mit any Con­tent that infringes any patent, trade­mark, trade secret, copy­right, rights of pri­vacy or pub­lic­ity, or any other pro­pri­etary rights of any party;
  • upload, post or trans­mit unso­licited com­mer­cial email or “spam”. This includes uneth­i­cal mar­ket­ing, adver­tis­ing, or any other prac­tice that is in any way con­nected with “spam”, such as (a) send­ing mass email to recip­i­ents who haven’t requested email from you or with a fake return address, (b) pro­mot­ing a site with inap­pro­pri­ate links, titles, descrip­tions, or © pro­mot­ing your Con­tent by post­ing mul­ti­ple sub­mis­sions in pub­lic forums that are iden­ti­cal. Also defined as “spam” are any videos involv­ing affil­i­ate mar­ket­ing, net­work mar­ket­ing, cash gift­ing, multi-level mar­ket­ing, phish­ing, or any videos that a rea­son­able per­son would con­sider to be a scam. Fur­ther, “spam” can include any con­tent that the Com­pany deems not enter­tain­ing or informative;
  • upload, post or oth­er­wise trans­mit any mate­r­ial that con­tains soft­ware viruses or any other com­puter code, files or pro­grams designed to inter­rupt, destroy or limit the func­tion­al­ity of any com­puter soft­ware or hard­ware or telecom­mu­ni­ca­tions equipment;
  • inter­fere with or dis­rupt the Ser­vices or servers or net­works con­nected to the Ser­vices, or dis­obey any require­ments, pro­ce­dures, poli­cies or reg­u­la­tions of net­works con­nected to the Services;
  • inten­tion­ally or unin­ten­tion­ally vio­late any applic­a­ble local, state, national or inter­na­tional law, includ­ing, but not lim­ited to, reg­u­la­tions pro­mul­gated by the U.S. Secu­ri­ties and Exchange Com­mis­sion, any rules of any national or other secu­ri­ties exchange, includ­ing with­out lim­i­ta­tion, the New York Stock Exchange, the Amer­ica Stock Exchange, or the NASDAQ, and any reg­u­la­tions hav­ing the force of law;
  • “stalk” or oth­er­wise harass another;
  • pro­mote or pro­vide instruc­tional infor­ma­tion about ille­gal activ­i­ties, pro­mote phys­i­cal harm or injury against any group or indi­vid­ual, or pro­mote any act of cru­elty to ani­mals. This may include, with­out lim­i­ta­tion, pro­vid­ing instruc­tions on how to assem­ble bombs, grenades and other weapons or incen­di­ary devices;
  • offer for sale or sell any item, good or ser­vice that (a) vio­lates any applic­a­ble fed­eral, state, or local law or reg­u­la­tion, (b) you do not have full power and author­ity under all rel­e­vant laws and reg­u­la­tions to offer and sell, includ­ing all nec­es­sary licenses and autho­riza­tion, or © we deter­mine, in our sole dis­cre­tion, is inap­pro­pri­ate for sale through the Ser­vice pro­vided by us; or
  • upload, post or oth­er­wise trans­mit com­mer­cially ori­ented content.

 

You acknowl­edge that the Com­pany shall have the right in its sole dis­cre­tion to refuse or remove any Con­tent that is avail­able via the Ser­vices. With­out lim­it­ing the fore­go­ing, we reserve the right to refuse any Con­tent that vio­lates these Terms of Use or is oth­er­wise objec­tion­able, in our sole dis­cre­tion. You agree that you must eval­u­ate, and bear all risks asso­ci­ated with, the use of any Con­tent, includ­ing any reliance on the accu­racy, com­plete­ness, or use­ful­ness of such Content.

7. CUSTOMER SUPPORT

Cus­tomer Sup­port for your sub­scrip­tion is included in your sub­scrip­tion fee. The level of sup­port to which you are enti­tled depends on the sub­scrip­tion plan that you choose, and is described on the plan documentation.
Phone sup­port for the Ser­vices is avail­able 9am to 5pm Cen­tral Stan­dard Time, Mon­day through Fri­day, exclud­ing US national hol­i­days. We accept web­form sub­mis­sions and emails 24 hours per day X 7 days per week. Web­form responses are pro­vided dur­ing reg­u­lar busi­ness hours only. We attempt to respond to web­form sup­port ques­tions within one busi­ness day; in prac­tice, our responses are gen­er­ally faster, how­ever, we do not promise or guar­an­tee any spe­cific response time.

8. THIRD PARTY SITES

In con­nec­tion with the Ser­vices, they may con­tain links to third-party web­sites, devices, net­works, and plat­forms (“Linked Sites”) that are not under our con­trol. We are not respon­si­ble for the con­tents of any Linked Site includ­ing with­out lim­i­ta­tion any changes or updates to a Linked Site. The Linked Sites are pro­vided to you as part of the Ser­vices, and the inclu­sion of any Linked Site does not imply endorse­ment by us of the Linked Site or any asso­ci­a­tion with its oper­a­tors. By agree­ing to the uStu­dio Terms, you are agree­ing to these Terms of Use of the Linked Sites to which you are deploy­ing Content.

9. ACCESS TO APIs

Depend­ing on the sub­scrip­tion plan that you choose, the Ser­vices may include access to appli­ca­tion pro­gram­ming inter­faces (“APIs”). The terms of use for APIs are gov­erned by a sep­a­rate agreement.
We do not rep­re­sent or war­rant, and specif­i­cally dis­claim, that any APIs will be avail­able with­out inter­rup­tion or with­out bugs.

10. CUSTOMER REFERENCE

You agree that we can use your com­pany name and logo in con­nec­tion with mar­ket­ing and pro­mot­ing the Services.

11. INTERNATIONAL USE

You agree to com­ply with all local rules regard­ing online con­duct and accept­able Con­tent. Specif­i­cally, you agree to com­ply with all applic­a­ble laws regard­ing the trans­mis­sion of tech­ni­cal data exported from the United States or the coun­try in which you reside.

12. INDEMNITY

You agree to indem­nify, defend, and hold harm­less the Com­pany and its sub­sidiaries, affil­i­ates, direc­tors, offi­cers, agents, co-branders, other part­ners, investors, and employ­ees, from any claim or demand, includ­ing rea­son­able attor­neys’ fees, made by any third party due to or aris­ing out of your Con­tent, your use of the Ser­vices, your vio­la­tion of these Terms of Use, or your vio­la­tion of any rights of another, whether you are a reg­is­tered user or not. The user is solely respon­si­ble for his or her actions when using the Services.

13. RESALE OF SERVICES

You agree not to repro­duce, dupli­cate, copy, sell, resell or exploit any por­tion of the Ser­vices, use of the Ser­vices, or access to the Ser­vices with­out our express permission.

14. MODIFICATIONS TO SERVICES

We reserve the right at any time and from time to time to mod­ify or dis­con­tinue, tem­porar­ily or per­ma­nently, the Ser­vices (or any por­tion thereof) with or with­out notice at any time. You agree that we shall not be liable to you or to any third part for any mod­i­fi­ca­tion, sus­pen­sion, or dis­con­tin­u­ance of the Services.

You acknowl­edge that we may estab­lish gen­eral prac­tices and lim­its con­cern­ing use of the Ser­vices and may mod­ify such prac­tices and lim­its from time to time.

15. PROPRIETARY RIGHTS

You acknowl­edge and agree that the Ser­vices and any nec­es­sary soft­ware used in con­nec­tion with the Ser­vices (“Soft­ware”) and any ana­lyt­i­cal data derived from (“Data”) your use of the Ser­vices con­tain pro­pri­etary and con­fi­den­tial infor­ma­tion that is pro­tected by applic­a­ble intel­lec­tual prop­erty and other laws includ­ing patent, trade­mark, and copy­right laws. With­out lim­it­ing the pre­ced­ing sen­tence, you fur­ther acknowl­edge and agree that the Com­pany retains all right, title and inter­est in and to the Ser­vices and Data, includ­ing indi­vid­ual web pages, appli­ca­tion code, user inter­faces, com­po­nents of web pages, and col­lec­tive works avail­able through the Ser­vices, and you shall not acquire any right, title or inter­est in or to any intel­lec­tual prop­erty rights relat­ing thereto. Except as expressly autho­rized in writ­ing by the Com­pany, you agree not to mod­ify, retrieve, save, rent, copy, lease, loan, sell, dis­trib­ute or cre­ate deriv­a­tive works based on the Ser­vices, Data, or the Soft­ware, in whole or in part. All good­will aris­ing out of your use of any of the Company’s trade­marks shall inure solely to the ben­e­fit of the Company.
We do not want to receive con­fi­den­tial or pro­pri­etary infor­ma­tion from you through the Ser­vices. Unless oth­er­wise agreed in writ­ing by an autho­rized our rep­re­sen­ta­tive, we shall own and you assign, all right, title, and inter­est in and to any sug­ges­tions, ideas, enhance­ment requests, feed­back, rec­om­men­da­tions or other gen­er­al­ized infor­ma­tion pro­vided by you or any other party relat­ing to us or pur­suant to these Terms of Use or in the course of your use of the Ser­vices. Any mate­r­ial, infor­ma­tion or idea you trans­mit to us by any means, may be dis­sem­i­nated or used by us with­out com­pen­sa­tion or lia­bil­ity to you for any pur­pose what­so­ever. This pro­vi­sion shall not apply to Con­tent (as defined herein), or to per­sonal infor­ma­tion that is sub­ject to our pri­vacy policy.

16. D.M.C.A. COPYRIGHT INFRINGEMENT NOTIFICATION PROCEDURE.

We respect the intel­lec­tual prop­erty rights of oth­ers and expects you and your agents to do the same. In accor­dance with the Dig­i­tal Mil­len­nium Copy­right Act of 1998, the text of which may be found on the U.S. Copy­right Office web­site at http://www.copyright.gov/legislation/dmca.pdf, we will respond expe­di­tiously to claims of poten­tial copy­right infringe­ment com­mit­ted using the Ser­vices. Copy­right own­ers or a party autho­rized to act on behalf of an owner, should please report poten­tial copy­right infringe­ment by com­plet­ing the fol­low­ing DMCA notice and deliv­er­ing it to our Des­ig­nated Copy­right Agent. Upon receipt, we will take what­ever action, in our sole dis­cre­tion, we deem appro­pri­ate, includ­ing removal of the poten­tially infring­ing mate­r­ial and/or ter­mi­na­tion of the poten­tial infringer’s Account.

Please send either an email to copyright@uStudio.com (Sub­ject: DMCA Noti­fi­ca­tion) or a let­ter to the address pro­vided below with all of the fol­low­ing information:

  • Iden­tify 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.
  • Iden­tify 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 locate the mate­r­ial. Pro­vid­ing URLs in the body of an email is the best way to help us locate Con­tent quickly.
  • Pro­vide Infor­ma­tion rea­son­ably suf­fi­cient to per­mit us to con­tact you, the com­plain­ing party, such as an address, tele­phone num­ber, and, if avail­able, an elec­tronic mail address.
  • A state­ment that you, as the com­plain­ing party, or as one who has autho­riza­tion to act on behalf of the copy­right owner, 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. As an exam­ple, “I hereby state that I have a good faith belief that the dis­puted use of the copy­righted mate­r­ial is not autho­rized by the copy­right owner or its agent.”
  • 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. As an exam­ple, “I hereby state that the infor­ma­tion in this notice is accu­rate and, under penalty of per­jury, that I am the owner, or autho­rized to act on behalf of the owner, of the copy­right or of an exclu­sive right under the copy­right that is allegedly infringed.”
  • Pro­vide your full legal name and your elec­tronic or phys­i­cal signature.

 

Such writ­ten notice should be sent to our des­ig­nated agent as follows:
uStu­dio Inc.
Attn: DMCA Noti­fi­ca­tion Email: copyright@ustudio.com

17. D.M.C.A. COPYRIGHT INFRINGEMENT COUNTER-NOTIFICATION

The process for counter-notifications is gov­erned by Sec­tion 512(g) of the Dig­i­tal Mil­len­nium Copy­right Act: http://www.copyright.gov/legislation/dmca.pdf. To file a counter-notification with us, a writ­ten com­mu­ni­ca­tion that sets forth the items spec­i­fied below must be pro­vided. Please note that under Sec­tion 512(f) of the Copy­right Act, any per­son who know­ingly mate­ri­ally mis­rep­re­sents that mate­r­ial or activ­ity was removed or dis­abled by mis­take or misiden­ti­fi­ca­tion may be sub­ject to lia­bil­ity. We will ter­mi­nate you or any user who is a repeat infringer. Accord­ingly, if you are not sure whether cer­tain mate­r­ial infringes the copy­right of oth­ers, you should con­tact an attorney.

 

  • Ele­ments of Counter-Notification. To file a Counter-Notification, please send either an email to copyright@uStudio.com (Sub­ject: DMCA Counter-Notification), or a let­ter to the address pro­vided below with all of the fol­low­ing information:
    • Iden­tify the spe­cific URLs of mate­r­ial that we have removed or to which we have dis­abled access.
    • Pro­vide your full name, address, tele­phone num­ber, and email address, and the user­name of the Account.
    • Pro­vide a state­ment that you con­sent to the juris­dic­tion of Fed­eral Dis­trict Court for the judi­cial dis­trict in which your address is located and that you will accept ser­vice of process from the per­son who pro­vided noti­fi­ca­tion under sub­sec­tion ©(1)© or an agent of such person.
    • Include the fol­low­ing state­ment: “I swear, under penalty of per­jury, that I 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.”
    • Sign the notice. If you are pro­vid­ing notice by e-mail, a scanned phys­i­cal sig­na­ture or a valid elec­tronic sig­na­ture will be accepted.

    Such writ­ten notice should be sent to our des­ig­nated agent as follows:
    uStu­dio Inc.
    Attn: DMCA Counter — Noti­fi­ca­tion email: copyright@ustudio.com

  • What hap­pens next? After we receive a counter-notification, we will for­ward it to the party who sub­mit­ted the orig­i­nal claim of copy­right infringe­ment. Please note that when we for­ward the counter-notification, it will include any per­sonal infor­ma­tion pro­vided to us and sub­mit­ting a counter-notification requires unen­cum­bered con­sent to hav­ing such infor­ma­tion revealed in this way. We will not for­ward the counter-notification to any party other than the orig­i­nal claimant.After we send out the counter-notification, the claimant must then notify us within ten (10) days that he or she has filed an action seek­ing a court order to restrain the infringer from engag­ing in infring­ing activ­ity relat­ing to the mate­r­ial dis­trib­uted via the Ser­vices. If we receive such noti­fi­ca­tion, we will be unable to restore the Con­tent to the Ser­vices until res­o­lu­tion of any court action. If we do not receive such noti­fi­ca­tion, we may, at our sole dis­cre­tion, rein­state the Content.

 

18. TERMINATION

Your use of the Ser­vices is sub­ject to and expressly con­di­tioned upon your com­pli­ance with these Terms of Use. If you fail to com­ply with these Terms of Use or any other guide­lines and rules pub­lished by us, we may ter­mi­nate and/or sus­pend your access to any por­tion of the Ser­vices. Any such ter­mi­na­tion or sus­pen­sion shall be in our sole dis­cre­tion and may occur with­out prior notice, or any notice. We fur­ther reserve the right to ter­mi­nate or sus­pend any user’s access to the Ser­vices or to any por­tion of the Ser­vices in response to any con­duct or activ­ity that we, in our sole dis­cre­tion, believe is or may be directly or indi­rectly harm­ful to other users (includ­ing but not lim­ited to dis­trib­uted denial of ser­vice (DDoS) or other attacks directed at your web­site), to the Com­pany or its sub­sidiaries, affil­i­ates, or busi­ness con­trac­tors, or to other third par­ties, or for any con­duct that vio­lates any local, state or fed­eral or for­eign laws or reg­u­la­tions. We fur­ther reserve the right to ter­mi­nate or sus­pend any user’s access to the Ser­vices, or to ter­mi­nate the Ser­vices in their entirety, for any rea­son or for no rea­son at all, in our sole dis­cre­tion, with­out prior notice, and with no lia­bil­ity to you.

Upon ter­mi­na­tion, you shall imme­di­ately destroy all access to Ser­vices in your pos­ses­sion, if any, and cease use of the Ser­vices. Sec­tions 12, 15, 16, 17, 18, 19, 20, 21 and 22 of these Terms of Use shall sur­vive Termination.

19. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY 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 AND NON-INFRINGEMENT.

WE WILL MAKE COMMERCIALLY REASONABLE EFFORTS TO MAINTAIN THE SERVICES, HOWEVER, WE ARE NOT RESPONSIBLE FOR ANY DAMAGE, LOSS OF DATA, CUSTOMER INFORMATION OR VENDOR DATA, REVENUE OR OTHER HARM TO BUSINESS ARISING OUT OF DELAYS, MISDELIVERY OR NONDELIVERY OF INFORMATION OR CONTENT, RESTRICTION OR LOSS OF ACCESS, BUGS OR OTHER ERRORS, UNAUTHORIZED USE DUE TO YOUR SHARING OF ACCESS TO THE SERVICES, OR OTHER INTERACTION WITH THE SERVICES. YOU ARE RESPONSIBLE FOR MAINTAINING AND BACKING-UP YOUR DATA AND INFORMATION THAT MAY RESIDE ON THE SERVICES. WE DO NOT WARRANT THAT (i) THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF THE PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

ANY DATA, SOFTWARE, MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES 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 SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

20. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER TANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM (i) THE USE OR THE INABILITY TO USE THE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGE RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (v) ANY OTHER MATTER RELATING TO THE SERVICES.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF USTUDIO OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES.

21. GENERAL

This Agree­ment, the entire rela­tion­ship of the par­ties hereto, and any arbi­tra­tion or lit­i­ga­tion between the par­ties (whether grounded in con­tract, tort, statute, law or equity) shall be gov­erned by, con­strued in accor­dance with, and inter­preted pur­suant to the laws of the State of Texas, with­out giv­ing effect to its choice of laws prin­ci­ples. Exclu­sive venue for any lit­i­ga­tion between the par­ties hereto shall be in Travis County, Texas, and shall be brought in the State Dis­trict Courts of Travis County, Texas, or in the United States Dis­trict Court for the West­ern Dis­trict of Texas – Austin Divi­sion. The par­ties hereto waive any chal­lenge to per­sonal juris­dic­tion or venue (includ­ing with­out lim­i­ta­tion a chal­lenge based on incon­ve­nience) in Travis County, Texas, and specif­i­cally con­sent to the juris­dic­tion of the State Dis­trict Courts of Travis County and the United States Dis­trict Court for the West­ern Dis­trict of Texas – Austin Divi­sion. The party pre­vail­ing in any arbi­tra­tion, law suit or other dis­pute under this Agree­ment shall be enti­tled to recover all costs, fees and expenses (includ­ing attor­neys fees) incurred in such arbi­tra­tion, law suit or other dispute.

If a pro­vi­sion of this Agree­ment is or becomes ille­gal, invalid or unen­force­able in any juris­dic­tion, that shall not affect the valid­ity or enforce­abil­ity in that juris­dic­tion of any other pro­vi­sion hereof or the valid­ity or enforce­abil­ity in other juris­dic­tions of that or any other pro­vi­sion hereof.

You agree that no joint ven­ture, part­ner­ship, employ­ment or agency rela­tion­ship exists between you and us as a result of these Terms of Use of your use of the Services.

These Terms of Use, and any addi­tional agree­ment with you, con­sti­tutes the entire agree­ment between you and us and gov­erns your use of the Ser­vices, super­sed­ing any prior agree­ments between you and us (includ­ing, but not lim­ited to, any prior ver­sions of these Terms of Use). You may also be sub­ject to addi­tional terms and con­di­tions from the var­i­ous pub­lish­ers uti­lized in the per­for­mance of the Services.

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

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

The sec­tion titles in these Terms of Use are for con­ve­nience only and have no legal or con­trac­tual effect.

We reserve the right to assign this Agree­ment, in whole or in part, at any time with­out notice. You may not assign any of your rights or oblig­a­tions under this Agreement.

22. NOTICES

The par­ties agree that any notices of a dis­pute or other com­mu­ni­ca­tions addressed to us will be sent by cer­ti­fied or reg­is­tered mail, return receipt requested to the con­tact address set forth on the con­tact page of www.ustudio.com, and deemed deliv­ered as of the date of sign­ing of the return receipt.