Terms of Use

 

Last updated on June 29, 2018

Thank you for your interest in using the online services (the “Services”) operated by IDX24, LLC dba Upcomers (together with its affiliated entities, “IDX24” and “Upcomers”) and offered through the website located at Upcomers.co or any other sites operated by IDX24 (together, the “IDX24 Sites”). These Terms of Use (“Terms”) govern your use of the Services and the IDX24 Sites (collectively, the “IDX24 Network”). Please read these Terms carefully. By using the IDX24 Network, you are stating that you have read and understand, and agree to be bound by, these Terms. If you do not agree to these Terms, you are not permitted to use the IDX24 Network.

1. Your Responsibilities. You are responsible for obtaining and maintaining all equipment and services needed for access to and use of the IDX24 Network and for paying all charges related thereto. In connection with your use of the IDX24 Network, IDX24 may collect certain personal information about you. You agree that IDX24 may use any information IDX24 obtains about you in accordance with the provisions of the IDX24 Site’s Privacy Policy at [www.upcomers.co/privacy]. If you elect to provide any personal information to IDX24, you agree to: (a) provide true, accurate, current, and complete information; and (b) maintain and update such information to keep it true, accurate, current, and complete at all times. In addition, you agree not to use the IDX24 Network to: (a) violate any local, state, national, or international law or regulation; (b) transmit any material that is abusive, harassing, tortious, defamatory, vulgar, pornographic, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable; (c) transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation; (d) transmit any material that contains adware, malware, spyware, 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; (e) stalk, harass, bully, or harm another individual; (f) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; or (g) interfere with or disrupt the IDX24 Network or servers or networks connected to the IDX24 Network, or disobey any requirements, procedures, policies, or regulations of networks connected to the IDX24 Network.

2. (a) User Submissions. IDX24 does not claim ownership of the text, photographs, graphics, video, messages, tags or other materials you submit for display, sharing or distribution to others through the IDX24 Network (collectively, and excluding the IDX24 Provided Content (defined below), “User Submissions”).  As between IDX24 and you, you own all rights to your User Submissions. However, you grant to IDX24 an irrevocable, perpetual, [non-exclusive], fully-paid, worldwide, license, with the right to sublicense through multiple tiers, to use, distribute, reproduce, modify, create derivative works from, adapt, publish, translate, publicly perform, and publicly display your User Submissions (in whole or in part) in any format or medium now known or later developed. IDX24 reserves the right to display advertisements in connection with User Submissions and to use User Submissions for advertising and promotional purposes. IDX24 does not pre-screen User Submissions and you agree that you are solely responsible for all of your User Submissions. IDX24 is not required to host, display, or distribute any User Submissions, and may remove at any time or refuse any User Submissions, in its sole and absolute discretion. IDX24 is not responsible for any loss, theft or damage of any kind to any User Submissions, and IDX24 will not return any User Submissions. You represent and warrant that (i) your User Submissions and IDX24’s authorized use thereof do not and will not infringe the rights of any third party (including, without limitation, intellectual property rights, rights of privacy or publicity, or any other legal or moral rights), and (ii) you have received the written consent of every individual whose name or image is present in your User Submission, and that no such individual is under the age of 13.  

(b) Projects. In addition to these Terms, IDX24 may provide specific official rules (hereinafter “Official Rules”) and other documentation for certain activities on the IDX24 Site, including without limitation, projects or other competitions (collectively "Projects") conducted by us and those in conjunction with third parties. These Terms of Use are incorporated by reference into the specific Official Rules, which appear in connection with information about a particular Project. To the extent that any conflict exists between these Terms of Use and any specific Official Rules, the Official Rules for that Project in which you choose to participate shall govern.  IDX24, in its sole discretion, may terminate any Project that does not receive a minimum of 20 submissions.

3. Copyrights; Restrictions on Use. The content on or made available through the IDX24 Network (the “Content”), including without limitation, video, text, photos, and graphics, is protected under United States and international copyright laws, is subject to other intellectual property and proprietary rights and laws, and is owned by IDX24 or its licensors.  The Content may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without the prior authorization of IDX24 and its applicable licensors. You must abide by all copyright notices, information, or restrictions contained in or attached to any Content.  IDX24 and its licensors may make available certain Content that is designed to be integrated with your User Submissions (“IDX24 Provided Content”).  Unless otherwise provided in the terms accompanying such IDX24 Provided Content, such IDX24 Provided Content may only be integrated with the User Submissions as designed and using the tools provided by IDX24, and is subject to the same restrictions as those on all other Content.

4. Feedback. If you choose to provide technical, business or other feedback to IDX24 concerning the IDX24 Network or any IDX24 products or services (collectively, “Feedback”), IDX24 will be free to use, disclose, reproduce, license, or otherwise distribute or exploit such Feedback in its sole discretion without any obligations or restrictions of any kind, including intellectual property rights or licensing obligations. You understand and agree that the incorporation by IDX24 of Feedback into any of its products or services does not grant you any proprietary rights therein.

5. Copyright Infringement. IDX24 respects the intellectual property rights of others. Accordingly, IDX24 has a policy of removing User Submissions that violate copyright law, suspending access to the IDX24 Network (or any portion thereof) to any user who uses the IDX24 Network in violation of copyright law, and/or terminating in appropriate circumstances the account of any user who uses the IDX24 Network in violation of copyright law. Pursuant to Title 17 of the United States Code, Section 512, IDX24 has implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law. If you believe your copyright is being infringed by a user of the IDX24 Network, please provide written notice to the following IDX24 agent for notice of claims of copyright infringement.

IDX24, LLC

ATTN: Marcus Strijdveen, Copyright Agent

Email: marcus@upcomers.co

 

Your written notice must: (a) contain your physical or electronic signature; (b) identify the copyrighted work alleged to have been infringed; (c) identify the allegedly infringing material in a sufficiently precise manner to allow IDX24 to locate that material; (d) contain adequate information by which IDX24 can contact you (including postal address, telephone number, and e-mail address); (e) contain a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, the copyright owner's agent, or the law; (f) contain a statement that the information in the written notice is accurate; and (g) contain a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

6. Termination. IDX24 may terminate your IDX24 Network membership or suspend your access to all or part of the IDX24 Network, without notice, if you violate these Terms or you engage in any conduct that IDX24, in its sole and absolute discretion, believes is in violation of any applicable law or regulation or is otherwise harmful to the interests of IDX24, any other IDX24 Network user, or any third party. You may discontinue your participation in and access to the IDX24 Network at any time.

7. Modifications To Terms. IDX24 may, in its sole and absolute discretion, change these Terms from time to time. IDX24 will post notice of such changes on the IDX24 Sites, and you will be required to confirm your acceptance of such changed Terms prior to your continued use of the IDX24 Sites by checking a box. If you object to any such changes, your sole recourse will be to cease using the IDX24 Network. Continued use of the IDX24 Network following notice of any such changes will indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

8. Modifications To IDX24 Network. IDX24 reserves the right to modify or discontinue the IDX24 Network with or without notice to you.

9. Password and Security. You are responsible for maintaining the confidentiality of your IDX24 Network password and user identification, and you are solely responsible for all activities that occur under your password and user identification. You agree to immediately notify IDX24 of any unauthorized use of your password or user identification, or any other breach of security related to the IDX24 Network. IDX24 reserves the right to require you to alter your password or change your user identification, if IDX24 believes that your password or user identification is no longer secure. You agree that you will be solely responsible for any loss or damage you suffer as a result of your failure to adequately safeguard your password or user identification.

10. Integration and Links. IDX24’s integration with or provision of a link to any other website or Internet resource, including without limitation Facebook, Twitter and Google (together, the “Partners”) is for your convenience only and does not signify IDX24’s endorsement of such other website or resource or its contents. You agree that IDX24 will have no responsibility or liability for any acts or omissions by Partners or any information, software, or other materials found at any other website or Internet resource.

11. Disclaimer of Warranties. You expressly agree that use of the IDX24 Network is at your sole risk. The IDX24 Network is provided on an “AS IS” and “AS AVAILABLE” basis. IDX24 expressly disclaims all warranties of any kind, whether express or implied, with respect to the IDX24 Network (including, but not limited to, the implied warranties of merchantability, fitness for a particular use or purpose, and non-infringement). IDX24 makes no warranty that the IDX24 Network will meet your requirements, or that the IDX24 Network will be uninterrupted, timely, secure, or error free. You acknowledge that access to User Submissions or other data (including, but not limited to, documents, photographs, and software files) submitted or stored by you or others on the IDX24 Network is not guaranteed and that IDX24 will not be responsible to you for any loss of data caused by the IDX24 Network or its unavailability. IDX24 makes no warranty as to the results that may be obtained from the use of the IDX24 Network, or as to the accuracy or reliability of any information obtained through the IDX24 Network, or that defects in the IDX24 Network will be corrected. You understand and agree that any material and/or information downloaded or otherwise obtained through the use of the IDX24 Network is done at your own discretion and risk and that you will be solely responsible for any damage arising therefrom. No advice or information, whether oral or written, obtained by you from IDX24 or through the IDX24 Network will create any warranty not expressly made herein.

12. Limitation of Liability. You understand that to the extent permitted under applicable law, under no circumstances will IDX24 or its officers, employees, directors, shareholders, agents, partners, clients, or licensors be liable under any theory of liability (whether in contract, tort, statutory, or otherwise) for (a) any indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of revenues, profits, goodwill, use, data or other intangible losses (even if such parties were advised of, knew of or should have known of the possibility of such damages), resulting from your (or anyone using your account’s) use of the IDX24 Network and (b) more than one hundred dollars ($100.00) resulting from your (or anyone using your account’s) use of, or access to, the IDX24 Network.

13. Exclusions And Limitations. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that IDX24 may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of IDX24’s liability will be the minimum permitted under such applicable law.

14. Indemnification. You agree to indemnify, defend, and hold harmless IDX24 and its officers, directors, employees, consultants, partners, clients,  and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys’ fees) that such parties may incur as a result of or arising from your (or anyone using your account’s) violation of these Terms. IDX24 reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with IDX24’s defense of such claim.

15. Trademarks. “IDX24” and the IDX24 logo, and certain other of the names, logos, and materials displayed in the IDX24 Network now or in the future, constitute trademarks, trade names, or service marks (“Marks”) of IDX24 or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with IDX24 or those other entities.

16. Miscellaneous. These Terms, together with the Partner terms and any additional terms to which you agree when using particular elements of the IDX24 Network (e.g., terms relating to the payment of fees for certain IDX24 Network content or services), constitute the entire and exclusive and final statement of the agreement between you and IDX24 with respect to the subject matter hereof, and govern your use of the IDX24 Network, superseding any prior agreements or negotiations between you and IDX24 with respect to the subject matter hereof. These Terms and the relationship between you and IDX24 will be governed by the laws of the State of California as applied to agreements made, entered into, and performed entirely in California by California residents, notwithstanding your actual place of residence. All lawsuits arising from or relating to these Terms or your use of the IDX24 Network will be brought in the Federal or State courts located in Los Angeles County, California, and you hereby irrevocably submit to the exclusive personal jurisdiction of such courts for such purpose. The failure of IDX24 to exercise or enforce any right or provision of these Terms will 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, you nevertheless agree that the court should endeavor to give effect to the intentions of IDX24 and you as reflected in the provision, and that the other provisions of these Terms 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 IDX24 Networks or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. These Terms will remain in full force and effect notwithstanding any termination of your use of the IDX24 Network.