TERMS OF SERVICE

Welcome to utsup.com (the “Site”) (we refer to the Site and the services provided through the Site, collectively, as the “Company Features”). These Terms of Service (“Terms of Service”) set forth a binding agreement between you and LEMUR Heavy Industries, LLC (“Company”) governing your use of the Company Features.

By using any of the Company Features, or by creating a user account, you signify your irrevocable acceptance of these Terms of Service, as they may be amended by Company from time to time in its sole discretion. In addition, when using any particular Company Features, you agree to comply with any applicable posted guidelines for such features, which may change from time to time. You may only use the Company Features and/or open an account if your acceptance of these Terms of Service is not prohibited by applicable law. If you do not agree to these Terms of Service, then you must leave the Site and cease using the Company Features.

Company may modify or update these Terms of Service at any time, and from time to time, without notice. Any additional or different terms in these Terms of Service shall be effective upon being posted on the Site. It is your responsibility to review these Terms of Service periodically. Continued use of the Service after any such changes shall constitute your consent to such changes

Company reserves the right to add, change, modify, suspend or discontinue all or any of the Company Features, in its sole discretion, at any time. Unless expressly stated otherwise, the use of any new Company Features, including the availability of new services through the Site, shall be subject to these Terms of Service. In addition, Company may also impose limits on any of the Company Features or restrict your access to portions of or the entire Site in its sole discretion without notice or liability. Company reserves the right to refuse to provide you with access to any of the Company Features or to allow you to create a user account for any reason.

I you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity, its affiliates and all users who access Company Features through your account to these terms and conditions, in which case the terms “you” or “your” shall refer to such entity, its affiliates and users associated with it. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this agreement and may not use Company Features.

Your Account

You represent that you are at least 18 years old. If you are younger than 18 years old, you must get permission from a parent or guardian to open an account and your parent or guardian must agree to these Terms of Service. Use of any of the Company Features by an person under 13 years old is strictly prohibited.

You must be a human; accounts registered by automated means are not permitted. You must provide your legal full name, a valid email address, and any other information requested in order to complete the signup process. Your login may only be used by one person - a single login shared by multiple people is not permitted. You may create separate logins for as many people as your plan allows.

You are responsible for maintaining the security of your account and password. Company cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.

One person or legal entity may not maintain more than one free account.

Your Content

You are responsible for all Content posted and activity that occurs under your account (even when Content is posted by others who have accounts under your account). You may not use Company Features for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright or trademark laws).

Third party access

You may access some Company Features of your account via third party notification systems, RSS feeds, or an application program interface ("API"). You expressly understand and agree that Company 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 intangible losses (even if Company has been advised of the possibility of such damages), resulting from your use of third-party products or API that access data.

Abuse or excessively frequent requests to Site via the API may result in the temporary or permanent suspension of your account’s access to the API. Company, in its sole discretion, will determine abuse or excessive usage of the API. Company will make a reasonable attempt via email to warn the account owner prior to suspension.

The Company reserves the right at any time to modify or discontinue, temporarily or permanently, third-party or your access to the API (or any part thereof) with or without notice.

Payment, Refunds, Upgrading and Downgrading Terms

All paid plans must enter a valid credit card. Free accounts are not required to provide a credit card number. Paid Company Features are billed in advance on a monthly basis and are non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made.

For any upgrade or downgrade in plan level, your credit card that you provided will automatically be charged the new rate on your next billing cycle. Downgrading may cause the loss of Content, features, or capacity of your Account. Company does not accept any liability for such loss.

All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.

Cancellation and Termination

You are solely responsible for properly canceling your account. An email or phone request to cancel your account is not considered cancellation. You can cancel your account at any time by clicking on the Edit Company link in the left navigation bar. The Edit Company screen provides a simple no questions asked, other than to confirm your intentions, cancellation link. If you cancel the paid Company Features before the end of your current paid up month, your cancellation will take effect immediately and you will not be charged again.

All of your Content will be immediately deleted from the Service upon cancellation. This information can not be recovered once your account is cancelled.

The Company, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of Company Features, or any other Company service, for any reason at any time. Such termination of Company Features will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all Content in your Account. The Company reserves the right to refuse service to anyone for any reason at any time.

Changes to Prices and Company Features

The Company reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Company Features (or any part thereof) with or without notice. Prices of all Company Features, including but not limited to monthly subscription plan fees to the Site, are subject to change upon 30 days notice from us. Such notice may be provided at any time by posting the changes to the Site. The Company shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of Company Features.

Copyright and Content Ownership

The Company claims no intellectual property rights over the material you provide to the Site. Your profile and materials uploaded remain yours. However, by setting your statuses to be viewed publicly, you agree to allow others to view your Content. The Company does not pre-screen Content, but Company and its designees have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via the Company Features.

You shall defend Company against any claim, demand, suit or proceeding made or brought against Company by a third party alleging that your Content, or your use of Company Features in violation of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law, and shall indemnify Company for any damages finally awarded against, and for reasonable attorney’s fees incurred by, Company in connection with any such claim, demand, suit or proceeding; provided, that Company (a) promptly gives you written notice of the claim, demand, suit or proceeding; (b) gives you sole control of the defense and settlement of the claim, demand, suit or proceeding (provided that You may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases Company of all liability); and (c) provides to you all reasonable assistance, at your expense.

The look and feel of the Service is copyright ©2010 LEMUR Heavy Industries, LLC. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS, Javascript, or visual design elements or concepts without express written permission from the Company.

General Conditions

You agree to use the Company Features at your own risk. Company Features are provided on an “as is” and “as available” basis. Technical support is only provided to paying account holders and is only available via email. You understand that GitHub uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run Company Features. You must not modify, adapt or hack the Site or modify another website so as to falsely imply that it is associated with the Site, the Company, or any other Company services.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of Company Features, use of Company Features, or access to the Site without the express written permission by the Company.

We may, but have no obligation to, remove Content and Accounts containing Content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service. Verbal, physical, written or other abuse (including threats of abuse or retribution) of any Copmany customer, employee, member, or officer will result in immediate account termination.

You understand that the technical processing and transmission of Company Features, including your Content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. You must not upload, post, host, or transmit unsolicited email, SMSs, or “spam” messages. You must not transmit any worms or viruses or any code of a destructive nature.

If your bandwidth usage significantly exceeds the average bandwidth usage (as determined solely by the Company) of other Site customers, we reserve the right to immediately disable your account or throttle your file hosting until you can reduce your bandwidth consumption.

The Company does not warrant that (i) Company Features will meet your specific requirements, (ii) Company Features will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of Company Features will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through Company Features will meet your expectations, and (v) any errors in Company Features will be corrected.

You expressly understand and agree that Company 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 intangible losses (even if the Company has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use Company Features; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from Company Features; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party using Company Features; (v) or any other matter relating to Company Features.

The failure of the Company to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and the Company and govern your use of Company Features, superceding any prior agreements between you and the Company (including, but not limited to, any prior versions of the Terms of Service). You agree that these Terms of Service and your use of Company Features are governed under California law.

Questions

Questions about the Terms of Service should be sent to support@utsup.com.