United Production's Terms of Use

Terms of Use

Welcome to United Production™ (aka "U.P." for short). Our mission is to provide affordable and sophisticated development services to businesses.

Summary

Below you will find the Terms of Use that govern your relationship with U.P. and your use of unitedproduction.com. We urge you to read them carefully prior to using the site. There are a few items that we wanted to highlight for you as we cannot overstate their importance, but you are urged to read the complete Terms of Use Agreement as you are bound by it.

What we are not:

• We are not your financial or legal advisor.
• We are not an investor advisor.
• We are not a broker dealer.
• We are not your fiduciary and have no obligations to you.
• We are not responsible for verifying that any investor is an “accredited investor” or for performing other diligence on investors.
• We are not responsible for verifying that information on the Site is true, accurate or complete.
• We are not responsible for ensuring that your offering complies with applicable law.

What you are agreeing to (among other things)

• You are agreeing to use the site in a responsible and professional manner and in accordance with the Terms of Use.
• You are agreeing to hold us harmless for any damages or losses suffered by you, or by us, resulting from your use of the Site or Service.
• You are agreeing to resolve any disputes between us in binding arbitration and to waive your rights to bring a suit in court and to participate in a class action against us.
• In exchange for the use of the Site you agree that we may share your information with our affiliates and certain third parties with whom we do business.

What we are agreeing to:

• To provide a website for you to get information about our company, products, and services.

Terms of Use Agreement

These Terms of Use (this "Agreement") should be read carefully and in their entirety before using the services offered by U.P., and those of its subsidiaries and affiliates (collectively "U.P.", "we" or "us"), or accessing the websites of U.P. or those of its subsidiaries, partners, and affiliates. This Agreement sets forth the legally binding terms and conditions for your use of the products, websites, newsletters, emails, U.P. Services (defined below) and all other products and services of U.P., (collectively, the "Service").
By using the Service in any manner, including but not limited to visiting or browsing the Site, reading emails, newsletters or other information that you download or that we send you, you agree to be bound by this Agreement, our Privacy Policy, and all other operating rules, policies and procedures that may be published by U.P. from time to time, each of which is incorporated by reference and each of which may be updated, revised or modified by U.P. from time to time without notice to you.
Your use of the Service constitutes your acknowledgement of, review of, and agreement to, the current Terms of Use Agreement then in place. U.P. may modify this Agreement at any time and without prior notice. Please also note that the terms and conditions of this Agreement are in addition to any other agreements that govern your use of products, services, content, tools, and information available from the Service. This Agreement applies to all users of the Service (in each case, a "User").

We reserve the right, in our sole discretion, without any obligation and without any notice requirement, to change, improve or correct the information, materials and descriptions available on this Site and disseminated by U.P..

We may suspend and/or deny access to the Service for any reason at any time. U.P. may discontinue or change any element of the Service, or any product or service described in or offered on the Site or Service, at any time.

You agree that this agreement does not entitle you to any support, upgrades, updates, add-ons patches, enhancements, or fixes for the Services (collectively, "Updates"). U.P. may occasionally provide automatic Updates to the Services at its sole discretion (and without any advanced notification to you). Any such Updates for the Services shall become part of the Services and subject to this Agreement.

U.P. does not undertake any obligation or responsibility to update or amend any information available on this Site, and accepts no responsibility for the accuracy or completeness of any information available as part of the Service. Such information is based on sources believed to be reliable, but accuracy cannot be guaranteed.

U.P. further reserves the right, in its sole discretion, to block or otherwise discontinue your access and use of the Site at any time and for any reason. You agree that U.P. and its subsidiaries and affiliates will not be liable to you or to any third party for any such modification, suspension or discontinuance. No part of the Service constitutes a recommendation, solicitation or offer to buy or sell any securities or other financial instruments, make any investment, endorse any particular company, product, portal or service provider, or provide any investment advice or service.

The Service has been prepared without reference to any particular User's investment requirements or financial situation, and is not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where U.P. is not authorized to provide such information or services.

AUTHORIZED USERS

Eligibility

The Services and the Site cannot be used by individuals less than least 18 years old. Additionally, the Services and Site are invite only. Users must be invited by one U.P.'s clients in good standing in order to use the site. If you have not been invited to use the Site and Services, you are not authorized and should cease your use immediately. U.P. may change eligibility criteria for the Service at any time, without notice. This provision is void where prohibited by law, and the right to access the Service is revoked in any such jurisdiction.

Representations by User

By using the Service, you represent and warrant that if you are an individual, you are of legal age to form a binding contract, and that all information you submit is accurate and truthful and not misleading. You may not use a false name or an email address that is owned or controlled by another person. If you are using the Service on behalf of any entity, you represent and warrant that such entity has authorized the acceptance of this Agreement and the use of the Site and Services, and that you have the full corporation power and authority to accept the terms and conditions of this Agreement on such entity's behalf. You also represent, warrant and covenant that if any aspect of your participation in U.P. or your use of the Site or Service violates any provisions of law to which you are subject you will cease using the Site and Service and close your account.

Authority

Only users of U.P. with a valid User ID and password are authorized to access the Service and the Site. U.P. may, at its sole discretion, revoke access to or refuse to offer the Service to any person or entity at any time for any reason. Unauthorized use, including but not limited to the misuse or sharing of passwords, or misuse of any other information, is strictly prohibited. You are solely responsible for maintaining the confidentiality of your password. You agree that you are responsible for any unauthorized use of your password that is made prior to your notification to us that your credentials have been compromised and we have had a reasonable period to respond. U.P. reserves the right, at its discretion, to suspend or cancel your password if we suspect that it is being used in an unauthorized or fraudulent manner.

RULES OF CONDUCT

You agree to use the Site and Service in a responsible and professional manner and in accordance with this Agreement. When using the Site and Service you agree to abide by all of the following:

General Conduct Rules:

You will not:

• post any information that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable or offensive;
• include hateful, profane, obscene, indecent, pornographic, sexual or otherwise objectionable content or language;
• defame, libel, ridicule, mock, disparage, threaten, harass, intimidate, harm or abuse anyone;
• impersonate any person, or misrepresent your identity or affiliation with any person;
• reveal any personal information about another individual, including another person's address, phone number, e-mail address, credit card number or any information that may be used to track, contact or impersonate that individual;
• promote violence, illegal drug use, or substance abuse or describe how to perform a violent act, use illegal drugs or abuse other substances;
• use the service for any unlawful purpose, or for the promotion of illegal activities;
• use the site in violation of this Agreement, or in violation of any local, state, federal or non-United States law, rule or regulation;
• use another user's account without permission;
• provide false or inaccurate information when registering an account;
• create user accounts by automated means or under false pretenses or mislead others as to the origins of your communications;
• interfere or attempt to interfere with the proper functioning of the Service;
• knowingly disseminate information that you know, or reasonably should know, to be confidential in nature, absent your clear right to disclose such information; or
• make any automated use of the Service, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure.

Site Usage Rules

You will not:

• make improper use of the our support services or submit false reports of abuse or misconduct;
• create or transmit unwanted electronic communications such as "spam," to other users or members of Service or otherwise interfere with other users' or members' enjoyment of the Service;
• disparage, tarnish, or otherwise harm, in the U.P.’s sole opinion, U.P. or the Service;
• disseminate or transmit viruses, worms, Trojan horses, RATs, keyboard loggers, time bombs, spyware, adware, cancelbots, passive collection mechanisms ("PCMs"), or any other malicious or invasive code or program or upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including, without limitation, clear graphics interchange formats ("gifs"), 1x1 pixels, web bugs, cookies or other similar devices;
• copy or adapt the Service's software including but not limited to Flash, PHP, HTML, JavaScript or other code;
• reverse engineer, decompile, reverse assemble, modify or attempt to discover any software (source code or object code) that the Service creates to generate web pages or any software or other products or processes accessible through the Service;
• except as may be the result of standard search engine or Internet browser usage, use or launch, develop or distribute any automated system, including, without limitation, any spider, robot (or "bot"), cheat utility, scraper or offline reader that accesses the Service, or use or launch any unauthorized script or other software;
• access or search or attempt to access or search the Service by any means (automated or otherwise) other than through the currently available, published interfaces that are provided by U.P. (and only pursuant to those terms and conditions), unless you have been specifically allowed to do so in a separate agreement with U.P. (crawling the Service is permissible in accordance with this agreement, but scraping the Service without the prior consent of U.P. is expressly prohibited);
• forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Service to send altered, deceptive or false source-identifying information;
• cover or obscure any notice, banner, advertisement or other branding on the Service;
• disguise the source of materials or other information you submit to the Service or use tools which anonymize your internet protocol address (e.g., anonymous proxy) to access the Service;
• interfere with or circumvent any security feature of the Service or any feature that restricts or enforces limitations on use of or access to the Service, Content (as defined below) or the User Content;
• probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
• sell access to the Service or any part thereof other than through a mechanism approved by U.P.;
• interfere with or disrupt (or attempt to do so) the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Service, or by scripting the creation of content in such a manner as to interfere with or create an undue burden on the Service; or
• bypass any measure we take to restrict access to the Service, or use any technology or device to scrape, spider, or crawl the Service to harvest or manipulate data; or publish or link to malicious content intended to damage or disrupt another user's browser or computer.

Rules Related to User Content

In addition to the other provisions of this Agreement the following rules pertain to content you post on the Site (the "User Content"). We reserve the right to remove any information, data, or opinions, from the Site or Service at our sole discretion. By transmitting and submitting any User Content while using the Service, you further agree that:

• you will not post any User Content or other information that is malicious, false, inaccurate or misleading;
• you will not submit User Content that is copyrighted or subject to third party proprietary rights, including privacy, publicity, trade secret, etc., unless you are the owner of such rights or have the appropriate permission from their rightful owner to specifically submit such content and to grant us a license to display such content;
• you understand that User Content posted by you may be republished and if you do not have the right to submit User Content for such use, you may be subject to liability for which U.P. will not be responsible;
• you will not post information in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
• you will not post any information that you do not want to be disseminated by the users you invite;
• you understand that User Content that you post on the Site or disclose using the Service may be obtained by third parties using the Service or otherwise, including by downloading files, and that further dissemination of such User Content cannot be controlled, limited, tracked or known by U.P.;
• you will not give the impression that information you post emanates from us, if this is not the case;
• you will not use U.P. to market services, including investment advisory services, that might cause U.P. to have to register as a broker dealer with the SEC or any regulatory body, or to be treated as an investment advisor or underwriter;
• you understand and agree that U.P. does not research, diligence, verify, endorse, represent, warrant or guarantee the truthfulness, completeness, accuracy, reliability or veracity of any Content on the Site including User Content and that you are not relying on U.P. for any User Content and that U.P. has no liability with respect to User Content;
• you understand that you may be exposed to Content (including User Content) on the Site and by using the Service that is offensive, harmful, damaging, untruthful, inappropriate, misleading, false, inaccurate and has not been updated and you further understand that U.P. has no liability for your viewing, using or relying on such Content; and
• you understand that the Service may include advertisements for deals or products or services that are provided by Users or other parties, generated by U.P., or otherwise and that you have no claims against U.P. for the placement of advertising, the use of products and services or for any deals appearing in such advertisements or otherwise.

You understand and agree that any liability, loss or damage that occurs as a result of the use of any User Content that you make available or access through your use of the Service is solely your responsibility. We are not responsible for any public display or misuse of your User Content. We do not, and cannot, pre-screen or monitor all User Content. However, at our discretion, we, or technology we employ, may monitor and record your interactions with the Service.

Rules Related to Investments

In using the Site and the Service you may observe and may consider potential investment opportunities. By using the Site and the Service, in addition to the other terms and conditions contained in this Agreement you further agree as follows:

• that you will use your own judgment before making any decision to invest or to accept an investment and that U.P. is not providing you any advice or making any recommendation with respect to any investment;
• that you do not expect U.P. to, and understand that U.P. does not, evaluate, confirm, verify, endorse or otherwise stand behind any Content whether viewed on the Site or received through the Service or otherwise;
• that you are not relying on any information that appears on the Site or the Service or that is otherwise provided by U.P. to make any investment decision;
• that you will be solely responsible for complying with applicable law regarding any transaction, including without limitation the determination of whether any investor is an Accredited Investor and whether any investment complies with the terms of all applicable law (whether the law of a U.S. state, U.S. federal law, or the law of any foreign government with jurisdiction over you or any investor);
• that you will obtain such professional advice as is appropriate to protect your interests, including legal, accounting and other advice;
• that you are aware of the risks of any investment of the nature of investments that may be found on this site; and
• if you are making an investment that you are a sophisticated investor, have the financial resources to make the investment and to suffer the loss of invested capital without suffering undue harm or hardship.

ADDITIONAL IMPORTANT RULES THAT GOVERN OUR RELATIONSHIP

We are not obligated to display your User Content, nor are we obligated to offer you any Services.

We are not responsible for doing diligence on Investors or Issuers.

We are not responsible for verifying that that any Investor is accredited, or otherwise authorized or appropriate to invest in you, or for determining whether any use of the Services or the Site constitutes a general solicitation of securities under U.S. law or the laws of any state or other jurisdiction, including foreign jurisdictions.

We do not recommend any issuers for investment or endorse their fitness for investment, verify the information on the site or in our emails and we don't claim any of that information is accurate. In particular, we do not act as investment adviser to any Investor(s) and no part of this website is intended to constitute investment advice.

We are not obligated to maintain the confidentiality of any Content you give us.

We are not obligated to monitor or enforce any intellectual property rights that may be associated with Content you provide to us, but U.P. does have the right to enforce such rights through any means it sees fit, including bringing and controlling actions on your behalf.

U.P. does not control or endorse the content, messages or information found on the Site or the Service or external sites that may be linked to or from U.P. and, therefore, U.P. specifically disclaims any responsibility with regard thereto.

The Service may contain or deliver advertising and sponsorships. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion is accurate and complies with applicable laws. We are not responsible for the illegality or any error, inaccuracy or problem in the advertiser's or sponsor's Content.

USE OF LINKS

The Service provides links to other websites or resources on the Internet, including, but not limited to, third party funding portals and websites for companies trying to raise capital. When you access such third party websites, you do so at your own risk. You acknowledge that U.P. is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such third party websites or resources. The inclusion of any link on U.P. does not imply an affiliation, sponsorship, or endorsement by U.P., or any association with its operators, investors or principals. You understand that U.P. may not have visited the third party websites whose links appear on the Site or the Service, and may not have investigated or reviewed such sites or the content on such sites. You further acknowledge and agree that U.P. shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance on, any information, goods or services available on or through any such third party website or resource.

PROPRIETERY RIGHTS

Rights to Our Intellectual Property

The U.P. logo is a trademark and service mark of U.P., its affiliates or information partners, own and retain all proprietary rights in the Site, the Service and all material and information posted thereon, in emails, advertisements, landing pages and any other items created or disseminated by U.P. or otherwise related to the Site or Service (collectively, the "Content"), excluding User Content. The Site and the Service contains the copyrighted material, trademarks and other proprietary information of U.P., its affiliates, licensors, partners and content providers, including, but not limited to, the companies whose deals are listed in the Service. You may not alter, modify, publish, distribute, publicly display or sell any Content or other such proprietary information, or otherwise copy or transmit any Content or other such proprietary information without the express written permission of U.P. (other than Content which you own or have the rights to use).

Subject to your acceptance of this Agreement, acceptance of our normal sales contract, and payment of any associated costs, U.P. grants you a worldwide, non-assignable, non-transferable, non-exclusive, revocable limited license to use the Site and Service in strict adherence to the terms of this Agreement, and only for the term of the sales contract. U.P. retains the right to revoke such license at any time, with or without cause, with or without notice to you, with immediate effect and is not responsible for any damages, costs, or losses arising from such revocation.

Rights to Your Intellectual Property

You are licensing to us the right to access and track your data. Your Content will be viewable by other users of the Site, and the Service. You should only provide Content that you are comfortable sharing with others under this agreement.

To the extent that U.P. is determined, for any reason not to be the licensee of any material you have provided to us (including all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as "moral rights," "artist's rights," "droit moral," or the like (collectively "Moral Rights")), you hereby ratify and consent to any action that may be taken with respect to such Moral Rights by or authorized by U.P. and agree not to assert any Moral Rights with respect thereto. You further agree that you will confirm any such ratifications, consents and agreements from time to time as requested by U.P..

You acknowledge that U.P. is not obligated to post any User Content you provide, pay you or to cause any other party to pay you anything with respect to User Content posted by you, or for your activities on U.P., or to feature or otherwise display your Content on the Site or through use of the Service.

Our Rights to Use Your Intellectual Property

In addition, you agree that U.P. may, at its sole discretion and to the extent permitted by law, access, read, preserve and disclose your account information, usage history and activity in order to: (a) comply with any applicable law, regulation, legal process, or governmental request; (b) respond to claims that any Content violates the rights of third parties, including intellectual property rights; (c) enforce this Agreement and investigate potential violations thereof; (d) detect, prevent, or otherwise address fraud, security, or technical issues; (e) respond to your requests for customer service; or (f) protect the rights, property, or personal safety of U.P., its users, or the public. We will not claim any ownership interest in the User Content provided by you to us solely because you have provided it, although we will claim a perpetual, worldwide, transferable and assignable a license sufficient to display such items through the Site and the Service.

Copyright Matters

U.P. respects the intellectual property rights of others and expects Users of the Site and the Service to do the same. U.P. will respond to notices of alleged copyright infringement that are property presented to us and that otherwise comply with applicable law. The Digital Millennium Copyright Act (DMCA) provides recourse to copyright owners who believe that their rights under the United States Copyright Act have been infringed by acts of third parties over the Internet. If you believe that your copyrighted work has been copied without your authorization and is available on the Site or in the Service in a way that may constitute copyright infringement, you may provide notice of your claim to U.P. as below.

If you believe that any material on the Site or Service violates this agreement or your intellectual property rights, please notify U.P. as soon as possible by emailing a letter to the U.P. Copyright Agent (listed below) containing the following information in accordance with the Digital Millennium Copyright Act: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) 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; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have 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 (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Our designated copyright agent for notice of alleged copyright infringement or other legal notices regarding Content appearing on the Site or Service is:

We reserve the right to remove Content alleged to be infringing or otherwise illegal without prior notice and at our sole discretion. In appropriate circumstances, U.P. will also terminate a User's account if the User is determined to be a repeat infringer.

TERMINATION

This Agreement will remain in full force and effect unless earlier terminated by U.P.. U.P. may modify, restrict or terminate your access to all or any part of the Site and Service at any time, with or without cause, with or without notice, effective immediately. You may cancel your membership at any time by contacting us. Termination of your access to the Site or Services may result in the loss or destruction of information associated with your account or otherwise and you agree that U.P. is not liable for any losses or damages that may result from such termination.   Upon termination of your access to the Site or Services for any reason, you shall destroy and remove from all computers, and other storage media all copies of the any intellectual property owned by U.P. or any other user of the Services that you acquired by use of the Service. In the case of termination, all provisions of this Agreement shall survive, including, without limitation, representations made by you, ownership provisions, warranty disclaimers, indemnity provisions, limitations of liability and agreement to arbitrate and not participate in class actions.

REGULATORY MATTERS

U.P. is not a broker-dealer, not an investment advisor, not an underwriter and does not provide at any time any financial, investment, legal or tax advice, nor does U.P. endorse, recommend or encourage any investment in any company. To the extent that U.P. provides information about investment opportunities, whether through the site, email, newsletters, publications, phone calls, advertisements, or otherwise, such information is provided solely to make potential investors aware of such opportunities and you understand and agree that the provision of such information is not an endorsement or recommendation to make an investment in such opportunities. You are solely responsible for all investment decisions, and U.P. strongly encourages you to thoroughly investigate, diligence, evaluate, review, research and consider with your advisors every investment opportunity prior to investing.

By using the Site or Service you hereby understand and agree that:

• U.P. is not a registered broker-dealer and does not offer investment advice or financial or legal advice with respect to the raising of capital through securities offerings or any other matter;
• U.P. is not an investment manager or advisor and does not have any fiduciary duty to you are any other party;
• U.P. does not recommend or otherwise suggest that any investor make an investment in any particular company, or that any company offer securities to a particular investor;
• U.P. takes no part in the negotiation or execution of transactions for the purchase or sale of securities;
• At no time will U.P. possess funds or securities which are part of any such security transactions;
• No transactions can be, and none are executed or negotiated on or through the Site or any part of the Service; and
• You understand and agree that we bear no liability or responsibility to any party for any failure of a User to send funds or deliver securities.

SERVICES OFFERED BY AND FEES RECEIVED BY U.P.

U.P. offers certain services to companies that want to communicate with their current and prospective investors, or have or may have investment opportunities that they are offering. These services may include, among other things, co-branding the site with your company logo, disseminating advertisements regarding such company or deal, emailing existing and potential investors, or offering and performing other services to raise awareness of the company or deal (collectively, “U.P. Services”). U.P. may charge fees in connection with U.P. Services and may direct certain U.P. Services to you.

INDEMNIFICATION

You agree to indemnify and hold U.P., its affiliates, and each of its and its affiliates employees, officers, directors, advisor, consultant, contractors, representatives, and shareholders (each a "U.P. Person") harmless from all liabilities, losses, costs, expenses (including attorneys’ fees) and any claim or demand made by any third party, in each case, due to or arising out of your access to or use of the Service, the violation of this Agreement by you, the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity, or for any content posted through the Service by you (including claims related to defamation, invasion of privacy, or other violation of a person's rights). We reserve the right, at your expense, to assume the exclusive defense and control of any matter that is subject to indemnification under this section.  In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter. Your obligations under the foregoing indemnity may not be offset against any other claim you may have against U.P. or any U.P. Person. You remain solely responsible for all content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Service. You agree that the provisions in this paragraph will survive any termination of your account(s) or the Service and this Agreement.

RELEASE

You hereby release any claims you may have against U.P. and any U.P. Person that are in anyway related to the Service or your use of Content offered through the Service, including any recommendations or referrals you may receive as a result of your registration with U.P.. You are solely responsible for your use of the Service, for any Content you provide, and for any consequences thereof, including the use of your Content by other users and third parties partners.

RELATED PARTIES, EMPLOYEES AND AFFILIATES

You understand that U.P. employees and affiliates may participate in the Service as Entrepreneurs or Investors, and that U.P. is not responsible for any of their activities, including statements or other information in any emails or other communications such individuals make in that capacity.

DISCLAIMERS; LIMITATIONS, WAIVERS OF LIABILITY

U.P. has no special relationship with, or fiduciary duty, to you. You acknowledge that U.P. has no control over the companies and firms that use our Sites and Services to distribute data and documents to investors and other interested parties. We have no duty to keep any information in the Service current, accurate or otherwise updated. We have no control over what effects the Service may have on you, or what actions you may take as a result of having been exposed to it. You release U.P. from all liability for you having acquired or not acquired any information through the Service, and the results, costs, or damages, monetary or otherwise, of any actions taken or not taken because of it. U.P. makes no representations or warranties concerning any information contained in or accessed through the Site or the Service, and U.P. will not be responsible or liable for the accuracy, completeness, compliance, legality or decency of material contained in or accessed through the Service.

THE SITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SERVICE OR ADVICE PROVIDED IN CONNECTION WITH THE SERVICE, IS PROVIDED "AS IS" WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE AND SITE-RELATED SERVICES.

U.P. makes no representation or warranty, express or implied, with respect to any third party information or data provided to U.P. or its transmission, timeliness, accuracy or completeness, including but not limited to implied warranties or warranties of merchantability or fitness for a particular purpose. U.P. will not be liable in any way to you or to any other person for any inaccuracy, error or delay in or omission of any third party data or the transmission or delivery of any such third party data and any loss or damage arising from (a) any such inaccuracy, error, delay or omission, (b) non-performance or (c) interruption in any such third party data due either to any negligent act or omission by U.P. or "force majeure" or any other cause beyond the control of U.P..

THE SITE AND THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. YOU AGREE THAT YOUR USE OF THE SITE AND THE SERVICE IS SOLELY AT YOUR OWN RISK. WITHOUT LIMITING THE FOREGOING, NEITHER U.P., U.P. PERSONS, NOR ANY OF THEIR ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SITE OR THE SERVICE UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT, STRICT LIABILITY, NEGLIGENT OR ANY OTHER LEGAL OR EQUITABLE THEORY AND THAT U.P. AND EACH U.P. PERSON SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN ANY WAY WHATSOEVER, INCLUDING WITHOUT LIMITATION, FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE.

YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT THE COMPANY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE COMPANY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE SERVICE AND OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF THE SERVICE AND EXTERNAL SITES AND OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. The Company is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the internet or at any site or combination thereof, including injury or damage to your or to any other person's computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the web and/or in connection with the Services, including any mobile software. Under no circumstances will the Company be responsible for any loss or damage, including any loss or damage to any content or personal injury or death, resulting from anyone's use of the Service, any content or third party applications, software or content posted on or through the Services or transmitted to users, or any interactions between users of the Service, whether online or offline.

We make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Site and the Service or any Content thereon or any Content you receive as a result of your relationship with U.P.. U.P. will not be responsible or liable for any harm to your computer system, loss of data, bugs, viruses, Trojan horses or other harm that results from your access to or use of the Site or the Service (regardless of the source of origin), or any Content. You also agree that U.P. has no responsibility or liability for the deletion of, or the failure to store or to transmit, any Content and other communications maintained on the Site or by the Service. We make no warranty that the Site or the Service will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from U.P. or through the Site or the Service, will create any warranty not expressly made herein.

UNDER NO CIRCUMSTANCES WILL ANY U.P. PERSON BE LIABLE TO YOU FOR AN AGGREGATE AMOUNT OF MORE THAN THE GREATER OF (I) ONE HUNDERD U.S. DOLLARS (US$100) AND (II) THE AMOUNT YOU HAVE PAID U.P. IN THE NINETY (90) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM.

To the extent any provision(s) relating to arbitration, disclaimer, waiver of liability, or any other rights and obligations set forth herein, is not permissible or enforceable under applicable law, each such provision shall be deemed removed and invalid, to the least extent to comply with such applicable law, but all remaining provisions shall be in full force and effect.

ELECTRONIC DELIVERY

Electronic Communication Privacy Act Notice (18 U.S.C. 2701-2711):

U.P. makes no guaranty of confidentiality or privacy of any communication or information transmitted on the Site or any website linked to the Site. U.P. will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other information stored on U.P.'s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.

Contract Notices

By using the Site and the Services, you consent to receive from U.P. all communications including notices, agreements, legally required disclosures, or other information in connection with the Services (collectively, “Contract Notices”) electronically. U.P. may provide the electronic Contract Notices by posting them on the Site. If you desire to withdraw your consent to receive Contract Notices electronically, you must discontinue your use of the Service.

Electronic Communications and Documents

You agree that U.P. may send communications to you via your mailing address, email, telephone or facsimile number provided by you on your account. You agree to notify us of any changes in your address or contact details. U.P. may also deliver information verbally. Communications shall be deemed delivered to you when sent and not when received. Your use of electronic signatures to sign documents legally binds you in the same manner as if you had manually signed such documents. The use of electronic versions of documents fully satisfies any requirement that such documents be provided to you in writing. If you sign electronically, you represent that you have the ability to access and retain a record of such documents. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means. You are obligated to review the Site periodically for changes and modifications and agree not to contest the admissibility or enforceability the Site’s electronically stored copy of this Agreement in any proceeding arising out of this Agreement.

GOVERNING LAW; DISPUTE RESOLUTIONS; INJUNCTIVE RELIEF

Governing Law

This Agreement (and any further rules, policies or guidelines incorporated by reference herein) shall be governed by and construed in accordance with the internal laws of the United States and the State of New York, without giving effect to any principles of conflicts of law, regardless of your country of origin or location where you access the Site or the Service. For the purpose of any judicial proceeding to enforce such award or incidental to such arbitration or to compel arbitration, or if for any reason a claim proceeds in court rather than in arbitration, the parties hereby submit to the non-exclusive jurisdiction of the state and Federal courts sitting in New York County, New York, and agree that service of process in such arbitration or court proceedings shall be satisfactorily made upon it if sent by certified, express or registered mail addressed to it at the address set forth in the books and records of U.P., or if no such address has been provided, by email to the email address provided by the relevant parties to U.P. in connection with their use of the Service. With respect to any disputes or claims not subject to informal dispute resolution or arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts located in New York County, New York, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts located in New York County, New York.

Dispute Resolution/Arbitration

Unless otherwise agreed in writing by you and U.P., any dispute arising out of or relating to the Agreement, or the breach hereof, shall be finally and exclusively resolved by confidential, binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules in New York County, New York. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. If parties are unable to select an arbitrator then AAA shall select the arbitrator. You consent to the personal jurisdiction of the AAA in New York County, New York, and that the AAA in New York, New York is the sole venue for any dispute. Judgment on any award entered by the arbitrator may be entered in any court having jurisdiction thereof. User agrees that it may bring claims against U.P. only in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. No claims against U.P. may be joined with any other claimant.

Exclusive Process

You acknowledge that the arbitrator(s), and not any federal, state or local court or agency, shall have exclusive authority to resolve any dispute arising under or relating to the interpretation, applicability, enforceability or formation of this Agreement, including but not limited to any claim that all or any part of this Agreement is void or voidable. Without limiting the generality of the foregoing, the arbitrator shall have the exclusive authority to interpret the scope of this clause, and whether the controversy, claim or dispute can be arbitrated.

You acknowledge that the rights granted and obligations made hereunder are of a unique and irreplaceable nature, the loss of which shall irreparably harm U.P. and which cannot be replaced by monetary damages alone. As such, we shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief and agree to limit your claims to claims for monetary damages (if any).

REGISTRATION DATA; ACCOUNT SECURITY

In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site ("Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information that you provide to U.P., to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to U.P..

PRIVACY AND PROTECTION OF PERSONAL INFORMATION

U.P. values your privacy. Please review our Privacy Policy to learn more about how we collect and use information about you through your use of the Site and the Service and from publicly available sources.

U.P. may collect and collate a variety of information regarding the use of the Site and the Service. U.P. is the sole owner of all such information it collects. By using the Service you consent to the transfer of your information to the United States and/or other countries for storage, processing and use by U.P..

By providing us with Personal Data (as defined in the Privacy Policy), you give us permission to share such Personal Data with other companies who present an investment opportunity, or who offer products and services that we believe may be of interest to you, and to send you communications about such companies, investment opportunities, products and services, whether they be investment opportunities or other types of products and services. However, to the extent required by law, you will be given the opportunity to opt-out of such sharing and such communications.

U.P. takes the security of your information serious. Although we make good faith efforts to store any non-public information uploaded to the Site and the Service or collected by U.P. in a secure operating environment that is not available to the public, we cannot guarantee complete security. We cannot and do not guarantee that our security measures will prevent third party "hackers" from accessing our site without authorization or illegally and obtaining access to User Content or information thereon. U.P. is not liable for any losses, costs or damages relating to another party accessing and using information about you stored by, or on behalf of, U.P..

U.P. reserves the right to reveal your identity (and whatever other information we possess about you) in the event of a complaint, subpoena, warrant, court order or legal action. U.P. may log all internet protocol addresses accessing the Site and the Service and other information about users' access, and maintain backup copies of content indefinitely and disclose that information to law enforcement authorities as required.

MISCELLANEOUS

Amendments

We may amend this agreement at any time in our sole discretion, effective upon posting the amended Agreement at the domain of www.unitedproduction.com where the prior version of this agreement was posted, or by communicating these changes through any written contact method we have established with you. Your use of the Site or Services following the date on which such amended Agreement is published will constitute consent to and acceptable of such amendments and such revised Agreement will govern our entire relationship, including your prior use of the Site and the Service.

Waiver/Severability

The failure of U.P. to require or enforce strict performance by you of any provision of this agreement or to exercise any right under this agreement shall not be construed as a waiver or relinquishment of U.P.’s right to assert or rely upon any such provision or right in that or any other instance. In fact, U.P. may choose to enforce certain portions of this agreement more strictly or to interpret certain provisions more strictly against certain users than it does against users in general, and such disparate treatment shall not be grounds for failing to comply with all this agreement as so interpreted. If any provision of the Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable.

International Issues

This website is only intended for jurisdictions where its use is legal by the person viewing or otherwise using the site. You must not access the website if by reason of your nationality, residence (temporary or permanent) or for any other reason the publication or availability of this website is prohibited.

U.P. operates and controls the Site and the Service from its offices in the United States. The Company makes no representation that the Site and the Service is appropriate or available in other locations. The information provided on or through the Site and the Service is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject U.P. to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site or the Service from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

Certain User Content may be subject to United States export controls. Thus, no such materials may be downloaded, exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, North Korea, Iran, Syria, or any other country to which the United States has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading any material available through the Site or Service, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list. The parties specifically disclaim application of the Convention on Contracts for the International Sale of Goods.

Assignment

You may not assign this agreement without the U.P.’s prior written consent. U.P. may assign all of its rights and obligations under this Agreement at any time, without notice to you.

Entire Agreement

This Agreement is the entire agreement between you and U.P. with respect to the Service and use of the Site and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and U.P. with respect to the Site and the Service.

No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

Section Headings

The section headings used herein and the summary of terms at the beginning of this Agreement are for convenience only and shall not be given any legal import. Upon U.P.’s request, you will furnish U.P. any documentation, substantiation or releases necessary to verify your compliance with this Agreement. You agree that this Agreement will not be construed against U.P. by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement.

Statute of Limitations

You and U.P. both agree that regardless of any statute or law to the contrary but only to the extent permissible by law in each relevant jurisdiction, any claim or cause of action arising out of or related to use of the Service, this agreement or our privacy policy must be filed within one year after such claim or cause of action arose or be forever barred.

No Third Party Beneficiaries

This agreement is between you and U.P.. No user has any rights to force U.P. to enforce any rights it may have against any you or any other user, except to the extent to enforce their own intellectual property rights related to Content offered through the Service.

Government Use

If you are a part of an agency, department, or other entity of the United States Government ("Government"), the use, duplication, reproduction, release, modification, disclosure or transfer of the any of our products, the Site or the Services is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The Site and the Service and any related software is a "commercial item," "commercial computer software" and "commercial computer software documentation". In accordance with such provisions, any use of the Site or the Service by the Government shall be governed solely by this Agreement.

U.P. is an entity offering the transmission, routing, or providing of connections for digital online communications, between or among points specified by a user of material of the user's choosing, without modification of the content of the material sent or received ("transitory digital network communications"), as well as system caching, storage of material residing on a system or network at the direction of a user, and referral or linkage of users to an online location using information location tools, each through the website located at http://www.unitedproduction.com and any linked pages or applications owned and operated by U.P.. The Site and the Service are operated and provided by United Production™. If you have questions about this agreement, please contact us.

Last updated: October 31st, 2018 · Trademarked.