Terms & Conditions

UDESI ("UDESI" or "we") operates UDESI.com, which is a social networking service that allows Members to create unique personal profiles online in order to find and communicate with old and new friends. The services offered by UDESI include any UDESI branded URL (the "UDESI Website"), the UDESI instant messaging service, the UDESI application developer service and other features (for example, music and video embedded players), UDESI mobile services, and any other features, content, or applications offered from time to time by UDESI in connection with UDESIís business (collectively, the "UDESI Services"). The UDESI Services are hosted in the United States.



This Terms of Use Agreement ("Agreement") sets forth the legally binding terms for your use of the UDESI Services. By using the UDESI Services, you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse the UDESI Website, including through a mobile device or otherwise use the UDESI Services without being registered) or you are a "Member" (which means that you have registered with UDESI). The term "User" refers to a Visitor or a Member. You are only authorized to use the UDESI Services (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and the terms of this Agreement. Please read this Agreement carefully and save it. If you do not agree to be bound by it or with any of the legal provisions applicable to it and to follow all applicable laws, you should leave the UDESI Website and discontinue use of the UDESI Services immediately. If you wish to become a Member, communicate with other Members and/or make use of the UDESI Services, you must read this Agreement and indicate your acceptance during the Registration process.

This Agreement includes UDESIs policy for acceptable use of the UDESI Services and Content (as defined in Section 6.1 below) posted on or through the UDESI Services and your rights, obligations and restrictions regarding your use of the UDESI Services and Content posted on or through the UDESI Services. In order to participate in certain UDESI Services, you may be notified that you are required to download software or content and/or agree to additional terms and conditions from UDESI. Unless otherwise provided by the additional terms and conditions applicable to the UDESI Services in which you choose to participate, those additional terms are hereby incorporated into this Agreement. You may receive a copy of this Agreement by emailing us at: privacy@UDESI.com, Subject: Terms of Use Agreement.



UDESI may modify this Agreement from time to time and such modification shall be effective upon posting by UDESI on the UDESI Website. Your continued use of the UDESI Services after UDESI posts a revised Agreement signifies your acceptance of the revised Agreement. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes.



Please choose carefully the information you post on or through the UDESI Services and that you provide to other Users. Your UDESI profile may not include any form of Prohibited Content, as outlined in Section 8 below. Despite this prohibition, information, materials, products or services provided by other UDESI Members (for instance, in their profile) may, in whole or in part, be unauthorized, impermissible or otherwise violate this Agreement, and UDESI assumes no responsibility or liability for this material. If you become aware of misuse of the UDESI Services by any person, please click on the "Contact UDESI" or the "Report Abuse" link at the bottom of the UDESI Website pages.



UDESI reserves the right, in its sole discretion, to reject, refuse to post or remove any posting (including private messages) by you, or to deny, restrict, suspend, or terminate your access to all or any part of the UDESI Services at any time, for any or no reason, with or without prior notice or explanation, and without liability. UDESI expressly reserves the right to remove your profile and/or deny, restrict, suspend, or terminate your access to all or any part of the UDESI Services if UDESI determines, in its sole discretion, that you have violated this Agreement or pose a threat to UDESI and/or its Users and/or violating any applicable law.



1. Eligibility. Use of the UDESI Services and registration to be a Member for the UDESI Services ("Membership") is void where prohibited. By using the UDESI Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 13 years of age or older; and (d) your use of the UDESI Services does not violate any applicable law or regulation. Your profile may be deleted and your Membership may be terminated without warning, if we believe that you are under 13 years of age, if we believe that you are under 18 years of age and you represent yourself as 18 or older, or if we believe you are over 18 and represent yourself as under 18.



2. Term. This Agreement, and any posted revision to this Agreement, shall remain in full force and effect while you use the UDESI Services or are a Member. You may terminate your Membership at any time, for any reason, by following the instructions on the Member Account Settings page. UDESI may terminate your Membership at any time, for any or no reason, with or without prior notice or explanation, and without liability. Even after Membership is terminated, this Agreement will remain in effect, including Sections 5-17.



3. Fees. You acknowledge that UDESI reserves the right to charge for any portion of the UDESI Services and to change its fees (if any) from time to time in its discretion. If UDESI terminates your Membership because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of fees or payments (if any).



4. Password. When you sign up to become a Member, you will also be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, or password of another Member at any time or to disclose your password to any third party. You agree to notify UDESI immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account.


5. Use by Members. The UDESI Services are for the personal use of Members and may be used for promotional purposes as well, but direct commercial endeavors may only be used if they are specifically endorsed or authorized by UDESI. UDESI reserves the right to remove commercial content in its sole discretion. Illegal and/or unauthorized use of the UDESI Services, including collecting usernames, userid numbers and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the UDESI Website, or employing third party promotional sites or software to promote profiles for money, is prohibited. Commercial advertisements, affiliate links, and other forms of unauthorized solicitation may be removed from Member profiles without notice or explanation and may result in termination of Membership privileges. UDESI reserves the right to take appropriate legal action for any illegal or unauthorized use of the UDESI Services.


6. Proprietary Rights in Content on UDESI.



6.1 UDESI does not claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, applications, or any other materials (collectively, "Content") that you post on or through the UDESI Services. After posting your Content to the UDESI Services, you continue to retain any such rights that you may have in your Content, subject to the limited license herein. By displaying or publishing ("posting") any Content on or through the UDESI Services, you hereby grant to UDESI a limited license to use, modify, delete from, add to, publicly perform, publicly display, reproduce, and distribute such Content solely on or through the UDESI Services, including without limitation distributing part or all of the UDESI Website in any media formats and through any media channels, except Content marked "private" will not be distributed outside the UDESI Website. This limited license does not grant UDESI the right to sell or otherwise distribute your Content outside of the UDESI Services. After you remove your Content from the UDESI Website we will cease distribution as soon as practicable, and at such time when distribution ceases, the license will terminate. If after we have distributed your Content outside the UDESI Website you change the Contentís privacy setting to "private," we will cease distribution of such "private" Content outside the UDESI Website as soon as practicable after you make the change.



6.2 The license you grant to UDESI is non-exclusive (meaning you are free to license your Content to anyone else in addition to UDESI), fully-paid and royalty-free (meaning that UDESI is not required to pay you for the use on the UDESI Services of the Content that you post), sublicensable (so that UDESI is able to use its affiliates, subcontractors and other partners such as Internet content delivery networks and wireless carriers to provide the UDESI Services), and worldwide (because the Internet and the UDESI Services are global in reach).



6.3 You represent, warrant and covenant that: (i) you own the Content posted by you on or through the UDESI Services or otherwise have the right to grant the license set forth in this Section 6, and (ii) the posting of your Content on or through the UDESI Services does not violate any applicable laws, including but not limited to the privacy rights, publicity rights, intellectual property rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, and any other monies owing to any person or entity by reason of any Content posted by you on or through the UDESI Services.



6.4 The UDESI Services contain Content of UDESI ("UDESI Content"). UDESI Content is protected by copyright, trademark, patent, trade secret, industrial secret, and other laws, and UDESI owns and retains all rights in the UDESI Content and the UDESI Services. UDESI hereby grants you a limited, revocable, nonsublicensable license to reproduce and display the UDESI Content (excluding any software code) solely for your personal use in connection with viewing the UDESI Website and using the UDESI Services.



6.5 The UDESI Services contain Content of Users and other UDESI licensors. Except as provided within this Agreement, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on or through the UDESI Services.



6.6 UDESI performs technical functions necessary to offer the UDESI Services, including but not limited to transcoding and/or reformatting Content to allow its use throughout the UDESI Services.



7. Content Posted.


7.1 UDESI may reject, refuse to post or delete any Content for any or no reason, including Content that in the sole judgment of UDESI violates this Agreement or which may be offensive, illegal or violate the rights of any person or entity, or harm or threaten the safety of any person or entity. UDESI assumes no responsibility for monitoring the UDESI Services for inappropriate Content or conduct. If at any time UDESI chooses, in its sole discretion, to monitor the UDESI Services, UDESI nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the User submitting any such Content.



7.2 You are solely responsible for the Content that you post on or through any of the UDESI Services, and any material or information that you transmit to other Members and for your interactions with other Users.



7.3 You are solely responsible for ensuring that all Content that you post on or through any of the UDESI Services, and any material or information that you transmit to other Users, conforms to all applicable data protection and privacy laws, including ensuring that you have obtained the prior consent of any and all individuals whose personal information you use and/or disclose on or through UDESI.



8 Content/Activity Prohibited. The following are examples of the kind of Content that is illegal or prohibited to post on or through the UDESI Services. UDESI reserves the right to investigate and take appropriate legal action against anyone who, in UDESI is sole discretion, violates this provision, including without limitation, removing the offending Content from the UDESI Services and terminating the Membership of such violators. Prohibited Content includes, but is not limited to Content that, in the sole discretion of UDESI:



8.1 is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;



8.2 harasses or advocates harassment of another person;



8.3 exploits people in a sexual or violent manner;



8.4 contains nudity, excessive violence, or offensive subject matter or contains a link to an adult website;



8.5 solicits personal information from anyone under 18;



8.6 publicly posts information that poses or creates a privacy or security risk to any person;



8.7 constitutes or promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;



8.8 constitutes or promotes an illegal or unauthorized copy of another persons copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated music or links to pirated music files;



8.9 involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming";



8.10 contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);



8.11 furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someones privacy, or providing or creating computer viruses;



8.12 solicits passwords or personal identifying information for commercial or unlawful purposes from other Users;



8.13 involves commercial activities and/or sales without prior written consent from UDESI such as contests, sweepstakes, barter, advertising, or pyramid schemes;



8.14 includes a photograph or video of another person that you have posted without that persons consent;



8.15 for band, comedy, filmmaker and other profiles, uses sexually suggestive imagery or any other unfair, misleading or deceptive Content intended to draw traffic to the profile;



8.16 violates the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person; or



8.17 promotes propaganda and/or symbols of organizations which are unconstitutional or illegal in your country.



The following are examples of the kind of activity that is illegal or prohibited on the UDESI Website and through your use of the UDESI Services. UDESI reserves the right to investigate and take appropriate legal action against anyone who, in UDESIs sole discretion, violates this provision, including without limitation, reporting you to law enforcement authorities. Prohibited activity includes, but is not limited to:



8.18 criminal or tortious activity, including child pornography, corruption of minors, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, intellectual property rights (including but not limited to copyright, trademark and patent infringement), or theft of trade or industrial secrets;



8.19 advertising to, or solicitation of, any Member to buy or sell any products or services through the unauthorized or impermissible use of the UDESI Services. You may not transmit any chain letters or junk email to other Members. In order to protect our Members from such advertising or solicitation, UDESI reserves the right to restrict the number of emails which a Member may send to other Members in any 24-hour period to a number which UDESI deems appropriate in its sole discretion. If you breach this Agreement and send unsolicited bulk email, instant messages or other unauthorized commercial communications of any kind through the UDESI Services, you acknowledge that you will have caused substantial harm to UDESI, but that the amount of such harm would be extremely difficult to ascertain. As a reasonable estimation of such harm, you agree to pay UDESI USD $50 for each such unsolicited email or other unauthorized commercial communication you send through the UDESI Services;



8.20 circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person in circumventing or modifying any security technology or software that is part of the UDESI Services;

8.21 activity that involves the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise permit the unauthorized use of or access to a computer or a computer network;

8.22 covering or obscuring the banner advertisements on your personal profile page, or any UDESI page via HTML/CSS or any other means;



8.23 any automated use of the system, including but not limited to, using scripts to add friends or send comments or messages;



8.24 interfering with, disrupting, or creating an undue burden on the UDESI Services or the networks or services connected to the UDESI Services;



8.25 impersonating or attempting to impersonate another Member, person or entity;



8.26 for band, comedy, filmmaker and other profiles containing a UDESI player, copying the code for your UDESI Player and embedding it (or directing others to embed it) anywhere other than your band profile on UDESI;



8.27 using the account, username, or password of another Member at any time or disclosing your password to any third party or permitting any third party to access your account;



8.28 selling or otherwise transferring your profile;



8.29 using any information obtained from the UDESI Services in order to harass, abuse, or harm another person or entity, or attempting to do the same;



8.30 displaying an unauthorized commercial advertisement on your profile, or accepting payment or anything of value from a third person in exchange for your performing any commercial activity through the unauthorized or impermissible use of the UDESI Services on behalf of that person, such as placing commercial content on your profile, posting blogs or bulletins with a commercial purpose, selecting a profile with a commercial purpose as one of your "Top 8" friends, or sending private messages with a commercial purpose; or



8.31 using the UDESI Services in a manner inconsistent with any and all applicable laws and regulations.



9 Protecting Copyrights and Other Intellectual Property. UDESI respects the intellectual property of others, and requires that our users do the same. You may not upload, embed, post, email, transmit or otherwise make available any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. UDESI has the right to terminate the Membership of infringers.



If you believe your work has been copied and posted on or through the UDESI Services in a way that constitutes copyright infringement, please send UDESIs Copyright Agent a notification of claimed infringement with all of the following information: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the UDESI Services (providing the URL(s) of the claimed infringing material satisfies this requirement); (c) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (e) a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or authorized to act on the copyright owners behalf; and (f) your physical or electronic signature.

10. Member Disputes. You are solely responsible for your interactions with other UDESI Members. UDESI reserves the right, but has no obligation, to become involved in any way with disputes between you and other Members.

11. Privacy. Use of the UDESI Services is also governed by our Privacy Policy, which is incorporated into this Agreement by this reference.

12. Disclaimers. UDESI is not responsible for and makes no warranties, express or implied, as to the User Content or the accuracy and reliability of the User Content posted on or through the UDESI Services, whether caused by Users of the UDESI Services or by any of the equipment or programming associated with or utilized in the UDESI Services and such User Content does not necessarily reflect the opinions or policies of UDESI. Profiles and third party applications created and posted by Members on the UDESI Website may contain links to other websites. UDESI is not responsible for the content, accuracy or opinions expressed on such websites, and such websites are not necessarily investigated, monitored or checked for accuracy or completeness by UDESI. Inclusion of any linked website on the UDESI Services does not imply approval or endorsement of the linked website by UDESI. When you access these third-party sites, you do so at your own risk. UDESI takes no responsibility for third party advertisements or third party applications that are posted on or through the UDESI Services, nor does it take any responsibility for the goods or services provided by its advertisers. UDESI is not responsible for the conduct, whether online or offline, of any User of the UDESI Services. UDESI assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User or Member communication. UDESI is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the UDESI Services or combination thereof, including any injury or damage to Users or to any persons computer related to or resulting from participation or downloading materials in connection with the UDESI Services. Under no circumstances shall UDESI be responsible for any loss or damage, including personal injury or death, resulting from use of the UDESI Services, attendance at a UDESI event, from any User Content posted on or through the UDESI Services, or from the conduct of any Users of the UDESI Services, whether online or offline. The UDESI Services are provided "AS-IS" and as available and UDESI expressly disclaims any warranty of fitness for a particular purpose or non-infringement. UDESI cannot guarantee and does not promise any specific results from use of the UDESI Services.

13. Limitation on Liability. IN NO EVENT SHALL UDESI BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE UDESI SERVICES, EVEN IF UDESI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, UDESIS LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO UDESI FOR THE UDESI SERVICES DURING THE TERM OF MEMBERSHIP.

14. U.S. Export Controls. Software available in connection with the UDESI Services (the "Software") is further subject to United States export controls. No Software may be downloaded from the UDESI Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.

15. Disputes. The Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflict of law provisions. You and UDESI agree to submit to the exclusive jurisdiction of the courts located within the State of New York to resolve any dispute arising out of the Agreement or the UDESI Services. EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. FURTHER, EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. EACH OF THE PARTIES ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY ENTERING INTO THIS AGREEMENT.


16. Indemnity. You agree to indemnify and hold UDESI, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys fees, made by any third party due to or arising out of your use of the UDESI Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth in this Agreement and/or if any Content that you post on or through the UDESI Services causes UDESI to be liable to another.

17. Other. This Agreement is accepted upon your use of the UDESI Website or any of the UDESI Services and is further affirmed by you becoming a Member. This Agreement constitutes the entire agreement between you and UDESI regarding the use of the UDESI Services. The failure of UDESI to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. UDESI is a trademark of UDESI, Inc. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

Please contact us at: Contact UDESI with any questions regarding this Agreement.

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.
   
 
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