The Uplify Terms of Service for Streamers

Hello. We are Uplify, Inc. (known by creators as Uplify).

Welcome to Uplify

Thanks for your interest in our advertising services (the "Services"). Uplify is building the streaming Advertising marketplace for brands and streamers (“Platform”). By using our Services, you agree to these Terms of Service (collectively, the "Terms").

Please read these Terms carefully. As used in these Terms of Service, "you" or "publisher" means the individual or entity using the Services (and/or any individual, agent, employee, representative, network, parent, subsidiary, affiliate, successor, related entities, assigns, or all other individuals or entities acting on your behalf, at your direction, under your control, or under the direction or control of the same individual or entity who controls you). "We," "us" or "Uplify" means Uplify Inc., and the "parties" means you and Uplify.

Access to the Services

Your use of the Services is subject to your creation and our approval of an Uplify Account (an "Account"). We have the right to refuse or limit your access to the Services. In order to verify your Account, from time-to-time we may ask for additional information from you, including, but not limited to, verification of your name, address, and other identifying information. By submitting an application to use the Services, if you are an individual, you represent that you are at least 18 years of age. You may only have one Account. If you (including those under your direction or control) create multiple Accounts, you will not be entitled to further payment from Uplify, and your Accounts will be subject to termination, pursuant to the provisions below.

Using our Services

You may use our Services only as permitted by Uplify Terms and any applicable laws. Don't misuse our Services. For example, don't interfere with our Services or try to access them using a method other than the interface and the instructions that we provide.

You may discontinue your use of any Service at any time by removing the relevant code from your Properties.

Changes to our Services or Terms

We are constantly changing and improving our Services. We may add or remove functionalities or features of the Services at any time, and we may suspend or stop a Service altogether.We may modify the Uplify Terms at any time.

We'll post any modifications to the Terms on this page and any modifications on respective pages.

Payment

Subject to this Section and Section "Termination, suspension" of the Terms, you will receive a payment related to the number of valid views on Advertising displayed on your streaming window, the number of valid impressions of Ads displayed on your Properties, or other valid events performed in connection with the display of Ads on your Properties, only if and when Uplify determines that your Properties have remained in compliance with the Terms for the entirety of the period for which payment is made and through to the date that the payment is issued.

If your Account is in good standing through to the time when Uplify issues you a payment, we will pay you by request following 14 days upon such request based on the balance reflected in your Account. If Uplify is investigating your compliance with the Terms or you have been suspended or terminated, your payment may be delayed or withheld. To ensure proper payment, you are responsible for providing and maintaining accurate contact and payment information in your Account.

Payments will be calculated solely based on Uplify's accounting. All the amounts accrued and due to payment are available in your personal account on the Platform. By acceptance of these Terms you agree on the indisputability of the amounts due to payment. You also agree that the payment is calculated under the rates as previously agreed with You.

You acknowledge and agree that you are only entitled to payment for your use of the Services for which Uplify has been paid; if, for any reason, Uplify does not receive payment from a Brand or credits such payment back to a Brand, you are not entitled to be paid for any associated use of the Services. Additionally, if a Brand whose Advertising are displayed on any Property defaults on payment to Uplify, we may withhold payment or charge back your Account.

Uplify has the right to withhold or adjust payments to you to exclude any amounts Uplify determines arise from invalid activity. Uplify is entitled to write off the balance from your Account to “zero” in case the Account is deleted by Streamer and/or the Account is not active for more than 36 months.

In the event of payment over the threshold of USD 400 (four hundred US dollars) in the framework of one (1) calendar year, Uplify may require additional verification and submission of related information in accordance with the standards under applicable law.

Termination, Suspension, and Entitlement to Further Payment

Uplify may at any time, without providing a warning or prior notice, temporarily suspend further payments on your Account, suspend or terminate the participation of any Services, or suspend or terminate your Account because of, among other reasons, invalid activity or your failure to otherwise fully comply with the Uplify Terms and policies.

Taxes

As between you and Uplify, Uplify is responsible for all taxes (if any) associated with the transactions between Uplify and Brands in connection with Advertising displayed on the Properties.You are responsible for all taxes (if any) associated with the Services, other than taxes based on Uplify's net income. All payments to you from Uplify in relation to the Services will be treated as inclusive of tax (if applicable) and will not be adjusted.

Testing

You authorize Uplify to periodically conduct tests that may affect your use of the Services. To ensure the timeliness and validity of test results, you authorize Uplify to conduct such tests without notice.

Intellectual Property and Brand Features

Other than as set out expressly in these Terms, neither party will acquire any right, title, or interest in any intellectual property rights belonging to the other party or to the other party's licensors.We may include your name and Brand Features in our presentations, marketing materials, customer lists and financial reports.

Confidentiality

You agree not to disclose Uplify Confidential Information without our prior written consent. "Uplify Confidential Information" includes: (a) all Uplify software, technology and documentation relating to the Services; (b) click-through rates or other statistics relating to Property performance as pertaining to the Services; (c) the existence of, information about, or the terms of, any non-public beta or experimental features in a Service; and (d) any other information made available by Uplify that is marked confidential or would normally be considered confidential under the circumstances in which it is presented. Uplify Confidential Information does not include information that you already knew prior to your use of the Services, that becomes public through no fault of yours, that was independently developed by you, or that was lawfully given to you by a third party. Notwithstanding this "Confidentiality", you may accurately disclose the amount of Uplify's gross payments resulting from your use of the Services.

Indemnity

You agree to indemnify and defend Uplify, its affiliates, agents, and Brands from and against any and all third-party claims and liabilities arising out of or related to the Services, including any content that is not provided by Uplify; your use of the Services; or your breach of any term of the Uplify Terms. Uplify's Brands are third-party beneficiaries of this indemnity.

Representations; Warranties; Disclaimers

You represent and warrant that (i) you have full power and authority to enter into the Uplify Terms; (ii) you are the technical and editorial decision maker in relation to each Property on which the Services are implemented and you have control over the way in which the Services are implemented on each Property; (iii) Uplify has never previously terminated or otherwise disabled an Uplify Account created by you due to your breach of the Uplify Terms, including due to invalid activity; (iv) entering into or performing under the Uplify Terms will not violate any agreement you have with a third party or any third-party rights; and (v) all of the information provided by you to Uplify is correct and current.

TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED. WE EXPRESSLY DISCLAIM THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability

TO THE EXTENT PERMITTED BY LAW, EXCEPT FOR ANY INDEMNIFICATION OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS, CONFIDENTIALITY OBLIGATIONS, AND/OR PROPRIETARY INTERESTS RELATING TO THE UPLIFY TERMS, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THE UPLIFY TERMS FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND (ii) EACH PARTY'S AGGREGATE LIABILITY UNDER THE UPLIFY TERMS IS LIMITED TO THE NET AMOUNT RECEIVED AND RETAINED BY THAT PARTICULAR PARTY IN CONNECTION WITH THESE UPLIFY TERMS DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. Each party acknowledges that the other party has entered into the Uplify Terms relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties.

Miscellaneous

Entire Agreement; Amendments. The Uplify Terms are our entire agreement relating to your use of the Services and supersede any prior or contemporaneous agreements on that subject. The Uplify Terms may be amended (i) in a writing signed by both parties that expressly states that it is amending the Uplify Terms, or (ii) as set forth in Section 4, if you keep using the Services after Uplify modifies the Uplify Terms.

Assignment. You may not assign or transfer any of your rights under the Uplify Terms. Independent Contractors. The parties are independent contractors and the Uplify Terms do not create an agency, partnership, or joint venture.

No Third-Party Beneficiaries. Other than as set forth in Section 12, the Uplify Terms do not create any third-party beneficiary rights.

No Waiver. Other than as set forth in Section 6, the failure of either party to enforce any provision of the Uplify Terms will not constitute a waiver.

Severability. If it turns out that a particular term of the Uplify Terms is not enforceable, the balance of the Uplify Terms will remain in full force and effect.

Survival. Sections 5, 6, 8, 12, 14, and 15 of these Terms of Service will survive termination.

Governing Law; Venue. All claims arising out of or relating to the Uplify Terms or the Services will be governed by California law, excluding California's conflict of laws rules, and will be litigated exclusively in the federal or state courts of Santa Monica, California, USA, and you and Uplify consent to personal jurisdiction in those courts.

Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, governmental action, and Internet disturbance) that was beyond the party's reasonable control.

Communications. In connection with your use of the Services, we may contact you regarding service announcements, administrative messages, and other information. You may opt out of some of those communications in your Account settings. For information about how to contact Uplify, please visit our website.

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