Effective Date and Date of Most Recent Revision: May 16, 2019
IMPORTANT NOTICE TO USERS:
1. Agreement to Terms. By clicking on “I AGREE” as displayed at the UCF Website(s), and/or by accessing the UCF Website(s), the User confirms that he, she or it has read, understands, “opts in” and agrees to be bound by all of the terms and conditions set forth in the TOU, which shall constitute a binding contract between the User and UCF. To the greatest extent permitted by applicable law, clicking on “I AGREE” shall be deemed to be the electronic signature of the User. Whether or not the foregoing is a valid electronic signature, however, the User acknowledges and agrees that his, her or its agreement to be bound by the TOU is a material condition on which UCF is relying in granting access to the UCF Website(s), and the User shall be estopped from denying the existence and enforceability of the contract created between UCF and the User as described here. The User’s right to access the UCF Website(s) is conditioned on the User’s agreement to be bound by the TOU. If the User does not wish to be bound by the TOU, the User must exit the UCF Website(s) immediately.
4. The DANCE OR DONATE™ Campaign. UCF’s DANCE OR DONATE™ fundraising campaign is intended to encourage donations to United Cancer Front to support its charitable mission, including cancer research and treatment.
4.1 Dance Videos. The User may wish to produce and/or participate in a short video that depicts a dance performance as a challenge to others to make a charitable donation to UCF, and to make the video available via uploading to various social media. The following terms and conditions apply specifically to all participants in UCF’s DANCE OR DONATE campaign, including those who produce a video and those who appear in a video.
4.2 Responsibility and Liability. The producer(s) of videos are solely responsible and liable for all aspects of the content and use of their videos, including compliance with all applicable laws, rules and regulations and the clearance of rights from third parties.
4.3 Clearance. By way of example only, the producer(s) of each video are solely responsible for obtaining, at their own cost and expense, any and all consents and permissions that may be required to lawfully produce and exploit the music video, including but not limited to, and by way of example only, the clearance of rights in (i) the choreography; (ii) the performances; (iii) the name, image and likeness of the performer(s); (iv) the music soundtrack; (v) the costumes, set decoration, props and other items that may be visible and/or audible on the video; (vi) the videography, sound recording and editing of the video; and (vii) any and all other elements that can be seen and/or heard when viewing the video.
4.4 Permission to Use UCF Name and Marks. Conditioned on full compliance with the TOU, UCF gives permission to the producer(s) of the video to use the name of United Cancer Front, the DANCE OR DONATE™ mark, and the various social media handles and hashtags of UCF in connection with the posting of the video to social media and other websites. The permission is non-transferable and revocable at will upon notice from UCF to the producer(s).
4.5 Special Indemnity Regarding the Videos. As a condition of the permission granted in Section 4.4 above, the producer(s) of and the performer(s) in each video agree to indemnify, defend and hold harmless UCF and its directors, officers, employees, contractors, agents and representatives, from and against claims of any and all kinds whatsoever arising from the video and/or any use of the video. The terms and conditions of Section 15 below shall apply with equal force and effect to all such claims.
4.6 Tax Advice. UCF does not give advice Users or donors on the deductibility of donations. Consult your tax advisor for any such advice.
5. Responsibility for Access to the UCF Website(s). The User is solely and strictly responsible for ensuring that his, her or its account information (including but not limited to his, her or its user name and password), equipment, facilities and premises are secure and accessible only to individuals who are authorized by the User to access the UCF Website(s). The User is strictly liable and responsible for all activity and conduct by individuals who access the UCF Website(s) by means of the foregoing, and the User’s indemnity obligations as set forth in Section 15 below shall apply to any such activity and conduct. For that reason, the User is cautioned and encouraged to install, maintain and supervise appropriate security restrictions to control access to the UCF Website(s).
6. Assurances by the User to UCF. Each User represents, warrants, acknowledges and agrees as follows:
(a) User Is an Adult. The User is 18 years of age or older and is authorized and empowered to enter into and perform his or her obligations under the TOU.
(b) No Copying, Sharing or Posting. The contents of the UCF Website(s) are owned and controlled by UCF, and/or are used by UCF with the permission of third parties, and the User shall not copy, share, post or otherwise use the contents of the UCF Website(s) for any purpose without the prior written consent of UCF.
(c) Prohibited Conduct. The User shall not access or use the UCF Website(s) for any purpose except those specifically authorized by UCF. The User, whether alone and/or in conjunction with others, shall not engage in any activity or conduct that results, whether directly or indirectly, in the disruption or interruption of the UCF Website(s); the interference with access and/or use of the UCF Website(s) by other users; the addition, deletion and/or modification of the UCF Website(s); the collection, recording, storage, and/or use of personal data about other users of the UCF Website(s); the breach, or attempt to breach, the security and/or authentication features of the UCF Website(s); the modification, reverse engineering, decompilation, decoding, disassembly or otherwise accessing of the source code used by UCF in connection with the UCF Website(s); the linking to the UCF Website(s) in any manner that is false or misleading to the user; the use of the UCF Website(s) to send unsolicited communications, whether personal or commercial in nature; the use of the UCF Website(s)’ domain name(s) as a pseudonymous return email address; and/or the registration or use of any domain name that contains or is confusingly similar to the UCF Website(s) domain name(s). Without limiting the foregoing, and by way of example only, the User may not introduce any viruses, Trojan horses, spyware, or other software of any kind whatsoever, or engage in “flooding,” “spamming,” “spoofing,” “mail bombing,” “crashing,” “framing,” “deep-linking,” or the forgery of any information that states or suggests a false affiliation or origin of emails and other electronic matter.
(d) No Endorsements or Guarantees by UCF. The User acknowledges and agrees that UCF does not endorse or guarantee any of the third-party content that may be available through the UCF Website(s), and/or any of the Users who may access the UCF Website(s), and/or any third-party advertising or links that may be displayed at the UCF Website(s), and that UCF shall have no responsibility or liability for such matter or for such content and/or such persons.
7. Permission Granted to User. Conditioned on the User’s compliance with the TOU, UCF grants permission the User to access and use the UCF Website(s) as set forth in the TOU, which incorporate by reference various additional terms and conditions posted at the Website(s). The permission granted to the User is personal, revocable, non-exclusive, non-transferable and non-sublicensable shall remain in effect unless and until revoked by UCF and/or as set forth in Section 11 below. Subject to the right of the User to access and use the UCF Website(s), and excluding content licensed to UCF by third parties for use at the UCF Website(s), UCF reserves ownership of copyright, trademark and all other intellectual property rights in and to the UCF Website(s) and their contents, and its other products and services (collectively, the “UCF Materials”).
10. Changes in the TOU. UCF reserves the right to amend and modify the TOU in its sole and absolute discretion from time to time. The User is invited to monitor the TOU as posted at the UCF Website(s) to determine the current terms and conditions of the TOU as they may be changed from time to time. UCF will use its reasonable best efforts to notify Users if and when the TOU has been changed and to secure the User’s consent to such changes by clicking on “I AGREE.” By accessing any the UCF Website(s) after any such notification, and by clicking on “I AGREE” at any time after any such notification, the User ratifies, approves and agrees to be bound by any such changes. If the User does not agree to be bound by the current TOU, the User must exit the UCF Website(s) and cease all use of their content, resources and facilities. The TOU was last revised on May 16, 2019.
11. Termination. UCF shall have the right, at any time and in its sole and absolute discretion, with or without cause, to terminate the TOU, the User’s access to the UCF Website(s), and the provision of services to the User prior to the expiration of the term described above. Grounds for termination for cause include but are not limited to (i) any breach or default by the User under the TOU, and/or (ii) as otherwise provided in the TOU. Upon expiration or termination, the User shall no longer have the right to access and/or use the UCF Website(s), the UCF Materials, and/or the other products and services of UCF.
12. Modification, Suspension or Cessation of Services. UCF reserves the right to modify, suspend, and/or cease the operation of the UCF Website(s) and/or the provision of services at any time, without notice and in its sole and absolute discretion, and no such decision by UCF shall be deemed to be a breach or default of the TOU.
13. Reservation of Rights. UCF reserves all rights under copyright, trademark and other intellectual property rights in and to the UCF Materials and the other contents (including the selection, arrangement and coordination of contents and the “look and feel”) of the UCF Website(s), its advertising, publicity, and marketing materials in any and all media know known or hereafter devised, and the logos, trademarks, trade dress, formats and other features of its various products and services as published, promoted and otherwise exploited by UCF (collectively, “UCF Marks”), excluding only such items of intellectual property that may be owned by third parties and are used by UCF under license from the rights-holders or pursuant to the Fair Use Doctrine. The User expressly acknowledges and agrees that the permission granted to Users in the TOU shall not convey any of the foregoing rights to the User.
14. Take-Down Notices under the DMCA. UCF will receive and evaluate notices of copyright infringement and take appropriate actions under the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) (“DMCA”). Written notices of claimed copyright infringement must be in strict compliance with all terms and conditions of the DMCA and must be submitted according to the procedures set forth in the DMCA to the following Designated Agent for UCF:
Internet Service Provider Name and Contact Information: [Insert here]
Hosting Company Name and Contact Information: [Insert here]
Name of Agent Designated to Receive Notification of Claimed Infringement on behalf of UCF: Jonathan Kirsch, Esq.
Full Address of Designated Agent to Which Notification to UCF Should Be Sent: Law Offices of Jonathan Kirsch, 1880 Century Park East, Suite 515, Los Angeles, CA 90067
Telephone Number of Designated Agent: (310) 785-1200
Facsimile Number of Designated Agent: (310) 286-9573
Email Address of Designated Agent: email@example.com
15. Indemnity. The User shall indemnify, defend and hold harmless UCF, its shareholders, directors, officers, partners, joint venturers, principals, subsidiaries and affiliates, and their respective shareholders, officers, directors, employees, partners, associates, affiliates, joint venturers, agents, representatives, vendors, contractors and licensors, from any and all claims, debts, demands, suits, actions, proceedings and/or prosecutions (“Claims”) based on allegations which, if true, would constitute a breach by the User and/or the User’s agents, representatives, employees, contractors, licensees, or affiliates, of any term of the TOU, and any and all liabilities, losses, damages, expenses (including attorneys’ fees and costs) and damages in consequence thereof. The User shall give prompt notice in writing to UCF of any Claims. No compromise or settlement of any Claims shall be made or entered into without the prior written approval of UCF.
16. Limitations on Liability of UCF. The User acknowledges and agrees that he, she or it is accessing the UCF Website(s) at his, her or its own risk. The UCF Website(s), including but not limited to all of their content, features and functions, the other products and services of UCF, and/or third-party content, links and advertisements accessible at or through the UCF Website(s), are made available to the User without warranties, representations or indemnities of any kind whatsoever. UCF makes no representations, warranties or indemnities regarding the completeness, accuracy, currency, suitability, functionality, merchantability, security, suitability for use, accuracy, or effectiveness of the foregoing by Users and shall not be liable for any use in violation of the terms and conditions of the TOU or otherwise. UCF further makes no representations, warranties or indemnities regarding the availability, operation or functionality of the UCF Website(s) and/or the facilities by which the UCF Website(s) are accessed and hosted, and shall not be liable for service interruptions, corruption of data, damage to equipment, and/or malfunctions of any kind. UCF, ON BEHALF OF ITSELF AND ITS DIRECTORS, OFFICERS, PARTNERS, JOINT VENTURERS, PRINCIPALS, SUBSIDIARIES AND AFFILIATES, AND THEIR RESPECTIVE SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, ASSOCIATES, AFFILIATES, JOINT VENTURERS, AGENTS, REPRESENTATIVES, VENDORS, CONTRACTORS AND LICENSORS, SPECIFICALLY DISCLAIM ANY LIABILITY (WHETHER BASED IN COPYRIGHT, TRADEMARK, CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO THE UCF WEBSITE(S) and/or THE PRODUCTS AND SERVICES OF UCF (EVEN IF UCF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).
17. Applicable Law. The TOU shall be interpreted, construed and governed in all respects by the laws of the United States of America and the State of California. Venue for any dispute arising under the TOU shall be in any court of competent jurisdiction in the County of Los Angeles, State of California, and the User hereby expressly submits and consents to such jurisdiction.
19. Modification and Waiver. Except as otherwise provided in Section 10 above, the TOU may not be modified or altered, and no term or condition may be waived, except by a written instrument signed by an authorized representative of UCF. No waiver of any term or condition of the TOU, or of any breach of the TOU or any portion thereof, shall be deemed a waiver of any other term, condition or breach of the TOU or any portion thereof.
20. Severability. If any term or provision of the TOU is found to be unenforceable for any reason, the TOU shall remain in full force and effect and shall be fully enforceable on its remaining terms and conditions.
21. Force Majeure. UCF will not be responsible for any delay or failure in performance resulting from any cause beyond its control.
22. Relationship of the Parties. UCF and the User acknowledge and agree that they are independently contracting parties dealing at arm’s length with each in connection with the licensing of intellectual property rights and the provision of services. No partnership, joint venture, joint authorship, employment, fiduciary, agency or other relationship is created between them. The User shall not purport to act on behalf of UCF in any manner or for any purpose and shall not purport to incur any debt or liability on behalf of UCF.
If to the User: At the address given by the User at the time of registration and/or the purchase of services from UCF.
If to UCF: 11601 Wilshire Boulevard, Suite 500, Los Angeles, CA 90025 or to such new and different address as may be posted from time to time in the TOU as posted at the UCF Website(s).
With a copy to: Law Offices of Jonathan Kirsch, Attn.: Jonathan Kirsch, 1880 Century Park East, Suite 515, Los Angeles, CA 90067, or such new and different address as may be posted from time to time in the TOU as posted at the Website(s).
24. Headings. Headings and footers are for convenience only and are not to be deemed part of the TOU.