Terms of Use - Upverter

UPVERTER, INC. ("UPVERTER") OWNS AND OPERATES THIS WEBSITE LOCATED AT WWW.UPVERTER.COM (THE "WEBSITE"). THESE TERMS OF USE APPLY TO ALL USERS OF THE WEBSITE AND ANY CONTENT MADE AVAILABLE THROUGH THE WEBSITE, INCLUDING USERS WHO UPLOAD AND MAKE AVAILABLE ANY MATERIALS THROUGH THE WEBSITE, USERS WHO USE SERVICES PROVIDED THROUGH THIS WEBSITE (INCLUDING USING DESIGNS AND MATERIALS MADE AVAILABLE THROUGH THE WEBSITE) AND USERS WHO SIMPLY VIEW THE CONTENT ON OR AVAILABLE THROUGH THE WEBSITE. PLEASE READ THESE TERMS OF USE CAREFULLY. BY USING THIS WEBSITE YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS OF USE. IF YOU DO NOT ACCEPT THESE TERMS OF USE, THEN DO NOT USE THIS WEBSITE OR ANY OF ITS CONTENT OR SERVICES.

The Upverter Service. The Website facilitates users who have created an account ("members") sharing, building and collaborating on design and other elements of hardware and electronic development. If you become a member of the Website you will be able to browse (and fork) designs, access crowdsourced libraries of open source hardware components and explore new ideas and developments with other members on the license terms specified by the user who has made their design available to the community.
Use of the Website. Key features of the Website include the ability for members to generate content and design from anywhere. In using the Website you acknowledge and agree that all information, data, text or other materials, whether publicly posted or privately transmitted to the Website by viewers or users, is the sole responsibility of such viewers or users ("User Content"). This means that the user and not Upverter, is entirely responsible for all such material uploaded, posted, emailed, transmitted or otherwise made available by using the Website. If you use a third party’s design that use will be subject to the license terms on which that party makes the design available to you through the Website. Upverter does not control User Content or the arrangements that users make among themselves for licensing content. As such Upverter does not guarantee the accuracy, integrity or quality of such content and under no circumstances will Upverter be liable in any way for any materials, including, but not limited to, any use or reliance on User Content.
Use Restrictions. In using the Website you shall not (a) copy or distribute any part of this Website (including content of the Website) except to the extent expressly permitted, (b) alter or modify any part of the Website, (c) upload, post, email, transmit or otherwise make available on the Website any material that is unlawful, untrue or misleading, harmful, threatening, abusive, defamatory, obscene, invasive of another's privacy, gives rise to civil liability, or is otherwise objectionable, (d) impersonate any person or entity or misrepresent your affiliation with a person or entity; (e) forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted to or through the Website; (f) upload, post, email, transmit or otherwise make available any material that You do not have a right to make available under any law or under a contractual relationship; (g) upload, post, email, transmit or otherwise make available any material that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; (h) upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, solicitations for business, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation; (i) upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or data or the Website or that of any users or viewers of the Website or that compromises a user’s privacy; (j) interfere with or disrupt the Website or servers or networks connected to the Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website or probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (k) intentionally or carelessly violate any applicable local, state, national or international law or regulation; (l) collect or store personal data about other users or viewers; or (m) resell the content of the Website, the use of the Website or access to the Website or the content of the Website.
Sharing Designs and other Content. If you share designs, technical materials including specifications and other documentation) on the Website ("Designs"), you are agreeing that other users can view, modify and distribute such Designs and the resulting products can be sold freely by such users subject to such users’ compliance with the license terms attached to the Designs provided by you. Any use made of your Designs by other users is a contractual arrangement between you and the relevant user; not Upverter. You will not be entitled to any royalties from users for their incorporation of any of your Designs unless you have made that content available under a royalty-bearing license arrangement and by granting a license to other members you are agreeing not to enforce any patent rights against such users in relation to the licensed Designs.
Upverter Access to User Content. Except for Designs which you have made available in the member sections of the Website, Your User Content is not generally visible to Upverter personnel in your private account although like many online services, a select number of our employees must be able to access User Content for the reasons stated in our Privacy Policy (e.g., when legally required to do so).
DISCLAIMER. THE INFORMATION AND MATERIALS PROVIDED ON THIS WEBSITE ARE PROVIDED "AS IS." SPECIFICALLY, BUT WITHOUT LIMITATION, UPVERTER DOES NOT REPRESENT, WARRANT OR OFFER ANY CONDITIONS THAT: (I) THE INFORMATION OR MATERIALS ON THIS WEBSITE ARE CORRECT, ACCURATE, RELIABLE OR COMPLETE; (II) THE FUNCTIONS CONTAINED ON THIS WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE; (III) DEFECTS WILL BE CORRECTED, OR (IV) THIS WEBSITE OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. UPVERTER SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, STATUTORY, BY USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM DOWNLOADING OR USING ANY SUCH MATERIAL. UPVERTER DOES NOT WARRANT, ENDORSE, GUARANTEE, PROVIDE ANY CONDITIONS OR REPRESENTATIONS, OR ASSUME ANY RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE WEBSITE OR IN RESPECT TO ANY WEBSITE THAT CAN BE REACHED FROM A LINK ON THE WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING ON THE WEBSITE, AND UPVERTER SHALL NOT BE A PARTY TO ANY TRANSACTION THAT YOU MAY ENTER INTO WITH ANY SUCH THIRD PARTY.
LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL UPVERTER OR ITS COMPONENT MANUFACTURERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES WHATSOEVER, THAT RESULT FROM (I) YOUR USE OF OR YOUR INABILITY TO USE, THIS WEBSITE OR ANY OF THE INFORMATION OR MATERIALS CONTAINED ON THIS WEBSITE (INCLUDING USER CONTENT AND DESIGNS), (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES, (III) ERRORS, MISTAKES, OR INACCURACIES IN THE MATERIALS ON THE WEBSITE OR IN ANY CAD MODELS CREATED BY USE OF THE WEBSITE, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY KIND WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OF THE WEBSITE, USER CONTENT OR DESIGNS, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR ANY OTHER FILES OR DATA THAT MAY BE HARMFUL TO COMPUTER OR COMMUNICATION EQUIPMENT OR DATA THAT MAY HAVE BEEN TRANSMITTED TO OR THROUGH THE WEBSITE, OR (VI) ANY ERRORS OR OMISSIONS IN ANY MATERIAL ON THE WEBSITE OR ANY OTHER LOSS OR DAMAGE OF ANY KIND ARISING FROM OR RELATING TO YOUR USE OF THE WEBSITE. THESE LIMITATIONS SHALL APPLY EVEN IF UPVERTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENSION PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
INDEMNIFICATION. YOU SHALL INDEMNIFY AND HOLD UPVERTER AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, AND EMPLOYEES, TOGETHER WITH UPVERTER'S CONTRIBUTING COMPONENT MANUFACTURERS, HARMLESS FROM ALL CLAIMS, THREATS, ACTIONS, PROCEEDINGS, DEMANDS, DAMAGES, LOSSES, OBLIGATIONS, COSTS, AND EXPENSES INCLUDING REASONABLE ATTORNEYS' FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF ANY MATERIALS (INCLUDING DESIGNS) SUBMITTED, POSTED, TRANSMITTED OR MADE AVAILABLE BY YOU THROUGH THE WEBSITE, YOUR USE OF THE WEBSITE, ANY VIOLATION BY YOU OF THESE TERMS OF USE, OR ANY VIOLATION BY YOU OF ANY RIGHTS OF ANOTHER (INCLUDING, WITHOUT LIMITATION ALL INTELLECTUAL PROPERTY RIGHTS).
Feedback. If You provide Upverter with any suggestions, comments or other feedback ("Feedback") relating to the Website or services offered through the Website, Upverter may use such Feedback in the Website or in any other products or services. Accordingly, You agree that: (a) Upverter is not subject to any confidentiality obligations in respect to the Feedback, (b) the Feedback is not confidential or proprietary information of You or any third party and You have all of the necessary rights to disclose the Feedback to Upverter, (c) Upverter (including all of its successors and assigns) may freely use, reproduce, publicize, license, distribute, and otherwise commercialize the Feedback, and (d) You are not entitled to receive any compensation or re-imbursement of any kind from Upverter or any of the users of the Website.
Advertising. The Website may be provided with advertisements. If You elect to have any business dealings with anyone whose products or services may be advertised on the Website, You acknowledge and agree that such dealings are solely between You and such advertiser and You further acknowledge and agree that Upverter shall not have any responsibility or liability for any losses or damages that You may incur as a result of any such dealings. It is your responsibility to ascertain whether any information or materials downloaded from this Website are free of viruses, worms, Trojan Horses, or other items of a potentially destructive nature.
Termination. Upverter may, under certain circumstances and without prior notice, immediately terminate Your ability to access the Website or portions thereof. Cause for such termination shall include, but not be limited to, (a) breaches or violations of these Terms of Use or any other agreement that You may have with Upverter (including, without limitation, non-payment of any fees owed in connection with the Website or otherwise owed by You to Upverter), (b) requests by law enforcement or other government agencies, (c) a request by You, (d) discontinuance or material modification to the Website (or any part thereof), (e) unexpected technical, security or legal issues or problems, and/or (f) participation by You, directly or indirectly, in fraudulent or illegal activities. Termination of Your access to the Website may also include removal of some or all of the materials uploaded by You to the Website. You acknowledge and agree that all terminations may be made by Upverter in its sole discretion and that Upverter shall not be liable to You or any third-party for any termination of Your access to this Website or for the removal of any of the materials uploaded by You to the Website. Any termination of these terms of use by Upverter shall be in addition to any and all other rights and remedies that Upverter may have.
Changes. Upverter may alter, suspend or discontinue this Website at any time and for any reason or no reason but will endeavor to provide notification of this on the homepage of the Website. The Website may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons. Upverter may periodically add or update the information and materials on this Website without notice.
Security. Information sent or received over the Internet is generally unsecure and Upverter cannot and does not make any representation or warranty concerning security of any communication to or from the Web site or any representation or warranty regarding the interception by third parties of personal or other information.
Enforcement. If any part of these Terms of Use is unlawful, void, or unenforceable, that part shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions. The failure of Upverter to exercise or enforce any right or provision under these terms of use shall not constitute a waiver of such right or provision. Any waiver of any right or provision by Upverter must be in writing and shall only apply to the specific instance identified in such writing. No waiver by Upverter of any provision of these terms of use shall be deemed to be a further or continuing waiver of such provision or any other provision. You agree that any cause of action that You may have arising out of or related to this Website or Your use of this Website must commence within one (1) year after the cause of action accrues, otherwise such cause of action shall be permanently barred.
Assignment. You may not assign any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise without Upverter’s prior written consent. Upverter may assign any rights or licenses granted hereunder, at any time without notice.
Survival. In addition to Sections 5, 6 and 7, all representations, warranties and conditions made by You in these Terms of Use shall survive the termination of these Terms of Use. Unless otherwise explicitly identified as terminating elsewhere in these terms of use, all licenses granted by You in these terms of use shall survive their termination. All payment obligations incurred by You prior to the termination of these Terms of Use shall survive their termination.
Entire Agreement. These Terms of Use, together with the Privacy Policy constitutes the entire agreement between the parties relating to the Website and all related activities.

LAST UPDATE: November 6, 2012