Effective: August 12, 2016
These Terms exist so that you’ll know the rules that govern our relationship with you. These Terms form a legally binding contract between you and GenMe, so please read them carefully.
By accessing or using UPix, you agree to the Terms. Of course, if you don’t agree with the Terms, then don’t access or use UPix.
DISPUTES BETWEEN YOU AND GENME WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION, EXCEPT IF YOU OPT-OUT AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW.
- You must be at least 13 years old to use UPix.
- You may not post violent, nude, partially nude, discriminatory, unlawful, infringing, hateful, pornographic or sexually suggestive photos or other content via UPix.
- You are responsible for any activity that occurs through your account and you agree you will not sell, transfer, license or assign your account, followers, username, or any account rights. With the exception of people or businesses that are expressly authorized to create accounts on behalf of their employers or clients, GenMe prohibits the creation of and you agree that you will not create an account for anyone other than yourself. You also represent that all information you provide or provided to GenMe upon registration and at all other times will be true, accurate, current and complete and you agree to update your information as necessary to maintain its truth and accuracy.
- You agree that you will not solicit, collect or use the login credentials of other UPix users.
- You are responsible for keeping your password secret and secure.
- You must not defame, stalk, bully, abuse, harass, threaten, impersonate or intimidate people or entities and you must not post private or confidential information via UPix, including, without limitation, your or any other person’s credit card information, social security or alternate national identity numbers, non-public phone numbers or non-public email addresses.
- You may not use UPix for any illegal or unauthorized purpose. You agree to comply with all laws, rules and regulations, including federal, state, local and provincial, applicable to your use of UPix and your Content (defined below), including but not limited to, copyright laws.
- You are solely responsible for your conduct and any data, text, files, information, usernames, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links and other content or materials (collectively, “Content”) that you submit, post or display on or via UPix.
- You must not change, modify, adapt or alter UPix or change, modify or alter another website so as to falsely imply that it is associated with UPix or GenMe.
- You must not access UPix’s private API by means other than those permitted by GenMe.
- You must not create or submit unwanted email, comments or other forms of commercial or harassing communications (commonly known as “spam”) to any UPix users.
- You must not interfere or disrupt UPix or servers or networks connected to UPix, including by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature. You may not inject content or code or otherwise alter or interfere with the way any UPix page is rendered or displayed in a user’s browser or device.
- You must not create accounts with UPix through unauthorized means, including but not limited to, by using an automated device, script, bot, spider, crawler or scraper.
- You must not attempt to restrict another user from using or enjoying UPix and you must not encourage or facilitate violations of these Terms.
- Violation of these Terms may, in GenMe’s sole discretion, result in termination of your UPix account. You understand and agree that GenMe cannot and will not be responsible for the Content posted on UPix and you use UPix at your own risk. If you violate the letter or spirit of these Terms, or otherwise create risk or possible legal exposure for GenMe, we can stop providing all or part of UPix to you.
- We reserve the right to modify or terminate UPix or your access to UPix for any reason, without notice, at any time, and without liability to you. If we terminate your access to UPix, your photos, comments, friend connections, and all other data will no longer be accessible through your account, but those materials and data may persist and appear within UPix (e.g., if your Content has been shared by others.)
- Upon termination, all licenses and other rights granted to you in these Terms will immediately cease.
- We reserve the right, in our sole discretion, to change these Terms (“Updated Terms”) from time to time. You agree that we may notify you of the Updated Terms by posting them on UPix, and that your use of UPix after the effective date of the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms. Therefore, you should review these Terms and any Updated Terms before using UPix. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of UPix from that point forward. These Terms will govern any disputes arising before the effective date of the Updated Terms.
- We reserve the right to refuse access to UPix to anyone for any reason at any time.
- We reserve the right to force forfeiture of any username for any reason.
- We may, but have no obligation to, remove, edit, block, and/or monitor Content or accounts containing Content that we determine in our sole discretion violates these Terms.
- You are solely responsible for your interaction with other users of UPix, whether online or offline. You agree that GenMe is not responsible or liable for the conduct of any user. GenMe reserves the right, but has no obligation, to monitor or become involved in disputes between you and other users. Use common sense and your best judgment when interacting with others, including when you submit or post Content or any personal or other information.
- There may be links from UPix, or from communications you receive from UPix, to third-party websites or features. There may also be links to third-party websites or features in images or comments within UPix. UPix also includes third-party content that we do not control, maintain or endorse. Functionality on UPix may also permit interactions between UPix and a third-party website or feature, including applications that connect UPix or your profile on UPix with a third-party website or feature. GenMe does not control any of these third-party web services or any of their content. You expressly acknowledge and agree that GenMe is in no way responsible or liable for any such third-party services or features. YOUR CORRESPONDENCE AND BUSINESS DEALINGS WITH THIRD PARTIES FOUND THROUGH UPIX ARE SOLELY BETWEEN YOU AND THE THIRD PARTY. You may choose, at your sole and absolute discretion and risk, to use applications that connect UPix or your profile on UPix with a third-party service (each, an “Application”) and such Application may interact with, connect to or gather and/or pull information from and to your Service profile. By using such Applications, you acknowledge and agree to the following: (i) if you use an Application to share information, you are consenting to information about your profile on UPix being shared; (ii) your use of an Application may cause personally identifying information to be publicly disclosed and/or associated with you, even if GenMe has not itself provided such information; and (iii) your use of an Application is at your own option and risk, and you will hold the GenMe Parties (defined below) harmless for activity related to the Application.
- You agree that you are responsible for all data charges you incur through use of UPix.
- We prohibit crawling, scraping, caching or otherwise accessing any content on UPix via automated means, including but not limited to, user profiles and photos (except as may be the result of standard search engine protocols or technologies used by a search engine with GenMe’s express consent).
- Some of UPix is supported by advertising revenue and may display advertisements and promotions, and you hereby agree that GenMe may place such advertising and promotions on UPix or on, about, or in conjunction with your Content. The manner, mode and extent of such advertising and promotions are subject to change without specific notice to you.
- You acknowledge that we may not always identify paid services, sponsored content, or commercial communications as such.
- You represent and warrant that: (i) you own the Content posted by you on or through UPix or otherwise have the right to grant the rights and licenses set forth in these Terms; (ii) the posting and use of your Content on or through UPix does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights; (iii) you agree to pay for all royalties, fees, and any other monies owed by reason of Content you post on or through UPix; and (iv) you have the legal right and capacity to enter into these Terms in your jurisdiction.
- UPix contains content owned or licensed by GenMe (“GenMe Content”). GenMe Content is protected by copyright, trademark, patent, trade secret and other laws, and, as between you and GenMe, GenMe owns and retains all rights in the GenMe Content and UPix. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the GenMe Content and you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the GenMe Content.
- The UPix name and logo are trademarks of GenMe, and may not be copied, imitated or used, in whole or in part, without the prior written permission of GenMe, except in accordance with our brand guidelines, available here: http://genme.com/press . In addition, all page headers, custom graphics, button icons and scripts are service marks, trademarks and/or trade dress of GenMe, and may not be copied, imitated or used, in whole or in part, without prior written permission from GenMe.
- Although it is GenMe’s intention for UPix to be available as much as possible, there will be occasions when UPix may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment. Also, GenMe reserves the right to remove any Content from UPix for any reason, without prior notice. Content removed from UPix may continue to be stored by GenMe, including, without limitation, in order to comply with certain legal obligations, but may not be retrievable without a valid court order. Consequently, GenMe encourages you to maintain your own backup of your Content. GenMe will not be liable to you for any modification, suspension, or discontinuation of UPix, or the loss of any Content. You also acknowledge that the Internet may be subject to breaches of security and that the submission of Content or other information may not be secure.
- You agree that GenMe is not responsible for, and does not endorse, Content posted within UPix. GenMe does not have any obligation to prescreen, monitor, edit, or remove any Content. If your Content violates these Terms, you may bear legal responsibility for that Content.
- It is GenMe’s policy not to accept or consider content, information, ideas, suggestions or other materials other than those we have specifically requested and to which certain specific terms, conditions and requirements may apply. This is to avoid any misunderstandings if your ideas are similar to those we have developed or are developing independently. Accordingly, GenMe does not accept unsolicited materials or ideas, and takes no responsibility for any materials or ideas so transmitted.
Disclaimer of Warranties
UPIX, INCLUDING, WITHOUT LIMITATION, GENME CONTENT, IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER GENME NOR ITS PARENT COMPANY NOR ANY OF THEIR EMPLOYEES, MANAGERS, OFFICERS OR AGENTS (COLLECTIVELY, THE “GENME PARTIES”) MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) UPIX; (B) THE GENME CONTENT; (C) USER CONTENT; OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO GENME OR VIA UPIX. IN ADDITION, THE GENME PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.
THE GENME PARTIES DO NOT REPRESENT OR WARRANT THAT UPIX WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT UPIX OR THE SERVER THAT MAKES UPIX AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. THE GENME PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON UPIX IS ACCURATE, COMPLETE, OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF UPIX IS AT YOUR SOLE RISK. THE GENME PARTIES DO NOT WARRANT THAT YOUR USE OF UPIX IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE GENME PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO YOU AND THESE TERMS.
BY ACCESSING OR USING UPIX YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE UPIX.
THE GENME PARTIES DO NOT ENDORSE CONTENT AND SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY CONTENT.
Limitation of Liability; Waiver
UNDER NO CIRCUMSTANCES WILL THE GENME PARTIES BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) UPIX; (B) THE GENME CONTENT; (C) USER CONTENT; (D) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF UPIX; (E) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE GENME PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY’S USE OF UPIX; (F) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (G) ANY ERRORS OR OMISSIONS IN UPIX’S OPERATION; OR (H) ANY DAMAGE TO ANY USER’S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE GENME PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF UPIX). IN NO EVENT WILL THE GENME PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL THE GENME PARTIES TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100.00).
YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF GENME’S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEBSITE, SERVICE, PROPERTY, PRODUCT OR OTHER CONTENT OWNED OR CONTROLLED BY THE GENME PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEBSITE, PROPERTY, PRODUCT, SERVICE, OR OTHER CONTENT OWNED OR CONTROLLED BY THE GENME PARTIES.
BY ACCESSING UPIX, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
GENME IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.
You (and also any third party for whom you operate an account or activity on UPix) agree to defend (at GenMe’s request), indemnify and hold the GenMe Parties harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney’s fees and costs, arising out of or in any way connected with any of the following (including as a result of your direct activities on UPix or those conducted on your behalf): (i) your Content or your access to or use of UPix; (ii) your breach or alleged breach of these Terms; (iii) your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or (v) any misrepresentation made by you. You will cooperate as fully required by GenMe in the defense of any claim. GenMe reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of GenMe.
Except if you opt-out or for disputes relating to: (1) your or GenMe’s intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights and patents); (2) violations of the API Terms; or (3) violations of provisions 12 or 13 of the Basic Terms, above (“Excluded Disputes”), you agree that all disputes between you and GenMe (whether or not such dispute involves a third party) with regard to your relationship with GenMe, including without limitation disputes related to these Terms, your use of UPix, and/or rights of privacy and/or publicity, will be resolved by binding, individual arbitration under the American Arbitration Association’s rules for arbitration of consumer-related disputes and you and GenMe hereby expressly waive trial by jury. As an alternative, you may bring your claim in your local “small claims” court, if permitted by that small claims court’s rules. You may bring claims only on your own behalf. Neither you nor GenMe will participate in a class action or class-wide arbitration for any claims covered by this agreement. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if GenMe is a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either GenMe or you can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms.
You may opt out of this agreement to arbitrate. If you do so, neither you nor GenMe can require the other to participate in an arbitration proceeding. To opt out, you must notify GenMe in writing within 30 days of the date that you first became subject to this arbitration provision. You must use this address to opt out:
GenMe, Inc., ATTN: Arbitration Opt-out, 4676 Admiralty Way, Suite 602, Marina del Rey, CA 90292
You must include your name and residence address, the email address you use for your UPix account, and a clear statement that you want to opt out of this arbitration agreement.
If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration section will be null and void. This arbitration agreement will survive the termination of your relationship with GenMe.
Time Limitation on Claims
You agree that any claim you may have arising out of or related to your relationship with GenMe must be filed within one year after such claim arose; otherwise, your claim is permanently barred.
Governing Law & Venue
These Terms are governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law AND WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE. For any action at law or in equity relating to the arbitration provision of these Terms, the Excluded Disputes or if you opt out of the agreement to arbitrate, you agree to resolve any dispute you have with GenMe exclusively in a state or federal court located in Los Angeles, California, and to submit to the personal jurisdiction of the courts located in Los Angeles County for the purpose of litigating all such disputes.
If any provision of these Terms is held to be unlawful, void, or for any reason unenforceable during arbitration or by a court of competent jurisdiction, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. GenMe’s failure to insist upon or enforce strict performance of any provision of these Terms will not be construed as a waiver of any provision or right. No waiver of any of these Terms will be deemed a further or continuing waiver of such term or condition or any other term or condition. GenMe reserves the right to change this dispute resolution provision, but any such changes will not apply to disputes arising before the effective date of the amendment. This dispute resolution provision will survive the termination of any or all of your transactions with GenMe.
If you are using UPix on behalf of a legal entity, you represent that you are authorized to enter into an agreement on behalf of that legal entity. These Terms constitute the entire agreement between you and GenMe and governs your use of UPix, superseding any prior agreements between you and GenMe. You will not assign the Terms or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of GenMe. Any purported assignment or delegation by you without the appropriate prior written consent of GenMe will be null and void. GenMe may assign these Terms or any rights hereunder without your consent. If any provision of these Terms is found by a court of competent jurisdiction to be invalid or otherwise unenforceable, the parties nevertheless agree that such portion will be deemed severable from these Terms and will not affect the validity and enforceability of the remaining provisions, and the remaining provisions of the Terms remain in full force and effect. Neither the course of conduct between the parties nor trade practice will act to modify the Terms. These Terms do not confer any third-party beneficiary rights.
The information provided within UPix 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 GenMe to any registration requirement within such jurisdiction or country. We reserve the right to limit the availability of UPix or any portion of UPix, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service or other feature that GenMe provides.