You do not have to be a member of the Site to enjoy some of the features of the Site. In particular, the Site users who are not members may view some of the content on the Site as long as they comply with our standards of conduct. However, members receive additional benefits (and different levels of members may receive different benefits), subject to our standards of conduct from time-to-time. We may change the benefits, features and levels of membership from time-to-time by sending you an email or by posting the changes on the Site. Our provision of the above benefits to you and all other services we provide on the Site are collectively the "Services". The Services may be provided using servers and other equipment located in any country including Canada, the United States and elsewhere.

By registering as a member you represent and warrant to us that:

(a) you are an individual who can form a legally binding contract at law; and

(b) you are at least 13 years old, and of the age of majority in the jurisdiction from which you access the Site.

(a) You must select a unique user name for your account. You must not use a user name that is, in our sole discretion, vulgar, offensive, defamatory, obscene, hateful or otherwise unlawful or objectionable. We may modify user names as we see fit.

(b) You must keep your account secure and confidential.

(c) You are solely responsible and liable for all activity conducted through your account. If you become aware of or reasonably suspect any security breach, including any loss, theft or unauthorized disclosure or use of your password, you must immediately report the actual or suspected security breach to us by contacting us.

(d) All information you provide to us must be true, complete and current, and you must update this information as necessary to keep it true, complete and current.

You may only access the Services through the interface provided on the Site. Also, you may only use the Services for your own purposes, and you must not resell, transfer or otherwise provide any of the Services to any third party.

Many portions of the Site are free to use. However, if you wish to use any of the premium services or wish to purchase any products available on the Site, you agree to pay UpOnly the prices posted on the Site for those products and services, plus all applicable taxes, and you will make those payments on the dates set out on the Site. Payments must be made in advance. UpOnly may change the fees from time-to-time.

Whenever you access, use or otherwise deal with the Services, you must comply with all:

(a) applicable laws;

(b) acceptable-use policies and other policies implemented by UpOnly with respect to the Site or the Services from time-to-time, as posted on UpOnly's website; and

(c) other rules and policies or procedures that UpOnly communicates to you from time-to-time.

Without limiting anything in this Agreement, you must comply with all applicable privacy laws and must not collect, use, retain or disclose any third party's personal information without their consent unless otherwise permitted by law to do so.

For information about how we collect, use, share and otherwise process information about you, please see our Privacy Policy.

As between you and UpOnly, UpOnly or third parties solely own the following (the "UpOnly Property"):

(a) all content on the Site or provided through the Services, including all text, photos, videos, templates, and other content provided by UpOnly (collectively, the "UpOnly Content") and all intellectual property rights in the UpOnly Content; and

(b) all tools, hardware and software used to provide the Services (collectively, the "UpOnly Tools");

(c) the graphical design of the Site, the Site user interface and the look and feel of the Site and the Site user interface; and

(d) the names, logos and trade-marks of UpOnly and on the Site (including third parties' marks) and UpOnly.

You must not copy, modify, distribute, use, exploit or make derivative works from any of the UpOnly Property except as explicitly permitted by UpOnly.

UpOnly does not endorse any of the content on the Site. UpOnly will not be responsible or liable for content that is generated by the Site users.

You must not:

(a) reverse engineer, de-compile, hack, disable, disrupt, interfere with, disassemble, copy, decrypt, reassemble, supplement, translate, adapt or enhance any of the UpOnly Property or the Services;

(b) create a link, name or label, or otherwise upload to or transmit from the Site or the Services any content, link or anything else that (if reproduced, published, transmitted or used) may:

(c) upload to or transmit from the Site or the Services any data, file, software or link that contains or redirects to a virus, Trojan horse, worm or other harmful component;

(d) use the Site or the Services to do or attempt to do any of the following without UpOnly's prior written permission:

(e) improperly make complaints or false reports on the Site;

(f) artificially inflate or alter ratings, views or statistics on the Site;

(g) falsify any data or information available on the Site;

(h) delete or modify any copyright or other intellectual property notices on the Site;

(i) sell or transfer your Site account, or allow any third party to access or use it;

(j) avoid, circumvent, or disable any access control technology, security device, procedure, protocol, or technological protection mechanism that may be included or established in or as part of any of the Site or the Services or any hardware/software used to provide the Site or the Services, or third party hardware/software or services;

(k) interfere with the Services or any third party's use of the Site or the Services;

(l) resell any of UpOnly's services or allow any third party to use or access the Site or the Services without UpOnly's prior written consent

(m) authorize or encourage any third party to do any of the above; or

(n) access or exploit the Site, the Services, and/or access, exploit, collect, aggregate, mine, scrape, or otherwise use any content except as expressly permitted by this Agreement.

In addition to any other available remedies, upon breach of any of your obligations under this Agreement UpOnly may suspend or terminate the Services and your the Site account.

If you use any other service or software provided by or through UpOnly or the Services, you must comply with all terms and conditions that are imposed upon your use of that service or software.

Some of the Services may contain advertisements and promotions which may be targeted to you based on your use of the Site and the Services. The format, type and content of the advertising and promotions may change from time to time. You must exercise caution when purchasing goods or services from any third party advertiser or orange-500 that may be promoted on or linked to the Site.

You are solely responsible for obtaining all computer equipment and connections required to access and use the Services. UpOnly will not be responsible for the workings or failures of your computer equipment, network, software or Internet access.

Your use of the Site and the Services might be interrupted and will not be free of errors. Some of the content on the Site might be translated, and those translations may not be accurate or appropriate. The Services may be unavailable from time-to-time due to routine maintenance, upgrades, hardware/software malfunctions, repairs, power outages, hackers, denial of service attacks and unforeseeably large service demands.

From time to time, UpOnly may add new features to the Site and the Services, remove existing features from the Site and the Services, or otherwise modify the Site and the Services (including their functionality, "look-and-feel", universal resource locators and software components).

THE SITE, THE UPONLY CONTENT, THE UPONLY TOOLS AND THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". UPONLY DISCLAIMS ALL TERMS, CONDITIONS, GUARANTEES, REPRESENTATIONS AND WARRANTIES (EXPRESS, IMPLIED, STATUTORY AND OTHERWISE), IN RESPECT OF THE SITE, THE UPONLY CONTENT, THE UPONLY TOOLS AND THE SERVICES, INCLUDING THOSE OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.

From time to time in our sole discretion UpOnly may modify the terms of this Agreement by posting the modifications on the Site. You will be bound by the modified terms after the modified terms have been emailed to you or have been posted on the Site for 30 days.

Any dispute or claim by you arising out of or related to this Agreement will be governed by North Carolina law, exclusive of its choice of law rules. For any disputes deemed not subject to binding individual arbitration, as provided in the section immediately below, you and UpOnly agree to submit to the exclusive jurisdiction of the Superior Court of Wake County, North Carolina, or, if federal court jurisdiction exists, the United States District Court for the Eastern District of North Carolina. You and UpOnly agree to waive any jurisdictional, venue, or inconvenient forum objections to such courts (without affecting either party's rights to remove a case to federal court if permissible), as well as any right to a jury trial. The Convention on Contracts for the International Sale of Goods will not apply. Any law or regulation which provides that the language of a contract shall be construed against the drafter will not apply to this Agreement. This paragraph will be interpreted as broadly as applicable law permits.

You are solely responsible for resolving any disputes you may have with other Site users. UpOnly may, but is not obligated to, assist you with this. UpOnly will have no liability whatsoever to you in connection with any such dispute, regardless of whether or not UpOnly assists you with that dispute.

No delay or failure to act by UpOnly regarding any default will impair any of our rights or remedies that are not expressly waived in writing. This Agreement supersedes all prior agreements of the parties regarding the Site and the Services, and constitutes the whole agreement with respect to the Site and the Services. You must not assign or sublicense this Agreement or any of your rights under this Agreement without our prior written consent, which may be withheld without cause. UpOnly may assign or sublicense this Agreement and any or all of our rights and obligations under it in our sole discretion. This Agreement will enure to the benefit of and be binding upon the parties and their lawful successors and permitted assigns. UpOnly will not be liable for any delay or damage caused as a result of any event beyond its reasonable control; any delay caused by any such event will not be deemed to be a breach of or failure to perform this Agreement.