Terms of Service
This Terms and Services Agreement (“Terms” or “Agreement”), contains the terms and conditions that apply to your use (“you” or “Client”) of the Share It Up! web site and associated applications (the “Platform).
Share It Up! and all of its subsidiaries and websites including but not limited to shareitup.com and Share It Up! applications on third-party platforms (“Share It Up!,” “we” or “us”) provides this Platform (in these terms we call this Platform and any successor websites, and any software provided by Share It Up! for use with the Platform, including but not limited to any mobile and social applications, the “Platform”) to you subject to these Terms.
Please read and accept these Terms carefully before using the Platform. By accessing, using, having a campaign hosted or by merely browsing the Platform you agree to be legally bound by these Terms and all terms, policies and guidelines incorporated by reference in these Terms. If you do not agree with these Terms in their entirety, you may not use the Platform. In these Terms, our Client and any person to whom Client gives access to their Share It Up! account are called “Subscribers.” Clients offering promotions via the Platform are called “Sponsors” and individuals who participate in promotions via the Platform are called “Entrants.” In these Terms users of the Platform, whether they are Subscribers, Sponsors, Entrants, members of the Share It Up! forum, people who post comments on the Share It Up! blog, or casual browsers of the Platform, are called “Users.” This Platform is not intended to be used by children. Users must be at least thirteen (13) years of age to use this Platform. Subscribers and Sponsors must be at least eighteen (18) years of age to create a Share It Up! account. Share It Up! reserves the right to change or modify any of the terms and conditions contained in these Terms, or any policy or guideline of the Platform, at any time and in its sole discretion. If we do so, we will notify you at the email address you provide in your registration information or by other means identified in these Terms. If you do not agree with the changes, you can cancel your account with us without further obligation, except any amount due if applicable. Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revisions on the Platform, and your continued use of the Platform after such time will constitute your acceptance of such changes or modifications. You should from time to time review the Terms and any policies and documents incorporated in them to understand the terms and conditions that apply to your use of the Platform. If you do not agree to any of the terms or amended Terms, you must stop using the Platform. If you have any questions about the Terms, please email us at email@example.com
2. Registration Data; Account Security
If you register for an account on the Platform, you agree to (a) provide accurate, current and complete information as may be prompted by any registration forms on the Platform (“Registration Data”); (b) maintain the security of your password; (c) maintain and promptly update the Registration Data, and any other information you provide to Share It Up!, and to keep Registration Data accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to Share It Up!. You are responsible for all activity on your Share It Up! account, and for all charges incurred by your Share It Up! account.
3. Fees; Charges; Taxes
Other than during the Private Beta period of the Platform, which shall mean any promotions launched on the Platform by Client up to 11:59PM EST, November 30, 2011, during which period use of the Platform is provided at no charge to Clients, fees and any other charges for the use of the Platform are described on the Platform. Fees may change from time to time. If they do change, your continued use of the Platform after the change indicates your agreement with the new fees and charges after the effective date of the change. Any change to fees and other charges will not be applicable to the billing period in which the change occurs. You are responsible for all taxes applicable to the fees, if any, in any applicable jurisdiction.
Fees paid to Share It Up! for products and services offered on the Platform, unless otherwise specified in writing, are non-refundable. If your use of the Platform is terminated by us because of your breach of these Terms, we will retain fees and charges paid by you for your use of the Platform. If we terminate your use of the Platform for any reason other than your breach of these Terms, we will refund your subscription fee on a pro rata basis.
4. Ownership, Copyright and Trademarks
In these Terms the content on the Platform, including all information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement, is called “Content.” Content provided by Users is called “User Content.” User Content remains the property of the User. Share It Up!’s rights to User Content are limited to the limited licenses granted in Section 5 and Section 12 and Section 17 of these Terms. Other than User Content, the Platform, all Content and all software available on the Platform or used to create and operate the Platform is the property of Share It Up! or its licensors, and is protected by United States and international copyright and intellectual property laws, and all rights to the Platform, the Content and software are expressly reserved. All trademarks, registered trademarks, product names and company names or logos mentioned in the Platform are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Share It Up!. Share It Up! collects certain information and data during the normal operation of the Platform. The information and data collected through the operation of the Platform is the property of Share It Up! unless Share It Up! has agreed to collect information and data on behalf of a Subscriber. Any agreement by Share It Up! to collect information and data on behalf of a Subscriber may be memorialized in a Master Insertion Order Agreement. In the event of conflict or inconsistency between any of the provisions of this Agreement and the Master Insertion Order Services Agreement, the Master Insertion Order Services Agreement shall be given precedence. Your User Content is your responsibility. We have no responsibility or liability for it, or for any loss or damage your User Content may cause to you or other people. Although we have no obligation to do so, we have the absolute discretion to remove any User Content posted or stored on the Platform, and we may do this at any time and for any reason. You are solely responsible for maintaining copies of and replacing any User Content you post or store on the Platform.
5. Limited License of Your User Content to Share It Up!
We do not claim any ownership interest in your User Content, but we do need the right to use your User Content to the extent necessary to operate the Platform, and provide the services provided by the Platform, now and in the future. For example, if a Subscriber requests that we collect certain information or data on its behalf, we require your permission and license to use the information or data in the operation of the Platform. Also, if you post an image utilizing the promotion builder application, we need your license to display that User Content on the Platform. Therefore, by posting or distributing User Content, or permitting the collection of information or data by Share It Up!, you (a) grant Share It Up! and its affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate, and create derivative works from such User Content on the Platform, in the manner in and for the purposes for which the Platform uses such User Content; (b) represent and warrant that (i) you own and control all of the rights to the User Content, information and data that you post and permit us to collect, or you otherwise have the lawful right to collect, post and distribute that User Content, information and data to or through the Platform; and (ii) the use and posting or other transmission of such User Content does not violate these Terms and will not violate any rights of or cause injury to any person or entity. If your User Content is intended for the use of other Users or third-parties, you also grant us and our affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to sublicense such User Content to such Users or third-parties for their use in connection with their use of the Platform, as described in this Section. These licenses from you are non-exclusive because you have the right to use your User Content elsewhere. They are royalty-free because we are not required to pay you for the use of your User Content on the Platform. And they are transferable because we need the right to transfer these licenses to any successor operator of the Platform. Our rights to “modify, adapt, translate, and create derivative works from” are necessary because the normal operation of the Platform does this to your User Content when it processes it for use in the Platform.
6. Our Limited License of Content to You
Share It Up! grants you a limited, revocable, non-exclusive, license to access the Platform and to view, copy and print the portions of the Content available to you on the Platform. Such license is subject to these Terms, and specifically conditioned upon the following: (i) you may only view, copy and print such portions of the Content for your own use; (ii) you may not modify or otherwise make derivative works of the Platform or the Content, or reproduce, distribute or display the Platform or any Content (except for page caching) except as expressly permitted in these Terms; (iii) you may not remove or modify any copyright, trademark, or other proprietary notices that have been placed in the Content; (iv) you may not use any data mining, robots or similar data gathering or extraction methods; and (v) you may not use the Platform or the Content other than for its intended purpose. Except as expressly permitted above, any use of any portion of the Content without the prior written permission of its owner is strictly prohibited and will terminate the license granted in this Section, this Agreement and your account with us. Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. The license in this Section is revocable by Share It Up! at any time. You represent and warrant that your use of the Platform and the Content will be consistent with this license and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties, or violate any applicable law. To request permission for uses of Content not included in this license, you may contact Share It Up! at the address identified at the bottom of these Terms.
7. Infringement Claims; Repeat Infringers
Share It Up! will process and investigate proper notices of alleged copyright or other intellectual property infringement related to material on its websites or servers and will respond appropriately, following the guidelines of the Online Copyright Infringement Liability Limitation Act and other applicable intellectual property laws. Where appropriate, and regardless of the merits of the alleged infringement, our response may include removing or disabling access to material claimed to be the subject of infringing activity. If we remove or disable access in response to such a notice, we may notify the owner or administrator of the affected site or content so that he or she can make a counter notification. Share It Up! will, following appropriate investigation, terminate or disable access by repeat infringers. Claims of alleged copyright or other intellectual property infringement must be in writing and directed to Share It Up! at the address identified at the bottom of these Terms. Misrepresentations made in your notice regarding whether material or activity is infringing may expose you to liability for damages (including costs and attorneys' fees). Accordingly, if you are not sure whether material available online infringes your copyright, we suggest that you first contact an attorney.
8. Use of Interactive Areas and the Platform
The Platform may contain interactive areas including interactive advertising and promotion areas, discussion forums, bulletin boards, review services or other forums in which you or third-parties may post content, messages, reviews or other materials on the Platform (“Interactive Areas”). You are solely responsible for your use of such Interactive Areas and use them at your own risk. User Content submitted to any public area of the Platform will be considered non-confidential. By using any Interactive Areas, you expressly agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Platform any of the following: 1. Any message, data, information, text, music, sound, photos, graphics, code or other material that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable; 2. Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law; 3. Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party; 4. Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity; 5. Unsolicited promotions, political campaigning, advertising or solicitations; 6. Private information of any third-party, including, without limitation, addresses, phone numbers, email addresses and credit card numbers, unless that third-party has expressly consented to such use; 7. Viruses, corrupted data or other harmful, disruptive or destructive files; 8. Promotion entries or Content that we know or suspect are fraudulent or otherwise violate these Terms, or violate the rules and policies supplied by the promotion Sponsor; 9. Content that is unrelated to the topic of the Interactive Area(s) in which such Content is posted; or 10. Content that, in the sole judgment of Share It Up!, is objectionable or which restricts or inhibits any other person from using or enjoying the Interactive Areas or the Platform, or which may expose Share It Up! or its affiliates or its users to any harm or liability of any type. Share It Up! has a “zero-tolerance” policy towards SPAM: you may not use the Interactive Areas or the Platform generally to send commercial or other messages to any third-party if those messages are not solicited, authorized or welcomed by the third-party, and in your use of the Platform you must comply with all applicable laws, including laws that apply in any jurisdiction to SPAM and marketing practices, and with any applicable marketing association guidelines on ethical marketing practices. Any use of the Interactive Areas or other portions of the Platform in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use the Interactive Areas and/or the Platform.
9. Providing a Reliable and Secure Service
We take security seriously. We strive to maintain a reliable and secure environment for your data. However, no system is perfectly secure or reliable, the Internet is an inherently insecure medium, and the reliability of hosting services, Internet intermediaries, your Internet service provider, and other service providers cannot be assured. When you use the Platform, you accept these risks, and the responsibility for choosing to use a technology that does not provide perfect security or reliability. In particular, Subscribers who choose to provide credit card information on this Platform accept these risks to the security of that credit card information. Ultimately, credit card data is provided by Subscribers and Subscribers are responsible for its protection.
10. Links to Other Sites
The Platform contains links to third-party Web sites (“Third-Party Sites”) and third-party content (“Third-Party Content”) as a service to those interested in this information. Third-Party Sites include social network platforms, Subscriber and Sponsor sites, payment processors and other payment intermediaries that you may use in connection with your use of the Platform. You use links to Third-Party Sites, and any Third-Party Content or service provided there at your own risk. Share It Up! does not monitor or have any control over, and makes no claim or representation regarding, Third-Party Content or Third-Party Sites. Share It Up! provides these links only as a convenience, and a link to a Third-Party Platform or Third-Party Content does not imply Share It Up!'s endorsement, adoption or sponsorship of, or affiliation with, such Third-Party Platform or Third-Party Content. Share It Up! accepts no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of, Third-Party Content, Third-Party Sites, or Web sites linking to the Platform. When you leave the Platform, our terms and policies are no longer applicable. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Platform, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third-party.
11. Promotions and Media
12. Media Distribution
Client hereby authorizes the Company use of the Client’s name, likeness, logo and information related to the use of Share It Up! in various case studies, press releases, advertisements and other marketing tools; such authorization shall not be limited by the term. Upon request, Company shall provide Client with the right for inspection and approval of such materials before publication provided that Client responds within 24 hours of sharing of materials.
13. Warranty Disclaimer
THE SITE, THE CONTENT AND THE SERVICES PROVIDED BY THE SITE ARE PROVIDED TO YOU ON AN “AS IS” BASIS WITHOUT WARRANTIES FROM SHARE IT UP! OF ANY KIND, EITHER EXPRESS OR IMPLIED. SHARE IT UP! EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. SHARE IT UP! DOES NOT REPRESENT OR WARRANT THAT CONTENT IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION AS TO THE ACCURACY OR PROPRIETARY CHARACTER OF THE SITE, THE CONTENT OR ANY PORTION THEREOF. While Share It Up! attempts to make your access to and use of the Platform safe, Share It Up! does not represent or warrant that the Platform or any Content are free of viruses or other harmful components.
14. Limitation of Liability; Indemnity
YOU WAIVE AND SHALL NOT ASSERT ANY CLAIMS OR ALLEGATIONS OF ANY NATURE WHATSOEVER AGAINST SHARE IT UP!, ITS AFFILIATES OR SUBSIDIARIES, THEIR SPONSORS, CONTRACTORS, ADVERTISERS, VENDORS OR OTHER PARTNERS, ANY OF THEIR SUCCESSORS OR ASSIGNS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES (COLLECTIVELY, THE “RELEASED PARTIES”) ARISING OUT OF OR IN ANY WAY RELATING TO YOUR USE OF THE SITE OR THE CONTENT, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS OR ALLEGATIONS RELATING TO THE ALLEGED INFRINGEMENT OF PROPRIETARY RIGHTS, ALLEGED INACCURACY OF CONTENT, OR ALLEGATIONS THAT ANY RELEASED PARTY HAS OR SHOULD INDEMNIFY, DEFEND OR HOLD HARMLESS YOU OR ANY THIRD-PARTY FROM ANY CLAIM OR ALLEGATION ARISING FROM YOUR USE OR OTHER EXPLOITATION OF THE SITE. YOU USE THE SITE AT YOUR OWN RISK. Without limitation of the foregoing, neither Share It Up! nor any other Released Party shall be liable for any direct, special, indirect or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of the Platform or the Content, including without limitation any damages caused by or resulting from your reliance on the Platform or other information obtained from Share It Up! or any other Released Party or accessible via the Platform, or that result from mistakes, errors, omissions, interruptions, deletion of files or email, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to Share It Up! or any other Released Party's records, programs or Services. In no event shall the aggregate liability of Share It Up!, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of the Platform exceed any compensation paid by you for access to or use of the Platform during the three months prior to the date of any claim. Nothing in these Terms shall limit our liability in any claim for fraud or fraudulent misrepresentation. You irrevocably waive all rights to seek injunctive or other equitable relief, or to enjoin or restrain the operation of the Platform, exploitation of any advertising or other materials distributed in connection therewith, or exploitation of the Platform or any content or other material used or displayed through the Platform and agree to limit your claims to claims for monetary damages within the limits identified in this Agreement. You shall defend, indemnify and hold harmless Share It Up! and the other Released Parties from any loss, damages, liabilities, costs, expenses, claims and proceedings arising out of your use of the Platform, and if you are a Subscriber or Sponsor, from your Agent(s)’ use of the Platform and from the use of the Platform by any person to whom you give access to your account (such as staff), including any User Content that infringes the rights of any third-party, including the intellectual property rights, of any third-party.
16. Applicable Law and Venue
PLEASE NOTE: This Agreement requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and also limits the remedies available to you in the event of a dispute. The Platform is controlled by Share It Up! and operated from its offices at the address identified at the bottom of these Terms. You and Share It Up! both benefit from establishing a predictable legal environment in regard to the Platform. Therefore, you and Share It Up! explicitly agree that all disputes, claims or other matters arising from or relating to your use of the Platform will be governed by the laws of the State of New Jersey and the federal laws applicable therein. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. Except where prohibited by applicable law, any claim, dispute or controversy arising out of or relating to these Terms; (b) the Platform or Content; (c) oral or written statements, advertisements or promotions relating to these Terms or to the Platform; or (d) the relationships that result from these Terms or the Platform or Content (collectively, a “Claim”) will be referred to and determined by a sole arbitrator (to the exclusion of the courts). This agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to: (1) claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; (2) claims that arose before this or any prior Agreement (including, but not limited to, claims relating to promotions or advertising); (3) claims that are currently the subject of purported class action litigation in which you are not a member of a certified class; and (4) claims that may arise after the termination of this Agreement. You waive any right you may have to commence or participate in any class action against Share It Up! related to any Claim and, where applicable, you also agree to opt out of any class proceedings against Share It Up!. If you have a Claim, you should give written notice to arbitrate at the address specified at the address identified at the bottom of these Terms. If we have a Claim, we will give you notice to arbitrate at your address provided in your Registration Data. Arbitration will be conducted by one arbitrator pursuant to the rules of the American Arbitration Association in effect on the date of the notice in New Jersey. To the extent arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Claims will be heard and resolved in a court of competent subject matter jurisdiction located in New Jersey. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts. If you choose to access the Platform from locations other than California, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify Share It Up! and the other Released Parties for your failure to comply with any such laws.
17. Termination/Modification of License and Platform Offerings
Notwithstanding any provision of these Terms, Share It Up! reserves the right, without notice and in its sole discretion, without any notice or liability to you, to (a) terminate your license to use the Platform, or any portion thereof; (b) block or prevent your future access to and use of all or any portion of the Platform or Content; (c) change, suspend or discontinue any aspect of the Platform or Content; and (d) impose limits on the Platform or Content.
18. Inactive Accounts; Termination of Agreement
You and Share It Up! may terminate these Terms and your use of the Platform at any time. If you terminate your use of the Platform, and if applicable, you must pay the fees applicable for the balance of the then current billing period (if your billing period is monthly, we will prorate your account to the nearest month-end after termination). When your Share It Up! account is terminated, your User Content will, shortly thereafter, not appear on the Platform, except for User Content submitted to our blog, which may remain on the Platform after termination. You acknowledge and agree that Share It Up! has no obligation to migrate or provide assistance in migration of data from the Platform. Notwithstanding the foregoing, Share It Up! support may help Users with the transfer of any stored data upon request. After thirty (30) days from the date of termination, Share It Up! takes no responsibility for stored data and reserves the right to delete all remaining data. If these Terms expire or terminate for any reason, Sections 4, 9, 12, 13, 14, 16, 18 and 19, and any representation or warranty you make in these Terms, shall survive indefinitely.
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. Share It Up! may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of Share It Up!, and any such attempted assignment will be void and unenforceable. These Terms constitute the entire agreement between you and Share It Up! regarding your use of the Platform, and supersede all prior or contemporaneous communications whether electronic, oral or written between you and Share It Up! regarding your use of the Platform. The section titles in these Terms are for convenience only and have no legal or contractual effect. If a court of competent jurisdiction determines that any provision of these Terms is invalid, unlawful, void or unenforceable, that provision shall be modified or severed to the maximum extent permitted by law; however, any and all other provisions shall remain valid and be given full force and effect in a valid and enforceable manner to accomplish the purposes of these Terms.
20. Questions and Comments
If you have any questions regarding these Terms or your use of the Platform, please contact us here: Share It Up!, 157 Broad Street, Suite 109, Red Bank, NJ 07701.