Acceptable Use Policy

Last Updated: February 13, 2025 © Uplynk, Inc.

1. Introduction

This Acceptable Use Policy ("AUP") is an agreement between Uplynk, Inc. ("Uplynk") and the customer ("Customer") entering into this agreement. This AUP governs the use of Free, Trial, or Beta Services provided by Uplynk.

By accepting this agreement, Customer represents that it has the authority to bind the entity on whose behalf it is entering into this agreement.

2. Definitions

2.1 AUP

"AUP" means this Acceptable Use Policy, which sets forth the permitted and prohibited uses of the Services.

2.2 Affiliate

"Affiliate" means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party. "Control" means ownership of fifty percent (50%) or more of the voting equity or equivalent interests of an entity.

2.3 Change of Control

"Change of Control" means a merger, acquisition, or sale of all or substantially all of a party's assets, or any other transaction resulting in a change of Control of a party.

2.4 Confidential Information

"Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2.5 Customer Content

"Customer Content" means any content, data, media, or materials that Customer or its End Users upload, transmit, or otherwise make available through the Services.

2.6 End User

"End User" means any individual who accesses or uses the Services through Customer's account or applications.

2.7 End User Data

"End User Data" means data collected from End Users in connection with their use of the Services, including but not limited to IP addresses, device information, and usage data.

2.8 Intellectual Property Rights

"Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and any other intellectual property or proprietary rights recognized under applicable law.

2.9 Service Order

"Service Order" or "SO" means an ordering document that specifies the Services to be provided, pricing, and other terms specific to a particular engagement.

2.10 Services

"Services" means the streaming, content delivery, and related services provided by Uplynk to Customer as described in the applicable Service Order or Statement of Work.

2.11 SLA

"SLA" means the Service Level Agreement applicable to the Services, which sets forth uptime commitments and remedies for service disruptions.

2.12 Service Supplements

"Service Supplements" means additional terms and conditions that apply to specific Services and are incorporated by reference into the Agreement.

2.13 SOW

"SOW" means a Statement of Work that describes professional services, deliverables, timelines, and associated fees.

2.14 Taxes

"Taxes" means all applicable taxes, levies, duties, and governmental charges (other than taxes based on Uplynk's net income) imposed on the provision or use of the Services.

3. Services

3.1 Provision of Services

Uplynk shall provide the Services to Customer in accordance with the applicable Service Order or Statement of Work.

3.2 Acceptable Use

  • (a) Customer is solely responsible for all Customer Content and for ensuring that its use of the Services complies with this AUP and all applicable laws and regulations.
  • (b) Customer shall cooperate with Uplynk in the configuration and setup of the Services as reasonably requested.
  • (c) Customer is responsible for maintaining adequate bandwidth and implementing appropriate security measures for its use of the Services.
  • (d) Customer is responsible for the development, operation, and maintenance of any application code used in connection with the Services.

3.3 Subcontractors

Uplynk may use subcontractors to perform portions of the Services, provided that Uplynk remains responsible for the performance of such subcontractors.

3.4 Order of Precedence

In the event of a conflict between the documents that comprise this Agreement, the following order of precedence shall apply: (1) the Service Order, (2) the Statement of Work, (3) Service Supplements, and (4) this Agreement.

4. Charges and Payment

4.1 Taxes

All fees are exclusive of Taxes. Customer is responsible for all applicable Taxes arising from the provision of Services. Customer may provide Uplynk with valid tax exemption certificates, in which case Uplynk will not collect the taxes covered by such certificates.

4.2 Payment Terms

Payment is due within thirty (30) days of the invoice date. Late payments shall accrue interest at a rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less. Customer must dispute any invoice in writing within thirty (30) days of receipt; failure to do so constitutes acceptance of the invoiced amount.

5. Intellectual Property

Uplynk retains all right, title, and interest in and to its Intellectual Property Rights, including the Services, platform, technology, and any improvements or derivatives thereof. Customer retains all right, title, and interest in and to the Customer Content. Customer grants Uplynk a limited, non-exclusive license to use the Customer Content solely as necessary to provide the Services.

6. Confidentiality

Each party agrees to protect the other party's Confidential Information using reasonable measures, no less protective than those used to protect its own Confidential Information. Confidential Information may not be disclosed to any third party except to employees and contractors who have a need to know and are bound by obligations of confidentiality at least as restrictive as those set forth herein. A party may disclose Confidential Information if required by law or legal process, provided that the disclosing party gives the other party reasonable prior notice and cooperates in any effort to obtain protective treatment of the information.

7. Representations and Warranties

Each party represents and warrants that: (a) it has the legal authority to enter into this Agreement; (b) it has obtained all necessary consents and approvals to perform its obligations hereunder; and (c) its performance of this Agreement will not conflict with any other agreement to which it is a party.

8. Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." UPLYNK MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

9. Limitation of Liability

NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. Indemnification

10.1 By Customer

Customer shall indemnify, defend, and hold harmless Uplynk and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (a) Customer Content; (b) Customer's violation of this Agreement or applicable law; or (c) Customer's use of the Services in a manner not authorized by this Agreement.

10.2 By Uplynk

Uplynk shall indemnify, defend, and hold harmless Customer from and against any third-party claims alleging that the Services, as provided by Uplynk, infringe a valid patent, copyright, or trademark of such third party.

11. Termination

11.1 Termination for Cause

Either party may terminate this Agreement upon written notice if: (a) the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice; or (b) the other party becomes insolvent, files for bankruptcy, or ceases to conduct business in the ordinary course.

11.2 Effects of Termination

Upon termination: (a) Customer's access to the Services shall immediately cease; (b) Customer shall pay all outstanding fees for Services rendered through the date of termination; and (c) obligations relating to confidentiality, intellectual property, limitation of liability, and indemnification shall survive termination.

12. Publicity

Each party may use the other party's name and logo to identify the other party as a customer or provider, as applicable, in marketing materials and on its website. Neither party shall issue a press release regarding this Agreement without the prior written consent of the other party.

13. Miscellaneous

  • Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
  • No Third-Party Beneficiaries: This Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.
  • Force Majeure: Neither party shall be liable for any failure or delay in performing its obligations where such failure or delay results from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, or infrastructure failures.
  • Assignment: Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of all or substantially all of its assets.
  • Anti-Corruption: Each party represents and warrants that it will comply with all applicable anti-corruption and anti-bribery laws, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act, in connection with the performance of this Agreement.

14. Contact

If you have questions or concerns about this Acceptable Use Policy, please contact us: