By clicking on the "ACCEPT" button or accessing and using the Upoc.com web site, you agree that you have read, understand and accept the terms and conditions below for all use of the Upoc services, including the Upoc.com web site, the Upoc WAP/Wireless Web site and the Upoc Voice Message system (collectively, the "Services"). If you do not agree to these terms and conditions, do not use any of the Upoc Services. By registering, you agree to receive messages from the client and will be charged according to your carrier rate plan. Clicking "accept" serves as your electronic signature indicating you agree to receive these messages. You may stop messages at any time by replying .QUIT.

If any provision of these terms and conditions is held to be invalid or unenforceable, such provision shall be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision and the remaining provisions shall be enforced. Upoc's failure to act with respect to a breach by any user or others does not waive Upoc's right to act with respect to subsequent or similar breaches. The failure of Upoc to exercise or enforce any right or provision of these terms and conditions shall not constitute a waiver of such right or provision. The section headings and subheadings contained in this agreement are included for convenience only, and shall not limit or otherwise affect the terms of this agreement. This agreement shall be interpreted in accordance with the laws of the State of New York without regard to conflict of laws' principles. All claims arising from this agreement must be filed in the state or federal courts located in New York, New York. This agreement constitutes the entire agreement between Upoc and user with respect to the subject matter hereof.

Upoc May Change or Suspend Services
Upoc may, at its sole discretion, terminate or suspend the access to the Services or any portion thereof (such as a channel) of any user for any reason. Upoc may also terminate or suspend any group or channel for any reason. Upoc may impose a charge for certain services at its sole discretion in the future. Should Upoc decide to charge for a feature or function that is presently free of charge from Upoc, the user will be notified in advance and presented with an opportunity to opt-in.

Eligibility
You must be at least 18 years old to be eligible to use the Services. However, if you are at least 13 years old but not yet 18, you may use the Services if -- and only if --- you have your parents' or guardians' prior permission. No one under age 13 may use the Services under any circumstances. By clicking the "ACCEPT" button you are representing that you are at least 18, or that you are at least 13 years old and have your parents' permission to register for the Services.

Passwords/PIN number
Upon registration for the Services, you will choose a handle and a password. Only one handle per account is permitted. From time to time, Upoc may require specific handles for promotions with its partners. Upoc reserves the right to change your handle in the event it matches the name of a marketing effort. Upoc Customer Service will notify you of the handle change and prompt you to choose an alternative. With regards to your password, you understand that you are solely responsible for maintaining its confidentiality, and Upoc recommends that you choose one that is at least 8 characters in length and a mix of numbers and letters. You shall be solely and fully responsible for all activities that occur under your handle and password. Upoc shall not be responsible for any loss, claim or other liability that may arise from the unauthorized use of any password. If a password is lost or stolen, it is the user's responsibility to notify Upoc Customer Service so that the missing password can be deactivated and a new one assigned.

User Restrictions
As the user, you are required to accept total responsibility for your behavior and conduct while using the Services. Common courtesy and mutual respect are necessary when communicating with other members of Upoc. Because Upoc hopes to promote a safe, fun and respectful atmosphere for our users, please read over the following list of what actions you agree to refrain from while using the Services:

1. Using the Services to transmit, route, provide connections to, or store any material that infringes copyrighted works or violates or promotes the violation of the intellectual property rights of any user or other entity, or using as group names or email addresses, terms which may violate the trademark rights of third parties.

2. Copying, creating a derivative work of, reverse engineering, reverse assembling or otherwise attempting to discover any source code of, or modifying the Services in any manner.

3. Sending, posting, exchanging, sharing, promoting, or advertising harmful, obscene, defamatory, misleading, slanderous, harassing, abusive, threatening, offensive or unlawful material or material that violates anyone else's rights, including their right to privacy. Any group containing unlawful material or activity will be disbanded. Group owners are encouraged to boot any members from their groups who post harmful or harassing messages to the group. However, group owners are not responsible for what occurs in the personal messages of its members, only messages posted to the group as a whole.

4. Assuming the identity of any individual other than yourself. You may not impersonate another member, or a Upoc staff member.

5. Distributing or sending unsolicited e-mail, text or voice messages, or "spam," "chain letters" or "pyramid schemes" or any other form of unauthorized solicitation, including promotions and/or advertising of products or services.

6. Uploading or transmitting materials through Upoc.com which: (i) restrict or inhibit any other users from using and enjoying the Services; (ii) contain a virus or other harmful component, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware, telecommunications equipment or system; (iii) are intended to violate system integrity, including the use of any device, software or routine to interfere with the proper working of Upoc.com; (iv) monitor or copy content on Upoc.com by using any robot, spider, crawler or other automatic device or manual process, without our prior written permission; or (v) impose an unreasonable or disproportionately large load on Upoc's infrastructure.

Commission of these or other illegal, fraudulent or deceptive acts may subject you to sanctions, including termination of your access to the Services, and possible civil or criminal liability. Upoc has the right, but not the responsibility, to eliminate or remove any content or terminate any user groups that may violate these restrictions.

We reserve the right to edit, move, review or delete any of your content for any reason, and our Clients may do the same. We may preserve and disclose content or user information if required to do so by law or in the good-faith belief that doing so is necessary to: (i) comply with legal process; (ii) enforce these terms; (iii) respond to claims that any content violates the rights of third parties; (iv) protect the rights, property, or personal safety of Upoc, any users of our Services or the public; or (v) administer the Services.

Submissions
We welcome your comments and suggestions regarding the web site. However, any comments, feedback, notes, messages, ideas, suggestions or other communications (collectively, "Comments") sent by you to Upoc shall be and remain the exclusive property of Upoc. Your submission of any such Comments shall constitute an assignment to Upoc of all worldwide right, title and interest in all copyrights and other intellectual property rights in the Comments. Upoc will be entitled to use, reproduce, disclose, publish and distribute any Comments you submit for any purpose whatsoever, without restriction and without compensating you in any way. For this reason, we ask that you not send us any Comments that you do not wish to assign to us, including any confidential information or any original creative materials such as stories, product ideas, computer code or original artwork. You agree not to submit any Comments that may be submitted in violation of law or any agreement or obligation to keep the content of such Comments confidential. Upoc expressly disclaims any interest in any Comments that you are not authorized to submit. Of course, any information you submit which personally identifies you will be subject to our Privacy Policy.

Ownership: Copyright and Trademark Notice
With the exception of Comments discussed above, anytime you publish through Upoc, upload to and or distribute information through our Service, you are granting Upoc the right to publicly display, copy, edit, delete and distribute such works. You agree to and hereby assign any rights you may have in user groups that you create or participate in, including the name, theme and content thereof. Upoc may, at its sole discretion, and without compensation to any user, make user groups available for sponsorship and branding by Clients or other third parties.

Other than private text and e-mail messages, all of the content you see, hear or otherwise experience through the Services (the "Content"), including, for example, all of the page headers, images, illustrations, graphics, and text, are subject to trademark, service mark, trade dress, copyright, trade secret, patent, and/or other intellectual property rights or licenses held by Upoc or by third parties who may own them.

The Content and the Services as a whole are intended solely for the non-commercial use of authorized users. You may download, print and store selected portions of the Content, provided that you (i) only use copies of the Content for non-commercial purposes; and (ii) do not modify or alter the Content in any way, or delete or change any copyright, trademark or other proprietary notice. No right, title or interest in any downloaded materials is transferred to you as a result of any such downloading. As between you and Upoc, Upoc shall retain all right, title and interest in and to the Content and Services, including all URLs. Except as noted above, you may not copy, download, reproduce, modify, publish, distribute, transmit, transfer or create derivative works from the Content without obtaining prior written permission from Upoc. For permission to use our materials on the web site for other purposes, please send an e-mail to feedback@upocnetworks.com. If you wish to use third-party materials appearing on the web site, you must contact the copyright owner of such materials.

No Endorsements of Third Parties or Channels
References on Upoc.com to any names, marks, products or services of third parties, or hypertext links to third-party sites or information, or the inclusion or featuring of groups or channels, do not necessarily constitute or imply an endorsement, sponsorship, or recommendation of the third party, information, product or service by Upoc. Upoc does not endorse nor make any warranties or representations about any web site you may access through Upoc.com, including the privacy policy of any such web site. Any links to other sites are provided for convenience only. You need to make your own decisions regarding your interactions or communications with any other web site.

Privacy Policy

Click here to read Upoc's Privacy Policy. In particular, be aware that if you register for any channels or groups referenced on our web site, certain information (as described in the Privacy Policy) may be disclosed to them.

Disclaimers
Upoc is only a venue allowing users to communicate with other users and allowing users to receive content from third parties. Upoc does not control, does not monitor and makes no representation regarding the truth, accuracy, quality, completeness, safety or legality of the information provided by its users, groups or channels. UPOC PROVIDES THE SERVICES "AS IS" WITH NO WARRANTIES OF ANY KIND. UPOC EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESSED OR IMPLIED, REGARDING THE SERVICES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICES WILL BE SECURE, UNINTERRUPTED OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS. WE DISCLAIM ALL RESPONSIBILITY FOR OUR USERS, GROUPS AND CHANNELS, AND THEIR POSTINGS, THEIR ACTS AND OMISSIONS.

Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.

Limitation of Liability
UNDER NO CIRCUMSTANCES WILL UPOC OR ITS EMPLOYEES, OFFICERS OR DIRECTORS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH USE OF THE SERVICES WHETHER OR NOT UPOC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

If you are dissatisfied with the Services or any content on Upoc.com, or with these Terms and Conditions, your sole and exclusive remedy is to discontinue using the Services. You acknowledge, by your use of the Services, that your use of the Services is at your sole risk.

Applicable law may not allow the limitation of liability set forth above, so this limitation of liability may not apply to you. IF ANY PART OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF UPOC AND ITS AFFILIATES IN SUCH CIRCUMSTANCES FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED ONE HUNDRED DOLLARS (US $100.00).

Indemnity
You agree to indemnify, defend and hold harmless Upoc, its employees, officers and directors, or Clients from and against any and all claims, liabilities, penalties, settlements, judgments, fees (including reasonable attorneys' fees) arising from (i) any content that you or anyone using your account may submit, post or transmit to the web site; (ii) your use of the Services; (iii) your violation of the terms of these Terms and Conditions; and (iv) any violation or failure by you to comply with all laws and regulations in connection with the Services.

Assignment
You may not assign any of your rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Upoc. Any such purported assignment or delegation by you without the appropriate prior written consent of Upoc will be null and void and of no force or effect.

Copyright Infringement Claims
Upoc has adopted and implemented a policy that provides for the termination in appropriate circumstances of users who infringe the rights of copyright holders. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Upoc's Copyright Agent the following information required under 17 U.S.C. § 512:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

2. Identification of the copyright work claimed to have been infringed, a representative list of such works;

3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Upoc to locate the material;

4. Information reasonably sufficient to permit Upoc to contact the complaining party, such as an e-mail address at which the complaining party may be contacted;

5. A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Upoc's Copyright Agent for notice of claims of copyright infringement on or regarding this site can be reached as follows:

These Terms and Conditions May Change
Upoc reserves the right to update or amend these Terms and Conditions at any time. The amended Terms and Conditions shall automatically be effective five (5) days after they are initially posted on the web site. Your continued use of the Services after the effective date of any posted change constitutes your acceptance of the amended Terms and Conditions as modified by the posted changes. For this reason, we encourage you to review these Terms and Conditions whenever you use the Services. The last date these Terms and Conditions were revised is set forth below.

LAST UPDATED: 12/16/2004

Click here to read our Privacy Policy.