Terms of Use and Conditions | The Urban Twist
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Terms of Use and Conditions

Terms and Conditions for The Urban Twist, LLC

Welcome to www.theurbantwist.com (TUT), a web site and service (the “Service”) which is operated by The Urban Twist, LLC, a division of Phoenix Stokes Media Group. By using the Service, you are agreeing to be bound by these Terms of Use.

Please read these Terms of Use carefully before registering or using the Service. If you do not accept these Terms of Use, then you may not use the Service. These Terms of Use are subject to change by TUT at any time, effective when posted on the Service. Your continued use after such notice will constitute acceptance by you of such changes.

Use of the Service. You may use this Service solely for personal and non-commercial purposes only and subject to these Terms of Use, all applicable laws, rules and regulations and any agreements or terms with third parties to which you are subject.

Registration. You may use the Service without registration, but in order to take advantage of some aspects of the Service, you will need to register for an account. Your account is for your sole, personal use; you may not authorize others to use your account, and you may not assign or otherwise transfer your account to any other person or entity. All registration information about you must be truthful, and you may not use any aliases or other means to mask your true identity. You are responsible for the security of your password and will be solely liable for any use or unauthorized use under such password.

Acceptable Use Policy. The Service may provide you with an opportunity to interact with others and share your thoughts, information and materials. TUT expects all of its users to be respectful of other people. If you notice any violation of this Acceptable Use Policy or other unacceptable behavior by any user, you should report such activity to TUT at abuse@theurbantwist.com.

You are solely responsible for the content, information and other materials that you post on the Service or transmit to other users (“Content”) and agree that you will not hold TUT responsible or liable for any Content from other users that you access on the Service.

1. Description. The TUT Ad Service benefits TUT publishers, by providing Publisher with the opportunity for TUT to fill publisher’s advertising inventory on the TUT publishing platform. If Publisher opts into TUT Ad Service, TUT will monetize Publisher’s advertising inventory either directly or through a third party. Participation in the TUT Ad Service is subject to Publisher’s continued compliance with the T&Cs. TUT reserves the right to refuse participation to any applicant or participant at any time in TUT’s sole discretion. Publisher’s continued use of the TUT Ad Service shall be deemed acceptance of these T&Cs.

2. License Grant. TUT hereby grants Publisher a worldwide non-exclusive, non-transferable, right to use the TUT Ad Service, subject to these T&Cs for the duration of the T&Cs. TUT and its licensors reserve all rights not expressly granted to Publisher. TUT reserves the right to rescind Publisher’s license to the TUT Ad Service at any time in its sole discretion. By using the TUT Ad Service, Publisher agrees that TUT may serve third-party advertisements (“Ad Units”) on Publisher’s content posted on the TUT platform, TUT Internet-enabled applications, and other online environments operated by Phoenix Stokes Media LLC where the Publisher has authorized their content to be published. Multiple accounts held by the same Publisher are subject to immediate termination unless expressly authorized in writing by TUT.  If approval has been given for multiple accounts, each account is treated individually, and any earnings generated will be treated as individual accounts.  Consolidation of earnings between multiple accounts will not be granted.

3. Prohibited Content. “Prohibited Content” includes indecent material, promotion of drugs or illicit substances, weapons, pharmaceuticals, obscene, adult or pornographic material, hate speech, subject matter that is highly objectionable, material that promotes or allows download of software viruses or other malware, or any material that is itself illegal or which improperly references illegal activities.

Here’s a generic list of things that could/should be considered inappropriate to post:

  • is defamatory, abusive, obscene, profane or offensive;
  • infringes or violates another party’s intellectual property rights (such as music, videos, photos or other materials for which you do not have written authority from the owner of such materials to post on the Service);
  • violates any party’s right of publicity or right of privacy;
  • is threatening, harassing or that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
  • is inaccurate, false or misleading in any way;
  • is illegal or encourages any illegal activities;
  • promotes illegal or unauthorized copying of another person’s copyrighted work or links to them or providing information to circumvent security measures;
  • contains “masked” profanity (i.e., F*@&#)
  • contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or
  • contains any advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation.

You may not include in your member profile or Content any telephone numbers, street addresses, last names, email addresses, employment information, or any other non-public information of any third party.

TUT is under no obligation to screen or monitor Content, but may review Content from time to time at its sole discretion to review compliance with this Acceptable Use Policy. TUT will make all determinations as to what Content is appropriate in its sole discretion. We may include, edit or remove any Content at any time without notice.

4. Publisher Warranties. Publisher represents and warrants that:

a) all of the information Publisher has provided and shall in the future provide to TUT is accurate and current;

b) Publisher has all necessary and legal rights, powers, and authority to accept and be bound by these T&Cs and to perform the acts required of Publisher hereunder;

c) Published content do not display, reference, link to, or endorse Prohibited Content;

5. Prohibited actions.

1. Publisher shall not, directly or indirectly:

a)  use in connection with any form of the following advertising to promote TUT content: URL re-directions, framing techniques , pop-up windows, new consoles or other items or methods that would alter the appearance, presentation or functionality of any advertiser’s web site from that seen by users hand-entering the applicable URL into their browser;

b)  generate impressions or clicks on pages containing TUT advertisements through any fraudulent means including automated requests or intentionally clicking advertisements

c)  modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the TUT Service, TUT Ad Tags, TUT’s other software, or documentation, or create or attempt to create a substitute or similar service or product through use of or access to the TUT Service or proprietary information related thereto;

d) integrate any website containing software viruses, worms, Trojan horses or another harmful computer code into the TUT Service or otherwise interfere with or disrupt the integrity or performance of the TUT Service.

Participating in any activities listed under section 5 of this agreement will result in the immediate termination of your account. Any outstanding monies owed will be withheld.

2. Publisher shall defend, indemnify and hold TUT (Phoenix Stokes Media LLC) harmless from and against any suit, proceeding, assertions, damage (direct or indirect), cost, liability and expenses (including court costs and legal fees), incurred, as a result, of any breach of this clause.

6. Payment. All amounts earned and to be paid to Publisher will be calculated solely on the basis of TUT’s statistics (“Publisher Earnings”).  A 45-day period will be necessary to validate purchases; TUT will carry out systematic fraud detection.  Payments to you may be withheld to reflect or adjusted to exclude any amounts refunded or credited to advertisers and any costs arising from invalid activity as determined by TUT in its sole discretion. Should a publisher qualify for payment, payment will be made 45 days following the month during which the impressions delivered to TUT reach an amount of fifty US dollars (50), excluding taxes (45 days after end of month payment). Publisher Earnings are quoted exclusive of any taxes, but the payment made by TUT to the Publisher shall be inclusive of any and all taxes, including VAT when applicable. The Publisher shall be responsible for the payment of all applicable taxes and the remuneration paid here-above shall not be adjusted upward to account for such taxes. Payments will not be sent under any circumstance until Publisher has reached the 50 US Dollar minimum threshold.

7. Termination – Survival. TUT reserves the right immediately to terminate these T&Cs at any time by blocking Publisher’s access to the TUT Service. TUT shall notify its termination decision to Publisher. Publisher may also end these T&Cs at any time by withdrawing from the program.

8. Confidentiality. Publisher agrees not to disclose to any third-parties

(i) any communications between TUT and Publisher or Publisher’s representatives related to the TUT Service;

(ii) all TUT software, technology, programming, specifications, materials, guidelines and documentation relating to the TUT Service;

(iii) any information regarding the TUT Service that a reasonable person familiar with the Internet and online advertising would consider proprietary and confidential; and,

(iv)  any written materials or oral presentations designated by TUT as “Confidential” or an equivalent designation at the time of disclosure (“Confidential Information”).

9. Account identifiers. When setting up the Publisher’s online Publisher account, the Publisher will choose unique and personal account identifiers, including login and password. The Login (i) identifies the account and (ii) allows him to connect to the Publisher access area.

The Login cannot be changed and identifies the Publisher’s account uniquely and permanently. The password is specific to the account, and the Publisher is not allowed to sell, transmit, sublicense or disclose it to third parties. The Publisher is responsible for the Publisher’s password and undertakes to keep it confidential. The Publisher is entirely responsible for the activity on the Publisher’s account. TUT can modify passwords in the case of loss or theft of passwords, or if the Publisher suspects that a third party might be able to use them. The Publisher is responsible for the accuracy of the information associated with the account (especially the contact details and payment details). TUT cannot be held responsible for any unauthorized access to the Publisher’s account, or for any modification, deletion or impairment affecting all or part of the information the Publisher will give TUT in the context of using the Publisher’s access account.

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You understand that when using the Service, you will be exposed to Content from a variety of sources and that TUT is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content. You further understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable. If you do so object, you should not use the Service.

Termination of Access. In addition to any right or remedy that may be available to us under these Terms of Use or applicable law, we may suspend, limit or terminate your account, or all or a portion of your access to the Service, at any time with or without notice and with or without cause. In addition, we may refer any information on illegal activities, including your identity, to the proper authorities.

Your License to TUT. You hereby grant TUT a perpetual license to use, redact, republish, copy, perform and distribute your Content and screen name, including any intellectual property contained therein, in any medium now known or hereinafter developed without payment or compensation to you and without seeking any further approval from you.

Contests. From time to time, we may run certain contests or sweepstakes. Each such contest or sweepstakes will have its own rules and conditions, which shall be in addition to the terms in these Terms of Use. Participation in any such contest or sweepstakes requires your acceptance of such rules and conditions.

Privacy: The privacy of your personally identifiable information is paramount to us. For more information on what information we collect and how we use such information, please read our Privacy Policy.

Links. This Service may contain links to other websites not maintained by us. We encourage you to be aware when you leave our Service and to read the terms and conditions and privacy statements of each and every website that you visit. We are not responsible for the practices or the content of such other websites or services. Despite any links that might exist on the Service, we do not endorse and are not affiliated with such third parties.

Our Proprietary Rights.  TUT or its licensors are the exclusive owners of all copy, software, graphics, designs and all copyrights, trademarks and other intellectual property or proprietary rights contained on or used in connection with the Service. Except as set forth herein, you agree not to copy, distribute, modify or make derivative works of any materials without the prior written consent of the owner of such materials. All rights not granted under these Terms of Use are reserved by TUT.

No Warranties. THE SERVICE, INCLUDING ALL CONTENT MADE AVAILABLE ON OR ACCESSED THROUGH THE SERVICE, IS PROVIDED “AS IS” AND WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER FOR THE CONTENT ON THE SERVICE. FURTHER, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICE OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE COMPLETELY SECURE, UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE SHALL NOT BE LIABLE FOR THE USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN PROVIDED BY THIRD PARTIES. IN NO EVENT WILL WE BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR OTHER CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA, LOST OPPORTUNITIES, COSTS OF COVER, EXEMPLARY, PUNITIVE, PERSONAL INJURY/WRONGFUL DEATH, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

If any part of these warranty disclaimers or limitations of liability is found to be invalid or unenforceable for any reason or if we are otherwise found to be liable to you in any manner, then our aggregate liability for all claims under such circumstances for liabilities, shall not exceed the lesser of (i) the amount paid by you for your use of the Service during the prior twelve (12) months or (ii) ten dollars ($10).

Indemnity. You agree to defend, indemnify and hold harmless TUT, its officers, directors, employees, business partners and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) any breach by you of any of these Terms of Use, (ii) your Content, (iii) your use of materials or features available on the Service (except to the extent a claim is based upon infringement of a third party right by materials created by TUT) or (iv) violation by you of applicable law or any agreement or terms with a third party to which you are subject.

Governing Law. The laws of the State of Maryland shall govern these Terms of Use. YOU HEREBY EXPRESSLY CONSENT TO EXCLUSIVE JURISDICTION AND VENUE IN THE COURTS LOCATED IN NEW YORK COUNTY, NEW YORK FOR ALL MATTERS ARISING IN CONNECTION WITH THESE TERMS OF USE OR YOUR ACCESS OR USE OF THE SERVICE.

Any claims asserted by you in connection with the Service must be asserted in writing to TUT within one (1) year of the date such claim first arose, or such claim is forever waived by you. Each claim shall be adjudicated individually, and you agree not to combine your claim with the claim of any third party.

Digital Millennium Copyright Act (“DMCA”) Notice. Materials may be made available via the Service by third parties, not within our control. We are under no obligation to, and do not, scan content used in connection with the Service for the inclusion of illegal or impermissible content. However, we respect the copyright interests of others. It is our policy not to permit materials known by us to infringe another party’s copyright to remain on the Service.

If you believe any materials on the Service infringe a copyright, you should provide us with written notice that at a minimum contains:

  • (i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • (ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
  • (iii) 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 us to locate the material;
  • (iv) Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
  • (v) 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
  • (vi) 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.

All DMCA notices should be sent to our designated agent as follows:

Attn: Brennen Jones

Email: copyright@theurbantwist.com

It is our policy to terminate relationships regarding content with third parties who repeatedly infringe the copyrights of others.

Severability. If any part of these Terms of Use shall be held or declared to be invalid or unenforceable for any reason by any court of competent jurisdiction, such provision shall be ineffective but shall not affect any other part of these Terms of Use.

Waiver; Remedies. The failure by us to partially or fully exercise any rights or the waiver of any breach of these Terms of Use by you, shall not prevent a subsequent exercise of such right by us or be deemed a waiver by us of any subsequent breach by you of the same or any other term of these Terms of Use. Our rights and remedies under these Terms of Use shall be cumulative, and the exercise of any such right or remedy shall not limit our right to exercise any other right or remedy.

Contact Information. Should you have any questions, you may contact us at info@theurbantwist.com.

 

 

Date of the last T&Cs modification: June 8th, 2014.

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