PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF USE CAREFULLY. THEY SHALL GOVERN YOUR USE OF THE uTOK SERVICE AND WEB SITE. IF, AFTER READING THESE TERMS AND CONDITIONS OF USE, YOU WISH TO USE THE uTOK SERVICE AND SOFTWARE PLEASE INDICATE YOUR ACCEPTANCE HEREOF BY CLICKING "I AGREE" AT THE END.
uTOK SERVICE AND WEB SITE
TERMS AND CONDITIONS OF USE
The uTOK service ("Service") and the software enabling the use thereof (the "Software"), are provided by uTOK, Inc. and/or its affiliates and subsidiaries (collectively "uTOK" or "we") to you ("you" or "your") and others who use the uTOK Service and Software (collectively "User" or "Users"), subject to these terms and conditions of use and all modifications thereto including all rules that may be published from time to time by uTOK ("Terms and Conditions" or "Agreement"). This Agreement shall also govern your use of the uTOK Web Site currently located at www.utok.com (the "Web Site" or the "uTok Web Site").
GENERAL TERMS OF USE
Your use of the Software, Service, and Web Site, including any content and software contained therein, signifies your understanding and agreement that such use is entirely at your own risk. You agree to use the Software, Service and Web Site solely for your personal use as an online information exchange management tool. uTOK does not guarantee reliability, accuracy, or completeness of the Software, Service or Web Site.
The Service currently is provided as a free service to any user thirteen (13) years of age or older who agrees to be bound to this Agreement. Users who violate this Agreement may be barred from using the Service, at uTOK's sole discretion. In consideration of your use of the Service, you agree to provide true, accurate, current and complete information about yourself as required. If any information provided by you is untrue, inaccurate, not current or incomplete, uTOK may terminate your use of the Service. You agree not to transfer or resell the Service or Software, in whole or in part, to any third party, or allow unauthorized access to the Service or Software, by any third party.
CHANGES IN TERMS AND CONDITIONS OF USE
uTOK may change these Terms and Conditions from time to time and at any time, with or without a release of a new version of the Software, and without actual notice to you. All such changes to this Agreement will appear on the uTOK Web Site. uTOK may provide additional notice of such changes by providing a link from the Service to the uTOK Web Site. You agree that your continuing to use the Software, Service and/or Web Site for a period of thirty (30) days after such notice has been posted on the uTOK Web Site for the first time shall constitute your consent to the new or revised set of Terms and Conditions.
uTOK PRIVACY POLICY
uTOK WILL NEVER WILLFULLY DISCLOSE PERSONALLY IDENTIFIABLE INFORMATION ABOUT ANY OF ITS USERS TO ANY THIRD PARTY WITHOUT FIRST RECEIVING THAT USER'S EXPRESS PERMISSION.
SPECIAL NOTE TO PARENTS
Some material accessible through the Service may be of a mature nature. uTOK is not intended for users under thirteen (13) years of age.
SERVICE REGISTRATION INFORMATION
Required Information:
During the initial registration process, you will be required to choose and provide a nickname (a "Nickname") for the purpose of posting and reviewing notes. Your Nickname will generally be available and freely accessible to Users through the Service and other third parties through the uTOK Web Site. No other registration information about you will be accessible to any other User or other person unless you voluntarily provide such information and choose to have it made accessible, as described below in Optional Information. uTOK, in its sole discretion, may deny, restrict, or require a User to modify a Nickname at any time for any reason.
Optional Information:
During the initial registration process, you may provide, at your sole option, information about yourself which, if you agree, will generally be available and freely accessible to Users through the Service and other third parties through the uTOK Web Site. You may modify or delete any information you provide at any time. If you subscribe to the ICQTM instant messaging service, your ICQ number will be automatically entered in a specifically designated field. You may remove your ICQTM number from this field at any time. Once it is removed, it will no longer be accessible by any other person through the Service.
NOTES
Public Notes:
A public note (a "Public Note") is a note posted by a User on the Service concerning a specific web site. A Public Note may be viewed by all Users when they visit the Web Site that is the subject of the Public Note. A Public Note may also be viewed by Users and other third parties through the uTOK Web Site. A Public Note will remain on the Service and be accessible to Users and other third parties until it is either removed by the User who posted the Public Note or by uTOK at its sole discretion.
Private Notes:
A private note (a "Private Note") is a note posted by a User on the Service that is meant to be viewed only by one or more User(s) selected by the sender. Subject to all general security limitations inherent in communicating via the Internet, a Private Note will not be generally accessible to Users or others who are not intended recipients of the Private Note. A Private Note will remain on the Service and be accessible to all intended recipients until it is removed either by the User who posted the Private Note or by uTOK at its sole discretion.
Self Notes:
A self note (a "Self Note") is a note posted by a User to himself or herself on the Service concerning a specific web site. A User may view the Self Note at any time he/she visits the web site that is the subject of the Self Note. Subject to all general security limitations inherent in communicating via the Internet, a Self Note will not be generally accessible to other Users or other parties. A Self Note will remain on the Service and be accessible to the User who posted the Self Note until it is removed by the User or by uTOK at its sole discretion.
Surprise Notes:
A surprise note (a "Surprise Note") is a Private Note posted by a User on the Service that is meant to be viewed only by one or more selected User(s) when they visit a certain web site designated by the sender of the Surprise Note. Stated another way, a Surprise Note is intended to "surprise" an intended recipient when that person visits the web site that is the subject of the Surprise Note. Subject to all general security limitations inherent in communicating via the Internet, a Surprise Note will not be generally accessible to Users or other parties who are not selected recipients of the Surprise Note. A Surprise Note will remain on the Service and be accessible to all intended recipients until it is either removed by the User who posted the Surprise Note or by uTOK at its sole discretion.
Polling Notes:
A polling note (a "Polling Note") is a note posted by a User on the Service that seeks responses from other Users. A Polling Note, and all responses thereto, may be viewed by all Users using the Service, and by third parties through the uTOK Web Site. A Polling Note will remain on the Service and be accessible to Users and other third parties until it is either removed by the User who posted the Polling Note or by uTOK at its sole discretion.
GENERAL USAGE PATTERNS
uTOK may gather information related generally to Users' use of the Software, Service, and Web Site including without limitation, the number of Public, Private, Self, Surprise and Polling Notes that Users post, the number of notes and headers Users read, the number of notes rated by Users, the average time between User logins, and the URLs Users visit and about which they post and read Notes. This information, which will only be collected and maintained in aggregate, anonymous form, will be used to, among other things:
1. Provide uTOK with a better understanding of how Users use the Service and the various features thereof;
2. Help uTOK to create and provide new services and offerings to Users; and
3. Conduct and publish aggregate, anonymous, market research results.
COMPUTER SETTINGS
uTOK may collect settings, technical and other information from Users' computers, such as a computer's operating system, uTOK and browser versions used, connectivity, various communication parameters and other information related to the operation and interaction of the Software, subject to the provisions herein. Computer Settings are collected in order to provide Users with, or access to, the uTOK Service and for the other purposes described herein, subject to the provisions herein. This information will neither contain nor be linked to any personally identifiable information.
COOKIES
"Cookies" are pieces of information that are placed on an individual's computer hard drive to enable the individual to more easily communicate and interact with the Service and Web Site. uTOK may use cookies to save certain information about a User and others who visit the uTOK Web Site, such as a password or preferences, in order to facilitate and enhance future activities with the Service and/or Web Site. uTOK does not use cookies to retrieve information from a computer that is unrelated to the Service.
IP ADDRESSES
An IP address is a number that's automatically assigned to a computer when using the Internet. Web servers can automatically identify individual computers by their IP address. uTOK may collect IP addresses to:
1. Facilitate system administration;
2. Diagnose system problems;
3. Report aggregate User information; and
4. Avoid hacking attacks on the uTOK server.
uTOK does not link IP addresses to any personally identifiable information, even if such information is voluntarily provided by a User.
NO COMMERCIAL PURPOSES
uTOK will not use any personally identifiable information (e.g., true name, physical address, e-mail address) that may be volunteered or retrieved by means of the foregoing paragraphs for any commercial purpose without the User's express consent.
STATISTICAL PURPOSES
Notwithstanding the foregoing, non-personal information retrieved by means of the foregoing paragraphs may be compiled, sold, shared or otherwise used for statistical purposes in aggregate, anonymous form. Such aggregate compilations will only include General Usage Patterns and Users' demographic, non-personal information, such as age, gender, country, and purchasing preferences, if provided as Optional Information.
CLOSING OR DISCONNECTING THE SERVICE
At any time you may choose to navigate the Internet without using the Service by choosing 'Exit' from the Service window. Closing the Service without choosing 'Exit' will only minimize the window.
CONSENT TO PROCESSING
Users, including without limitation Users in the European Union, fully understand and unambiguously consent to the collection and processing of their personal information, if voluntarily provided, in the United States.
DISCLOSURE OF INFORMATION
Notwithstanding anything to the contrary in this Agreement, uTOK shall, pursuant to valid legal process such as a search warrant, subpoena or court order, allow access to all available and relevant information, including Users' IP addresses, in order to comply with such valid legal process and to otherwise protect uTOK's rights and property. If warranted, uTOK may also allow access to this information in special emergencies where physical safety is at risk.
All questions concerning the uTOK Privacy Policy should be directed to privacy@utok.com.
SOFTWARE LIMITED LICENSE AND USE POLICY
The Software that will enable you to use the Service may have been downloaded from the uTOK Web Site or another authorized web site. You acknowledge that no payment was made by you for the Software, regardless of the method of delivery, and if payments were made, they were made for other equipment, products or services and not for the Software. To ensure the proper functionality and security of the Service always make sure you are using a current and authorized copy of the Software.
The Software is being licensed to you by uTOK on an "AS IS" basis, for your private personal use only. Except as expressly permitted hereunder, you agree not to extract or harvest any information from any portion of the Service, including without limitation, member registration information and any posted notes, or any other portion of the Service or the uTOK Web Site, or to reverse engineer, decompile, disassemble, alter, duplicate, make copies of, distribute or provide others with the Software, the uTOK communications protocols or any information available on, derived or extracted from the Service or any part of the foregoing.
uTOK may, at its sole discretion, limit, deny, or create different levels of use for different users, or cancel some or all of the functionality of the Software or the Service at any time, without prior notice.
USER CONDUCT
While using the Service and Web Site you agree not to:
* Harass, threaten, embarrass or cause distress or discomfort to, or restrict or inhibit access by, another User, or any other individual or entity;
* Impersonate any other person or entity, including without limitation any uTOK official, or misrepresent your affiliation with any other person or entity;
* Advertise or solicit pyramid schemes, investment opportunities or other schemes or engage in spamming or flooding;
* Post or transmit any information or software which contains a virus, trojan horse, worm or other harmful component;
* Post a link to an adult web site from a note concerning a non-adult web-site;
* Upload, post, publish, transmit, reproduce, or distribute any unlawful, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, racist, or otherwise objectionable information of any kind;
* Upload, post, publish, transmit, reproduce, or distribute in any way:
* Information, software or other material obtained through the Service that is protected by copyright or other proprietary or intellectual property right, or derivative works with respect thereto, without obtaining permission of the copyright owner or rightholder;
* Any component of the Service itself or derivative works with respect thereto, as the Service is copyrighted under applicable copyright laws and may be covered under one or more patents pending; or
* Any information, software or other material obtained through the Service for commercial purposes (other than as expressly permitted herein, or by the provider of such information, software or other material).
uTOK has no obligation to monitor any portion of the Service, including without limitation, content posted by you and other Users thereon. However,
(i) Other Users and third parties may access content posted or otherwise communicated by you on any portion of the Service; and
(ii) uTOK may, at its sole discretion, monitor the Service and disclose or remove any information as necessary or appropriate to satisfy any law, regulation or other governmental request, to operate the Service properly, or to protect the rights of uTOK or any User(s).
uTOK reserves the right to refuse to post and/or remove any information or materials, in whole or in part, that, in uTOK's sole discretion, is unacceptable, undesirable, inappropriate or in violation of these Terms and Conditions.
You agree to immediately notify uTOK of any unauthorized use of the Service or any other breach of security known or suspected by you. uTOK assumes no responsibility for the deletion or failure to store postings or other information submitted by you or other users to uTOK, whether submitted as part of the Service or otherwise, or for any breach of security related to the use of the Service.
uTOK has not currently defined a maximum limit on the number or content of notes that may be posted by an individual User or by all Users in the aggregate. Any or all postings on the Service may be purged periodically in uTOK's sole discretion. You acknowledge and agree that content you view or post is at your own discretion and risk. You further acknowledge and agree that the views expressed by you and other Users do not necessarily reflect the views of uTOK, and uTOK does not support or endorse any content or otherwise posted by you or any User.
POSTINGS BY OTHERS
Information posted by Users is provided by Users and is not reviewed, controlled, examined, verified or endorsed by uTOK in any way. By using the Software and the Service you agree to:
(i) Determine whether the information complies with your needs;
(ii) Determine whether you have adequate legal rights to store, reproduce or otherwise make use of information in the manner contemplated by you; and
(iii) Comply with any legal obligations, including but not limited to, obligations imposed by copyright, secrecy, defamation, decency, privacy, security and export laws.
RISKS
THE SOFTWARE, SERVICE AND WEB SITE MAY BE VULNERABLE TO VARIOUS SECURITY ISSUES AND SHOULD NOT BE CONSIDERED SECURE. BY USING THE SOFTWARE, SERVICE AND WEB SITE YOU MAY BE SUBJECT TO VARIOUS RISKS, INCLUDING AMONG OTHERS:
* Unauthorized exposure of information and material you post on or through the uTOK Service.
* Exposure to objectionable material and/or parties, including without limitation, content and messages that may offend and which may contain contaminated files.
* Unauthorized invasion of your privacy during, or as a result of, your or another's use of the Service.
* Spoofing, eavesdropping, sniffing, spamming, breaking passwords, harassment, fraud, forgery, "imposturing", electronic trespassing, tampering, hacking, nuking, system contamination including without limitation use of viruses, worms and Trojan horses causing unauthorized, damaging or harmful access and/or retrieval of information and data on your computer and other forms of activity that may even be considered unlawful.
IF YOU DO NOT WISH TO BE SUBJECTED TO THESE RISKS, YOU ARE ADVISED NOT TO USE THE uTOK SOFTWARE OR SERVICE OR VISIT THE uTOK WEB SITE.
LINKED SITES
The Software, Service and Web Site contain features that may link you to third parties' web sites ("Linked Sites"). These features are provided by uTOK only as a convenience. The Linked Sites are not reviewed, controlled or examined by uTOK in any way and uTOK is not responsible for the content of any such Linked Sites, or any additional links contained therein. The offering of these features does not imply uTOK's endorsement of or association with the Linked Sites. It is your sole responsibility to comply with the appropriate terms of service of the Linked Sites as well as with any other obligation under copyright, secrecy, defamation, decency, privacy, security and export laws related to the use of such Linked Sites and any content contained thereon. In no event shall uTOK be liable to anyone for any damage arising from or occasioned by the creation or use of the Linked Sites or the information or material accessed-through these Linked Sites. uTOK may at its sole discretion add, change, decline or remove, without notice, any feature or link to any of the Linked Sites from the uTOK Software and Service and/or introduce different features or links to different users.
SPECIAL NOTICE: THE LINKED SITES MAY CONTAIN CONTENT AND GRAPHICS THAT CONTAIN SEXUALLY EXPLICIT MATERIAL UNSUITABLE FOR MINORS, OR THAT MAY OTHERWISE BE OFFENSIVE. IF YOU ENTER THESE LINKED SITES, YOU ASSERT THAT YOU ARE OF LEGAL ADULT AGE IN YOUR JURISDICTION TO VIEW SUCH MATERIALS AND THAT THE VIEWING, READING, AND/OR DOWNLOADING OF CONTENT FROM THESE LINKED SITES DOES NOT VIOLATE THE COMMUNITY STANDARDS OF YOUR LOCALITY, CITY, TOWN, COUNTY, STATE, PROVINCE, COUNTRY OR OTHER COMMUNITY TO WHICH YOU BELONG, AND/OR FROM WHICH YOU ACCESS THESE LINKED SITES.
INTELLECTUAL PROPERTY RIGHTS
As between uTOK and you, uTOK is the sole owner of the Software, Service, and Web Site, including without limitation, all applicable U.S. and non-U.S. copyrights, patents, trademarks, and trade secrets, and other intellectual property rights thereto. Except as otherwise specifically provided in these Terms and Conditions, you may not download or save a copy of the Service or Web Site or any portion thereof, for any purpose. You may, however, print a copy of individual screens appearing as part of the Service and Web Site solely for your personal use or records. All title and intellectual property rights in and to the content of any third party web site which may be linked to or viewed in connection with the Service is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This Agreement grants you no rights to use such content except as allowed by such third party.
UNSOLICITED MATERIALS
Any confidential, secret or proprietary information or other material submitted or sent to uTOK, including without limitation via any note posting portion of the Service from you through the Service, uTOK Web Site, or uTOK's physical mail and e-mail addresses, or in any other way, will be deemed to be not confidential or secret. By submitting or sending information or other material to uTOK or by posting information on any portion of the Service you:
(i) Warrant that you have all rights of any kind to the material and that to the best of your knowledge no other party has any rights to the material; and
(ii) Grant uTOK an unrestricted, perpetual, irrevocable license to use, reproduce, display, perform, modify, transmit and distribute the material, and you further agree that uTOK is free to use any ideas, know-how, concepts or techniques you send us or post on the Service for any purpose, without any compensation to you or any other person.
DISCLAIMER OF WARRANTIES
THE SOFTWARE, SERVICE AND WEB SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITATION OF THE FOREGOING, uTOK SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO: (i) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, INTEROPERABILITY, OR CONTENT OF THE SOFTWARE, SERVICE OR WEB SITE ; AND (ii) ANY WARRANTIES OF TITLE, WARRANTY OF NON-INFRINGEMENT, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY THE SOFTWARE, SERVICE OR WEB SITE, INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. uTOK DOES NOT WARRANT OR GUARANTEE THAT ALL SOFTWARE VERSIONS SHALL BE PROVIDED WITH SIMILAR GRADES AND LEVELS OF SERVICE, FEATURES, FUNCTIONALITY AND THE ABILITY TO USE THE SOFTWARE OR THE SERVICE. uTOK DOES NOT WARRANT OR GUARANTEE (1) THAT ANY PROGRAM OR PORTION OF THE SERVICE WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR ANYTHING ELSE MANIFESTING CONTAMINATING OR DESTRUCTIVE PROPERTIES; (2) THAT ANY INFORMATION OR OTHER CONTENT PROVIDED BY uTOK OR USERS OF THE SERVICE OR ANY WEB SITE ACCESSED WHILE USING THE SERVICE WILL NOT CONTAIN DEFAMATORY OR ADULT-ORIENTED MATERIAL, OR MATERIAL WHICH SOME INDIVIDUALS MAY DEEM OBJECTIONABLE; OR (3) THAT THE FUNCTIONS OR SERVICES PERFORMED BY uTOK WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SOFTWARE AND THE SERVICE WILL BE CORRECTED. IT IS YOUR SOLE RESPONSIBILITY TO ISOLATE THE SOFTWARE AND INFORMATION, EXECUTE ANTI-CONTAMINATION SOFTWARE AND OTHERWISE TAKE STEPS TO ENSURE THAT SOFTWARE OR OTHER INFORMATION OBTAINED FROM THE SERVICE OR OTHER USERS, IF CONTAMINATED OR INFECTED, WILL NOT DAMAGE YOUR INFORMATION OR SYSTEM.
LIMITATION OF LIABILITY
IN NO EVENT WILL uTOK, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, AFFILIATES, SUCCESSORS OR ASSIGNS, BE LIABLE TO ANY PARTY (i) FOR ANY INDIRECT, DIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE), OR ANY OTHER DAMAGES ARISING IN ANY WAY OUT OF THE AVAILABILITY, USE, RELIANCE ON, OR INABILITY TO USE THE SOFTWARE, SERVICE, POSTINGS OPTIONS, OR ANY OTHER SOFTWARE OR OTHER CONTENT INCLUDED AS PART OF THE SERVICE, OR THE uTOK WEB SITE, EVEN IF uTOK SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE; OR (ii) FOR ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN, OR DESTRUCTIVE PROPERTIES OF ANY OTHER SOFTWARE OR OTHER CONTENT INCLUDED AS PART OF THE SERVICE OR BY THE WEB SITE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, uTOK 'S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. IN NO EVENT WILL uTOK'S LIABILITY WITH RESPECT TO THE USE OF THE SOFTWARE AND SERVICE EXCEED FIVE HUNDRED ($500) U.S. DOLLARS.
INDEMNIFICATION
By agreeing to use the Software, Service and/or Web Site, you agree to defend, indemnify and hold uTOK, its affiliates, officers, directors and employees harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees, arising in any way from your use of the Service or Web Site or the placement or transmission of any message, information, software or other materials through the Service by you or users authorized by you or related to any violation of these Terms and Conditions by you or any user authorized by you.
CANCELLATION AND TERMINATION
uTOK may, at its sole discretion, terminate the Service or your use of the Service, permanently or temporarily, at any time and without cause. You may at any time cancel your use of the Service by sending an e-mail message to cancel@utok.com requesting that we cancel your membership in the Service. Upon cancellation or termination, you will immediately cease all use of any software and any documentation provided to you by the Service and return or destroy all copies thereof. Except as otherwise expressly provided herein, all sections of these Terms and Conditions which by their nature should survive termination will survive termination, including, without limitation, indemnities, warranty disclaimers, and limitations of liability. Termination is not an exclusive remedy and we reserve all other available remedies in contract, law or equity.
COPYRIGHTS AND COPYRIGHT AGENT
If you believe that your work has been copied in a way that constitutes copyright infringement, please forward the following information to the Copyright Agent named below:
* Your address, telephone number, and email address;
* A description of the copyrighted work that you claim has been infringed;
* A description of where the alleged infringing material is located;
* A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
* An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and
* A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
Copyright Agent
uTOK Inc.
747 Third Avenue, 4th Floor
New York, NY 10017-2803
Attn: Joseph Moshkovsky
Fax: 212-838-8155
E-Mail - copyrightagent@utok.com
uTOK may, at its sole discretion, terminate the accounts of users who infringe others' intellectual property rights.
PROVISIONS UNENFORCEABLE OR INVALID
If any part of this agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
ASSIGNMENT
You shall not transfer, assign, sublicense nor pledge in any manner whatsoever, any of your rights or obligations under this Agreement. uTOK may transfer, assign sublicense or pledge in any manner whatsoever, any of its rights and obligations under this agreement to a subsidiary, affiliate, or successor thereof or to any third party whatsoever, without notifying you or receiving your consent.
APPLICABLE LAWS / JURISDICTION
You agree to abide by U.S. and other applicable export control laws and not to transfer, by electronic transmission or otherwise, any content or software subject to restrictions under such laws to a national or other destination prohibited under such laws, without first obtaining, and then complying with, any requisite government authorization. You further agree not to upload to the Service any data or software that cannot be exported out of the United States without prior written government authorization, including but not limited to, certain types of encryption software. The above assurance and commitment shall survive termination of this agreement.
You agree that the laws of the State of New York, excluding its conflicts-of-law rules, shall govern this Agreement. Please note that your use of the Software as well as the Service and Web Site may be subject to other local, state, national, and international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with uTOK or relating in any way to your use of the Software, Service or Web Site resides in the courts of the State of New York, and you further agree and expressly consent to the exercise of personal jurisdiction in the courts of the State of New York, in connection with any such dispute and including any claim involving uTOK or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers and content providers.
