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Terms of Service

1. Acceptance of Terms

By accessing and using the UHCSMP server, you accept and agree to be bound by the terms and provisions of this agreement. Additionally, when using specific services, you shall be subject to any posted guidelines or rules applicable to such services. Any participation in this service will constitute acceptance of this agreement. If you do not agree to abide by the above, please do not use this service.

2. Definitions

For the purposes of these Terms of Service, the following definitions apply:

3. Ownership and Limited License

a) Ownership: The Services are owned or licensed by UHCSMP and are protected by Intellectual Property Rights and other proprietary rights laws. UHCSMP reserves all rights, titles, and interest in and to the Services, including without limitation all Intellectual Property Rights and other proprietary rights, that are not explicitly granted to you in these Terms. Your permitted use of the Services is limited by the Intellectual Property Rights of UHCSMP.

b) License: Subject to your agreement and continuing compliance with these Terms and any other relevant UHCSMP policies, UHCSMP grants you a non-commercial, non-exclusive, non-transferable, revocable, limited license, subject to the limitations in these Terms, to access and use the Services for your own entertainment purposes. You agree that you will not use the Services for any other purpose.

c) Accounts: You may access the UHCSMP server through your Account and you agree to be bound by these Terms. Should you share an Account with other users, this agreement applies to all users of said Account. It is the responsibility of the Account owner to ensure that all users have read and will comply with these Terms. UHCSMP may permanently delete Accounts on its Services that are deemed inactive. Accounts shall be deemed inactive when they have not been used for One Hundred and Eighty (180) days. You acknowledge that if your Account is deleted, you may lose access to any information associated with that Account. If you wish to delete your Account, please alert UHCSMP by sending Notice to the following contact: [email protected]

4. User Conduct

You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that you, and not UHCSMP, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the service. UHCSMP does not control the Content posted via the service and, as such, does not guarantee the accuracy, integrity, or quality of such Content. You understand that by using the service, you may be exposed to Content that is offensive, indecent, or objectionable.

5. Termination

You agree that UHCSMP, in its sole discretion, may terminate your password, account (or any part thereof) or use of the service, and remove and discard any Content within the service, for any reason, including, without limitation, for lack of use or if UHCSMP believes that you have violated or acted inconsistently with the letter or spirit of the TOS. UHCSMP may also in its sole discretion and at any time discontinue providing the service, or any part thereof, with or without notice. You agree that any termination of your access to the service under any provision of this TOS may be effected without prior notice, and acknowledge and agree that UHCSMP may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the service. Further, you agree that UHCSMP shall not be liable to you or any third-party for any termination of your access to the service.

6. Payment and In-App Purchases

In-App Purchases are owned by UHCSMP and are not your property. UHCSMP may manage, regulate, control, modify or eliminate all In-App Purchases at any time, without Notice or announcement and without payment to you. UHCSMP shall have no liability to you or any third party if UHCSMP exercises any such rights. ALL CHARGES INCURRED IN CONNECTION WITH THE SERVICES ARE PAYABLE IN ADVANCE, FINAL, AND ARE NOT REFUNDABLE IN WHOLE OR IN PART, FOR ANY REASON, EXCEPT AS REQUIRED BY APPLICABLE CONSUMER RIGHTS LAW IN YOUR LOCAL JURISDICTION. YOU WILL NOT RECEIVE MONEY OR OTHER COMPENSATION FOR UNUSED IN-APP PURCHASES WHEN AN ACCOUNT IS CLOSED, WHETHER SUCH CLOSURE WAS VOLUNTARY OR INVOLUNTARY.

7. User Content

To the maximum extent permissible by law, UHCSMP assumes no responsibility or liability for the conduct of any user submitting any User Content, and assumes no responsibility or liability for pre-screening or monitoring the Services for inappropriate or illegal content or conduct. We are unable to pre-screen or monitor all User Content and we will not do so. Your use of the Services is at your own risk, and you are solely responsible for any User Content that you post.

When you transmit or upload User Content, you agree to abide by the following rules:

All User Content that you post will be considered non-confidential. UHCSMP will only share personal information that you provide in accordance with the Privacy Policy. UHCSMP is not responsible for any other user or third party’s use or appropriation of any User Content that you have submitted through the Services.

You hereby grant UHCSMP a non-exclusive, revocable, perpetual, transferable, fully paid-up, royalty-free, worldwide license (including the right to sublicense and assign to third parties) and right to use, copy, reproduce, quote, re-post, fix, print, archive, store, adapt, modify, create derivative works from, manufacture, commercialize, publish, distribute, sell, license, sublicense, syndicate, transfer, translate, lease, transmit, publicly display, publicly perform, or provide access to electronically, broadcast, communicate to the public by telecommunication, display, perform, enter into computer memory, and practice, in any way, your User Content, or any portion thereof, in any manner or form in any medium or format, whether now known or hereafter devised, as well as all modified and derivative works thereof in connection with our provision of the Services, including marketing and promotions of the Services, and without Notice, payment, or attribution of any kind to you or any third party.

8. Warranty and Liability

THE SERVICES ARE PROVIDED BY UHCSMP TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. UHCSMP MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICES, UNLESS SUCH WARRANTIES OR OTHER STATUTORY CONSUMER RIGHTS ARE LEGALLY INCAPABLE OF EXCLUSION OR LIMITATION IN YOUR LOCAL JURISDICTION. THE RISK OF USING THE SERVICES RESTS ENTIRELY WITH YOU AS DOES THE RISK OF INJURY FROM THE SERVICES.

TO THE FULLEST EXTENT PERMISSIBLE BY LAW, UHCSMP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. UHCSMP DOES NOT WARRANT THAT THE SERVICES ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE FULLEST EXTENT ALLOWED BY ANY LAW THAT APPLIES, THE DISCLAIMERS OF LIABILITY IN THESE TERMS APPLY TO ALL DAMAGES OR INJURY CAUSED BY THE SERVICES, OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICES, UNDER ANY CAUSE OF ACTION IN ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE).

9. Indemnity

You agree to defend, indemnify and hold harmless UHCSMP, its affiliates, and any third-parties under agreement with UHCSMP, and any employee, contractor, vendor, agent, supplier, licensee, customer, distributor, shareholder, director or officer of any of the foregoing, as well as any person using the Services and any person or entity that becomes aware of your use of the Services at any time, with respect to any and all claims, liabilities, judgments, awards, injuries, damages, losses, costs, fees, or expenses (including but not limited to attorney’s fees and costs) that arise under, from or in any way, directly or indirectly, relate to your failure to comply with any provision of these Terms of Service.

10. Dispute Resolution

a) Informal Resolution for Your Disputes: With respect to any Dispute, you agree to attempt to negotiate the resolution of any Dispute informally for at least thirty (30) days before initiating any arbitration or other proceeding, including any legal proceeding in court or before an administrative agency. Such informal negotiations commence upon UHCSMP’s receipt of Notice from you. This does not apply to any Dispute that UHCSMP has with You.

b) Contact Information: UHCSMP can be reached at [email protected], or contact the UHCSMP Support Team directly through the Help Desk at support.uhcsmp.net.

c) Mandatory Binding Arbitration for Your Disputes: If you are not able to satisfactorily resolve a Dispute informally within a total of thirty (30) days, or if UHCSMP, in its sole and absolute discretion, determines that it will not be possible to satisfactorily resolve that Dispute informally within a total of thirty (30) days, you agree that either you or UHCSMP may request resolution by final and fully binding arbitration conducted under the Commercial Arbitration Rules of the American Arbitration Association. You may request that a Dispute be resolved by arbitration under this Section shall be responsible for initiating such a proceeding. The American Arbitration Association (“AAA”) will run the arbitration between you and UHCSMP, and AAA’s rules and procedures (including their Supplementary Procedures for Consumer-Related Disputes, if applicable) will be used. If something in these Terms is different than AAA’s rules and procedures, then we will follow these Terms instead. You can look at AAA’s rules and procedures on their website www.adr.org or you can call them at 1-800-778-7879.

YOU UNDERSTAND, AND FURTHER AGREE, THAT YOU HAVE THE RIGHT TO CONSULT WITH INDEPENDENT LEGAL COUNSEL OF YOUR OWN CHOOSING REGARDING THIS AND ANY OTHER PROVISION IN THIS AGREEMENT AND THAT THIS BINDING ARBITRATION PROVISION WILL ELIMINATE YOUR LEGAL RIGHT TO SUE IN COURT, TO HAVE A JURY TRIAL, AND/OR TO PARTICIPATE IN A CLASS ACTION WITH RESPECT TO ANY SUCH DISPUTE. You and UHCSMP both agree that neither shall attempt to have any other arbitration or class action related to any other party joined to any arbitration in which you are involved with UHCSMP. To the fullest extent permitted by law, no arbitration proceeding shall be decided on a class-action basis or utilizing class action procedures. You and UHCSMP further agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or a class member in any purported class or representative proceeding.

11. Miscellaneous

a) Changes: It is your responsibility to read, understand, and accept this agreement in connection with your use of the Services. You acknowledge that UHCSMP may make changes to these Terms of Service at any time, and that Section headings in this agreement are for purposes of convenience only. Unless UHCSMP states otherwise, any changes to these Terms are effective when posted. If you continue to use the Services after any changes are posted then you agree that those changes will apply to your continued use of the Services. You should check this page regularly to stay informed about any changes which you accept by continuing to use the Services.

b) Complete Agreement: This agreement is the final and complete agreement and understanding of the parties concerning the subject matter hereof, and supersedes and replaces any and all prior and contemporaneous agreements and understandings with respect thereto. This agreement may not be changed, amended, or in any manner modified except as authorized in a writing signed by both parties’ authorized agents. This agreement is not assignable, except to a successor in interest to substantially all of a party’s business or assets and any other attempt to assign or transfer this agreement or any interest herein is void. This agreement shall be binding upon, and inure to the benefit of, the parties hereto, their respective heirs, executors, administrators, successors, personal representatives, licensees, and assigns.

c) Force Majeure: No party shall be responsible for delays or failure of performance resulting from acts beyond the reasonable control of such party, including, war, terrorism, acts of public enemies, strikes or other labor disturbances, power failures, fires, floods, earthquakes, acts of God, and other natural disasters.

d) Waiver: No act or failure to act by UHCSMP will be deemed a waiver of any right contained in this agreement, and any waiver by UHCSMP must be in writing and signed by an officer of UHCSMP. If UHCSMP does expressly waive any provision of this agreement, such waiver shall not be a waiver of any other provisions of this agreement, and the waived provision shall not be waived for all time in the future.

e) Severability: If any provision or sub-provision of this agreement is found to be invalid or unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision or sub-provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely representing the intention of the parties as expressed herein.

f) Remedies: You acknowledge and agree that any violation or threatened violation of this agreement will cause irreparable injury to UHCSMP, entitling UHCSMP to seek injunctive relief without the necessity of proving actual damages, in addition to all other remedies at law or in equity. You specifically acknowledge that money damages alone would be an inadequate remedy for the injuries and damages that would be suffered and incurred by UHCSMP as a result of a breach of any of the provisions of this agreement.

g) Governing Law and Venue: Any dispute or claim arising out of or related to this agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to any choice or conflict of laws principles. Unless subject to arbitration under Section 10, the Courts in the State of New York shall have exclusive jurisdiction over any legal suit, action, or proceeding arising out of, or relating to, disputes or claims that might arise under this agreement. Accordingly, the parties consent to the personal jurisdiction of the Courts in the State of New York, and hereby waive any and all jurisdictional or venue defenses otherwise available to them.

h) Language: To the fullest extent permitted by law, the controlling language for these Terms of Service is English.

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