Updated Date: February 16, 2023
- SCOPE OF AGREEMENT
UHD reserves the right to modify the terms of this Agreement at any time, and will post a notice of such changes. The changes become effective immediately upon posting (the “Effective Date”). If any change to the Agreement is not acceptable to you, you must stop using the Services. Your use of the Services after the Effective Date shall constitute your acceptance of such changes. If we make any new services available, they will be considered a part of the Services and your use of them will be governed by the terms and conditions of this Agreement unless we notify you that different terms and conditions apply. You must also comply with any additional terms which apply to third-party content, material, information, or other services.
- The term “UHD Intellectual Property” refers to all text, graphics, user interfaces, visual interfaces, images, trademarks, logos, button icons, programs, software and other data, content, information and materials, tangible and intangible, whether owned by UHD, created for UHD, or owned by third-parties (collectively, “UHD Content”), and all intellectual property rights in and to the same which are owned by UHD or licensed to UHD by third parties, including, but not limited to, protection by all: (a) patents; (b) copyrights; (c) trademarks, service marks, trade names, trade dress and Internet domain names, together with all goodwill and common law rights associated therewith (“UHD Trademarks”); (d) registrations and applications for registration of any of the foregoing in (a)-(c); (e) rights in trade secrets and confidential information; (f) rights in all designs and computer software; and (g) various other intellectual property rights and unfair competition laws.
- The term “Services” shall have the meaning ascribed to such term in Section 1 above, and shall include, among other things, all information, content, products, materials and services made available to you by UHD and/or affiliated third parties via the UHD Websites.
- The term “UHD Websites” shall have the meaning ascribed to such term in Section 1 above, and shall include, without limitation,www.uhdalliance.org and https://alliance.experienceuhd.com which are owned and operated by UHD.
- The term “Member(s)” refers to any entity holding a Membership, as such term is defined in and subject to the terms of the Bylaws of the UHD.
- OWNERSHIP AND USE OF UHD INTELLECTUAL PROPERTY
- Ownership and Use. All UHD Intellectual Property and Services are owned by UHD or licensed to us by our third parties. Except as otherwise expressly provided in this Agreement, you have no rights in or to any UHD Intellectual Property or Services. You agree you will not and will not facilitate others to copy, derive, transmit, reproduce, publish, upload, post, publicly display, encode, translate, transmit, or distribute in any way any works based upon any UHD Intellectual Property and/or Services, except as specifically permitted under this Agreement. All rights not expressly granted in this Agreement are reserved to UHD.
- UHD Content. As a courtesy to the public and our Member(s), we have posted to the UHD Websites certain UHD Content. Unless otherwise specifically set forth on the UHD Websites or we give you written permission, you may only access the UHD Content for your personal, non-commercial use. You agree you will not alter, erase or otherwise obscure any UHD Intellectual Property notices on the UHD Content. You may not do or facilitate anyone else to do anything with the UHD Content which is not specifically permitted under this Agreement. You acknowledge and agree that the UHD Content is made available for informational and educational purposes only without representation or warranty of any kind and is not a substitute for legal advice or your professional judgment. Your reliance upon UHD Content obtained by you on or through the Services is solely at your own risk. All rights not expressly granted in this Agreement are reserved to UHD.
- Permission to Use UHD Content. A UHD Member may request permission to reproduce all or a portion of UHD Content owned by UHD. We reserve the right, in our sole discretion, to determine whether, and upon what terms, UHD Content will be licensed. Depending on the nature and scope of intended use, licensing fees may apply.
- Trademarks: The UHD Trademarks may not be used by you, including, without limitation, in any advertising or publicity, or in any way that may indicate UHD’s sponsorship of or affiliation with any product or service, without UHD’s prior express written approval. You are prohibited from using the UHD Trademarks, or any names, marks, or other materials that mimic or are inspired by the UHD Trademarks, in a manner that is confusingly similar, dilutes or damages the reputation or image of UHD. You agree you will not alter or use any UHD Trademarks in any manner to make it appear that UHD is endorsing, sponsoring, authorizing or affiliated with you, an entity affiliated with you, or any third party, except as expressly permitted in writing by UHD.
- USE OF PERSONALLY IDENTIFIABLE INFORMATION
- LIABILITY LIMITATION
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, SHALL UHD OR ANY OF ITS MEMBERS, AFFILIATED COMPANIES, EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, VENDORS OR SUPPLIERS BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE UHD WEBSITES OR SERVICES OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE UHD WEBSITES OR FOR ANY INFORMATION OBTAINED THROUGH THE UHD WEBSITES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OR CORRUPTION OF PERSONAL INFORMATION OR DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF AN AUTHORIZED REPRESENTATIVE OF UHD ALLIANCE HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
UHD ALLIANCE’S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS IN CONNECTION WITH THE UHD WEBSITES AND SERVICES IS LIMITED TO THE LESSER OF (A) THE COST CHARGED TO YOU TO ACCESS AND USE THE UHD WEBSITES IN THE PAST TWELVE (12) MONTHS, OR (B) $100. YOU AGREE AND ACKNOWLEDGE THAT THE FOREGOING LIMITATIONS ON LIABILITY ARE AN ESSENTIAL BASIS FOR OUR GRANT OF ACCESS AND USE OF THE UHD WEBSITES AND SERVICES TO YOU AND THAT THE UHD ALLIANCE WOULD NOT PROVIDE SUCH ACCESS AND USE OF THE UHD WEBSITES OR SERVICES ABSENT SUCH LIMITATION.
- RIGHT TO TERMINATE AND/OR TO BLOCK ACCESS
UHD reserves the right to terminate, block or restrict your access to or use of any of the UHD Websites or Services for any breach or violation of any term(s) of this Agreement. In such event, we may terminate this Agreement, restrict, suspend or terminate your access to and use of the UHD Websites and/or Services immediately and without notice or liability, with or without cause, and it will not limit any other rights or remedies which are available to us. You may terminate this Agreement by providing us with written notice of your termination and ceasing to use or access the UHD Websites and/or Services.
This Agreement is personal to you, and you may not assign this Agreement or the rights and obligations hereunder to any third party without the prior express written consent of UHD, which consent may be withheld, conditioned or delayed in UHD’s sole and absolute discretion.
No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same or other provisions of this Agreement.
- SURVIVAL OF TERMS
Any provision of this Agreement which by its nature must survive the termination of this Agreement in order to give effect to its meaning shall survive such termination, including but not limited to the ownership, intellectual property rights, licensing provisions, liability limitations, limitations on actions, and indemnity obligations set forth in this Agreement.
- LIMITATION ON ACTIONS
You agree that regardless of any applicable law providing for a statute of limitations to the contrary, any claim or cause of action arising out of or related to the use of the UHD Websites, Services, UHD Intellectual Property, or otherwise relating to this Agreement, must be filed within one (1) year after the claim or cause of action arose, or it will be forever barred.
- LINKS TO OTHER MATERIALS
This site may contain links to sites owned or operated by independent third parties. These links are provided for your convenience and reference only. We do not control such sites and, therefore, we are not responsible for any content posted on such sites. The fact that the UHD offers such links should not be construed in any way as an endorsement, authorization, or sponsorship of that site, its content or the companies or products or services referenced therein, and we expressly disclaim any and all affiliation, sponsorship, or endorsement of such sites. If you decide to access any of the third party sites linked to any of the UHD Websites, you do so entirely at your own risk. Because some sites employ automated search results or otherwise link you to sites containing information that may be deemed inappropriate or offensive, the UHD cannot be held responsible for the accuracy, copyright compliance, legality, or decency of material contained in any third party sites, and you hereby irrevocably waive any claim against us with respect to such sites.
- NOTIFICATION OF POSSIBLE COPYRIGHT INFRINGEMENT
In the event you believe that material or content published on any of the UHD Websites may infringe your copyright or that of another, please provide detailed written notice of such possible infringement in conformance with the Digital Millennium Copyright Act, 17 U.S.C. 512, to:
UHD Alliance, Inc.
3855 SW 153rd Drive
Beaverton, OR 97124
Phone: +1 (503) 619-5221
Fax: +1 (503) 644-6708
UHD is based in the United States. UHD makes no claims that the content on any of the UHD Websites is appropriate or may be downloaded outside of the United States. Access to the content may not be legal by certain persons or in certain countries. If you access any of the UHD Websites from outside the United States, you do so at your own risk and are responsible for compliance with the laws of the jurisdiction from which you accessed the UHD Websites. This Agreement is governed in all respects by the laws of the State of New York, excluding New York’s conflict of laws provisions. The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. A party may give notice to the other party only in writing at that party’s principal place of business, attention of that party’s principal legal officer, or at such other address or by such other method as the party shall specify in writing. Notice shall be deemed given upon personal delivery, or, if sent by certified mail with postage prepaid, 5 business days after the date of mailing, or, if sent by overnight courier with postage prepaid, 7 business days after the date of mailing. If any provision herein is held to be unenforceable, the remaining provisions will continue in full force without being affected in any way. Further, the parties agree to replace such unenforceable provision with an enforceable provision that most closely approximates the intent and economic effect of the unenforceable provision. Section headings are for reference purposes only and do not define, limit, construe or describe the scope or extent of such section. Any action or proceeding arising out of or related to this Agreement or your use of any of the UHD Websites or Services must be brought in the state or federal courts serving the County of New York, New York, and you consent to the exclusive personal jurisdiction and venue of such courts.
We are committed to making the content on the UHD Websites accessible to all visitors, including those with disabilities. You can help. If you encounter difficulty using any of the UHD Websites, with or without assistive technology, or if you believe any feature of any UHD Website is not accessible to people with disabilities, please contact us at firstname.lastname@example.org, with the words “Disabled Access” in the subject line. Please provide a specific description of the difficulty, as well as your contact email address and telephone number. We assure you that we will take your input seriously.
- ENTIRE AGREEMENT