Partner Agreement

Updown Partner Agreement

Last updated: December 20, 2016

  1. Your Acceptance

    1.1 By using or visiting the Updown website or any Updown products, software, data feeds, and services provided to you on, from, or through the Updown website (collectively the "Service") you signify your agreement to (1) these terms and conditions (the "Partner Agreement"), (2) Updown's Privacy Policy, found at https://www.updowntech.com/privacy and incorporated herein by reference, and (3) Updown's End User Terms of Service, found at https://www.updowntech.com/terms and incorporated herein by reference. If you do not agree to any of these terms, the Updown Privacy Policy, or the Updown End User Terms of Service, please do not use the Service.

    1.2 Although we may attempt to notify you when major changes are made to this Partner Agreement, you should periodically review the most up-to-date version at https://www.updowntech.com/partnerAgreement. Updown may, in its sole discretion, modify or revise this Partner Agreement and policies at any time, and you agree to be bound by such modifications or revisions. Changes will not apply retroactively and generally will become effective 14 days after they are posted. However, changes addressing new functions for a Service or changes made for legal reasons will be effective immediately. If you don’t agree to any modified terms in the Partner Agreement, you’ll have to stop using the affected Services. Nothing in this Partner Agreement shall be deemed to confer any third-party rights or benefits.

  2. Service

    2.1 This Partner Agreement apply to users of the Service who are contributors of Content on the Service. “Content” includes the partner page, partner attributes, exercise videos, and workouts you may view on, access through, or contribute to the Service. The Service includes all aspects of Updown, including but not limited to all products, software and services offered via the Updown website and other applications.

    2.2 The Service may contain links to third party websites that are not owned or controlled by Updown. Updown has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, Updown will not and cannot censor or edit the content of any third-party site. By using the Service, you expressly relieve Updown from any and all liability arising from your use of any third-party website.

    2.3 Accordingly, we encourage you to be aware when you leave the Service and to read the terms and conditions and privacy policy of each other website that you visit.

  3. Updown Partner Accounts

    3.1 In order to access some features of the Service, you will have to create an Updown Partner Account, “Account”. You may never use another's account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify Updown immediately of any breach of security or unauthorized use of your account.

    3.2 By enrolling as an Updown partner, you permit Updown to serve, as applicable, advertisements and other content (“Ads”) when end users access your Content.

    3.3 We may include your partner name and attributes in our presentations, marketing materials, customer lists and financial reports.

  4. General Use of the Service — Permissions and Restrictions

    Updown hereby grants you permission to access and use the Service as set forth in this Partner Agreement, provided that:

    4.1 You agree not to distribute in any medium any part of the Service or the Content without Updown's prior written authorization, unless Updown makes available the means for such distribution through functionality offered by the Service.

    4.2 You agree not to alter or modify any part of the Service.

    4.3 You agree not to use the Service for any of the following commercial uses unless you obtain Updown's prior written approval:
    • the sale of access to the Service; or
    • the sale of advertising, sponsorships, or promotions placed on or within the Service or Content.

    4.4 Prohibited commercial uses do not include:
    • uploading an original workout to Updown, or maintaining an original partner Account on Updown, to promote your business or services; or
    • any use that Updown expressly authorizes in writing.

    4.5 You agree not to use or launch any automated system, including without limitation, "robots," "spiders," or "offline readers," that accesses the Service in a manner that sends more request messages to the Updown servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, Updown grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. Updown reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the Service. You agree not to solicit, for commercial purposes, any users of the Service with respect to their Content.

    4.6 In your use of the Service, you will comply with all applicable laws.

    4.7 Updown reserves the right to discontinue any aspect of the Service at any time.

  5. Your Content and Conduct

    5.1 As an Updown Partner Account holder you may submit Content to the Service, including workouts and exercise videos. You understand that Updown does not guarantee any confidentiality with respect to any Content you submit.

    5.2 You shall be solely responsible for your own Content and the consequences of submitting and publishing your Content on the Service. You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish Content you submit; and you license to Updown all patent, trademark, trade secret, copyright or other proprietary rights in and to such Content for publication on the Service pursuant to this Partner Agreement.

    5.3 For clarity, you retain all of your ownership rights in your Content. However, by submitting Content to Updown, you hereby grant Updown a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Content in connection with the Service and Updown's (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Service a non-exclusive license to access your Content through the Service, and to use, reproduce, distribute, display and perform such Content as permitted through the functionality of the Service and under this Partner Agreement. The above licenses granted by you in video or workout Content you submit to the Service terminate within a commercially reasonable time after you remove or delete your videos or workouts from the Service. You understand and agree, however, that Updown may retain, but not display, distribute, or perform, server copies of your videos or workouts that have been removed or deleted.

    5.4 You further agree that Content you submit to the Service will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant Updown all of the license rights granted herein.

    5.5 Updown does not endorse any Content submitted to the Service by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and Updown expressly disclaims any and all liability in connection with Content. Updown does not permit copyright infringing activities and infringement of intellectual property rights on the Service, and Updown will remove all Content if properly notified that such Content infringes on another's intellectual property rights. Updown reserves the right to remove Content without prior notice.

  6. Payments

    Subject to this Section 6 and Section 8 of this Partner Agreement, you will receive a payment related to the number of valid completions of your workouts as determined by Updown. At the end of each calendar month, Updown will calculate the amount to be added to your earned balance and will update your balance.

    Except in the event of termination, we will pay you by the end of the calendar month following any calendar month in which the earned balance in your Account equals or exceeds the payment threshold, $50.

    Unless expressly authorized in writing by Updown, you may not enter into any type of arrangement with a third party where that third party receives payments made to you under the Partner Agreement or other financial benefit in relation to the Services.

    Payments will be calculated solely based on our accounting.

    To ensure proper payment, you are responsible for providing and maintaining accurate contact and payment information in your Account. You are responsible for any charges assessed by your bank or payment provider.

  7. Taxes

    As between you and Updown, Updown is responsible for all taxes (if any) associated with the transactions between Updown and advertisers in connection with Ads. You are responsible for all taxes (if any) associated with the Services, other than taxes based on Updown’s net income. All payments to you from Updown in relation to the Services will be treated as inclusive of tax (if applicable) and will not be adjusted.

  8. Partner Account Termination Policy

    8.1 Updown will terminate a user's Account if, under appropriate circumstances, the user is determined to be a repeat infringer.

    8.2 Updown reserves the right to decide whether Content violates this Partner Agreement for reasons other than copyright infringement, such as, but not limited to, pornography or obscenity. Updown may at any time, without prior notice and in its sole discretion, remove such Content and/or terminate a user's Account for submitting such material in violation of this Partner Agreement.

    8.3 You may terminate your Updown Partner Account at any time by emailing support@updowntech.com. If you terminate your Account and your earned balance equals or exceeds the threshold, $50, we will pay you your earned balance within approximately 90 days after the end of the calendar month in which your Account is terminated. Any earned balance below the threshold will remain unpaid.

    8.4 Updown may at any time terminate your Account for any reason. If we terminate your Account due to your breach or due to invalid activity, we may withhold unpaid amounts. If you breach the Partner Agreement or Updown suspends or terminates your Account, you will not be allowed to create a new Account.

  9. Digital Millennium Copyright Act

    9.1 You agree not to distribute in any medium any part of the Service or the Content without Updown's prior written authorization, unless Updown makes available the means for such distribution through functionality offered by the Service.
    • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
    • 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;
    • 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 the service provider to locate the material;
    • Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
    • A statement that you have 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
    • A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

    You may direct copyright infringement notifications to our DMCA Agent at 344 State St., Unit 1, Madison, WI 53703, email: support@updowntech.com. You acknowledge that if you fail to comply with all of the requirements of this Section 9.1, your DMCA notice may not be valid.

    9.2 Counter-Notice. If you believe that your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the material in your Content, you may send a counter-notice containing the following information to the Copyright Agent:
    • Your physical or electronic signature;
    • Identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled;
    • A statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and
    • Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Madison, Wisconsin, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

    If a counter-notice is received by the Copyright Agent, Updown may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Updown's sole discretion.

  10. Ability to Accept Partner Agreement

    You affirm that you are more than 18 years of age and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Partner Agreement, and to abide by and comply with this Partner Agreement.

  11. Miscellaneous

    11.1 Assignment. This Partner Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Updown without restriction.

    11.2 Independent Contractors. The parties are independent contractors and the Partner Agreement does not create an agency, partnership, or joint venture.

    11.3 Governing Law; Venue. All claims arising out of or relating to the Partner Agreement or the Services will be governed by Wisconsin law and will be litigated exclusively in the federal or state courts of Madison, Wisconsin, USA, and you and Updown consent to personal jurisdiction in those courts.