Terms of Use.

Last Updated: March 2, 2006
Acceptance

Welcome to UIEvolution, Inc.’s Web site. These Terms of Use govern your use of www.uievolution.com, developer.uievolution.com, and download.uievolution.com (collectively, the “Site”) and the services made available on the Site (the “Services”). By using the Services or visiting or browsing the Site, you acknowledge that you have read, understood, and agreed to be bound by these Terms of Use and any modifications that may be made to these Terms of Use from time to time. If you do not agree to these Terms of Use, you should not use the Services or visit or browse the Site.

These Terms of Use constitute a binding legal agreement between you and UIEvolution, Inc. (“UIEvolution,” “we,” “us,” and “our”). Please read them carefully before accessing or using the Site or the Services.

Modifications

We reserve the right to modify these Terms of Use at any time and in any manner at our sole discretion. Notice of any modification of these Terms of Use will be posted in this section of the Site, and any such modifications will be effective upon the posting of such notice. Your continued use of the Site or the Services constitutes your binding acceptance of such modifications. Please check this section of the Site before using the Site or the Services to determine whether a change has been made to these Terms of Use. If you do not agree to any changes in the Terms of Use as they may occur, please arrange to terminate your registration with the Site immediately and discontinue your use of the Service and the Site. You agree that we are not liable to you or to any third party for any modification of the Terms of Use.

Registration

Before you can use certain parts of the Services, you may be required to register as a member through the Site. You must be 18 years of age or older to register as a member and use the Services. You agree to provide true, accurate, current, and complete information about yourself as prompted by the Site’s registration form (such information, being the “Registration Data”), and you agree to maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, or we have any reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, we may suspend or terminate your account and refuse to offer you any and all current or future use of the Services and the Site. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer. You are solely responsible for any activity related to your account. If you suspect any unauthorized use of your account, notify us immediately. You acknowledge and agree that we may preserve user information and may also disclose user information, if required to do so by law or if we believe, in good faith, that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms of Use; (c) respond to claims that any Content violates the rights of third parties; or (d) protect the rights, property, or personal safety of UIEvolution, its users, or the public.

Content

The Site and the Services may allow you and other third parties to post data, text, code, messages, opinions, advice, statements, reviews, comments, and other materials and information (collectively, “Content”). All Content, whether publicly posted on or privately transmitted via the Site or the Services, is the sole responsibility of the person from whom the Content originated and not of UIEvolution, or its shareholders, directors, officers, or employees. UIEvolution may review and delete any Content, in whole or in part, that in the sole judgment of UIEvolution violates these Terms of Use or that might be offensive, illegal, or that might violate the rights of or harm any third parties. Nonetheless, under no circumstances will UIEvolution or its stockholders, directors, officers, employees, agents, representatives, partners, or affiliates be held liable for any loss or damage caused by your reliance on Content obtained through the Site or the Services. It is your responsibility to evaluate the Content available through the Services or the Site. Although Content will not be pre-screened or reviewed, we reserve the right to refuse or delete any Content.

Licenses

When you post Content, you hereby grant (or warrant that the owner of the Content grants) us and each user of the Site or the Services a royalty-free, perpetual, irrevocable, fully sublicensable, worldwide, non-exclusive right to use, reproduce, modify, translate, adapt, publish, create derivative works of, transmit, distribute, perform, display, delete (in whole or in part), and incorporate the Content for any purpose and without acknowledgement to you. By posting or providing Content, you represent and warrant that public posting and use of your Content by us and any of our users will not infringe on or violate the rights of any third party.

Usage Guidelines and Restrictions

You agree not to use the Site or the Services to:

  1. Upload, post, e-mail, or otherwise transmit any Content that contains personally identifying information (such as actual names, phone numbers, mailing addresses, e-mail addresses and URL), unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable;
  2. Harm minors in any way or write comments that in any way refer to person(s) under 18 years of age;
  3. Impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;
  4. Upload, post, e-mail, or otherwise transmit Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships, or under nondisclosure agreements);
  5. Upload, post, e-mail, or otherwise transmit Content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights (“Rights”) of any party;
  6. Upload, post, e-mail, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other forms of solicitation;
  7. Upload, post, e-mail, or otherwise transmit any material that 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;
  8. Interfere with or disrupt the Services, the Site, or servers or networks connected to the Site, or disobey any requirements, procedures, policies, or regulations of networks connected to the Site;
  9. Intentionally or unintentionally violate any applicable local, state, national, or international law, “stalk” or otherwise harass another, or collect or store personal data about other users;
  10. Use any automated means to access the Site or the Services or collect any information from the Site or the Services (including, without limitation, robots, spiders, or scripts); or
  11. Frame the Site or the Services, utilize framing techniques to enclose any service mark, logo, or other proprietary information, place pop-up windows over its pages, or otherwise affect the display of its pages. This means, among other activities, that you must not engage in the practices of “screen scraping,” “database scraping,” or any other activity with the purpose of obtaining lists of users or other information.
Termination

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

Privacy

Any information submitted on the Site or the Services is subject to our Privacy Policy, the terms of which are incorporated into these Terms of Use. Our Privacy Policy may be found by clicking here. Please review our Privacy Policy carefully.

Disclaimers of Warranties; Limitations on Liability

The Site and the Services (including all Content) are provided “as is”; UIEvolution makes no representations or warranties of any kind with respect to the Services, the Content, the Site, or any contents therein. UIEvolution assumes no liability or responsibility for any errors or omissions in providing the Services, the Site, or the Content, any losses or damages arising from the use of the Content, or any conduct by users of the Site. UIEVOLUTION EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES RELATING TO THE SERVICES, THE CONTENT, AND THE SITE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, AUTHENTICITY, TITLE, AND NON-INFRINGEMENT. In addition, UIEvolution does not represent or warrant that the information on or accessible via the Site or through the Services is complete or current.

UIEVOLUTION’S AND ITS AFFILATES’, SUPPLIERS’, AND THEIR RESPECTIVE OFFICERS’, DIRECTORS’, STOCKHOLDERS’, EMPLOYEES’, AGENTS’, AND REPRESENTATIVES’ LIABILITY UNDER THESE TERMS OF USE IS LIMITED TO DIRECT, OBJECTIVELY MEASURABLE DAMAGES. UIEVOLUTION AND ITS AFFILATES, SUPPLIERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, STOCKHOLDERS, EMPLOYEES, AGENTS, AND REPRESENTATIVES WILL NOT BE HELD LIABLE FOR ANY INDIRECT OR SPECULATIVE DAMAGES (INCLUDING, WITHOUT LIMITING THE FOREGOING, CONSEQUENTIAL, INCIDENTAL, AND SPECIAL DAMAGES) INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, BUSINESS INTERRUPTIONS, LOSS OF DATA, AND LOSS OF PROFITS, REGARDLESS OF WHETHER THESE PARTIES HAD ADVANCE NOTICE OF THE POSSIBILITY OF ANY SUCH DAMAGES. UIEVOLUTION’S AND ITS AFFILATES’, SUPPLIERS’, AND THEIR RESPECTIVE OFFICERS’, DIRECTORS’, STOCKHOLDERS’, EMPLOYEES’, AGENTS’, AND REPRESENTATIVES’ TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE SERVICES, THE CONTENT, THE SITE OR THESE TERMS OF USE, WHETHER IN CONTRACT OR IN TORT, SHALL NOT EXCEED $100. EACH PROVISION OF THESE TERMS OF USE THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS OF USE BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE NO-CHARGE ACCESS YOU ARE GIVEN TO THE SITE AND THE SERVICES AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS OF USE. THE LIMITATIONS IN THIS SECTION WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY UNDER THESE TERMS OF USE. Some states do not allow the foregoing limitations of liability, so they may not apply to you.

Indemnity

You agree to indemnify and hold UIEvolution or its stockholders, directors, officers, employees, agents, representatives, partners, or affiliatesharmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, arising out of, resulting from or connected with the use, modification, misinterpretation, misuse, or reuse by you of the Site, the Services, or Content, including without limitation these Terms of Use.

Links and Advertising

We may provide, or third parties may provide, links to other Web sites or resources that are beyond our control. We make no representations as to the quality, suitability, functionality, or legality of any sites to which links may be provided, and you hereby waive any claim you might have against us, with respect to such sites. UIEVOLUTION IS NOT RESPONSIBLE FOR THE CONTENT ON THE INTERNET OR WEB PAGES THAT ARE CONTAINED OUTSIDE THE SITE.

Your correspondence or business dealings with, or participation in promotions of, other users, advertisers, or partners found on or through the Site or the Services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such user, advertiser, or partner. You agree that we are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers or partners on the Site or the Services.

Governing Law and Arbitration

These Terms of Use are governed in all respects by the laws of the State of Washington, as such laws are applied to agreements entered into and to be performed entirely within Washington between Washington residents. Any controversy or claim arising out of or relating to these Terms of Use, the Services, the Products, or the Site will be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim will be arbitrated on an individual basis, and will not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration will be conducted in King County, Washington, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. The award of the arbitrator will be final and binding upon the parties without appeal or review except as permitted by Washington law. Notwithstanding the foregoing, either party may seek any interim or preliminary injunctive relief from any court of competent jurisdiction, as necessary to protect the party’s rights or property pending the completion of arbitration. By using the Site or the Services, you consent and submit to the exclusive jurisdiction and venue of the state and federal courts located in King County, Washington.

Release

In the event that you have a dispute with one or more users of the Site or the Services, you release UIEvolution and its stockholders, directors, officers, employees, agents, representatives, partners, and affiliatesfrom claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

Claims of Copyright Infringement

UIEvolution respects the intellectual property rights of others, and requires that the people who use the Site and the Services do the same. It is our policy to respond promptly to claims of intellectual property misuse.

If you believe that your work has been copied and is accessible on the Site or the Services in a way that constitutes copyright infringement, you may notify us by providing our copyright agent with the following information in writing:

  1. The electronic or physical signature of the owner of the copyright or the person authorized to act on the owner’s behalf;
  2. Identification of the copyrighted work that you claim has been infringed;
  3. Identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material;
  4. Your name, address, telephone number, and e-mail address;
  5. 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;
  6. A statement made under penalty of perjury that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf.

If we receive such a claim, we reserve the right to refuse or delete Content as described under these Terms of Use and to terminate a user’s account.

Our designated agent to receive notification of claimed infringement under the Digital Millennium Copyright Act OF 1998 (“DMCA”) is:

UIEvolution, Inc.
11332 NE 122nd Way, Ste 300
Kirkland, Washington 98034

Attn: Copyright Infringement

After receiving a claim of infringement, we will process and investigate notices of alleged infringement and will take appropriate actions under the DMCA and other applicable intellectual property laws. Upon receipt of notices complying or substantially complying with the DMCA, we will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity, and will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. We will take reasonable steps promptly to notify the user that we have removed or disabled access to such material.

Upon receipt of a proper counter notification under the DMCA, we will promptly provide the person who provided the initial notification of claimed infringement with a copy of the counter notification and inform that person that we will replace the removed material or cease disabling access to it in 10 business days.

Unless our designated agent first receives notice from the person who submitted the initial notification that such person has filed an action seeking a court order to restrain the user from engaging in infringing activity relating to the material on the Site or the Services, we will replace the removed material and cease disabling access to it.

You may provide us with a counter notification by providing our copyright agent the following information in writing:

  1. Your physical or electronic signature;
  2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
  3. A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
  4. Your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, for any judicial district in which we may be found and that you will accept service of process from the person who provided the initial notification of infringement.
General

UIEvolution’s failure to act in a particular circumstance does not waive its ability to act with respect to that circumstance or similar circumstances. By using the Site or the Services, you consent to receiving electronic communications from UIEvolution. These communications will include notices about your account and information concerning or related to the Services. You agree that any notice, agreements, disclosure, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. UIEvolution is excused for any failure to perform to the extent that its performance is prevented by any reason outside of its control. These Terms of Use, together with our Privacy Policy, comprise the entire agreement between you and UIEvolution and supersede all prior agreements between the parties regarding the subject matter contained herein.

Questions

Please direct any questions regarding these Terms of Use to: termsofuse@uievolution.com.