By using or accessing the Service, you (the "User") agree to be bound by these Terms of Use. Your continued use of the Service constitutes your agreement to any future revisions of the Terms of Use. If you do not agree to these terms, please immediately discontinue your use of the uTead service.

By using the Service, you affirm that you are over the age of 13. If you are under the age of 13, the Service is not directed towards you; please do not use or access the Service at any time. If you are between the ages of 13 and 18, we recommend that you ask your parents or guardians for permission before using uTead.

The Privacy Policy is incorporated into and subject to these Terms of Use, and describes how and when uTead collects, uses, and discloses personal information. Please review this policy at: www.uTead.com.

uTead grants you permission to use the Service provided that you comply with this Terms of Use Agreement.

The Content available through the Service is owned by or licensed to uTead, and may be subject to trademark, copyright, or other intellectual property rights under the laws of the United States or other countries. "Content" includes without limitation any text, sounds, graphics, videos, scripts, and software contained in the Website or Service. Content is provided to you for your personal and non-commercial use only, and may not be modified, reproduced, distributed, displayed, sold, licensed, or otherwise used without the written consent of its owner. Any downloaded or printed Content must retain any intellectual property notices contained therein.

In order for you to access certain features of the Service, you will have to create an account. When creating an account, you must provide complete and accurate information, which will be handled in accordance with our Privacy Policy. You must update this information as it changes to maintain its completeness and accuracy.

While accessing the Service through another User's account is strictly prohibited, you are solely responsible for the activity that occurs on your account. Therefore, please keep your password secure, and immediately notify uTead of any unauthorized use of your account. Although uTead will not be liable for your losses caused by unauthorized use of your account, you may be liable for the losses of uTead or others due to such unauthorized use.

The Service allows users to post, transmit, or upload various types of information and content ("User Content"). By submitting User Content to the service, you represent and warrant that you have all necessary rights, licenses, consents, or permissions to use, display, and authorize uTead to use such content. Further, by submitting User Content, you hereby grant uTead and its users a perpetual, irrevocable, worldwide, non-exclusive, fully paid-up, royalty-free, sublicencable and transferable, license to use, distribute, copy, modify, and display such content.

You are prohibited from submitting any content that is:

• Copyrighted, trademarked, protected by trade secret, or otherwise subject to third party proprietary rights, including contractual, privacy and publicity rights, unless you are the owner or have the permission of the owner to do so;
• In uTead's sole determination unlawful, fraudulent, threatening, libelous, defamatory, racist, hateful, harassing, pornographic, obscene, or otherwise objectionable;
• An advertisement or solicitation of business that has not been approved by uTead; or
• Otherwise in violation of the spirit of these Terms.

uTead may, but is not obligated to, monitor User Content to ensure compliance with these Terms. uTead further reserves the right to remove any User Content, including content in violation of these Terms, at any time and without notice.

In the course of using the Service, you may be exposed to User Content from a number of sources. uTead cannot guarantee that User Content is accurate or not offensive. Thus, uTead does not endorse any User Content and expressly disclaims any liability in connection with ideas, opinions, recommendations, or advice expressed therein.

uTead cannot guarantee confidentiality with respect to User Content, so you submit it at your own risk. For more information regarding the privacy of your information, please review our Privacy Policy, available at www.utead.com.

The Service may contain content or links to third-party websites that are not owned or controlled by uTead. Please be aware that these third-party websites contain their own Terms of Use and Privacy Policies, and uTead encourages you to review them. In any case, uTead disclaims any responsibility for and liability arising from your use of any third party content or websites.

Your use of the Service is limited to personal and non-commercial purposes. Unauthorized activity includes but is not limited to:

• Using the Service in violation of any law, or using the services to promote or encourage illegal activity;
• Selling, sublicensing, or otherwise commercially exploiting the Service;
• Reformatting or framing the Website or Service;
• Copying, adapting, altering, decompiling, or reverse engineering any portion of the Service, including the content, source code, algorithms, and any underlying ideas;
• Removing any copyright, trademark, or other intellectual property or proprietary right notices;
• Using another User's account, or impersonating another User;
• Gathering information about other Users for unauthorized purposes;
• Creating, transmitting, or posting unsolicited electronic communications, including bulk e-mail such as Spam, or otherwise harassing other Users;
• Data mining, or accessing the Service through any automated system, including robots, spiders, and scrapers;
• Transmitting any malicious software or other destructive items, including viruses, worms, and Trojan horses; or
• Interfering with or disrupting, or attempting to interfere with or disrupt, the Service and its servers, bandwidth, networks, or security protocols.

If you believe your copyrighted work has been infringed by any User or other Content, you may submit a written notification in accordance with the Digital Millennium Copyright Act ("DMCA"). This notification must include the following:

• 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 are claimed infringed, a representative list of such works;
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed 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 a physical address, telephone number, and e-mail address;
• 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.

DMCA Agent
uTead, Inc.
1501 University Avenue S.E.
Minneapolis, MN 55415.
dmca@utead.com

You agree that the Service is provided to you "as is" and "as available," and you use it at your own risk. To the maximum extent permitted by law, uTead and its officers, directors, agents, and employees, disclaim all warranties, express or implied, in connection with the Service, Website, or your use thereof. uTead makes no representations or warranties about the accuracy or completeness of content available on the Service or any third party websites linked to the Service. Nor does uTead make any representation, warranty, or endorsement of any product or service available through the Service, a third party website linked to the Service, or any other advertisement contained on the Service. Lastly, uTead makes no representation that the Service is appropriate or available outside the United States; responsibility for compliance with local law is yours alone.

To the maximum extent permitted by law, uTead and its officers, directors, agents, or employees, will under no circumstances be liable to you for any indirect, incidental, special, punitive, or consequential damages resulting from (a) inaccurate, incomplete, or illegal Content; (b) any unauthorized access to or use of our servers and the information contained therein; (c) any interruption or cessation of the Service; (d) any viruses, worms, bugs, or other malicious software transmitted through the Service; (e) any property damage or personal injury resulting from your use of the Service; and (f) any other loss or damage as a result of your use of the Service, whether based on warranty, contract, tort, or other legal theory, and even if uTead has been advised of the possibility of such damages.

uTead may, without notice, without liability and for any reason, including your violation of these Terms, terminate or suspend your account and access to the Service. Upon such termination, all licenses provided by uTead will cease immediately. Further, such termination will not limit or prevent uTead from pursuing other remedies available to it, nor will such termination relieve you of your obligation to pay any fees owed to uTead.

This agreement is personal to you, and you may not assign or otherwise transfer your rights or obligations under this agreement. Any attempted assignment by you will be null and void. uTead may assign its rights and obligations under these Terms at its sole discretion.

You agree that uTead's failure to act in the event of your breach of this agreement will not be deemed a waiver of such breach or a waiver of future breaches.

You agree to indemnify, defend, and hold uTead, its partners and licensors, as well as its employees, officers, directors, and agents, harmless from any claim or demand, including attorneys' fees, made by any third party due to or arising out of your use of the Service. uTead reserves the right, at its sole discretion and expense, to assume the defense and control of any claim or matter subject to indemnification by the User.

You agree that this Terms of Use Agreement will be governed by and construed in accordance with the laws of the State of Minnesota and the federal United States laws applicable therein, without regard to its choice of law provisions. Further, you agree to submit to the personal and exclusive jurisdiction of the courts located in Hennepin County, Minnesota.

Should any provision of this agreement be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary, and the remainder of the agreement will continue in full force and effect.

This agreement constitutes and contains the entire agreement and understanding concerning the subject matter addressed herein, and supersedes any prior agreements.

uTead reserves the right to change its Terms of Use without notice at any time. Any change will be effective when it is posted on the Website. It is your responsibility to review the Terms of Service from time to time to ensure that you continue to agree with all of its terms.