UPILLAR.COM Terms of Use Agreement
Read This Terms Of Use
Agreement Before Accessing Website.
Effective Date: This Terms
of Use Agreement (the "Agreement") was last updated on
June 26, 2008
This Terms of Use Agreement sets forth the
standards of use of the Upillar.com website, which is owned and
operated by Lexon Industries, Inc., a Nevada corporation.
By
using the Upillar.com website address (the "Website"),
whether as a visitor or account member, you (the "User")
agree to these terms and conditions. If you do not agree to the terms
and conditions of the Agreement, you should immediately cease all
usage of this website.
We reserve the right, at any time, to
modify, alter, or update the terms and conditions of the Agreement
without prior notice. Modifications shall become effective
immediately upon being posted at the Website. Your continued use of
the classified and related services after amendments are posted
constitutes an acknowledgement and acceptance of the Agreement and
its modifications. Except as provided in this paragraph, the
Agreement may not be amended.
Description of Services and
Disclaimer Regarding Accuracy of Seller Information.
Upillar.com
is providing Users with classified services relating to the buying
and selling of motor vehicles, (the "Services").
Information about the motor vehicles is supplied by participating
private sellers and dealers, not Upillar.com. While Upillar.com
provides certain services, such as Equity Search, NADAGuides values,
and Vin Checking, to assist Users in their use of this Website,
Upillar.com does not guarantee or warrant that the information
supplied by such services is accurate. Seller price quotes for
vehicles generally exclude state and local taxes, and other
governmental charges such as license, title and registration fees, as
well as any dealer documentary fees, emissions certifications, and
inspection fees, all of which may be added to the final sales price
of a vehicle. Likewise, seller price quotes for real estate generally
exclude title fees, escrow fees, transfer taxes and the like, all of
which will be added to the final sales price of real estate. The
final sales price is subject to the mutual agreement of the buyer and
seller, so be aware of what you are signing and the price agreed to
at the conclusion of your negotiations. Because the information
regarding the motor vehicle or real estate offered for sale is
supplied by the seller, Upillar.com does not independently verify the
accuracy of the information that is supply about the vehicles or real
estate offered for sale on this Website. Accordingly, we make no
representations or warranties as to the accuracy or reliability of
any information provided on this Website. Further, Upillar.com makes
no warranties or representations whatsoever with regard to any
vehicle or real estate offered for sale on this Website, and you
acknowledge that any reliance on representations and warranties
provided by any seller shall be at your own risk.
Disclaimer of
Warranties and Limitation of Liability.
THE SITE IS PROVIDED
BY Upillar.com ON AN "AS IS" BASIS. TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, Upillar.com MAKES NO REPRESENTATIONS OR
WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE USE OR THE
RESULTS OF THE WEBSITE IN TERMS OF ITS CORRECTNESS, ACCURACY,
RELIABILITY, ABSENCE OF VIRUSES, OR OTHERWISE. Upillar.com DISCLAIMS
ALL WARRANTIES WITH REGARD TO SERVICES PROVIDED ON THE WEBSITE,
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Upillar.com SHALL NOT be
liable for any damages whatsoever, and in particular Upillar.com
shall not be liable for any special, indirect, consequential, or
incidental damages, or damages for lost profits, loss of revenue, or
loss of use, arising out of or related to this website or the
information contained in it, whether such damages arise in contract,
negligence, tort, under statute, in equity, at law, or otherwise,
even if Upillar.com has been advised of the possibility of such
damages.
Indemnification.
User agrees to indemnify and hold
Upillar.com, its parents, subsidiaries, affiliates, officers and
employees, harmless from any claim or demand, including reasonable
attorneys' fees and costs, made by any third party due to or arising
out of User's use of the Website, the violation of the Agreement, or
infringement by User, or other user of the Website using User's
computer, of any intellectual property or any other right of any
person or entity.
Modifications and Interruption to
Service.
Upillar.com reserves the right to modify or
discontinue the Service with or without notice to the User.
Upillar.com shall not be liable to User or any third party should we
exercise our right to modify or discontinue the Website or the
services provided therein. User acknowledges and accepts that
Upillar.com does not guarantee continuous, uninterrupted or secure
access to our Website and operation of our Website may be interfered
with or adversely affected by numerous factors or circumstances
outside of our control.
Third-Party Sites.
Our
Website may include links to other sites on the Internet that are
owned and operated by online merchants and other third parties. You
acknowledge that we are not responsible for the availability of, or
the content located on or through, any third-party site. You should
contact the site administrator or webmaster for those third-party
sites if you have any concerns regarding such links or the content
located on such sites. Your use of those third-party sites is subject
to the terms of use and privacy policies of each site, and we are not
responsible therein. We encourage all Users to review said privacy
policies of third-parties' sites.
Governing Jurisdiction of the
Courts and Venue for Disputes.
All questions with respect to the
construction of this Agreement and liabilities arising from or
related to this Agreement shall be governed by the laws of the State
of Utah or the federal laws of the United States of America, without
giving effect to principles of conflicts of law. Venue for resolution
of any disputes shall be in the state or federal courts of
Utah.
Compliance with Laws.
User
assumes all knowledge of applicable law and is responsible for
compliance with any such laws. User may not use the Website in any
way that violates applicable state, federal, or international laws,
regulations or other government requirements. User further agrees not
to transmit any material that encourages conduct that could
constitute a criminal offense, give rise to civil liability or
otherwise violate any applicable local, state, national, or
international law or regulation.
Copyright and Trademark Information.
All
content included or available on this site, including site design,
text, graphics, interfaces, and the selection and arrangements
thereof is ©2007 Lexon Industries, Inc. doing business as
Upillar.com, with all rights reserved, or is the property of National
Appraisal Guides, Inc., doing business as N.A.D.A Appraisal Guides
and/or third parties protected by intellectual property rights. Any
use of materials on the website, including reproduction for purposes
other than those noted above, modification, distribution, or
replication, any form of data extraction or data mining, or other
commercial exploitation of any kind, without prior written permission
of an authorized officer of Upillar.com is strictly prohibited. Users
agree that they will not use any robot, spider, or other automatic
device, or manual process to monitor or copy our web pages, dealer or
private listings, or other content contained therein without prior
written permission of an authorized officer of
Upillar.com.
Upillar.com™ is a proprietary mark of Lexon
Industries, Inc. and its trademark may not be used in connection with
any product or service that is not provided by Upillar.com, in any
manner that is likely to cause confusion among customers, or in any
manner that disparages or discredits Lexon Industries, Inc.
All
other trademarks and trade dress displayed on Upillar.com's Website
are the trademarks of their respective owners, and constitute neither
an endorsement nor a recommendation of those Vendors. In addition,
such use of trademarks or links to the web sites of Vendors is not
intended to imply, directly or indirectly, that those Vendors endorse
or have any affiliation with Upillar.com.
Notification of Claimed Copyright Infringement.
Pursuant to Section 512(c)(2) of the Copyright Revision Act, as amended by the
Digital Millenium Copyright Act ("Act"), written notice OF
ANY CLAIMED COPYRIGHT INFRINGEMENT RELATING TO THE ACTIVITIES OF
SERVICE PROVIDERS UNDER SECTION 512 OF THE ACT must be submitted to
the Designated Agent named below. ANY NOTICE SENT TO THE DESIGNATED
AGENT MUST MEET THE REQUIREMENTS OF SECTION 512(C)(3) OF COPYRIGHT
REVISION ACT, AS AMENDED BY THE DIGITAL MILLENIUM COPYRIGHT
ACT.
Service Provider(s):Lexon Industries, Inc. doing business as
Upillar.com AND ANY AFFILIATES, INCLUDING SUBSIDIARIES, OF THE
ABOVE.Name of Agent Designated to Receive Notification of Claimed
Infringement:M. Eric Olmstead, Barney McKenna & Olmstead,
P.C.Designated Agent's Address:43 South 100 East, Suite 300St.
George,Utah 84770Telephone, fax and email Address of Designated
Agent:Telephone: (435) 628-1711Fax: (435) 628-3318Email:
eolmstead@barney-mckenna.comNOTE: ALTHOUGH NOT REQUIRED, IT IS
RECOMMENDED THAT NOTIFICATIONS BE SENT BOTH BY FAX AND BY EMAIL AND
THAT ANY EMAIL NOTIFICATION INCLUDE "NOTICE OF ALLEGED SERVICE
PROVIDER INFRINGEMENT" IN THE SUBJECT LINE OF THE EMAIL.This
contact information is provided only for the purposes stated
above.
Other Terms.
If
any provision of this Agreement shall be unlawful, void or
unenforceable for any reason, the other provisions (and any
partially-enforceable provision) shall not be affected thereby and
shall remain valid and enforceable to the maximum possible extent.
You agree that this Agreement and any other agreements referenced
herein may be assigned by Upillar.com, in our sole discretion, to a
third party in the event of a merger or acquisition. This Agreement
shall apply in addition to, and shall not be superseded by, any other
written agreement between us in relation to your participation as a
User. User agrees that by accepting this Agreement, User is
consenting to the use and disclosure of their personally identifiable
information and other practices described in our Website Privacy
Policy Statement.
CLASSIFIED ADVERTISING
AGREEMENT (PRIVATE PARTY)
Effective
Date: This Classified Advertising Agreement (Private Party) (the
"Agreement") was last updated on June 26, 2008.
PARTIES
Lexon Industries, Inc. doing business as
Upillar.com ("Upillar.com") and You agree that by
acknowledging your acceptance of this Agreement, You have purchased
web-based classified advertising services ("Advertising")
from Upillar.com. You also agree to follow and abide by Upillar.com's
Terms of Use Agreement and Website Privacy Statement. The terms
"You", "Your", or "Upillar.com"
includes heirs, estates, agents, representatives, officers,
directors, shareholders, members successors, affiliates, subsidiaries
and employees.
PACKAGE
Platinum.
The
cost of a Platinum Package is Free! Service includes:
Runs Until
Sold.
20 Super-sized Photos.
2,000 Character
Descriptions.
Unlimited Add Changes.
Homepage.
The
cost of an Homepage Package is Ninety-Nine Dollars and No Cents
($99.00). Service includes:
Advertising Runs Until Sold.
20
Super-sized Photos.
2,000 Character Descriptions.
Unlimited Add
Changes.
Appears 1st in Search Result.
Likely to show up on
Homepage, and or flash product.
CONTRACT
TERMS
General
Terms:
Upillar.com reserves the right to edit, revise or reject
any Advertising. Nevertheless, you assume full responsibility for the
legality of the vehicles advertised and for the legality of the
content of the Advertising. You shall indemnify, defend and hold
harmless Upillar.com and its affiliates against any loss, damage,
cost and expense (including, without limitation, attorneys fees)
which Upillar.com and its affiliates may incur, or become liable for,
by reasons of all such matters and any and all claims or actions for
libel, violation of any right of privacy, plagiarism, copyright
infringement, illegality of vehicles advertised, illegality of the
content of the Advertising, and any and all other claims of any kind
or nature in connection with advertising matter published on
Upillar.com pursuant to this Agreement.
Neither Upillar.com nor
its affiliates shall be liable in the event any act of God, the
public enemy or governmental authority, labor dispute, war (whether
or not declared), civil disobedience, riot, failures of equipment or
systems of Upillar.com, or other occurrences beyond its control shall
in any way restrict or prevent the publication of Your listing on
Upillar.com. Neither Upillar.com nor its affiliates shall be liable
by reason of any error in connection with any advertisement
(including, without limitation, typographical errors, and failures to
publish your advertising on desired dates or in requested positions
in Upillar.com's website, omissions or additions to advertisements).
In no event shall Upillar.com or its affiliates be liable to You for
lost sales, profits or any special, incidental, indirect,
consequential or punitive damages through its actions, inaction or
neglect because of any matters arising out of or in connection with
this Agreement, regardless of whether a claim is made under tort,
contract or other theory of law.
In the event of any action
with respect to this Agreement (including arbitration), the
prevailing party shall be entitled to recover from the other party
all costs and expenses (including attorneys' fees) incurred in
connection therewith.
None of Your rights or obligations
hereunder may be assigned or transferred without the prior written
consent of Upillar.com and any attempt by You to assign or transfer
any such rights or obligations without such consent shall be void and
unenforceable. Subject to the foregoing, this Agreement shall be
binding upon, and shall inure to the benefit of, the parties hereto
and their respective successors and assigns.
The terms,
conditions and rates set forth in this Agreement, any addenda hereto
and Upillar.com's Website Privacy Statement and Terms of Use
Agreement, and advertising rate increases incorporated herein from
time to time constitute the entire agreement between Your and
Upillar.com.
If any provision of this Agreement shall be
unlawful, void or unenforceable for any reason, the other provisions
(and any partially-enforceable provision) shall not be affected
thereby and shall remain valid and enforceable to the maximum
possible extent. You agree that this Agreement and any other
agreements referenced herein may be assigned by Upillar.com, in our
sole discretion, to a third party in the event of a merger or
acquisition.
All questions with respect to the construction of
this Agreement and liabilities arising from or related to this
Agreement shall be governed by the laws of the State of Utah or the
federal laws of the United States of America, without giving effect
to principles of conflicts of law. Venue for resolution of any
disputes shall be in the state or federal courts of Utah.
CLASSIFIED
ADVERTISING AGREEMENT (DEALER)
Effective
Date: This Classified Advertising Agreement (Dealer) (the
"Agreement") was last updated on June 26, 2008.
PARTIES
Lexon Industries, Inc. doing business as
Upillar.com ("Upillar.com") and You agree that by
acknowledging your acceptance of this Agreement, You have purchased
web-based classified advertising services ("Advertising")
from Upillar.com. You also agree to follow and abide by Upillar.com's
Terms of Use Agreement and Website Privacy Statement. The terms
"You", "Your", or "Upillar.com"
includes heirs, estates, agents, representatives, officers,
directors, shareholders, members successors, affiliates, subsidiaries
and employees.
AUTOMOTIVE
PACKAGES
If
dealerships choose to pay month to month and not enter into a 12
month agreement with upillar.com, they may do so, but will not
receive their first month’s service free. This applies only to
dealers after February 01, 2009 since the service is free to all
dealerships up untilFebruary 01, 2009.
1
- Entry Level Dealer Package:
The
cost of an Entry Level Dealer Package is Two Hundred Fifty Dollars
and No Cents ($250.00) per month.Service includes:
Up to
twenty-five (25) listings at any one time per location.
Up to
eight (20) photographs per listing.
Dedicated Upillar.com
representative.
Online company banner (740 x 100).
Ten percent
(10%) off each Featured Homepage upgrades.
Free until February 01, 2009
(Then if your dealership signs a 12 month agreement with upillar.com,
we will include the first month’s service free of charge).
2
- Advantage Dealer Package:
The
cost of a 2-Advantage Dealer Package is Five Hundred Dollars and No
Cents ($500.00). Service includes:
Unlimited listings per address
location.
Up to twenty (20) photographs per listing.
Dedicated
Upillar.com representative.
Online company banner (740 x
100).
Twenty-five percent (25%) off each Featured Homepage
upgrade.
Free until February 01, 2009 (Then if your dealership signs a
12 month agreement with upillar.com, we will include the first
month’s service free of charge).
All
OTHER DEALERSHIP PACKAGES. (BOATS, RV’S, POWERSPORTS, OR AIRCRAFT)
If
dealerships choose to pay month to month and not enter into a 12
month agreement with upillar.com, they may do so, but will not
receive their first month’s service free. This applies only to
dealers after February 01, 2009 since the service is free to all
dealerships up until February 01, 2009.
1-
Advanced Dealer Package:
The
cost of Advanced Dealer Package is One Hundred Dollars and No Cents
($100.00).
Service
includes:
Unlimited listings per address location.
Up to twenty
(20) photographs per listing.
Dedicated Upillar.com
representative.
Online company banner (740 x 100).
Twenty-five
percent (25%) off each Featured Homepage upgrade.
Free until February 01, 2009
(Then if your dealership signs a 12 month agreement with
upillar.com, we will include the first month’s service free of
charge).
2
–Per listing price:
The
cost of per listing Dealer Package is Twenty Five Dollars and No
Cents ($25.00) per listing.
Service
includes:.
Up to eight (20) photographs per listing.
Listing
stays active until sold. No time period for listing.
Dedicated
Upillar.com representative.
Online company banner (740 x 100).
Ten
percent (10%) off each Featured Homepage upgrades.
Free until February 01, 2009
(Then if your dealership signs a 12 month agreement with
upillar.com, we will include the first month’s service free of
charge).
CONTRACT
TERMS
Term
and Cancellation: Upillar.com agrees to provide the Service at no
cost to You through the end of the trial period. The trial period is
scheduled to end February 01, 2009, but may be extended by Upillar.com. in
its sole discretion. On or before the end of the trial period, You
may continue the Service at the cost specified above, or cancel
without obligation. After the end of the trial period, the term of
this Agreement is for one (1) year if you’re dealership chooses the
yearly agreement. If your dealership chooses a yearly agreement, the
first month will be considered free and not charged. The Agreement
will automatically renew for another one (1) year term, unless
terminated by either parties' written notice at least thirty (30)
days before the end of the then current term. Upillar.com may
increase the price for the Advertising in its sole discretion if the
Agreement is renewed. If terminated, the Agreement ends on the last
day of the then-current term. If the Agreement is terminated prior to
the expiration of the then current term, You agree to pay
fifty-percent (50%) of the remaining balance due. Written notice of
cancellation during the trial period or at anytime thereafter shall
be sent first class mail or certified mail, return receipt requested,
to:
Upillar.com
Attention:
Billing Department
1071
East 100 South, Suite C-1
St.
George, Utah 84770
EFT
Billing: Billing for Advertising shall be on a monthly basis and paid
through electronic funds transfer (EFT) from Your checking account,
savings account, debt/credit card or by other means You designate.
You have full discretion over the method of EFT that You have
selected. You also have full control over the EFT and can stop it at
anytime by notifying Upillar.com at least thirty (30) days before
Your EFT date, in writing, in accordance with the Term and
Cancellation policy above. You are responsible for reviewing Your
bank and/or credit card statement and notifying your bank or credit
card company of any errors in a timely matter. You must notify
Upillar.com in writing at the address listed above within thirty (30)
days of your billing and bank if You believe there is an error in the
EFT billing.
If
your dealership agrees to the monthly plan and services, your account
will be immediately charged for the amount defined by you as dealer
depending on the package you have chosen. If this package is chosen,
you may cancel at any time, and your account will be closed, and your
inventory will be taken off upillar.com at the end of the billing
cycle of that month that was paid for. At that time, your listings
will be marked as inactive and will no longer be viewable to the
public until your account is reactivated.
General
Terms:
Upillar.com
reserves the right to edit, revise or reject any Advertising.
Nevertheless, Your assumes full responsibility for the legality of
the vehicles advertised and for the legality of the content of the
Advertising. You shall indemnify, defend and hold harmless
Upillar.com and its affiliates against any loss, damage, cost and
expense (including, without limitation, attorneys fees) which
Upillar.com and its affiliates may incur, or become liable for, by
reasons of all such matters and any and all claims or actions for
libel, violation of any right of privacy, plagiarism, copyright
infringement, illegality of vehicles advertised, illegality of the
content of the Advertising, and any and all other claims of any kind
or nature in connection with advertising matter published on
Upillar.com pursuant to this
Agreement.
Neither
Upillar.com nor its affiliates shall be liable in the event any act
of God, the public enemy or governmental authority, labor dispute,
war (whether or not declared), civil disobedience, riot, failures of
equipment or systems of Upillar.com, or other occurrences beyond its
control shall in any way restrict or prevent the publication of Your
listing on Upillar.com. Neither Upillar.com nor its affiliates shall
be liable by reason of any error in connection with any advertisement
(including, without limitation, typographical errors, failures to
publish Your advertising on desired dates or in requested positions
in Upillar.com's website, omissions or additions to advertisements).
In no event shall Upillar.com or its affiliates be liable to You for
lost sales, profits or any special, incidental, indirect,
consequential or punitive damages through its actions, inaction or
neglect because of any matters arising out of or in connection with
this Agreement, regardless of whether a claim is made under tort,
contract or other theory of law.
Neither Upillar.com nor its
affiliates shall be liable by reason of any error in connection with
any advertisement (including, without limitation, typographical
errors, failures to publish Your advertising on desired dates or in
requested positions in Upillar.com's website, omissions or additions
to advertisements). In no event shall Upillar.com or its affiliates
be liable to You for lost sales, profits or any special, incidental,
indirect, consequential or punitive damages through its actions,
inaction or neglect because of any matters arising out of or in
connection with this Agreement, regardless of whether a claim is made
under tort, contract or other theory of law.
In the event of
any action with respect to this Agreement (including arbitration),
the prevailing party shall be entitled to recover from the other
party all costs and expenses (including attorneys' fees) incurred in
connection therewith.
None of Your rights or obligations
hereunder may be assigned or transferred without the prior written
consent of Upillar.com and any attempt by You to assign or transfer
any such rights or obligations without such consent shall be void and
unenforceable. Subject to the foregoing, this Agreement shall be
binding upon, and shall inure to the benefit of, the parties hereto
and their respective successors and assigns.
The terms,
conditions and rates set forth in this Agreement, any addenda hereto
and Upillar.com's Website Privacy Statement and Terms of Use
Agreement, and advertising rate increases incorporated herein from
time to time constitute the entire agreement between Your and
Upillar.com.
If any provision of this Agreement shall be unlawful,
void or unenforceable for any reason, the other provisions (and any
partially-enforceable provision) shall not be affected thereby and
shall remain valid and enforceable to the maximum possible extent.
You agree that this Agreement and any other agreements referenced
herein may be assigned by Upillar.com, in our sole discretion, to a
third party in the event of a merger or acquisition.
All questions
with respect to the construction of this Agreement and liabilities
arising from or related to this Agreement shall be governed by the
laws of the State of Utah or the federal laws of the United States of
America, without giving effect to principles of conflicts of law.
Venue for resolution of any disputes shall be in the state or federal
courts of Utah.
