Terms and Conditions of Use for the UnCliche Website

The following Terms and Conditions of Use (the “Terms”) apply to the use of the UnCliche website (the “Website”), which is owned and operated by UnCliche LLC (“UnCliche”).


Use of the Website is conditional on your agreement to the Terms. You must read, agree with, and accept all of the terms and conditions contained in the Terms, the Privacy Policy [http://www.uncliche/com/privacypolicy] and the Code of Conduct [http://www.uncliche.com/codeofconduct]. By using the Website, you indicate your continued acceptance of the Terms and the Code of Conduct, including future amendments, if any. If you do not comply with the Terms or the Code of Conduct during your use of the Website, you will no longer have the right to use the Website.


1. Visitors. Any person accessing, browsing or otherwise using the Website, shall be deemed a "Visitor" and is bound by these Terms and the Privacy Policy [http://www.uncliche/com/privacypolicy]. If you do not agree to be bound by the Terms, or if you do not comply with the Terms, you may not use the Website. All Visitors have access to the home page of the Website. To obtain full access to the Website, a Visitor must become a registered user (“User”).


2. Registration. To access certain features of the Website, such as participating in a contest, Visitors may be required to become a User and register and select a password and user name. If you register, you must provide accurate and complete registration information and keep this information up to date. Failure to do so shall constitute a breach of the Terms, which may result in immediate termination of your account. You may not: (i) enter, select or use a false name or an email address owned or controlled by another person with the intent to impersonate that person; (ii) use as a user ID a name subject to any rights of a person other than yourself without appropriate authorization; or (iii) create more than one account per person. UnCliche reserves the right to refuse registration of, or cancel a user ID in its discretion. You shall be responsible for maintaining the confidentiality of your password and are fully responsible for all activities that occur under your user ID and password. Any user ID and password provided to you for your access to the Website shall be for your personal use only. You agree to (i) immediately notify UnCliche of any unauthorized use of your user ID or password, and (ii) ensure that you exit from your account at the end of each session.


3. Contests. Only Users of 18 years or older who are located in the US or Canada can participate in contests on the Website. No purchase or entrance fee is required to enter or win the contest. If you are selected as a contest winner, you agree that UnCliche may publish your name and your winning entry. Winner(s) may be required to verify their entry. The winning entry will be announced on the Website and notifications will be send to the e-mail address provided by the winner. Prizes must be claimed by return e-mail. All prizes not claimed within 14 days from notification, will not be awarded. All taxes and other expenses in connection to a prize, including income taxes, are the sole responsibility of the winners. All entries in the contest are subject to the rules published in each contest announcement and these Terms, the Code of Conduct [http://www.uncliche/com/codeofconduct] and the Privacy Policy [http://www.uncliche/com/privacypolicy]. Each entrant shall indemnify, defend, and hold UnCliche harmless from any third party claims arising from or related to that entrant's participation in a contest. In no event shall UnCliche be liable to an entrant for acts or omissions arising out of or related to a contest or entrant's participation in a contest, including lost internet connections and technical failures. Employees of UnCliche are excluded from participation in any contest. Contests on the UnCliche website are sponsored and promoted by UnCliche LLC. Questions about any contest can be send by regular mail to this address, or by e-mail to [contests@uncliche.com].

4. Fees. Although use of the Website is free for Visitors and Users, UnCliche reserves the right to start charging fees for this use or certain services and to change its fees from time to time at its sole discretion. If UnCliche terminates you account because you have breached the Agreement, you shall not be entitled to any refund of paid fees.


5. Eligibility. To become a registered user you must be 18 years or older. By using the Website you represent and warrant that you have the right, authority, and capacity to enter into this agreement with UnCliche (the “Agreement”) on the conditions as set forth in these Terms. The Website is administered in the US and intended for US users only.


6. Use of the Website. Subject to the restrictions in the Terms, you may use the Website to upload and display data, text, scripts, sound, photographs, graphics, video, interactive features, messages, contest entries and other works, provided that you are the rightful owner of such works ("Content"); invite people you know to register with the Website; and stream, download or copy Content and other items displayed on the Website, for your own, personal and non-commercial use. You may not copy or distribute any portion of the Website for any purpose not authorized above without the express written permission of UnCliche. UnCliche does not control the Content posted by third parties, including the content of any messages or reviews, and does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Website you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will UnCliche be liable in any way for any Content, including any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of your use of, or reliance on, any Content. You are responsible for complying with all laws applicable to the Content you submit via the Website. You agree that you must evaluate and bear all risks associated with the use of any Content, including any reliance on the content, integrity, and accuracy of such Content.


7. User and Visitor Restrictions. You agree that you shall not, nor will you enable and/or allow third parties to: (i) modify, translate, or reverse engineer any portion of the Website; (ii) remove any copyright, trademark or other proprietary rights notices on the Website or on any Content or other material obtained via the Website; (iii) use any robot, spider, other automated device, or manual process to monitor or copy the Website or parts thereof; (iv) collect any information about other Users or Visitors (including user names and/or email addresses) for any purpose other than to solicit and share reviews with other Users or Visitors; (v) reformat or frame any portion of the web pages that are part of the Website (vi) create user accounts by automated means or under false or fraudulent pretenses; (vii) create or transmit unwanted electronic communications such as "spam" to other Users or Visitors, or otherwise interfere with other Users or Visitors’ enjoyment of the Website; (viii) transmit any viruses, worms, defects, Trojan horses or other items of a destructive nature; (ix) use the Website to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material including that are deemed threatening or obscene; (x) copy or store any Content offered on the Website for other than your own use, unless it is your own content; (xi) use any device, software or routine that interferes with the proper working of the Website, or otherwise attempt to interfere with the proper working of the Website; (xii) take any action that imposes, or may impose in our sole discretion, an unreasonable or disproportionately large load on our IT infrastructure; (xiii) use the Website, intentionally or unintentionally, to violate any applicable local, state, national or international law; or (xiv) collect or store personal data about other Users or Visitors in connection with the prohibited activities described in this paragraph. UnCliche may impose limits on certain features or services or restrict your access to parts or all of the Website, without notice.


8. Content Posted By Users. You are solely responsible for any Content and other material that you submit, publish or display on the Website or transmit to other Users or Visitors (hereinafter, "User Content"). You may not: (i) post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights; (ii) submit any Content or material that infringes, misappropriates or violates the intellectual property, publicity, privacy or other rights of any party; (iii) provide any Content that falsely express or imply that such Content or material is sponsored or endorsed by UnCliche; (iv) provide any Content that is unlawful or that promotes or encourages illegal activity. You understand and agree that UnCliche may review and delete any listings or other User Content that in the sole judgment of UnCliche violates the Terms or which might be offensive, illegal, inappropriate, or that might violate the rights of, harm, or threaten the safety of other Users and Visitors. UnCliche reserves the right, but has no obligation, to monitor disputes between you and any Visitor, User or third party regarding your use of the Website. You agree that you will only provide User Content that you believe to be true and you will not purposely provide false or misleading information. By posting User Content on the Website, you agree to and hereby do grant, and you represent and warrant that you have the right to grant, UnCliche, and the Users and Visitors of the Website an irrevocable, perpetual, royalty-free, fully paid up, worldwide license to use, sublicense, copy, publicly perform, digitally perform, publicly display, and distribute such User Content and to prepare derivative works of, or incorporate into other works, such User Content. You hereby grant an exclusive license to UnCliche to combine your User Content with the User Content of other Users for purposes of constructing or populating a searchable database, or other compilation of the User Content in any media, now or hereafter created. You may not post Content that: (i) is false or intentionally misleading; (ii) is patently offensive to Users, Visitors or third parties, such as Content or messages that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; (iii) harasses or advocates harassment of another person; (iv) involves the transmission of unsolicited mass mailing or "spamming"; (v) violates the intellectual property or other proprietary rights of any person; (vi) promotes illegal activities or conduct that is abusive; (vii) is threatening, obscene, defamatory or libelous; (viii) is pornographic or sexually explicit in nature. UnCliche reserves the right to investigate and take appropriate legal action in its sole discretion against anyone who violates the Terms, including without limitation, removing illegal, offending and/or inappropriate communication and Content (including User Content) from the Website and terminating accounts of such violators or blocking your use of the Website.


9. Privacy. Use of the Website is also governed by our privacy policy, a copy of which can be found by clicking here [http://www.uncliche/com/privacypolicy].


10. Term. The Terms and the Privacy Policy will remain in full force and effect while you use the Website. Either party may terminate the Agreement for any reason, at any time. Sections 9, 11, 13, 14, 15 and 16 shall survive any termination or expiration of the Agreement and the Terms.


11. Changes to the Agreement or the Website. You agree and understand that the Terms and the Website may be modified by UnCliche at any time without prior notice, and such modifications will be effective upon UnCliche’s posting of the new terms and/or upon implementation of the new changes on the Website. It is the sole responsibility of the Users and Visitors to review the Terms periodically to become familiar with any modifications. Your continued use of the Website after any modifications indicates your acceptance of the modified Terms. Unless expressly stated otherwise by UnCliche, any new features, new services, enhancements or modifications to the Website implemented after your initial access, shall be subject to the Terms.


12. Ownership. Content and other elements comprising the Website may be works protected by copyright. Except for the User Content, all Content is owned by UnCliche or its licensors. You acknowledge that any underlying technology or software used in connection with the Website contains UnCliche 's proprietary information. You may not modify, reproduce, distribute, create derivative works of, publicly display or in any way exploit, any of the Content, software, and/or materials available on the Website in whole or in part except as expressly provided in the Terms.


13. Copyright Policy. UnCliche will respond to notices of alleged copyright infringement in accordance with the Digital Millennium Copyright Act or DMCA. The address of UnCliche's designated agent to receive notification of claimed infringement is: Taylor & Mrsich, LLP, 265 Madison Avenue, 4th floor, New York, New York, 10016, email: kevin.taylor@globaltechlaw.com.


14. Disclaimer of Warranties. THE WEBSITE, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, SERVICES, AND INFORMATION AVAILABLE ON OR ACCESSED BY MEANS THEREOF, IS PROVIDED “AS IS”. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, UnCliche MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER FOR (1) THE CURRENCY, ACCURACY, OR COMPLETENESS OF ANY INFORMATION AVAILABLE BY MEANS OF THE WEBSITE, (2) FOR ANY INFORMATION PROVIDED BY THIRD PARTIES AND ACCESSIBLE ON OR THROUGH THE WEBSITE, (3) FOR ANY “VIRUSES” OR MALICIOUS COMPUTER CODE TRANSMITTED ON OR THROUGH THE WEBSITE, OR (4) FOR ANY BREACH OF SECURITY OR UNAUTHORIZED ACCESS TO THE WEBSITE OR YOUR INFORMATION. UnCliche DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. UnCliche DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE WEBSITE OR ANY SERVICES OR CONTENT THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE, THE SERVER ON WHICH IT IS MADE AVAILABLE, OR ANY CONNECTED SYSTEM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. UnCliche IS NOT RESPONSIBLE FOR THE CONDUCT OF ANY USER OR VISITOR OF THE WEBSITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY ANY USER OR VISITOR OF THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.


15. Limitation of Liability. USE OF THE WEBSITE IS AT YOUR OWN RISK. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING, USE OF, OR ACCESS TO DATA, FILES, INFORMATION, CONTENT, OR OTHER MATERIAL (INCLUDING WITHOUT LIMITATION SOFTWARE) ON OR THROUGH THE WEBSITE. EXCEPT TO THE EXTENT THAT LIABILITY UNDER ANY APPLICABLE LAW OR REGULATION CANNOT BE EXCLUDED, UnCliche IS NOT LIABLE FOR LOSS OR DAMAGE OF ANY KIND WHATSOEVER ARISING AS A RESULT OF (1) INFORMATION EXPRESSLY OR IMPLIEDLY PUBLISHED ON THE WEBSITE, OR (2) ANY ERRORS IN OR OMISSIONS FROM THIS WEBSITE. UnCliche WILL NOT HAVE ANY LIABILITY ARISING FROM YOUR DECISIONS OR YOUR PURCHASES OF THIRD PARTY GOODS OR SERVICES, BASED ON THE INFORMATION PROVIDED ON THE WEBSITE. UNDER NO CIRCUMSTANCES SHALL UnCliche BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE WEBSITE, INCLUDING PARTICIPATION IN CONTESTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE FORESEEABLE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, UnCliche'S MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY CAUSES WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSOR OF (i) THE AMOUNT PAID, IF ANY, BY YOU TO UnCliche FOR THE USE OF THE WEBSITE IN THE MONTH PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR (ii) $100.


16. Indemnity. You agree to indemnify, defend, and hold UnCliche, its parents, subsidiaries, affiliates, officers and employees, harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of (i) your access to, and/or use of, the Website, including participation in contests, (ii) the violation of these Terms by you, or (iii) the infringement by you, or any third party using your account or user name or password, of any intellectual property or other right of any person or entity.


17. Miscellaneous. All notices hereunder shall be given in writing to UnCliche. Notices shall be deemed given when received (i) the fifth business day after they are mailed by certified mail, return receipt requested, (ii) the next business day after they are sent by commercial overnight courier service; or (iii) the same day they are delivered in person. Neither this Agreement nor any portion hereof shall be assigned, sublicensed or otherwise (including by operation of law) transferred by Users or Visitors without UnCliche’s prior written consent. Failure of UnCliche to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision. This Agreement contains the entire agreement between the parties hereto with respect to the matters contained herein. If any term or provision of this Agreement or any application thereof shall be invalid, illegal or unenforceable, the remainder of this Agreement and any other application thereof shall not be affected thereby. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to conflict of law principles thereof. The exclusive forum for any disputes arising out of or related to this Agreement shall be an appropriate state or federal court situated in New York County in the State of New York.