The www.upkey.com website and the services offered via such site (collectively, the “Site”) are provided by Upkey Corp (“Upkey”) and are subject to the terms set forth herein. If you visit the Site, you agree to be bound by these Terms of Use. Upkey reserves the right to make changes at any time to the Site or these Terms of Use. Any modifications to the Terms of Use will be effective upon posting. Your continued use of the Site following posting of any revised Terms of Use will constitute acceptance of the modified Terms of Use. Permitted Use and Restrictions The Site may include information regarding Upkey, its services and/or other content, including, without limitation, photos, videos, job boards, blogs, user comments, testimonials and/or other data and information proprietary to Upkey or its licensors, as well as links to third party websites. You may download, view, copy and print information, materials and any other aspect of this Site

1. Solely for your personal, informational purposes; and
2. provided that neither the materials, nor any proprietary notices or disclaimers therein, are modified or altered.

You agree you will not interfere, in any way, with others’ use of or access to the Site and will not attempt to gain unauthorized access to the computer system of Upkey or any other Site user.

In addition, you agree not to provide to Upkey any false information, or to otherwise take any other action in connection with your use of the Site which violates any treaty, law or regulation, and to fully comply with all applicable treaties, laws, rules and regulations in your use of the Site.

You agree that you will not use any robot, spider or other automatic device, manual process or application or data mining or extraction tool to access, monitor, copy or use the Site or any portion thereof.

You agree not to take any other action that imposes an unreasonable or disproportionately large load on the Site. Except as expressly provided herein, you may not use, download, upload, reproduce, copy, duplicate, print, display, perform, republish, sell, license, post, transmit, disseminate, redeliver using “framing technology,” otherwise distribute, or commercially exploit in any way the Site or any portion thereof or any information or content on the Site, without the prior written permission of Upkey or its licensors.

The Site allows you to upload your information, videos, and other information, data and/or materials to Upkey through or in association with the Site (collectively, “User Content”).

You acknowledge that you are responsible for the User Content you submit through the Site, and that you, and not Upkey, will bear full responsibility for each item of User Content, including its legality, reliability, appropriateness, originality and copyright. Except where otherwise expressly provided by Upkey, all such User Content shall be considered non-confidential.

You retain all rights, title and interest in and to any and all User Content that you provide via the Site. Nonetheless, you agree that by submitting any User Content to Upkey on or through the Site, you hereby grant to Upkey a non-exclusive, perpetual, irrevocable, worldwide, unrestricted, sublicenseable, royalty-free right and license to reproduce, modify, adapt, publish, translate, create derivative works based on, distribute, perform, display and/or otherwise use any such User Content in our sole discretion, including incorporating any such User Content in other works in any form, media, or technology now known or hereafter developed.

Your user content may include videos regarding professional experience for submittal to potential employers (each, a “Video”), as well as testimonials relating to your personal experiences (each, a “Testimonial”). You agree that Upkey is under no obligation to use your Testimonial.

By submitting a Video and/or Testimonial, you hereby consent to Upkey’s use of your Video and/or Testimonial, along with your likeness, voice, name, city and state of residence and/or any statements made in such Video or Testimonial, in accordance with the User Content license granted above (including the submission of your Video to, or otherwise sharing of your Video with, potential employers).

Testimonials may be used in connection with the creation of marketing/sales collateral, website content (including, without limitation, this Site), or any audiovisual works to be used by us or a third party authorized by us, either as a complete unit or in segments or in any derivative form, in any way we deem appropriate and for any purpose whatsoever in any medium including, without limitation, social media sites and other Internet sources.

You waive any rights of privacy and publicity, moral or other rights you may have in any such Video and/or Testimonial. You agree not to upload on or transmit to or via the Site any User Content which:

• Infringes or otherwise violates any copyright, patent, trademark, trade secret, trade names, company names or other proprietary right;
• Is defamatory, libelous, expresses hate, or is unlawfully threatening;
• Is pornographic, obscene or exploitative of a minor;
• Contains or embodies a virus, worm, Trojan horse or other contaminating or destructive feature; or
• Otherwise violates any applicable treaty, law, rule or regulation.

Upkey Does Not Endorse Comments of Users Upkey does not necessarily endorse, support, sanction, encourage, verify, or agree with any comments, opinions, or statements of third parties as may be displayed on or transmitted via the Site.

Any information or material placed on the Site by third parties are the views and responsibility of those who post the statements, and do not necessarily represent the views of Upkey.

You acknowledge you are fully responsible for all activities that occur through the use of any password, user ID or other access methods (each, an “Access Method”) you may be granted as a registered member of the Site, whether or not such use is authorized by you.

You agree not to access or attempt to access any password-protected portions of the Site without an authorized Access Method or through any means other than by utilizing your authorized Access Method on the appropriate web page or web tools. Unauthorized Use of the Site Upkey reserves the right to investigate and take legal action against any illegal and/or unauthorized use of the Site.

Our decision not to pursue legal action for any violation of these Terms of Use shall not be construed as a waiver of any provision of these Terms of Use or any legal rights of Upkey.

The terms of Upkey’s Privacy Statement are hereby incorporated as part of these Terms of Use. Privacy Statement. Disclaimer of Warranties and Limitation of Liability.

YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE, OR ANY INFORMATION, CONTENT, SERVICES AND/OR MATERIALS CONTAINED IN, ACCESSED VIA, OR DESCRIBED ON THE SITE, IS AT YOUR OWN RISK, AND THAT ALL SUCH INFORMATION, CONTENT, SERVICES AND MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, UPKEY DOES NOT MAKE ANY, AND HEREBY DISCLAIMS ALL, REPRESENTATIONS AND/OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE AVAILABILITY, OPERATION AND USE OF THE SITE, OR ANY INFORMATION, CONTENT, SERVICES OR MATERIALS ON OR ACCESSED VIA THE SITE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. FURTHER, UPKEY DOES NOT REPRESENT OR WARRANT THAT ANY OF THE INFORMATION ACCESSIBLE VIA THE SITE IS ACCURATE, COMPLETE OR CURRENT, AND UPKEY IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS THEREIN OR FOR ANY ADVERSE CONSEQUENCES RESULTING FROM YOUR RELIANCE ON ANY ASPECT OF THE SITE. MOREOVER, WHILE WE MAKE REASONABLE EFFORTS TO ENSURE THE SECURITY OF OUR SYSTEMS, UPKEY MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SITE WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS. IN NO EVENT SHALL UPKEY OR ITS AFFILIATES, OR THE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF UPKEY OR ITS AFFIALITES (COLLECTIVELY, THE “UPKEY PARTIES”) CERTAIN STATE LAWS DO NOT PERMIT LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, AND THUS SOME OR ALL OF THE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS ABOVE MAY NOT APPLY TO YOU.

You agree to indemnify and hold the Upkey Parties harmless from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys’ fees, disbursements and court costs) incurred by any of the Upkey Parties arising from or in connection with

• Your use of the Site, or any information, content, services or materials contained, displayed or available therein
• Your violation of these Terms of Use
• Any User Content provided by you to Upkey; and/or
• Your violation of any rights of any third party

UPKEY, the UPKEY logo and other marks or names that may be displayed on the Site are the proprietary service marks or trademarks of Upkey or other third parties. Upkey’s marks may not be used in connection with any product or service that is not Upkey’s, in any manner that is likely to cause confusion among consumers, or to disparage or discredit Upkey. All trademarks and service marks not owned by Upkey that appear on the Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Upkey.

You may not use, copy, modify or display any of the trademarks, service marks, trade names, company names or logos appearing on the Site without the express written permission of the respective owner thereof. All content on this Site (other than User Content), including, but not limited to, works of authorship, software, design, text, graphics, photos, videos, job boards, blogs, articles, logos, button icons, images and data compilations; any improvements or modifications to such content; any derivative works based on any of the foregoing; and the collection, arrangement and assembly of all such content on the Site, are the property of Upkey or its licensors and are protected by United States and international copyright and other intellectual property laws. Nothing in these Terms of Use shall be deemed to grant to you or any other user any license or right in or to any copyright, trademark, trade secret, trade name, company name or other proprietary right of Upkey or any other individual or entity.

You acknowledge that, at any time, the Site may include links to the websites of third parties. Additionally, the Site may display advertisements from third parties, such as banner advertisements and pop-up texts, and links to the sites of such advertisers. Upkey is not responsible for the content of such advertisements or any links, or any products, services or other materials relating to such advertisements, any linked site, or any link contained in a linked site.

The display of any advertisement or link does not imply endorsement by Upkey of the advertisement or linked site or any content therein. IN NO EVENT WILL UPKEY BE LIABLE, DIRECTLY OR INDIRECTLY, TO ANYONE FOR ANY DAMAGE OR LOSS ARISING FROM OR RELATING TO ANY USE, CONTINUED USE OR RELIANCE ON ANY ADVERTISEMENT DISPLAYED ON THE SITE, OR ANY PRODUCTS, SERVICES OR OTHER MATERIALS RELATING TO ANY SUCH ADVERTISEMENT, ANY LINKED THIRD PARTY SITE, OR ANY LINK CONTAINED IN A LINKED SITE. Modification or Discontinuance of the Site by Upkey At any time, without notice to you, and for any or no reason, Upkey may modify or discontinue the Site or any other services provided therein.

Upkey shall in no way be held liable for any consequence which results from Upkey’s decision to modify or discontinue providing the Site or any other services provided therein. Denial of Access Upkey may prohibit you from using or accessing the Site or any services available thereon for any or no reason, at any time, in its sole discretion, without notice to you.

Governing Law The laws of the State of Illinois will govern these Terms of Use, without giving effect to any principles of conflicts of laws. You agree that any action arising out of the Terms of Use or your use of the Site shall be brought in state or federal court in Chicago, Illinois, and you consent to the jurisdiction of such courts. Miscellaneous You may not assign or otherwise transfer these Terms of Use or any rights or obligations hereunder.

Upkey’s failure to act on any breach of any provision hereof shall not be construed as a waiver of the enforcement of any provision unless Upkey agrees to such waiver in writing. If any portion of these Terms of Use is deemed unlawful, void or unenforceable, that portion will be deemed severable and will not affect the validity or enforceability of the remaining provisions.

These Terms of Use set forth the entire understanding between you and Upkey with respect to the use of the Site and supersede any prior or contemporaneous communications, representations, or agreements, whether oral or written, between you and Upkey with respect to such subject matter. Contact If you have any questions relating to these Terms of Use, the Site or Upkey, please contact: help@upkey.com.

Notice and Procedure for Making Claims of Intellectual Property Infringement Upkey respects the intellectual property rights of others. If you believe that any content on this Site may infringe your copyrights or other intellectual property rights, please provide Upkey the written information specified below. Please note that this procedure is exclusively for notifying Upkey that your intellectual property rights have been infringed.

• An electronic or physical signature of the person authorized to act on behalf of the owner of the intellectual property interest.
• A description of the intellectual property right that you claim has been infringed
• A description of where the material that you claim is infringing is located on the Site;
• Your address, telephone number, and e-mail address
• A statement by you that you have a good faith/belief that the disputed use is not authorized by the intellectual property owner, its agent, or the law
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the intellectual property owner or authorized to act on the intellectual property owner’s behalf.

Upkey’s agent for notice of claims of copyright infringement or other intellectual property infringement on the Site can be reached as follows: Intellectual Property Agent Upkey support@upkey.com 103534491