TERMS & CONDITIONS

WELCOME TO Engines Up. We (Engines Up, Inc.) hope you find it useful. By accessing or otherwise interacting with our servers, services, websites, mobile app ("App"), or any associated content/postings (together, "Engines Up"), you agree to these Terms of Use ("Terms of Use") (last updated August 16, 2019). You acknowledge and agree Engines Up is a private site owned and operated by Engines Up, Inc. If you are accessing or using Engines Up on behalf of a business, you represent and warrant to Engines Up that you have authority to accept the Terms of Use on behalf of that business and that that business agrees to the Terms of Use. If you do not agree to the Terms of Use, you are not authorized to use Engines Up or download the App. We may modify the Terms of Use at any time in our sole discretion. You are responsible for periodically checking for changes and are bound by them if you continue to use Engines Up. Our privacy policy (www.enginesup.com/privacy_protection), prohibited list (www.enginesup.com/prohibited), and all other policies, site rules, and agreements referenced below or on Engines Up, are fully incorporated into this Terms of Use, and you agree to them as well.

LICENSE. If you agree to the Terms of Use and (1) are of sufficient age and capacity to use Engines Up and be bound by the Terms of Use, or (2) use Engines Up on behalf of a business, thereby binding that business to the Terms of Use, we grant you a limited, revocable, non-exclusive, non-assignable license to use Engines Up in compliance with the Terms of Use; unlicensed use is unauthorized. You agree not to display, "frame," make derivative works, distribute, license, or sell, content from Engines Up, excluding postings you create. You grant us a perpetual, irrevocable, unlimited, worldwide, fully paid/sublicensable license to use, copy, display, distribute, and make derivative works from content you post.

USE. Unless licensed by us in a separate written or electronic agreement, you agree not to use or provide software (except our App and general-purpose web browsers and email clients) or services that interact or interoperate with Engines Up, e.g. for downloading, uploading, creating/accessing/using an account, posting, flagging, emailing, searching, or mobile use. You agree not to copy/collect Engines Up content via robots, spiders, scripts, scrapers, crawlers, or any automated or manual equivalent (e.g., by hand). Misleading, unsolicited, and/or unlawful postings/communications/accounts are prohibited, as is buying or selling accounts. You agree not to post content that is prohibited by any of Engines Up's policies or rules referenced above ("Prohibited Content"). You agree not to abuse Engines Up's flagging or reporting processes. You agree not to collect Engines Up user information or interfere with Engines Up. You agree we may moderate Engines Up access/use in our sole discretion, e.g., by blocking, filtering, re-categorizing, re-ranking, deleting, delaying, holding, omitting, verifying, or terminating your access/license/account. You agree (1) not to bypass said moderation, (2) we are not liable for moderating or not moderating, and (3) nothing we say or do waives our right to moderate, or not. Unless licensed by us in a separate written or electronic agreement, you agree not to (i) rent, lease, sell, publish, distribute, license, sublicense, assign, transfer, or otherwise make available Engines Up or our application programming interface ("API"), (ii) copy, adapt, create derivative works of, decompile, reverse engineer, translate, localize, port or modify the App, the API, any website code, or any software used to provide Engines Up, (iii) combine or integrate Engines Up or the API with any software, technology, services, or materials not authorized by us, (iv) circumvent any functionality that controls access to or otherwise protects Engines Up or the API, or (v) remove or alter any copyright, trademark or other proprietary rights notices. You agree not to use Engines Up or the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

LIQUIDATED DAMAGES. You further agree that if you violate the Terms of Use, or you encourage, support, benefit from, or induce others to do so, you will be jointly and severally liable to us for liquidated damages as follows for: (A) collecting/harvesting Engines Up users' information, including personal or identifying information - $1 per violation; (B) publishing/misusing personal or identifying information of a third party in connection with your use of Engines Up without that party's express written consent - $1,000 per violation; (C) misrepresenting your identity or affiliation to anyone in connection with your use of Engines Up - $1,000 per violation; (D) posting or attempting to post Prohibited Content - $4 per violation; (E) posting or attempting to post Prohibited Content in any paid section of Engines Up - the price per post applicable to that section of Engines Up; (F) sending an unauthorized/unsolicited email to an email address obtained from Engines Up - $25 per violation; (G) using Engines Up user information to make/send an unauthorized/unsolicited text message, call, or communication to a Engines Up user - $500 per text/call/communication; (H) creating a misleading or unlawful Engines Up account or buying/selling a Engines Up account - $4 per violation; (I) abusing or attempting to abuse Engines Up's flagging or reporting processes - $1 per violation; (J) distributing any software to facilitate violations of the USE Section - $1,000 per violation; (K) aggregating, displaying, framing, copying, duplicating, reproducing, making derivative works from, distributing, licensing, selling, or exploiting Engines Up content for any purpose without our express written consent - $3,000 for each day you engage in such violations; (L) requesting, viewing, or accessing more than 1,000 pages of Engines Up in any 24-hour period - $0.25 per page during the 24 hour period after the first 1,000 pages; (M) bypassing or attempting to bypass our moderation efforts - $4 per violation. You agree that these amounts are (1) a reasonable estimate of our damages (as actual damages are often difficult to calculate), (2) not a penalty, and (3) not otherwise limiting on our ability to recover under any legal theory or claim, including statutory damages and other equitable relief (e.g., for spam, we can elect between the above liquidated damages or statutory damages under the anti-spam statute). You further agree that repeated violations of the USE section will irreparably harm and entitle us to injunctive or equitable relief, in addition to monetary damages.

FEES. When you make a paid posting (www.enginesup.com/fees), you authorize us to charge your account. Any tax is additional. Fees are non-refundable, even for posts we remove, delay, omit, re-categorize, re-rank, or otherwise moderate. We may refuse any posting.

DISCLAIMER & LIABILITY. To the full extent permitted by law, Engines Up, Inc., and its officers, directors, employees, agents, licensors, affiliates, and successors in interest ("Engines Up Entities") (1) make no promises, warranties, or representations as to Engines Up, including its completeness, accuracy, availability, timeliness, propriety, security or reliability; (2) provide Engines Up on an "AS IS" and "AS AVAILABLE" basis and any risk of using Engines Up is assumed by you; (3) disclaim all warranties, express or implied, including as to accuracy, merchantability, fitness for a particular purpose, and non-infringement, and all warranties arising from course of dealing, usage, or trade practice; and (4) disclaim any liability or responsibility for acts, omissions, or conduct of you or any party in connection with Engines Up. Engines Up Entities are NOT liable for any direct, indirect, consequential, incidental, special, punitive, or other losses, including lost profits, revenues, data, goodwill, etc., arising from or related to Engines Up, and in no event shall such liability exceed $100 or the amount you paid us in the year preceding such loss. Some jurisdictions restrict or alter these disclaimers and limits, so some may not apply to you.

CLAIMS & INDEMNITY. Any claim, cause of action, demand, or dispute arising from or related to Engines Up ("Claims") will be governed by the internal laws of California, without regard to conflict of law provisions, except to the extent governed by US federal law. Any Claims will be exclusively resolved by courts in Los Angeles, CA (except we may seek preliminary or injunctive relief anywhere). You agree to (1) submit to the personal jurisdiction of courts in Los Angeles, CA; (2) indemnify and hold Engines Up Entities harmless from any Claims, losses, liability, or expenses (including attorneys' fees) that arise from a third party and relate to your use of Engines Up; and (3) be liable and responsible for any Claims we may have against your officers, directors, employees, agents, affiliates, or any other party, directly or indirectly, paid, directed or controlled by you, or acting for your benefit.

TRADEMARKS. Engines Up, "Engines Up" and the symbol logo, software development, website display and associated software are registered trademarks with the U.S. Patent and Trademark Office and with multiple trademark offices around the world.

MISC. Unless you have entered into a separate written or electronic agreement with us that expressly references the Terms of Use, this is the exclusive and entire agreement between us and you, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral. Users complying with prior written licenses may access Engines Up thereby until authorization is terminated. Our actions or silence toward you or anyone else does not waive, modify, or limit the Terms of Use or our ability to enforce it. The USE, LIQUIDATED DAMAGES, and CLAIMS & INDEMNITY sections survive termination of the Terms of Use, and you will remain bound by those sections. If a Terms of Use term is unenforceable, it shall be limited to the least extent possible and supplemented with a valid provision that best embodies the intent of the parties. The English version of the Terms of Use controls over any translations. If you reasonably believe content infringes your IP rights, see www.enginesup.com/dmca