UPTIME LICENSE AGREEMENT

UPTIME LICENSE AGREEMENT

By submitting a Hack, collection, etc. or otherwise uploading materials to Uptime, you hereby grant to Uptime a worldwide, non-exclusive, royalty-free, sublicensable and transferable license (“Content License”) to copy, reproduce, distribute, transmit, disseminate, prepare derivative works of, display, and perform, and otherwise use, by any and all means now known or hereinafter invented, all of the content that you upload, submit, or otherwise provide to Uptime (“Your Content”) by any means (the “Licensed Rights”).  Without limiting the foregoing, you hereby agree that the Licensed Rights in and to Your Content subject to the Content License shall include all of the following rights:

• the rights to use Your Content, and derivative works thereof, in connection with the Uptime App, and all other services and websites and in connection with Uptime’s business, including without limitation, for promoting and redistributing part or all of the services provided by the Uptime App (the “Service”) in any and all media formats and through any and all media channels by any and all means now known or hereinafter invented;
• the rights to host, cache, store, copy, transmit, perform, display, broadcast, stream and transmit Your Content by any means now known or hereinafter invented; 
• the rights to make copies of and otherwise reproduce Your Content on the Uptime App, as well as on Uptime’s computers and for use on Uptime’s website/s; 
• the rights to make copies of and otherwise reproduce Your Content in the random access memory of computers and other devices operated by users accessing Your Content in, at, on, through, or in association with, the Service, and/or any other website or service provided by Uptime or any of its licensees;
• all other rights required for Uptime to grant to the users of the Service, the rights to access and/or stream Your Content from and/or through the Uptime App, including without limitation, the right to grant to such users the right to create ephemeral copies of Your Content in the random access memory of their computers and all other devices now known or hereinafter invented that are capable of accessing the Uptime App or the Service including, without limitation, mobile devices and computers, etc.; 
• the right, but not the obligation, to associate and publish information with Your Content, including without limitation, information provided by or about you, and descriptions, critiques and evaluations of Your Content; 
• the right to modify, edit, adapt, prepare and format Your Content as Uptime deems in its sole discretion is appropriate for the limited purposes of formatting the Your Content for for optimizing the quality of Your Content and otherwise as Uptime deems appropriate to effectuate the licensed use of Your Content as contemplated by this Agreement; and 
• the right to remove, replace, take down, put back up, suspend, temporarily terminate, and/or permanently terminate the use of, any and all of Your Content in, at, on, through and/or in association with, Uptime or the Uptime App at any time.

End User License. You also hereby grant to each user of the Uptime App a non-exclusive license to access Your Content through the Service and to use, reproduce, distribute, display and perform Your Content solely as permitted through the functionality of the Service and under the terms of this Agreement (“User License”).

You Grant Content Licenses and User Licenses Each Time Content Is Submitted. You acknowledge and agree that when you submit Your Content to Uptime, you will, by each such act, be simultaneously granting a Content License and a User License, as set forth above, with respect to and regarding such content you submit.

Termination of License. You acknowledge and agree that any and all licenses granted by you in respect of Your Content shall be perpetual and irrevocable and may only be removed by Uptime.  If you would like any of Your Content (except for comments, if applicable) to be removed from the Uptime App, you must request such removal by contacting Uptime or by using any tools/other means provided by Uptime for removal. You acknowledge and agree that Uptime shall have no liability for failure to remove any of Your Content for any reason. If you wish to remove any of Your Content because you have been informed and/or believe Your Content may contain elements that infringe on the intellectual property rights of another, it is imperative that you make this clear in your request and that you additionally copy <dmca@uptime.app> for immediate attention.  In any event, you remain responsible for all damages as a result of any intellectual property or other infringement and you hereby agree to indemnify Uptime for all such damages without limitation.