Terms of Service Welcome to UpNext.com. The following are the rules ("Terms") that govern use of the UpNext.com Web site ("Site"). By using or visiting the Site, you expressly agree to be bound by these Terms and to follow these Terms and all applicable laws and regulations governing the Site. UpNext.com ("UpNext") reserves the right to change these Terms at any time, effective immediately upon posting on the Site Permitted Use You agree that you are only authorized to visit, view, and retain a copy of pages of this Site for your own personal use, and that you shall not duplicate, download, publish, modify, or otherwise distribute the material on this Site for any commercial use, or for any purpose other than as described in these Terms. USE VOID WHERE PROHIBITED Use of the Site is void where prohibited. By using this Site, you represent and warrant that you have the right, authority, and capacity to enter into this Agreement and to abide by all the Terms and Conditions of this Agreement. Registering with UpNext.com In order to take advantage of certain features on the Site, you may be required to register with UpNext. For example, you may be required to register with UpNext if you want to set up an account. You may also be required to register with UpNext if you want to post consumer reviews of certain businesses in your community. UpNext's use of any personal information that you provide to UpNext.com during any registration process is governed by UpNext's privacy policy. UpNext Account If you register for an account, you will be allowed to save and personalize UpNext content, receive and view offers from businesses listed on the UpNext system, and post ratings and reviews about UpNext businesses and other user reviews. By having an account with UpNext, you agree to take full responsibility for maintaining the confidentiality of your account user name, password, and all related activity that occurs under your account user name. If you violate these Terms, UpNext may, at its sole discretion, terminate your accounts, remove or modify any account-related content or access (including, but not limited to, reviews, newsletters, and user profile information), or take any other action that UpNext believes is appropriate. Posting Reviews on UpNext.com UpNext reserves the right, but not the obligation, to refuse to post or to remove any Review if it contains or features any of the following: Unacceptable Content: Offensive, harmful and/or abusive language, including without limitation: expletives, profanities, obscenities, harassment, vulgarities, sexually explicit language and hate speech (e.g., racist/discriminatory speech.) References to illegal activity, malpractice, purposeful overcharging, false advertising or health code violations (e.g., food poisoning, foreign objects in food, etc.) Reviews submitted by the reviewed business's employees (past or present) or competitors as determined by UpNext. Reviews that do not address the goods and services of the business or reviews with no qualitative value (e.g., "this place is great!") as determined by UpNext in its sole discretion. Reviews commenting on other users. Content that contains personal attacks or describes physical confrontations and/or sexual harassment. Excessive damage caused by business or service to person or property. Personal information or messages including email addresses, URLs, phone numbers and postal addresses. Messages that are advertising or commercial in nature, or are inappropriate based on the applicable subject matter. Language that violates the standards of good taste or the standards of this website, as determined by UpNext in its sole discretion. Content determined by UpNext to be illegal, or to violate any federal, state, or local law or regulation or the rights of any other person or entity. Language intended to impersonate other users (including names of other individuals) or offensive or inappropriate user names or signatures. Content that is not in English, that is encrypted or that contains viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, interfere with, intercept or appropriate any system, data or personal information. Reviews are not endorsed by UpNext.com Reviews do not reflect the views of UpNext or its employees, officers, directors, or shareholders. UpNext does not assume responsibility or liability for any Review or for any claims, damages, or losses resulting from any use of the Site or the materials contained therein. Reviews are owned by UpNext.com Reviews that are submitted to UpNext shall be owned exclusively and in perpetuity by UpNext. Such exclusive ownership means that UpNext, its parent, subsidiary, and/or affiliated companies have the unrestricted, perpetual, and exclusive right to use, reproduce, modify, translate, transmit, and distribute any and all materials and communications regarding and including submitted Reviews. UpNext is under no obligation to give credit or pay any consideration to you for your Reviews. Contact Us If you see objectionable content or have any questions about these Terms of Use, please contact UpNext at ratings@UpNext.com. Links and Search Results The Site may automatically produce search results that reference or link to third-party sites throughout the World Wide Web. UpNext has no control over these sites or the content within them. UpNext cannot guarantee, represent, or warrant that the content contained in these sites is accurate, legal, and/or inoffensive. UpNext does not endorse the content of any third-party site, nor do we warrant that it will not contain viruses or otherwise impact your computer. By using the Site to search for or link to another site, you agree and understand that you may not make any claim against UpNext for any damages or losses, whatsoever, resulting from your use of the Site to obtain search results or to link to another site. If you have a problem with a link from the Site, please notify UpNext at legal@UpNext.com, and UpNext will investigate your claim and take any actions UpNext deems appropriate at our sole discretion. Business listings located on UpNext are selected for display in search results based primarily on their content in relation to the user-provided search terms. Consequently, both customer and non-customer listings will be included in a search results list, and UpNext will not discriminate based on whether a business is a customer with regard to placement or inclusion in the business listings. UpNext customers do not pay to be included in certain search result listings or to retain a specific ranking. However, due to the fact that UpNext customers typically provide more content relative to their non-customer counterparts (e.g., in the form of offers, business biographies, etc.), it is possible that UpNext customers will be displayed at a higher ranking in a search results page. UpNext customer listings may be rotated within the search results due to a number of factors, none of which are determined by paid inclusion or paid placement. Thus, such variable placement of UpNext customers is not intended to displace non-customer search results placement or inclusion. Indeed, non-customers with a good deal of quality content could appear higher on search result returns than UpNext customers. Offline Conduct Although UpNext cannot monitor the conduct of its users off the Site, it is a violation of these rules to use any information obtained from this Site in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to any user without his/her prior explicit consent. Access and Interference You agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our Web pages or the content contained thereon or for any other unauthorized purpose without our prior expressed written permission. You agree that you will not use any device, software, or routine to interfere or attempt to interfere with the proper working of the Site. You agree that you will not copy, reproduce, alter, modify, create derivative works from, or publicly display any content (except for your own personal, non-commercial use) from our Web site without the prior expressed written permission of UpNext. Unauthorized Use of the Site Illegal and/or unauthorized uses of the Site, including, but not limited to, unauthorized framing of or linking to the Site or unauthorized use of any robot, spider, or other automated device on the Site, will be investigated and subject to appropriate legal action, including, without limitation, civil, criminal, and injunctive redress. Children You may not use the Site if you are under thirteen (13) years of age. Violation of the Terms You agree that monetary damages may not provide a sufficient remedy to UpNext for violations of these terms of use and you consent to injunctive or other equitable relief for such violations. DISCLAIMERS UPNEXT DOES NOT PROMISE THAT THE SITE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT IT WILL PROVIDE SPECIFIC RESULTS FROM USE OF THE SITE OR ANY CONTENT, SEARCH, OR LINK ON IT. THE SITE AND ITS CONTENT ARE DELIVERED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. UPNEXT CANNOT ENSURE THAT FILES YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. UPNEXT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. UPNEXT WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, AND PUNITIVE AND CONSEQUENTIAL DAMAGES. UpNext disclaims any and all liability for the acts, omissions, and conduct of any third-party users, UpNext users, advertisers, and/or sponsors on the Site, in connection with the Site, or otherwise related to your use of the Site. UpNext is not responsible for the products, services, actions, or failure to act of any third party in connection with or referenced on the Site. Without limiting the foregoing, you may report the misconduct of users and/or third-party advertisers or service and/or product providers referenced on or included in the Site to UpNext at legal@UpNext.com. UpNext may investigate the claim and take appropriate action, at its sole discretion. LIMITATION ON LIABILITY EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED, IN NO EVENT WILL UPNEXT BE LIABLE TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF UPNEXT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Disputes If there is any dispute about or involving the Site, you, by using the Site, agree that the dispute will be governed by the laws of the State of Delaware without regard to its conflict-of-law provisions. You agree to personal jurisdiction by and venue in the state and federal courts of the State of Delaware. Indemnity You agree to indemnify and hold UpNext, its subsidiaries, affiliates, officers, agents, and other partners and employees harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Site, including your use of the Site to provide a link to another site or to upload content or other information to the Site.