Last revised 
January 2016 1.
    ACCEPTANCE OF TERMS The following agreement
outlines your obligations when using the Upcode Studios website available at https://www.Upcode Studios.com/, 
or any other
websites of Upcode Studios, Inc. or its subsidiaries (collectively, “Upcode
Studios”), 
(each a “Site”).
The Site is owned and operated by Upcode Studios, and is accessed 
by you under
the terms of use described below (“Terms of Use”). 
PLEASE READ
THESE TERMS OF USE CAREFULLY BEFORE ACCESSING OR 
USING THE SITE OR
ANY CONTENT ON THE SITE. BY ACCESSING THE SITE OR ANY CONTENT 
ON THE SITE, YOU
AGREE TO BECOME BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO
NOT AGREE TO ALL THE TERMS AND CONDITIONS, THEN YOU MAY NOT
ACCESS THE SITE OR USE THE CONTENT 
OR ANY SERVICES IN
THE SITE. LEGALSIFTER’S ACCEPTANCE IS EXPRESSLY CONDITIONED 
UPON YOUR ASSENT TO
ALL OF THESE TERMS AND CONDITIONS, TO 
THE EXCLUSION OF
ALL OTHER TERMS; IF THESE TERMS AND CONDITIONS ARE
CONSIDERED AN OFFER BY 
LEGALSIFTER,
ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS. 2.   
 
MODIFICATIONS OF TERMS OF USE Upcode Studios 
reserves the right,
at its sole discretion, to modify or replace the Terms of Use at any
time. If the alterations 
constitute a
material change to the Terms of Use, Upcode Studios 
will notify you by
posting an announcement on the Site. What constitutes a 
“material change”
will be determined at Upcode Studios’s sole discretion, in good 
faith and using
common sense and reasonable judgment. You are responsible for 
reviewing and
becoming familiar with any such modifications. Use of the Site by 
you following such
notification constitutes your acceptance of
the terms and conditions of the Terms of Use as
modified.Last revised 
January 2016  



1.    
ACCEPTANCE OF TERMS The 
following agreement
outlines your obligations when using the Upcode Studios website 
available
at https://www.Upcode Studios.com/, https://www.contractsifter.com/, 
or any other
websites of Upcode Studios, Inc. or its subsidiaries (collectively, “Upcode
Studios”), 
(each a “Site”).
The Site is owned and operated by Upcode Studios, and is accessed 
by you under
the terms of use described below (“Terms of Use”). 
PLEASE READ
THESE TERMS OF USE CAREFULLY BEFORE ACCESSING OR 
USING THE SITE OR
ANY CONTENT ON THE SITE. BY ACCESSING THE SITE OR ANY CONTENT 
ON THE SITE, YOU
AGREE TO BECOME BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO
NOT AGREE TO ALL THE TERMS AND CONDITIONS, THEN YOU MAY NOT
ACCESS THE SITE OR USE THE CONTENT 
OR ANY SERVICES IN
THE SITE. LEGALSIFTER’S ACCEPTANCE IS EXPRESSLY CONDITIONED 
UPON YOUR ASSENT TO
ALL OF THESE TERMS AND CONDITIONS, TO 
THE EXCLUSION OF
ALL OTHER TERMS; IF THESETERMS AND CONDITIONS ARE 
CONSIDERED AN OFFER
BY LEGALSIFTER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS. 2.   
 
MODIFICATIONS OF TERMS OF USE Upcode Studios 
reserves the right,
at its sole discretion, to modify or replace the Terms of Use at any
time. If the alterations 
constitute a
material change to the Terms of Use, Upcode Studios 
will notify you by
posting an announcement on the Site. What constitutes a 
“material change”
will be determined at Upcode Studios’s sole discretion, in good 
faith and using
common sense and reasonable judgment. You are responsible for 
reviewing and
becoming familiar with any such modifications. Use of the Site by 
you following such
notification constitutes your acceptance of
the terms and conditions of the Terms of Use as
modified. 



3.    
CONTENT OWNERSHIP AND USAGE RIGHTS Upcode Studios shall retain all 
worldwide rights in
the intellectual property of the Site and any content on 
the Site,
including, but not limited to, trademarks, the “look and feel” of the 
Site, its color
combinations, layout, and all other graphical elements, and the 
copyright in and to
its original content. You should assume that everything you 
read or see on the
Site is copyrighted or otherwise protected and owned by Upcode Studios, 
or a third party
who licensed the right to use such content to Upcode Studios. 
Unless otherwise
expressly noted, nothing that you read or see on the Site or 
other site content,
or any of the source code or HTML code that Upcode Studios uses 
to generate the
Site may be copied, reproduced, modified, distributed, transmitted, 
republished,
displayed, or performed for commercial use without the prior 
written consent of Upcode
Studios, except as provided in the Terms of Use, without prior
written consent 
or otherwise
permitted by relevant law. 4.     USE OF SOFTWARE To the 
extent that Upcode
Studios provides for the download of Upcode Studios software from 
the Site and any
information or documentation related thereto (collectively 
“Software”), such
Software is protected by the applicable copyright, patent or 
other intellectual
property rights of either Upcode Studios or the third-party 
licensor. Any use
of the Software is subject to the terms of the applicable end-user or
other 
license terms contained
in the files for such 
Software. You are
permitted to use the Software for your personal, 
non-commercial use
or legitimate internal business purposes related to your 
role as a
contractor of Upcode Studios, partner of Upcode Studios, or current or 
prospective customer
of Upcode Studios. As between the parties, Upcode Studios solely 
shall own and
hereby retains all rights, title and interest in and to the 
Software
(including, without limitation, all patent, copyright, trademark, 
trade secret and
other intellectual or industrial property rights embodied in 
the Software). You
shall not reverse engineer or attempt to discover any source 
code or underlying
ideas or algorithms of any Software (except to the extent 
that applicable law
expressly prohibits such a reverse engineering restriction 
or to the extent
the specific Software was provided in source code form by Upcode Studios). 



INDEMNITY You will
indemnify and hold harmless Upcode Studios, its parents, 
subsidiaries,
affiliates, customers, vendors, officers and employees from any 
liability, damage
or cost (including reasonable attorneys. fees and cost) from 
(i) any claim or
demand made by any third party due to or arising out of your 
access to or use of
the Site or any content on the Site, (ii) violation of the Terms of
Use by you, or (iii) the 
infringement by you
of any intellectual property or other right of any person 
or entity. WARRANTY
DISCLAIMERS Diligent care has been taken in acquiring and 
providing the
information included and posted on the Site. Nonetheless, Upcode Studios 
makes no guarantee
or warranty, express or implied, as to the reliability, 
accuracy,
timeliness or completeness of that information and assumes no 
responsibility for
any errors or omissions therein. USER ACCESSES THIS SITE AT 
HIS OR HER OWN
RISK. THE SITE AND ALL CONTENT ON THE SITE IS PROVIDED ON AN “AS 
IS, AS AVAILABLE”
BASIS WITHOUT WARRANTY OF ANY KIND AND ANY AND ALL WARRANTIES 
OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSEOR NON-INFRINGEMENT ARE 
SPECIFICALLY
DISCLAIMED. NEITHER LEGALSIFTER NOR ITS AFFILIATES, EMPLOYEES, 
AGENTS OR THIRD
PARTY CONTENT PROVIDERS SHALL BE LIABLE FOR ANY LOSS RESULTING 
FROM USE OR
UNAVAILABILITY OF INFORMATION OR CONTENT ON THIS SITE, INCLUDING 
BUT NOT LIMITED TO
ANY LOST PROFITS, LOSS OR DAMAGE TO DATA, OR ANY DIRECT, 
INDIRECT, SPECIAL,
CONSEQUENTIAL, COMPENSATORY OR INCIDENTAL DAMAGES, EVEN IF 
THEY HAVE BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS DISCLAIMER IS 
APPLICABLE TO ANY
DAMAGE OR INJURY RESULTING FROM NEGLIGENCE OR OMISSION OF 
LEGALSIFTER,
COMPUTER VIRUS OR OTHER SIMILAR ITEM, TELECOMMUNICATIONS ERRORS, 
OR UNAUTHORIZED
ACCESS TO OR USE OF USER INFORMATION THROUGH THEFT OR ANY OTHER 
MEANS. LEGALSIFTER
IS NOT LIABLE FOR CRIMINAL, TORTIOUS, OR NEGLIGENT ACTIONS 
OR OMISSIONS OF
THIRD PARTIES THAT AFFECT THIS SITE. IN NO EVENT WILL 
LEGALSIFTER OR ANY
OF ITS AFFILIATES, AGENTS, EMPLOYEES, ASSIGNS OR THIRD PARTY 
CONTENT PROVIDERS
BE HELD LIABLE FOR ANY TORTIOUS OR ILLEGAL CONDUCT OF OTHER 
USERS. IN NO EVENT
WILL LEGALSIFTER OR ANY OF ITS AFFILIATES, AGENTS, EMPLOYEES 
OR ASSIGNS BE HELD
LIABLE FOR ANY DAMAGE TO EQUIPMENT, HARDWARE OR OTHER PROPERTY 
OF USER OR PERSONAL
INJURY THAT ARISES IN CONNECTION WITH USE OF THE SITE. 



7.    
LINKING AND FRAMING Upcode Studios does not object to links on 
third-party sites
to the homepage of the Site in an appropriate context. 
However, “framing”
or “mirroring” the Site or any of its content is prohibited 
without the prior
written consent of Upcode Studios. The Site may provide links to 
other sites or
resources available on the Internet. Because Upcode Studios has no 
control over such
sites and resources, you acknowledge and agree that Upcode Studios 
is not responsible
for the availability of such external sites or resources, 
and does not
endorse and is not responsible or liable for any content, 
advertising,
products or other materials on or available from such sites or 
resources. You
further acknowledge and agree that Upcode Studios shall not be 
responsible or
liable, directly or indirectly, for any damage or loss caused or 
alleged to be
caused by or in connection with use of or reliance on any such 
content, goods or
services available on or through any such site or resource. 
8.    
TRADEMARKS AND TRADE NAMES The company name, graphics, logos, 
designs, page
headers, button icons, scripts, and other product and service 
names are the
trademarks and trade names of Upcode Studios. Upcode Studios’s trademarks 
and trade names may
not be used, including as part of trademarks and/or as part 
of domain names, in
connection with any product or service in any manner that 
is likely to cause
confusion. ELECTRONIC COMMUNICATIONS We use reasonable security 
measures and take
reasonable system, process and administrative precautions to 
protect the
security and integrity of email and other electronic communications 
that you may send
to us. Despite all these precautions, no method of 
transmission over
the Internet is entirely secure and we cannot guarantee the 
confidentiality or
security of the electronic communications or its contents. 
You transmit such
information at your own risk and you should decide very 
carefully which
information you want to send us via any electronic 
communication. 



10.    
SECURITY Users are prohibited from violating or attempting to 
violate the
security of the site. Upcode Studios will investigate occurrences of 
possible violations
and will cooperate with all applicable law enforcement 
authorities in
prosecuting violators. 11.     UNITED STATES 
GOVERNMENT RIGHTS
The Software is a “commercial item” as defined at 48 C.F.R. 
2.101, consisting
of “commercial computer software”, “commercial computer 
software
documentation” and “commercial services”. If you are a U.S. 
governmental
entity, then you acknowledge and agree that (i) use, duplication, 
reproduction,
release, modification, disclosure, or transfer of the Software 
and any related
documentation of any kind, including, without limitation, 
technical data and
manuals, will be restricted in accordance with Federal 
Acquisition
Regulation 12.212 for civilian purposes and Defense Federal 
Acquisition
Regulation Supplement 227.7202 for military purposes, (ii) the 
Software were
developed fully at private expense and (iii) all other use of the 
Software except in
accordance with the license grant provided above is strictly 
prohibited. 12.
    MISCELLANEOUS The Terms of Use constitutes the entire 
agreement between
users of the Site and Upcode Studios, and regarding the subject 
matter hereof. If
you breach any term of the Terms of Use, Upcode Studios may
pursue any 
legal or equitable
remedy available, including but not limited to, direct, 
consequential, and
punitive damages and injunctive relief. Upcode Studios’s 
remedies are
cumulative and not exclusive. Failure of Upcode Studios to exercise 
any remedy or
enforce any portion of the Terms of Use at 
any time shall not
operate as a waiver of any remedy or of the right to enforce 
any portion of the
Agreement at any time thereafter. Users of this Site are 
responsible for
compliance with all applicable regulations and laws. Any 
dispute arising out
of the Terms of Use 
shall be governed
by the laws of Pennsylvania, notwithstanding any conflicts of 
law principles. Any
action relating to the Terms of Use must 
be filed and
maintained in a court in the state of Pennsylvania, USA, and users 
consent to exclusive
jurisdiction and venue in such courts for such purpose.

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