PLEASE READ THESE TERMS OF USE CAREFULLY. BY ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICE.
By creating an account, accessing, or using the Udown mobile application and associated services (collectively, the "Service"), you agree to be bound by these Terms of Use ("Terms"), our Privacy Policy, and our Community Guidelines, all of which are incorporated herein by reference.
You must be at least eighteen (18) years of age to use the Service. By using the Service, you represent and warrant that you: (a) are at least eighteen (18) years of age; (b) have the legal capacity to enter into a binding agreement; (c) are not prohibited from using the Service under applicable law; (d) have not been previously banned from the Service; and (e) will comply with these Terms and all applicable laws and regulations.
You must register for an account to access certain features of the Service. You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate, current, and complete. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You shall notify us at support@udown.me immediately if your account is compromised.
Udown provides a platform for users to create, discover, and participate in social events and to communicate with other users. Udown is solely a technology platform and does not organize, host, endorse, supervise, or control any events or offline interactions between users.
UDOWN DOES NOT CONDUCT CRIMINAL BACKGROUND CHECKS, IDENTITY VERIFICATION BEYOND BASIC ACCOUNT CREATION, SEX OFFENDER REGISTRY CHECKS, OR OTHER SCREENINGS OF ITS USERS. YOU ARE SOLELY RESPONSIBLE FOR CONDUCTING YOUR OWN DUE DILIGENCE REGARDING OTHER USERS.
We reserve the right to modify, suspend, or discontinue the Service (or any part thereof) at any time, with or without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Service.
You agree to use the Service only for lawful purposes and in accordance with these Terms and the Community Guidelines. You are solely responsible for your conduct and any content you submit, post, or display on or through the Service.
You agree NOT to use the Service to:
Illegal Activities and Exploitation:
Fraud and Deception:
Harassment and Harm:
Platform Integrity:
If you become aware of any illegal activity, human trafficking, exploitation, or imminent threat to safety occurring through or in connection with the Service, you must immediately report such activity to Udown at support@udown.me and, where appropriate, to local law enforcement or the National Human Trafficking Hotline (1-888-373-7888).
You retain ownership of content you submit, post, or display on or through the Service ("User Content"). By submitting User Content, you grant Udown a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, distribute, and display such User Content solely for the purpose of operating and providing the Service functionality.
You represent and warrant that: (a) you own or have the necessary rights to submit User Content; (b) User Content does not infringe any third-party rights; and (c) User Content complies with these Terms and all applicable laws.
We reserve the right, but have no obligation, to monitor, review, or remove User Content at our sole discretion, without notice, for any reason, including violation of these Terms.
The Service, including its design, features, functionality, and content (excluding User Content), is owned by Udown and protected by copyright, trademark, and other intellectual property laws. You may not copy, modify, distribute, sell, or lease any part of the Service without our prior written consent.
If you believe that content on the Service infringes your copyright, please submit a DMCA notice to our designated agent at support@udown.me containing: (a) identification of the copyrighted work; (b) identification of the infringing material; (c) your contact information; (d) a statement of good faith belief; (e) a statement of accuracy under penalty of perjury; and (f) your physical or electronic signature.
UDOWN IS SOLELY A PLATFORM FOR EVENT DISCOVERY AND USER COMMUNICATION. WE DO NOT ORGANIZE, HOST, SUPERVISE, MANAGE, OR CONTROL ANY OFFLINE EVENTS, MEETUPS, OR INTERACTIONS BETWEEN USERS.
Event Responsibility; Invitations. The User who organizes, invites or promotes an event on the Platform (“Event Organizer”) shall have sole and exclusive responsibility for the planning, invitation, promotion, management, and execution of the Event, including without limitation all communications and invitations issued to participants and guests. The Event Organizer assumes all responsibility for the conduct of the Event and the actions and participation of all attendees.
Age-Restricted Activities. Without limiting the foregoing, the Event Organizer shall be solely responsible for ensuring compliance with all applicable federal, state, and local laws, rules, and regulations relating to the Event, including any requirements concerning the service or consumption of alcohol, gaming or gambling activities, or any other activities restricted to individuals twenty-one (21) years of age or older. The Event Organizer shall verify, by appropriate and commercially reasonable means (including government-issued photo identification), that all participants engaging in such age-restricted activities meet the applicable age requirements and shall deny access to any individual who fails to provide valid proof of age.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICE AND PARTICIPATION IN ANY OFFLINE INTERACTIONS WITH OTHER USERS IS AT YOUR SOLE RISK. YOU ASSUME ALL RISKS ASSOCIATED WITH MEETING OTHER USERS IN PERSON, INCLUDING BUT NOT LIMITED TO RISKS OF:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY RELEASE, DISCHARGE, AND HOLD HARMLESS UDOWN AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, AND ASSIGNS FROM ANY AND ALL CLAIMS, DEMANDS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS' FEES) ARISING OUT OF OR RELATING TO: (A) YOUR USE OF THE SERVICE; (B) YOUR INTERACTIONS WITH OTHER USERS, WHETHER ONLINE OR OFFLINE; (C) ANY EVENTS YOU CREATE, ATTEND, OR PARTICIPATE IN; OR (D) THE CONDUCT OF OTHER USERS.
IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. UDOWN DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
UDOWN MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING: (A) THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT ON THE SERVICE; (B) THE CONDUCT, IDENTITY, OR INTENTIONS OF OTHER USERS; (C) THE SAFETY OF ANY EVENTS OR OFFLINE INTERACTIONS; OR (D) THE SUITABILITY OF THE SERVICE FOR ANY PARTICULAR PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
UDOWN SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, REGARDLESS OF WHETHER UDOWN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
UDOWN'S TOTAL AGGREGATE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) FIFTY DOLLARS ($50.00); OR (B) THE AMOUNTS PAID BY YOU TO UDOWN IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.
You agree to indemnify, defend, and hold harmless Udown and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Service; (b) your User Content; (c) your violation of these Terms; (d) your violation of any applicable law or regulation; (e) your violation of any third-party rights; or (f) your interactions with other users, whether online or offline.
You and Udown agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service (collectively, "Disputes") shall be resolved exclusively through binding individual arbitration, rather than in court, except that either party may bring individual claims in small claims court if they qualify.
Arbitration shall be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules. The arbitration shall be conducted in the English language in the county where you reside or in Wilmington, Delaware, at your election. The arbitrator's decision shall be final and binding.
YOU AND UDOWN AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING.
You may opt out of this arbitration agreement by sending written notice to support@udown.me within thirty (30) days of first accepting these Terms. Your notice must include your name, address, and a clear statement that you wish to opt out of arbitration.
This arbitration agreement does not preclude either party from seeking injunctive or other equitable relief in court to prevent imminent harm or enforce intellectual property rights.
You may terminate your account at any time by deleting your account through the Service settings or by contacting us at support@udown.me.
We may suspend or terminate your account and access to the Service at any time, with or without cause, with or without notice, including if we reasonably believe you have violated these Terms. We may also terminate accounts that have been inactive for an extended period.
Upon termination, your right to use the Service will immediately cease. Sections 4.1, 5, 6, 7, 8, 9, 10, 11.3, 12, and 13 shall survive termination.
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. Subject to the arbitration agreement above, any legal action or proceeding arising out of these Terms shall be brought exclusively in the state or federal courts located in Wilmington, Delaware, and you consent to the personal jurisdiction of such courts.
These Terms, together with the Privacy Policy and Community Guidelines, constitute the entire agreement between you and Udown regarding the Service and supersede all prior agreements and understandings.
If any provision of these Terms is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.
The failure of Udown to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
You may not assign or transfer these Terms or your rights hereunder without our prior written consent. Udown may assign these Terms without restriction.
Udown shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.
We may provide notices to you via email, in-app notification, or posting on the Service. You may provide notices to us at support@udown.me.
We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms within the Service and updating the "Last Updated" date. Your continued use of the Service after such changes constitutes acceptance of the modified Terms.
If you have questions about these Terms, please contact us at: