TERMS OF SERVICES 
By signing up and actively using the Upgrowd program, you agree to all terms and conditions set forth in this membership agreement. Upcrowd may, at any time, choose to edit, add and/or delete portions of this agreement and impose changes without prior notification of its members. We will endeavor to send out a notice to all our members regarding the new terms and/or terms which have changed. If any modification is unacceptable to you, your only recourse is to terminate your Upcrowd account. Your continued participation in Upcrowd following our posting of a change in policy notice or new agreement on our site will constitute your binding acceptance to the change. You agree and acknowledge that you will review this agreement on a regular basis and you further agree that upon logging in and viewing the site you are deemed to have reviewed and accepted the latest revisions/modifications to this membership agreement.

ELIGIBILITY
You must be 16 years of age or older to participate in Upcrowd . Upcrowd is open to US and International members and is void where prohibited by local governing laws.

RESPONSIBILITY OF MEMBERS
You may not sign-up multiple times with different email addresses. Your computer must not be shared with another individual that has an existing Upcrowd account. Upcrowd is limited to one account per household.
You will use your username / password combination to access your account and it is your responsibility to keep this information confidential. You may change this information by logging into your account and following the "My Account" link. You are solely responsible for any and all use of your Upcrowd account including authorization by you to any third party individual who may use your account. Any unauthorized access to your account should be reported immediately.
Should Upcrowd detect any instances of fraud, system abuse, defamation, harassment, foul language, inappropriate conduct in our forum or helpdesk or any type of account activity deemed to be inappropriate or illegal in the sole discretion of Upcrowd , these actions may result in member termination and possible legal action as well as forfeiture of any earned commissions not yet disbursed to you from Upcrowd . In the event that you have taken inappropriate actions in attempting to cheat, steal, lie or any action that would violate the Upcrowd User Agreement or the User Agreement of any 3rd party company that Upcrowd has a partnership agreement with, Upcrowd can at it's own discretion turn over any and all evidence, information, personal data and logs to said 3rd party for possible prosecution or investigation.

Account Selling/Renting:
Upcrowd does not allow you to sell or rent your account. In the event you attempt to sell or rent your account, the account will be limited with no access. Upcrowd is free to join and the selling or renting of your account to make a profit from your activities here is strictly prohibited.

Sponsor Changes:
The changing of or removing an affiliate sponsor is not permitted.

RELATIONSHIP OF THE PARTIES
Nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative or employment relationship between you and Upcrowd . You understand that you do not have authority to make or accept any offers or make any representations on behalf of Upcrowd . You may not make any statement, whether on your site or otherwise, that would contradict anything in this section. You are solely responsible for the reporting and payment of any taxes for money earned from Upcrowd Advertisers and/or Upcrowd .

LIMITATION OF LIABILITY

Upcrowd will not be liable for lost profits, lost business opportunities, or any other indirect, special, punitive, incidental or consequential damages arising out of or related to this Agreement or Upcrowd , even if Upcrowd has been advised of the possibility of such damages. Furthermore, Upcrowd aggregate liability arising under this Agreement will not exceed the amount of the total fees paid or payable to you under this Agreement. The provisions of this section survive termination or expiration of the Agreement. We make no express or implied warranties or representations with respect to the member program or any services or other items advertised through Upcrowd (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors. Upcrowd is not responsible if your PC becomes infected with malware, virus or other program that affects the performance of your PC. It is the member's responsibility to maintain a good anti-virus and anti-malware program on their system. Upcrowd is not responsible for any repair or virus removal bills that may be incurred if the member feels he/she was infected from an ad on our website.

INDEMNIFICATION

You hereby agree to indemnify, defend and hold harmless Upcrowd , its officers, directors, employees, agents, members, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including attorney's fees and costs) of any nature whatsoever incurred or suffered by us (collectively the "Losses").

REPRESENTATIONS AND WARRANTIES

You hereby represent and warrant to us that this member Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms; and that the execution, delivery and performance by you of this member Agreement are within your legal capacity and power; have been duly authorized by all requisite action on your part; require the approval or consent of no other persons; and neither violate nor constitute a default under the provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or the terms of any other agreement, document or instrument applicable to you or binding upon you.

INFORMATION RIGHTS

Upcrowd may retain and use all information you provide, including but not limited to site demographics and contact and billing information. You agree that Upcrowd may transfer and disclose to third parties personally identifiable information about you for the purpose of approving and enabling your participation in the program, including to third parties that reside in jurisdictions with less restrictive data laws than your own. Upcrowd may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Upcrowd disclaims all responsibility, and will not be liable to you, however, for any disclosure of that information by any such third party. Upcrowd may share non-personally-identifiable information about you, including site URLs, site-specific statistics and similar information collected by Upcrowd , with advertisers, business partners, sponsors, and other third parties. In addition, you grant Upcrowd the right to access, index and cache the site(s), or any portion thereof, including by automated means.

PAYMENTS / CASHOUTS
Members may earn by visiting the advertiser websites after they have logged into their Upcrowd account. Members may also have the opportunity to earn by referring new members to Upcrowd when affiliate promotions are in effect. Upcrowd will announce start and end dates for any affiliate promotions offered either by email notification or notification posted on the website. Members can earn a percentage of advertising revenues collected by Upcrowd .
Members will be paid all earnings via their method of choice, as selected from our Cashier. Each payment method has it's own minimum cashout amounts, and fees as stated. These are subject to change at any time.

PRICING
Upcrowd may without warning increase or decrease our prices for account upgrades, ad pack purchases and other advertisements. In the event that we decrease our pricing, Upcrowd will not offer a refund for the difference in pricing to any member who made a purchase at the higher price.

SPAM POLICY
You may not promote your referral links through unsolicited emailing (i.e. SPAMMING), newsgroup postings, job sites, classified ad sites or any other method of mass communication. Failure to comply will result in immediate termination of your membership with Upcrowd , and may result in legal prosecution. Upcrowd strictly enforces anti-Spamming laws. Spamming is a federal crime. Any member caught Spamming will not only have their account terminated immediately and lose any past, present and future earnings, but shall also be held liable for spamming as we shall cooperate with any authorities and investigations that may arise from the spamming incident. Upcrowd may fine your account up to $50 per spam email or posted website that is reported to us.

MISCELLANEOUS
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND GMM AND BY CLICKING ON THE REGISTRATION BUTTON (IF YOU ARE ACTING ON BEHALF OF YOURSELF AS AN INDIVIDUAL) OR YOUR COMPANY (IF YOU ARE ACTING ON BEHALF OF YOUR COMPANY) (THE "MEMBER") AGREE(S) TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS MEMBER AGREEMENT. BY ACCEPTING THIS USER AGREEMENT YOU ARE HEREBY BOUND TO THE RULES AND GUIDELINES LISTED ABOVE. PLEASE READ THIS ENTIRE MEMBER AGREEMENT CAREFULLY BEFORE ACCEPTING ITS TERMS.