Upload.com Terms & Conditions -- effective September 1, 2006
Upload.com provides a centralized location where software publishers may submit new products and product updates to CNET Networks for evaluation. Properly submitted products and product updates will be included in the CNET Upload.com library, subject to these terms, conditions, and notices (these "Terms"). Your use of Upload.com and our other services (collectively, the "Service") is based on your acceptance, without modification, of these Upload.com Terms.
Your use of the Service is also based on your acceptance, without modification, of the provisions contained in the additional CNET Networks agreements listed below.
We reserve the right, in our sole discretion, to modify these Upload.com Terms or any of the additional CNET Networks agreements and any Service fees, at any time, effective upon the date we post revised terms or fees on our sites. Your continued use of the Service constitutes your binding acceptance of these Upload.com Terms and the additional CNET Networks agreements, including any changes or modifications we may make. If any part of these Upload.com Terms, the additional CNET Networks agreements, or any future changes to them are not acceptable to you, you may cancel your Service though the product links found in your Upload.com Manager.
We reserve the right, in our sole discretion, to restrict, suspend, or terminate your access to all parts or any part of the Service at any time for any reason without prior notice or liability. We may change, suspend, or discontinue all aspects or any aspect of the Service at any time, without prior notice or liability. We reserve the right to remove any material you submit to the Service for any reason without prior notice to you and without liability to us. Our goal is to ensure timely processing services; however, we do not guarantee that your product will be processed within the expected time frames associated with any CNET Upload.com product or service.
We will not be liable for, and you will not be entitled to, a refund for service outages caused by our maintenance on the servers or the technology that underlies the Service, failures of our service providers (including telecommunications, hosting, and power providers), computer viruses, natural disasters, or other destruction or damage of our facilities, an act of nature, war, civil disturbance, court order, legislative or regulatory action, catastrophic weather conditions, a computer virus, third-party interference, or another cause beyond our reasonable control.
Service fees include both processing and listing package fees and entitle you to have your product evaluated by CNET Networks. Submitting a new product or product modification to the Service does not guarantee we will include it in our library or place it on CNET Download.com, ZDNet Downloads, or in our affiliate libraries. We will not issue a refund for Service fees if we reject your product during the evaluation process or at any time thereafter. For this reason, it is important that you become familiar with our Upload.com Software Policies and Submission Instructions. Please remember that if your product does not comply, we may remove it from our sites without prior notice to you.
From time to time, we may give you statistics that we generally give to other providers enrolled in programs similar to the ones in which you are enrolled. You will treat these reports as confidential information, and you will not disclose any information contained in them to any third party without our consent. You agree that the statistics provided in these reports are the official, definitive measurement of CNET Networks’ performance. No other measurements, usage statistics, or download data (including yours) will be accepted by us or have any bearing on your rights and obligations under any program in which you have enrolled.
Premium and Basic listing packages
You may purchase the Premium or Basic listing package as either a monthly or an annual subscription. We will measure your subscription term from the date you purchase your listing package. If you buy an annual subscription, we will charge your credit card for the entire annual term on the date you buy it. Your subscription will automatically renew for an additional month or year, as applicable, on the anniversary of your purchase date, and we will charge your credit card the applicable fee on that date. We will continue to renew your listing package and charge your credit card the appropriate monthly or annual fee until you cancel, which you may do at any time.
One-Business Day Processing
If you have a Basic listing package or a Free listing package, you may purchase One-Business Day Processing at any time. In addition to your monthly or annual listing fee, we will charge your credit card once for a One-Business Day Processing fee every time you purchase the option.
Pay Per Download Program
You may participate in our Pay Per Download Program regardless of your listing package. Under this program, you may make us an offer to be placed among the top five listings in the appropriate categories. Please refer to the Pay Per Download Terms for details.
- You may cancel your listing packages at any time through the Upload.com Manager.
- If you cancel your Premium listing package, you may request to be transferred to a Basic listing package, Free listing package, or to be removed entirely from the CNET Upload.com library at the end of your then-current billing cycle.
- If you choose to be transferred to a Basic listing package, we will charge you the Basic listing fee on the date your Basic listing package becomes active.
- If you cancel your Basic listing package, your listing will be downgraded to a Free listing package unless you request that we remove it entirely from the CNET Upload.com library at the end of your then-current billing cycle.
- If you would like to cancel your Software Management Services, please refer to the Upload.com Software Management Services License Agreement for additional cancellation details.
- The chart below describes the effect of cancellation.
| Listing Package |
Effective Date of Cancellation |
Refunds |
| Annual Premium |
Within five days of your request for termination or transfer to a Basic listing package |
Pro-rated refund |
| Monthly Premium |
At the end of your then-current billing cycle |
None |
| Annual Basic |
At the end of your then-current billing cycle |
None |
| Monthly Basic |
At the end of your then-current billing cycle |
None |
| Free |
Within five days of your request for termination |
None |
| One-Business Day Processing |
n/a |
None |
You are responsible for full payment for the Service. Service fees are not refundable for any reason. You may use a major credit card to submit materials to the Service. If you choose to use your credit card to pay for your use of the Service, you hereby authorize CNET to charge your credit card to pay your initial submission fees and any automatic renewals. When you purchase a CNET Upload.com subscription, we will renew it automatically and charge your credit card for the price of a then-current subscription on your appropriate purchase-anniversary date. In certain circumstances, we may accept payment from online payment services you designate.
You agree to pay all fees and charges you incur through your account, including, but not limited to, applicable taxes. You also will be responsible for charges for any products or services you purchase that are offered for sale through the Service. In addition, you also are responsible for paying any amounts billed to your credit card by someone who uses your card without your permission, even if your credit card company does not cover such costs. Upload.com is not liable in any way for charges due to credit card theft, and any such disputes must be taken up with the credit card company of the cardholder.
If we do not receive payment from your credit card issuer or its agent, you agree to pay all amounts due upon our demand. Your card-issuer agreement governs your use of your designated card in connection with the Service, and you must refer to that agreement and not to these Upload.com Terms to determine your rights and liabilities as a cardholder.
You agree to provide true, accurate, current, and complete information about yourself as requested in the Service's registration process, and to update your information. You may not reveal your subscription password to anyone else and you may not use anyone else’s password. You are responsible for maintaining the confidentiality of your subscription account and password. Unauthorized access to the Service is a breach of these Upload.com Terms and a violation of the law.
If you would like to remove your product from the CNET Upload.com library for any reason, click on the "Remove product listing" link located on the product-detail page to submit your request. If you would like for us to investigate an alleged breach of a copyright, please follow the instructions contained in our copyright notice. We will review such submissions on a case-by-case basis. We are not in a position to arbitrate trademark disputes among software publishers and we encourage you to resolve trademark disputes directly with the software publisher who may be infringing your trademark. In all cases, we may, at our sole discretion, decide to remove any products involved while a dispute is being settled. You agree that we may provide the alleged infringing party with your e-mail address so that that person can respond to your allegations.
You will be solely responsible for all claims and losses associated with or resulting from the materials you submit to our sites, including without limitation any warranty, return, or support obligation. If users report that your product’s description contains a misrepresentation about the product’s price, function, performance, or specifications, we will request that you contact the user. If you fail to respond satisfactorily to us or to the user in a timely manner, or if we receive an excessive number of complaints, we may remove your product from our library.
If we discover you have manipulated the data or statistics for a certain product, we reserve the right to remove the product from the CNET Upload.com library and from the CNET Upload.com network of sites.
You certify that you own all the intellectual-property rights of any materials, including, but not limited to, software products, that you submit to us for display on our sites, and that the operation or distribution of such work does not, and will not, violate any law or third-party rights. You also grant us, our affiliates, and our business partners a worldwide, royalty-free, nonexclusive license to use, reproduce, transmit, distribute, publicly display, publish, publicly perform, digitally perform, sublicense, transfer, sell, and create derivative works of the materials, including, but not limited to, software products that you submit, and subsequent versions of such work and additional information that we gather about your materials for the limited purposes of (i) distributing the work, either electronically or via other media, to users seeking to download or otherwise acquire it, and/or (ii) storing the work in a remote database accessible by users. Such license shall apply to distribution and storage of the work in any form, media, or technology now known or later developed. You agree that we may place your materials on the sites of our partners around the world. You understand and agree that our editorial teams may review any materials you submit to our sites and that such reviews will not be influenced by your business relationship with CNET.
You hereby agree to indemnify, defend, and hold CNET Networks and all our officers, directors, owners, agents, information providers, business partners, affiliates, distributors, and licensors (collectively, the "CNET Parties") harmless from and against any and all liability, losses, costs, and expenses (including attorneys' fees) incurred by any CNET Party in connection with any claim arising out of (i) any claim that if proven true would constitute a material breach of these Upload.com Terms, (ii) any use or alleged use of your account or password by any person, whether or not authorized by you, or (iii) any claim arising out of the material you submit to the Service, including, but not limited to, claims for defamation, violation of rights of publicity and/or privacy, copyright infringement, and trademark infringement, and any claim or liability relating to the content, quality, or performance of materials you submit to the Service. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.
WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. IN ADDITION, WE DO NOT MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SERVICE OR THE CONTENT. THE SERVICE AND THE CONTENT ARE DISTRIBUTED ON AN "AS IS, AS AVAILABLE" BASIS. WE DO NOT MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICE. YOU EXPRESSLY AGREE THAT YOU WILL ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICE.
WE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. In such states, our liability and that of our third-party content providers and their respective agents shall be limited to the greatest extent permitted by law.
These Terms shall be construed in accordance with the laws of the State of California, and the parties irrevocably consent to bring any action to enforce these Upload.com Terms in the federal or state courts located in San Francisco County, California. These Terms constitute the entire agreement between you and CNET Networks with respect to the Service, and supersedes all previous written or oral agreements. If any part of these Upload.com Terms is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms shall continue in effect.
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