Comcast Upware Terms of Service

As a Comcast Business also known as Comcast Business Class Customer, you are eligible to purchase certain third-party services through our Upware Marketplace, which includes Comcast' s signon platform from which you can purchase and manage these third party services. The Upware Marketplace allows independent software vendors (each, an "ISV") to make the products and services they provide as software-as-a-service (each, an "ISV Application") available to You. Each ISV Application is provided by a third party ISV, subject to separate terms of use and privacy policy concluded directly with the provider. The definition of the Upware Marketplace excludes ISV Applications.

PLEASE READ THE FOLLOWING TERMS OF SERVICE CAREFULLY, AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND COMCAST. BY REGISTERING FOR, ACCESSING, BROWSING, DOWNLOADING OR USING THE UPWARE MARKETPLACE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING THE PRIVACY POLICY, AND ANY ADDITIONAL POLICIES AND FUTURE MODIFICATIONS (COLLECTIVELY, THE "TERMS"). IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY TERMINATE YOUR USE OF THE UPWARE MARKETPLACE.

1. Eligibility. The Upware Marketplace is not available to persons under the age of 18 or to any users previously suspended or removed from the Upware Marketplace by Comcast. YOU HEREBY REPRESENT THAT YOU ARE AT LEAST 18 YEARS OF AGE AND HAVE NOT BEEN PREVIOUSLY SUSPENDED OR REMOVED FROM THE UPWARE MARKETPLACE. If you are using or opening an account with Comcast on behalf of a company, entity, or organization (collectively, a "Subscribing Organization") then you represent and warrant that you are an authorized representative of that Subscribing Organization with the authority to bind such Subscribing Organization to these terms, and that you agree to these terms on behalf of such Subscribing Organization. In such a case “You” in these terms refers to (i) your Subscribing Organization, (ii) you, an individual user, and (iii) any other Subscribing Organization personnel accessing and using the Upware Marketplace on the Subscribing Organization's behalf.

2. Additional Terms and Policies. The following terms and policies are incorporated by reference into, and made part of, the Terms. By registering for, accessing, browsing, downloading, or using the Upware Marketplace, You acknowledge that You have read, understood and agree to be bound by these linked policies, as well as the terms available on this page.

  1. Privacy Policy. The Comcast Business also known as Comcast Business Class Privacy Policy http://business.comcast.com/smb/privacy-statement, which provides Comcast's policies related to the collection, use, and disclosure of Your personal information is hereby incorporated into these Terms by reference.

  2. Additional Policies. When using the Upware Marketplace, You will be subject to any additional posted policies, guidelines or rules applicable to specific services and features which may be posted from time to time (the "Policies"). All such Policies are hereby incorporated by reference into these Terms.

3. Permission to Access the Upware Marketplace; Accounts.

  1. Access to the Upware Marketplace. Subject to Your ongoing compliance with these Terms, Comcast hereby grants to You permission to use the Upware Marketplace solely for your internal business purposes to (i) search and browse ISV Applications available through the Upware Marketplace (ii) to manage subscriptions to and sign on to use ISV Applications purchased through the Upware Marketplace; and (iii) in the case of a Subscribing Organization, to create individual user accounts allowing personnel of the Subscribing Organization to access and use the Upware Marketplace.

  2. Account. You can use the user credentials you obtained when you first purchased Comcast Business also known as Comcast Business Class service to access the Upware Marketplace. You may also establish individual user accounts and passwords for those in your business under your master account.

4. Terms of Purchase.

  1. ISV Applications. The ISV Applications offered on the Upware Marketplace are made available by third party providers that are not affiliated with Comcast and, as such, you agree that Comcast is not responsible for such ISV Applications. Your purchases of access to ISV Applications are concluded directly between you and the applicable ISV, and subject to that ISV’s terms of use and privacy policy (the "ISV Application Terms"), which you will have the opportunity to review and accept before processing your transaction. You agree to abide by the applicable ISV Application Terms.

  2. Customer Service. For assistance with questions regarding these Terms (including any of the related Policies) or other inquiries, please first refer to the help section of the Upware Marketplace. If You cannot find answers to your questions there, you can contact us. We will assist you in finding the right resource to answer your questions.

  3. Transaction Processing. Transactions in respect of your purchases, are processed directly (and applicable fees are collected) by Comcast, using a third party payment processor, irrespective of whether the transaction itself is concluded between You and Comcast or You and a Third Party, such as an ISV. For recurring payments for periodic subscriptions, your credit card will be charged on an automatic and recurring basis, in advance of each subscription period.

  4. Payments. You agree to pay for all products and services that You purchase through the Upware Marketplace, and we may charge Your payment instrument for any such payments. You are required to keep Your payment instrument information on file with Comcast current, complete and accurate, and notify Comcast if Your account is changed or canceled (e.g., if it is compromised or deactivated). You are responsible for all charges incurred under Your account made by You or anyone who uses Your account (including Your employees, contractors, agents, or other personnel). If Your payment instrument fails or Your account is past due, we may collect fees owed using other collection mechanisms. Your account may be deactivated without notice to You if payment is past due, regardless of the dollar amount.

  5. Taxes. You are responsible for paying any governmental taxes imposed on Your use of the Upware Marketplace, including, but not limited to, sales, use or value-added taxes. To the extent Comcast is obligated to collect such taxes, the applicable tax will be added to Your billing account.

  6. Refund Policy; Risk of Loss. Comcast provides a 30-day money-back guarantee on each ISV Application. If you are unsatisfied with an ISV Application for any reason, you can obtain a refund provided that you contact us at upware_support@cable.comcast.com within thirty (30) days of the date of the confirmation of purchase you received for that ISV Application. Outside of this thirty (30) day window, as between You and Comcast, all fees relating to services and downloaded products are final and nonrefundable. Each ISV may have its own policies regarding refunds, as set forth in the applicable ISV Application Terms. If you have paid for access to an ISV Application that is later disabled, nonfunctioning, modified, or otherwise interfered with before the end of the period for which you purchased access, you may leave negative feedback for that ISV.

  7. Availability of Content; Purchases. Comcast may make changes to or discontinue any of the products or services available within the Upware Marketplace at any time, and without notice. In the event that an ISV Application you have purchased access to through the Upware Marketplace is no longer accessible through the Upware Marketplace, you must contact the applicable ISV directly to ensure continuity of service during the remaining term of the applicable subscription.

5. Ownership; Proprietary Rights. The Upware Marketplace is owned and operated by Comcast and its vendors and suppliers. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Upware Marketplace provided by Comcast (the "Materials") are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All Materials contained on the Upware Marketplace are the property of Comcast or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to Comcast or its affiliates and/or third-party licensors. You may not sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. Comcast and its vendors and suppliers reserve all rights not expressly granted in these Terms.

6. Prohibited Conduct. BY USING THE UPWARE MARKETPLACE YOU AGREE NOT TO:

  1. use the Upware Marketplace for any purposes other than (i) to browse ISV Applications, purchase and manage subscriptions to ISV Applications, and sign on to ISV Applications you have purchased through, or imported into the Upware Marketplace, (ii) to access other features of the Upware Marketplace as such services are offered by Comcast;

  2. rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licenses granted herein or any Materials, or use the Upware Marketplace on behalf of any third party;

  3. post, upload, or distribute any User Submission (as defined in Section 8 below) or other content that is defamatory, libelous, inaccurate, unlawful (including in violation of any intellectual property or similar laws), or that a reasonable person could deem to be objectionable, offensive, indecent, pornographic, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially or ethnically offensive, or otherwise inappropriate;

  4. impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Upware Marketplace accounts of others without permission, forge another persons' digital signature, misrepresent the source, identity, or content of information transmitted via the Upware Marketplace, or perform any other similar fraudulent activity;

  5. use the Upware Marketplace if You are under the age of eighteen (18) years old;

  6. remove, circumvent, disable, damage or otherwise interfere with security-related features of the Upware Marketplace or User Submissions, features that prevent or restrict use or copying of any content or ISV Applications accessible through the Upware Marketplace, or features that enforce limitations on the use of the Upware Marketplace or ISV Applications;

  7. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Upware Marketplace or any ISV Application, or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;

  8. modify, adapt, translate or create derivative works based upon the Upware Marketplace or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;

  9. interfere or attempt to interfere with the proper workings of the Upware Marketplace or any activities conducted on the Upware Marketplace; or

  10. access the Upware Marketplace with any bot, spider, crawler, or other automated system or process, or bypass robots.txt exclusion files or other measures Comcast may use to prevent or regulate access to the Upware Marketplace.

7. Third-Party Sites, Products and Services; Links.

  1. The Upware Marketplace includes links or references to other web sites or services, including without limitation advertisers' and ISV's web sites and ISV Applications, and the websites of Comcast's vendors for the Upware Marketplace, solely as a convenience to Users ("Reference Materials"). Comcast does not endorse any such Reference Materials or the information, materials, products, or services contained on or accessible through Reference Materials.

  2. Your correspondence or business dealings with, or participation in promotions of, third party ISVs or advertisers found on or through the Upware Marketplace are solely between You and such third party. Access and use of Reference Materials and ISV Applications, including the information, materials, products, and services on or available through Reference Sites is solely at Your own risk.

  3. Comcast provides a single signon service as part of the Upware Marketplace. When you purchase an ISV Application, Comcast will provide the ISV with certain information, such as your name, company name, email address, address and Comcast account status to the ISV so that the ISV can provide the ISV Application. You hereby consent to Comcast's provision of such information to the ISV. The ISV's use of such information (and other information it may collect from you in connection with the ISV Application) is governed by the ISV's privacy policy, which you can locate from the ISV Application or via the ISV's website.

8. User Submissions License Grant; Representations and Warranties.

  1. License Grant to Comcast. The Upware Marketplace may allow you to submit content, including text, images, and other media files ("User Submissions"), such as when you create a profile or submit a comment on an ISV Application. You retain all right, title and ownership to all intellectual property rights in original aspects of your User Submissions. By submitting User Submissions to the Upware Marketplace, You hereby grant to Comcast a worldwide, non-exclusive, perpetual, irrevocable, transferable, sublicensable, assignable, fully paid-up, royalty-free, license to host, transfer, display, perform, reproduce, distribute, modify and otherwise utilize Your User Submissions in connection with developing, enhancing, providing, syndicating, promoting, and advertising the Upware Marketplace. You also agree to waive (and cause to be waived) any claims and assertions of so called "moral rights" with respect to your User Submissions.

  2. User Submissions Representations and Warranties. You are solely responsible for Your User Submissions and the consequences of posting or publishing them. By uploading and publishing Your User Submissions, You affirm, represent, and warrant that: (1) You are the creator and owner of or have all the necessary licenses, rights, consents, and permissions to authorize Comcast to use and distribute Your User Submissions in the manner consistent with the features of the Upware Marketplace and these Terms; (2) Your User Submissions do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (b) slander, defame, libel, or invade the right of privacy or other property rights of any other person; and (3) Your User Submissions do not contain any viruses, adware, spyware, worms, or other malicious code or any content or file that may have the effect of compromising any security or access control feature of the Upware Marketplace or of any ISV Application. Violators of third-party rights may be subject to criminal and civil liability. Comcast reserves all rights and remedies against any Users who violate these Terms.

  3. User Submissions Disclaimer. You understand that when using the Upware Marketplace You will be exposed to User Submissions or other content from a variety of sources, and that Comcast is not responsible for the quality, accuracy, usefulness, or intellectual property rights of or relating to such User Submissions and other content. You further understand and acknowledge that You may be exposed to User Submissions (including without limitation communications with other users through public postings, private messaging, chat, or other similar features) and other content that is inaccurate, offensive, indecent or objectionable, and You agree to waive, and hereby do waive, any legal or equitable rights or remedies You have or may have against Comcast with respect thereto. Comcast does not endorse any User Submissions, and Comcast expressly disclaims any and all liability in connection with User Submissions and other content. Comcast reserves the right to determine in its sole discretion whether to remove any User Submission or other content. For clarity, Comcast does not permit copyright infringing activities on the Upware Marketplace.

9. Digital Millennium Copyright Act. It is Comcast's policy to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act. If you are a copyright owner or an agent thereof, and you believe that any content hosted on the Upware Marketplace infringes your copyrights, then you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing Comcast' Designated Copyright Agent with the following information in writing:

(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Comcast web site are covered by a single notification, a representative list of such works on the Comcast Web site;

(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Comcast to locate the material;

(iv) Information reasonably sufficient to permit Comcast to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;

(v) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law (for example, "I am under the good faith belief that the use of the copyrighted content that is identified herein is not authorized by the copyright owner, its agent, or the law."); and

(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed (for example, "I swear, under penalty of perjury, that the information in this notification is accurate and that I am the copyright owner, or authorized to act on behalf of the copyright owner, of the copyright(s) that is allegedly infringed by the aforementioned content.").

Comcast' Designated Copyright Agent to receive notifications of claimed infringement can be reached at dmca.comcast.net. For clarity, only DMCA notices should go to the Comcast Designated Copyright Agent. Any other feedback, comments, requests for technical support or other communications should be directed to Comcast customer service. Please note that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid and any removal requests may not be acted upon. Please also note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

10. Modification of these Terms; Modification of Fees.

  1. Terms. Comcast reserves the right, at our discretion, to change, modify, add, or remove portions of these Terms at any time by posting the amended Terms to the Upware Marketplace. Please check these Terms and any Policies periodically for changes. In the event that such modifications materially alter your rights or obligations, Comcast will use commercially reasonable efforts to notify you directly of the change, such as through the use of a pop-up window in the Upware Marketplace, or by sending an email to the address you provide upon registration. Your continued use of the Upware Marketplace after the changes become effective constitutes Your binding acceptance of such changes. Except as stated elsewhere, such amended Terms or fees will automatically be effective upon the earlier of (a) Your use of the Upware Marketplace with actual notice of the new terms, or (b) thirty (30) days after they are initially posted on the Upware Marketplace; provided however, that any dispute that arises under this Agreement shall be resolved according to the version of the terms that were in place at the time the dispute arose.

  2. Fees. Certain functions on the Upware Marketplace have fees associated with them. When You use a service that has a fee You have an opportunity to review and accept the fees that You will be charged based on our stated fees, which we may change from time to time. Comcast may choose to temporarily change the fees for Comcast' services for promotional events or new services, and such changes are immediately effective when Comcast posts the temporary promotional event or new service on the Upware Marketplace. Any changes to fees for Comcast' services that are not temporary or promotional will be effective thirty (30) days after we provide You with notice by posting such changes on the Upware Marketplace. Unless otherwise stated, all fees are quoted in U.S. Dollars.

11. Termination; Terms of Service Violations.

  1. Comcast. You agree that Comcast, in its sole discretion, for any or no reason, and without penalty, may terminate any account (or any part thereof) You may have with Comcast or Your use of the Upware Marketplace and remove and discard all or any part of Your account, user profile, and any User Submission, at any time. You agree that any termination of Your access to the Upware Marketplace or any account You may have or portion thereof may be effected without prior notice, and You agree that Comcast will not be liable to You or any third party for any such termination. Any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Comcast may have at law or in equity.

  2. You. Your only remedy with respect to any dissatisfaction with (i) the Upware Marketplace, (ii) any of these Terms, (iii) any policy or practice of Comcast in operating the Upware Marketplace, or (iv) any content or information transmitted through the Upware Marketplace, is to terminate these Terms and Your account. If you are dissatisfied with the ISV Applications you access through the Upware Marketplace, you may leave negative feedback for the applicable ISV. You may terminate these Terms by discontinuing use of any and all parts of the Upware Marketplace and notifying Comcast' customer service at upware_support@cable.comcast.com.

12. Indemnification. You agree to indemnify, defend, and hold Comcast, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of Your use or misuse of the Upware Marketplace or any ISV Application, Your violation of these Terms, or any breach of Your representations, warranties, and covenants. Comcast reserves the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify Comcast, and You agree to cooperate with Comcast's defense of these claims. Comcast will use reasonable efforts to notify You of any such claim, action, or proceeding upon becoming aware of it.

13. Warranty Disclaimer. YOU EXPRESSLY AGREE THAT THE USE OF THE UPWARE MARKETPLACE IS AT YOUR SOLE RISK. THE UPWARE MARKETPLACE AND ANY DATA, INFORMATION, THIRD-PARTY SOFTWARE, USER SUBMISSIONS, ISV APPLICATIONS, REFERENCE SITES, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE UPWARE MARKETPLACE ARE PROVIDED BY COMCAST ON AN "AS IS" AND "AS AVAILABLE", "WITH ALL FAULTS" BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED. YOU MAY, HOWEVER, HAVE ADDITIONAL WARRANTY RIGHTS DIRECTLY FROM THE APPLICABLE ISV. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, COMCAST, AND ITS AFFILIATES, PARTNERS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. COMCAST, AND ITS AFFILIATES, PARTNERS, AND SUPPLIERS DO NOT WARRANT THAT THE DATA, USER SUBMISSIONS, FEATURES, FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE UPWARE MARKETPLACE OR ANY REFERENCE MATERIALS WILL BE UNINTERRUPTED, ACCURATE, USEFUL, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING, IF ENCOUNTERED, WILL BE CORRECTED. COMCAST, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS ABOUT ISVs OR ISV APPLICATIONS. ANY WARRANTY MADE REGARDING ANY ISV APPLICATION IS MADE DIRECTLY BY SUCH ISV. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF YOU RESIDE IS SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE EXCLUSIONS OF WARRANTIES CONTAINED IN THESE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED.

14. Limitation of Liability and Damages.

  1. Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL COMCAST OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES, LOST BUSINESS, LOST REVENUES OR LOSS OF ANTICIPATED PROFITS ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE MATERIALS, THE UPWARE MARKETPLACE OR ANY ISV APPLICATION, EVEN IF COMCAST OR A COMCAST AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, COMCAST'S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

  2. Limitation of Damages. IN NO EVENT WILL COMCAST OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE UPWARE MARKETPLACE (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU, IF ANY, TO COMCAST (OTHER THAN AMOUNTS PAID SPECIFICALLY FOR THE RIGHT TO ACCESS AND USE ISV APPLICATIONS) DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED US DOLLARS ($100 USD), WHICHEVER IS GREATER.

15. Basis of the Bargain. YOU ACKNOWLEDGE AND AGREE THAT COMCAST HAS OFFERED ITS PRODUCTS AND SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND COMCAST, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND COMCAST. COMCAST WOULD NOT BE ABLE TO PROVIDE THE UPWARE MARKETPLACE TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

16. Miscellaneous.

  1. Notice.. Except as otherwise provided in this Agreement, any notices or other communications contemplated or required under this Agreement, in order to be valid, shall be in writing and shall be given via personal delivery, overnight courier, or via U.S. Certified Mail, Return Receipt Requested. Notices to You shall be sent to the your Subscribing Organization's billing address; notices to Comcast shall be sent to 500 South Gravers Road, Plymouth Meeting, PA 19462, Attn: Director of Business Customer Operations, with a copy to: Comcast Cable Communications Management, LLC, One Comcast Center, 1701 JFK Blvd., Philadelphia, PA 19103, Attn.: Senior Vice President & General Counsel. All such notices shall be deemed given and effective on the day when delivered by overnight delivery service or certified mail.

  2. Waiver. The failure of Comcast to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Comcast.

  3. Severability. If any provision of these Terms or any Policies is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.

  4. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by You under any circumstances, but may be assigned by Comcast without restriction, including by operation of law, or in connection with merger, sale of stock or assets, or change of control. Any assignment attempted to be made by You in violation of these Terms shall be void. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

  5. Survival. Upon termination of these Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, Sections 2, 4, 5, 7, 8, and 11 through 16.

  6. Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.

  7. Third Party Beneficiaries. The software and website platform for Upware Marketplace is powered by Comcast's vendor, AppDirect, Inc. AppDirect, Inc. is a third party beneficiary of the terms in this Agreement and is entitled to enforce them as if it were a party to this Agreement.

  8. Entire Agreement. This is the entire agreement between You and Comcast relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change to these Terms or Policies made by Comcast as set forth in section 10 above.

  9. Independent Contractors, No Agency. The relationship between You and Comcast is one of independent contractors. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended, nor shall anything herein be interpreted or construed to or create, either expressly or by implication, any such relationship.