Effective Date: September 16, 2013
PLEASE READ THE FOLLOWING TERMS OF USE BEFORE USING THE SERVICES OFFERED BY UPTO, INC. ("UPTO"). THESE TERMS OF USE SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE WEBSITE AT WWW.UPTO.COM (THE "SITE") AND THE SERVICES, FEATURES, CONTENT, SERVICES OR WIDGETS OFFERED BY UPTO (COLLECTIVELY WITH THE SITE, THE "SERVICE").
Acceptance of Terms of Use. By registering for and/or using the Service in any manner, including but not limited to visiting or browsing the Site, you agree to all of the terms and conditions contained herein ("Terms of Use"), which also incorporate UpTo Privacy Policy and all other operating rules, policies and procedures that may be published from time to time on the Site by UpTo, each of which is incorporated by reference and each of which may be updated by UpTo from time to time without notice to you in accordance with the terms set out under the "Updates to Terms of Use" section below. In addition, some services offered through the Service may be subject to additional terms and conditions specified by UpTo from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference. These Terms of Use apply to all users of the Service, including, without limitation, users who are contributors of content, information, and other materials or services on the Site, individual users of the Service, and venues that access the Service.
To the extent that UpTo enters into a separate, signed agreement with you relating to your use of the Site (a “Signed Agreement”), and the terms of the Signed Agreement differ from these Terms of Use, then the terms of the Signed Agreement shall prevail.
Users of the Site that register to use the Service shall be considered "Registrants". Each time you use the Service, you signify that you agree to be bound by these Terms of Use. If you do not agree to these Terms of Use of Use, you must discontinue using the Service. The Site is owned by UpTo. All references to UpTo, "us", "our", or "we" will be deemed to include UpTo.
Updates to Terms of Use. UpTo reserves the right to update or change these Terms of Use at any time by posting the most current version of the Terms of Use on the Site. UpTo will provide notice of changes to the Terms of Use by posting the new Terms of Use on the Site with a new Effective Date shown. All such changes in the Terms of Use shall be effective from the Effective Date set when it is posted on the Site. Your continued use of the Service after we post any changes to the Terms of Use signifies your agreement to any such changes. If you do not agree to such changes, you must discontinue using the Service by terminating your account with UpTo.
Electronic Form. By accessing the Site or using the Service, you consent to have this Agreement provided to you in electronic form. You have the right to receive this Agreement in non-electronic form. To receive a non-electronic copy of this Agreement, please contact us online or send a letter and self-addressed stamped envelope to: Request for Copy of Terms of Use Agreement, UpTo, 1555 Broadway St., Detroit, MI 48226.
Access. Subject to these Terms of Use, UpTo may offer to provide the Service, as described more fully on the Site and as selected by you, solely for your own use, and not for the use or benefit of any third party. Service shall include, but not be limited to, any services UpTo performs for you, any services or widgets offered by UpTo that you download from the Site or, subject to the terms set out under the "Links" section below, from third party service stores (e.g., iTunes® store, Blackberry App World™, or Google Apps Marketplace) authorized by UpTo, as well as the offering of any materials displayed or performed on or through the Service (including Content (as defined below))
You understand and agree that your registration in UpTo is subject to and conditioned upon the following: your continued adherence to and compliance with these Terms of Use and any future modifications thereto and applicable law. Your violation of these Terms of Use, or any other agreement between you and UpTo constitute grounds for immediate termination of your registration without further notice at our sole discretion. We may also terminate your registration at any time, immediately and without notice, if we determine, in our sole discretion, that your conduct is detrimental to our business or the UpTo community. Termination of your registration will result in cancellation of all rights of access and use of the Service granted to Registrants and cancelled Registrants may be denied access to the Service or re-enrollment as Registrants. UpTo reserves the right to change, discontinue or suspend UpTo or any of the Service at any time for any reason. You may terminate your registration at any time by cancelling your account. Cases of suspected abuse, fraud, or breach of these Terms of Use shall be in UpTo’s sole discretion. Any decision UpTo makes relating to termination or suspension of any Subscriber’s account shall be final and binding. You understand and agree that we may terminate, modify, discontinue or abandon the Site or Service with or without notice to you and that we will not be liable to you or any third party as a result of such termination, modification, discontinuance or abandonment. If this Agreement is terminated for any reason, the provisions titled Proprietary Rights, No License Granted, Indemnity/Release, Disclaimer of Warranties, Liability Limitation, Access To Service, Termination, Privacy, Governing Law/Disputes/Class Action Waiver and Miscellaneous shall survive any such termination.
Registration and Eligibility. You do not have to be an UpTo Registrant to visit the Site, but you do need to register to continue using certain aspects of the Service. By registering, you agree to provide (i) true, accurate, current and complete information about yourself as prompted by the registration form, and (ii) maintain and properly update your account information to keep it true, accurate, current and complete. If you provide information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that you have, or you violate these Terms of Use, as determined in our sole discretion, we have the right to suspend or terminate your registration and refuse any and all current or future use of the Site and the Service.
Paid Services. Certain aspects of the Service may be provided for a fee or other charge, such as our UpTo for Businesses subscription. UpTo for Businesses is available in a “free” version and in an expanded, paid version; please see our pricing pages for current features and pricing for UpTo for Businesses. If you elect to use UpTo for Businesses, you agree to the pricing and payment terms below, as applicable, as we may update them from time to time. Features and prices are subject to change, in our discretion. All fees may be subject to taxes. Any change to our pricing or payment terms shall become effective in the billing cycle following notice of such change to you as provided in these Terms of Use.
Cancellation and Refunds: Users who purchase annual subscriptions have thirty (30) days after their purchase to cancel and receive a full refund. Users who purchase monthly subscriptions have five (5) days after purchase to cancel and receive a full refund. After the cancelation period ends, all purchases are final and all fees paid are non-refundable, even if your account is later terminated by UpTo. If you have questions, please contact us.
Renewals: By default, all subscriptions are set to automatically renew for the same period of time as the original subscription. You may decline to renew at any time prior to the commencement of a renewal subscription. UpTo reserves the right to deny subscriptions, renewals, and other purchases for any reason.
End of Subscription: When a paid UpTo for Businesses subscription ends, the account automatically becomes a basic (free) UpTo for Businesses account.
Use of the Service. This Site and the Service are provided and intended for your use in accordance with these Terms of Use. You agree that you will not (i) copy, display or distribute any part of the Site or the Service, in any medium, without UpTo prior written consent, (ii) use the Service in whole or part, for any commercial purpose, or (iii) use the Service in violation of these Terms of Use, the Privacy Policy, or any law or regulation.
You further agree that you will not use any device to catalog, download, store or otherwise reproduce, store or distribute content available on the Site or through the Service, or to manipulate the Site or the Service, or otherwise exceed the limited access granted to you by UpTo. You will take no action to interfere with, interrupt, destroy or limit the functionality of the Site or any computer software or hardware. You will not distribute or transmit any content or software or other computer files that contain a computer virus or other harmful component. You shall not (directly or indirectly) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service (including without limitation any application or widget), except to the limited extent applicable laws specifically prohibit such restriction. You shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Service, including without limitation any User Content, that:
YOU UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF CONTENT AND MATERIALS AVAILABLE THROUGH THE SITE AND SERVICE IS AT YOUR OWN RISK AND ACCEPT THAT ANY MATERIAL CONTAINED THEREON MAY BE OFFENSIVE TO YOU. SHOULD YOU FIND THE MATERIAL IN THE SERVICE OFFENSIVE OR NOT MEETING YOUR NEEDS, YOUR SOLE REMEDY IS TO CANCEL YOUR REGISTRATION.
UpTo reserves the right to refuse registration of an UpTo account in its sole discretion. You are solely responsible and liable for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your UpTo password. You may not use another user’s account without such other user’s prior express permission. You will immediately notify UpTo in writing of any unauthorized use of your account, or other account related security breach of which you are aware.
You represent and warrant that if you are an individual, you are of legal age to form a binding contract, or that if you are registering on behalf of an entity, that you are authorized to enter into, and bind the entity to, these Terms of Use and register for the Service. UpTo may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these Terms of Use are in compliance with all laws, rules and regulations applicable to you and the right to access the Service is revoked where these Terms of Use or use of the Service is prohibited and, in such circumstances, you agree not to use or access the Site or Services in any way.
Content. All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. UpTo cannot guarantee the authenticity of any Content or data which users may provide about themselves. You acknowledge that all Content accessed by you using the Service is at your own risk and you will be solely responsible and liable for any damage or loss to you or any other party resulting therefrom. For purposes of these Terms of Use, the term "Content" includes, without limitation, any location information, testimonials, comments, calendar or event information, data, text, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by UpTo on or through the Service. Content added, created, uploaded, submitted, distributed, or posted to the Service by users is collectively referred to as, "User Content."
User Content. By submitting content in any form to the Site, for instance, in the form of a location information, testimonials, comments, pictures, calendar or event information, data, text or pictures ("User Content"), subject to the exclusions below, you grant to UpTo and its licensees and successors in business a perpetual, worldwide, sublicensable, transferable, royalty-free, fully-paid and non-exclusive license to reproduce, publish, perform, distribute, modify, edit, display, adapt, create derivative works from and market and promote the User Content (at UpTo’s sole discretion) for any commercial purposes, and in any medium now existing or hereinafter developed, and to use your name, likeness and any personal information you submit with the User Content without your prior approval or the payment of any compensation. Excluded from the foregoing license is User calendar information, which shall only be used to provide the Service to a particular User. For the avoidance of doubt, UpTo shall only use calendar information provided or imported by a User for the sole purpose of providing the Service to that User, and UpTo shall not share, distribute, publish, post or otherwise provide a User’s calendar information to any third party (other than authorized service providers as necessary to provide the Service) for any reason whatsoever. By submitting, transmitting, posting or uploading any User Content to this Site, you represent and warrant that: (i) you are solely responsible for the User Content that you provide, (ii) you own or otherwise have the right to grant the license set forth above with respect to such User Content, (iii) such User Content does not violate the privacy rights, publicity rights, copyrights, intellectual property rights, confidentiality rights, contract rights or any other rights of any person, (iv) such User Content is not libelous, abusive, obscene, or otherwise in violation of applicable local, federal, or international laws and regulations. and (v) you agree to pay any and all royalties, fees, and any other monies owing any person arising in connection with such User Content appearing on this Site. You acknowledge and understand that User Content, including any information and content you provide or post to or through the Service, may be stored in, hosted by, or accessed through a cloud computing environment which may also include data and information gathered from other various sources. You acknowledge that UpTo may or may not pre-screen User Content, but that UpTo and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any User Content that is available via the Service. Without limiting the foregoing, UpTo and its designees shall have the right to remove any User Content that violates these Terms of Use or is otherwise objectionable in UpTo’s sole discretion. You agree that you must evaluate, and bear all risks associated with, the use of any User Content, including any reliance on the accuracy, completeness, or usefulness of such User Content. UpTo cannot guarantee the authenticity of any User Content or data which user may provide about themselves. In this regard, you acknowledge that you will not rely on any User Content submitted to UpTo, including without limitation information in the Service.
UpTo Content and Proprietary Information. The Service contains trademarks, trade names, logos, and other marks belonging to UpTo ("UpTo Marks"), along with Content specifically provided by UpTo or its partners, and such UpTo Marks and Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws, as applicable. UpTo owns a copyright in the selection, coordination, arrangement and enhancement of the Content and such other content on the Site and a copyright in the Site. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Service.
All other trademarks appearing on this Site ("Third Party Marks") are trademarks of their respective owners. Users are prohibited from using any UpTo Marks and Third Party Marks without the written permission of UpTo or such third party. You may not copy, publish, transmit, distribute, perform, sell, create derivative works of, or in any way exploit, any of the UpTo Marks, in whole or in part, without UpTo’s prior written consent. You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of the Site or Service. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material. You may download content solely for your personal, non-commercial use only as provided in these Terms of Use, provided that you keep intact all copyright and other proprietary notices. Copying or storing of content for other than personal use is expressly prohibited without prior permission from us or the copyright holder identified in the copyright notice contained in the content. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial (whether or not for profit) use or in any way that violates any third party right.
No License Granted. Except for allowing you to use the Site and Service for your personal use as set forth in the paragraph above, when you use the Site or Service, you are not receiving a license or any other rights from us, including intellectual property or other proprietary rights of UpTo. You understand that you have no rights to the Service, the UpTo Marks or any other UpTo property except as we indicate in these Terms of Use.
Notice of Procedure for Making a Claim of Copyright Infringement. If you believe that any content or User Content on the Site or in the Service constitutes work that is owned by you or a third party, and is displayed on the Site or through the Service without proper authorization, please send the following information to the attention of the Copyright Agent noted below:
Communications from UpTo. By registering for UpTo, you will receive online communications from UpTo. You may also receive electronic communications from UpTo by just providing your email address and not registering. In either case, to unsubscribe from any UpTo email list, simply click on the "Unsubscribe" link at the bottom of the email and your name will be removed from that mailing list. To see how we use your personal information, please refer to our Privacy Policy.
Links. You may be able to access other websites or resources through links on the Site, or access the Site through links provided on other websites or resources. The inclusion of any such links does not imply endorsement by UpTo or any association with its operators. Because UpTo has no control over such sites and resources, you acknowledge and agree UpTo 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 or available from such sites or resources. You further acknowledge and agree that UpTo 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.
Indemnity/Release. You understand that you are personally responsible for your behavior while on the Site and agree to indemnify and hold UpTo, and its, parent, affiliates, subsidiaries, business partners, and their respective officers, directors, employees, and agents, harmless from and against any loss, damage, liability, cost, or expense of any kind (including attorneys’ fees) that such parties may incur arising out of or related to your use or misuse of, or access to, the Site, Service, or User Content, or otherwise from your User Content, or your violation of either these Terms of Use, applicable law or the rights of any third party. You are solely responsible for your own interactions with other Registrants accessed through the Site or Service. To the extent permitted under applicable laws, you hereby release UpTo from any and all claims or liability related to any User Content, any action by other Registrants, including the registrant’s failure to comply with applicable law and/or failure to abide by the Service Terms of Use and any conduct or speech, whether online or offline, of any other Registrant. In connection with the foregoing release, you hereby waive California Civil Code Section 1542 (and any similar provision in any other jurisdiction) which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."
Disclaimer of Warranties. YOU UNDERSTAND THAT YOUR USE OF THE SITE AND THE SERVICE (INCLUDING ANY DOWNLOADS OR ANY LOSS OF DATA OR OTHER DAMAGE TO YOUR COMPUTER SYSTEM YOU EXPERIENCE FROM USING THE SITE AND THE SERVICE) IS AT YOUR SOLE RISK. YOU UNDERSTAND THAT THE SITE AND THE SERVICE AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT INCLUDED IN OR ACCESSIBLE FROM THE SITE OR SERVICE, ARE PROVIDED ON AN "AS IS" "WHERE-IS" AND "WHERE AVAILABLE" BASIS, AND ARE SUBJECT TO CHANGE AT ANY TIME WITHOUT NOTICE TO YOU. YOU ACKNOWLEDGE THAT UPTO HAS NO CONTROL OVER, AND NO DUTY TO TAKE ANY ACTION REGARDING: WHICH USES GAIN ACCESS TO THE SERVICE; WHAT CONTENT YOU ACCESS VIA THE SERVICE; WHAT EFFECTS THE CONTENT MAY HAVE ON YOU; HOW YOU MAY INTERPRET OR USE THE CONTENT; OR WHAT ACTIONS YOU MAY TAKE AS A RESULT OF HAVING BEEN EXPOSED TO THE CONTENT. YOU ACKNOWLEDGE THAT UPTO MAKES NO WARRANTY THAT THE SITE OR THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. YOU UNDERSTAND THAT UPTO DOES NOT WARRANT THAT THE RESULTS OBTAINED FROM YOUR USE OF THE SITE OR SERVICE WILL MEET YOUR EXPECTATIONS. NO WARRANTY OF ANY KIND, WHETHER ORAL OR WRITTEN, CAN MODIFY THE TERMS OF THE DISCLAIMER SET FORTH IN THIS DOCUMENT. YOUR USE AND BROWSING OF THE SITE IS AT YOUR OWN RISK. IF YOU ARE DISSATISFIED WITH ANY OF THE MATERIALS CONTAINED IN THE SITE OR SERVICE, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE SITE AND THE SERVICE. TO THE FULLEST EXTENT PERMITTED BY LAW, UPTO DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND (EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS) AS TO THE SITE AND SERVICE AND ALL INFORMATION, PRODUCTS, AND OTHER CONTENT INCLUDED IN OR ACCESSIBLE FROM THE SITE AND SERVICE.
Liability Limitation. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL UPTO, ITS PARENT, SUBSIDIARIES, OR ITS AFFILIATES BE LIABLE TO YOU (OR ANY THIRD PARTY MAKING CLAIMS THROUGH YOU) FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOSS OF USE, DATA, OR OTHER INTANGIBLES, UNAUTHORIZED ACCESS TO AND TAMPERING WITH YOUR PERSONAL INFORMATION OR TRANSMISSIONS, ARISING OUT OF OR RELATED TO THE USE, INABILITY TO USE, UNAUTHORIZED USE, PERFORMANCE, OR NON-PERFORMANCE OF THE SITE OR THE SERVICE, EVEN IF UPTO HAS BEEN ADVISED PREVIOUSLY OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE. UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, WAIVERS AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. UPTO’S LICENSORS AND CONTRACTORS ARE INTENDED THIRD-PARTY BENEFICIARIES OF THESE DISCLAIMERS. IF ANY PART OF THESE WARRANTY DISCLAIMERS OR LIMITATIONS OF LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN UPTO’S AGGREGATE LIABILITY FOR ALL CLAIMS UNDER SUCH CIRCUMSTANCES FOR LIABILITIES SHALL NOT EXCEED TEN DOLLARS ($10).
NOTHING IN THESE TERMS OF USE SHALL BE DEEMED TO EXCLUDE OR LIMIT YOUR LIABILITY IN RESPECT OF ANY INDEMNITY GIVEN BY YOU UNDER THESE TERMS OF USE.
Termination. We can suspend or terminate your registration with UpTo and your access to the Site or use of the Service, in whole or in part, at any time, immediately and without notice if, at UpTo’s sole discretion, you fail to comply with any of these Terms of Use. Such termination may result in the forfeiture and destruction of all information associated with your account. In the event of suspension or termination, you are no longer authorized to access the Site or the Service, and the restrictions imposed on you with respect to any materials downloaded from the Site or the Service and the disclaimers and limitations of liabilities set forth in the Terms of Use shall survive.
Privacy. The privacy and data security practices and policies of this Site are governed by our Privacy Policy found at www.upto.com which is incorporated herein by reference.
No Third Party Beneficiaries. You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement.
Governing Law/Disputes/Class Action Waiver. These Terms of Use are governed by, and will be interpreted in accordance with, the laws of the State of Michigan, without regard to any choice of law provisions. You agree that, with the exception of injunctive relief sought by UpTo for any violation of UpTo’s proprietary or other rights, any and all disputes relating to these Terms of Use or Privacy Policy, or your use of the Site or the Service shall be resolved by arbitration in accordance with the then-current rules of the American Arbitration Association (the "AAA") before an independent arbitrator designated by the AAA. The location of arbitration shall be Wayne County, Michigan, USA.
Arbitration shall proceed solely on an individual basis without the right for any claims to be arbitrated on a class action basis or on bases involving claims brought in a purported representative capacity on behalf of others. The arbitrator’s authority to resolve and make written awards is limited to claims between you and us alone. Claims may not be joined or consolidated unless agreed to in writing by all parties. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration.
Miscellaneous. These Terms of Use and policies incorporated herein, are the entire agreement between you and UpTo. They supersede any and all prior or contemporaneous agreements between you and UpTo relating to your use of the Site or the Service. If any part of these Terms of Use is determined to be invalid or unenforceable, it will not impact any other provision of these Terms of Use, all of which will remain in full force and effect. The failure of UpTo to partially or fully exercise any rights or the waiver of UpTo of any breach of these Terms of Use by you, shall not prevent a subsequent exercise of such right by UpTo or be deemed a waiver by UpTo of any subsequent breach by you of the same or any other term of these Terms of Use. The rights and remedies of UpTo under these Terms of Use and any other applicable agreement between you and UpTo shall be cumulative, and the exercise of any such right or remedy shall not limit UpTo’s right to exercise any other right or remedy.
UpTo shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond UpTo’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). These Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with UpTo’s prior written consent. UpTo may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Use and neither party has any authority of any kind to bind the other in any respect.
Contact. You may contact UpTo at the following address: 1555 Broadway St., Detroit, MI 48226
Copyright ©2019, UpTo, Inc. All rights reserved.
