Upmetrics Terms of Use

Effective as of July 01, 2016

By clicking “I accept” or by using the Upmetrics website(s) located at www.upmetrics.co (the “Upmetrics Site”), the Upmetrics Web application located at app.upmetrics.co (“Upmetrics Web Application”) or the Upmetrics software applications provided by Upmetrics Inc. (“Upmetrics”), you agree to be bound by these Terms of Use. To make these Terms of Use easier to read, the Upmetrics Site, and the Upmetrics Applications are collectively referred to as the “Services.” If you are accessing and using the Services on behalf of a company or other legal entity (such as your employer), you represent that you have the authority to bind such company or other legal entity. In that case, “you” and “your” will refer to that company or other legal entity. If you do not have such authority or if you do not agree with these Terms of Use, do not use the Services.
Please read these Terms of Use and our Privacy Policy carefully making because they govern your use of the Services.

ARBITRATION NOTICE: UNLESS YOU OPT OUT OF ARBITRATION WITHIN 30 DAYS OF THE DATE YOU FIRST AGREE TO THESE TERMS OF USE BY FOLLOWING THE OPT-OUT PROCEDURE SPECIFIED IN THE “ARBITRATION” SECTION BELOW, AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE “ARBITRATION” SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND UPMETRICS WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.

The Use of the Services

1.1 Eligibility

To use the Services, you must be 13 years or older and you must not otherwise be barred from using the Services under applicable law. You must be a human, a company or any other recognized legal entity. It is not permitted to sign up for the Services using bots or other automated methods.

1.2 Restrictions on Use

You will not use the Services for any illegal or unauthorized purpose. You will comply with all laws, rules and regulations applicable to the use of the Services. Also, you must follow any instructions for the Services that are set forth in the Upmetrics Services.

At Upmetrics’s discretion, it may remove from the Services any user generated contents(text, images, videos, comments etc) of your interaction with a software application created using the Services (the “Contents”) if Upmetrics determines that the content violates these Terms of Use or if such removal is necessary to ensure that the operation of the Services complies with applicable law or other legal requirements. Upmetrics’s right to remove any User generated content from the Services does not mean that Upmetrics takes any responsibility regarding the user generated contents. Upmetrics also has the right to investigate violations of these Terms of Use or conduct that affects the Services. Upmetrics may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

You will not interfere with or disrupt the Services or the servers on which the Services and Content (as defined below) are hosted t, including without limitation by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature. You will not alter or interfere with the way the Services are rendered or displayed on a user’s device. You agree not to post, upload, publish, submit or transmit any Content that: (i) is fraudulent, false, misleading or deceptive; (ii) is defamatory, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (v) promotes illegal or harmful activities or substances.

You will not try to access data on the Services that you have no permission to access, including, but not limited to, personally identifiable information from other users of the Services without their permission. You will not avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Upmetrics or any of Upmetrics’s providers or any other third party (including another user) to protect the Services or Content.

You will not copy or share the Services, including, but not limited to, any software associated with the Services (whether in object or source code form). Further, you agree not to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or the Content.

Unless expressly permitted by Upmetrics in writing, you must not download the Business Plan PDFs, or any user contents, or use bots or any other method to get permanent access to the Business Plan PDFs(Except if you are authorized to do the same).

Content and Content Rights

For purposes of these Terms of Use: (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services; and (ii) “User Content” means the text, graphics, images, music, video, pdf documents that you provide to be made available through the Services. Content includes without limitation User Content.

2.1 Content Ownership, Responsibility and Removal

Upmetrics does not claim any ownership rights in any User Content and nothing in these Terms of Use will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, Upmetrics and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.

You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms of Use. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Client on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

2.2 Rights in Content Granted by Upmetrics

Subject to your compliance with these Terms of Use, Upmetrics grants you a limited, non-exclusive, non-transferable, non-sublicensable license to download, view, copy, display and print the Content solely in connection with your permitted use of the Services.

Upmetrics respects copyright law and expects its users to do the same. It is Upmetrics’s policy to terminate in appropriate circumstances users who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.

Rights and Terms for Upmetrics Applications

Subject to your compliance with these Terms of Use, Upmetrics grants you a limited non-exclusive, non-transferable, non-sublicensable license to download and install a copy of the Upmetrics Applications on a mobile device or computer that you own or control and to run such copy of the Upmetrics desktop or mobile Applications. You may not copy the Upmetrics Applications, except for making a reasonable number of copies for backup or archival purposes. Except as expressly permitted in these Terms of Use, you may not: (i) copy, modify or create derivative works based on the Upmetrics Applications; (ii) distribute, transfer, sublicense, lease, lend or rent the Upmetrics Applications to any third party; (iii) reverse engineer, decompile or disassemble the Upmetrics Applications; or (iv) make the functionality of the Upmetrics Applications available to multiple users through any means. Upmetrics reserves all rights in and to the Upmetrics Applications not expressly granted to you under these Terms of Use.

Changes to the Terms of Use

Upmetrics reserves the right, in its sole discretion, to change the Terms of Use from time to time. If we do so, Upmetrics will notify you of such changes by posting the modified Terms of Use on the Upmetrics Site or through other communications. If you continue to use the Services after the updated Terms of Use are posted on the Upmetrics Site, you are indicating to us that you agree to be bound by the updated Terms of Use. If you do not agree to be bound by the modified Terms of Use, then you may not use the Services anymore. Because our Services are evolving over time, we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

Termination

Upmetrics may terminate your access to and use of the Services, at its sole discretion, at any time, for any reason or for no reason, and without notice to you. Upon any termination, discontinuation or cancellation of the Services, all provisions of these Terms of Use which by their nature should survive will survive, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions.

Intellectual property rights

The Upmetrics Services and all intellectual property rights therein are the property of Upmetrics. The Services are licensed, and not sold to you. Upmetrics retains ownership of the Services and the code on which the Services are based.

15 Day Money Back Guarantee

We offer our 15 Day Money Back Guarantee, which is offered to you under these Terms and Conditions.
  • You must have purchased a Product directly from us.
  • You must contact us on support@upmetrics.co within 15 days of first purchase (Even if you cancel your subscription).
  • Money Back Guarantee does not apply on subsequent recurring payments.
  • You must not have violated any other privacy policy.

You must provide us with the following information to validate your claim.
  • Your name & registered email address;
  • Purchase details;
  • The reason that you’re claiming the Offer.

Any charges that you incur in contacting us about the Offer are your responsibility.

We’re providing you with this Offer because we stand behind our Products and know that they’ll help make your business life easier. But if for some reason our Product is not for you, then you’ll get your money back. Please note though, that if you haven’t complied with our Product Terms of Use, or if in our opinion you are trying to obtain benefits from the Offer that you’re not reasonably entitled to, your Offer claim won’t be accepted.

Feedback

We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by contacting us (i) through the Services, (ii) via email at info@upmetrics.co, or (iii) through Upmetrics’s accounts on third-paContent Ownershiprty social networking services such as Facebook or Twitter. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

Warranty Disclaimers

The Services and CONTENT are provided “AS IS,” without warranty of any kind. Without limiting the foregoing, UPMETRICS EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. Upmetrics makes no warranty that the Services or the Recordings will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of the Services or Content.

Limitation of liability

NEITHER UPMETRICS NOR its shareholders, employees, directors, affiliates, successors, assigns or AGENTS successors shall be liable for any special, EXEMPLARY, incidental, punitive or consequential damages arising out of OR IN CONNECTION WITH THESE TERMS OF USE OR FROM the use OF or inability to use the ServiceS OR THE CONTENT (INCLUDING THE RECOrDINGS) WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT UPMETRICS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

In no event will Upmetrics’s total liability arising out of or in connection with THESE TERMS OF USE OR FROM THE USE OF OR INABILITY TO USE the Services or content EXCEED THE AMOUNTS YOU HAVE PAID TO UPMETRICS FOR USE OF THE SERVICES OR content OR, IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO UPMETRICS, ONE HUNDRED DOLLARS ($100). Under no circumstances, regardless of the type of damage, shall Upmetrics’s and its shareholders, employees, directors, affiliates, successors, assigns or AGENTS’ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR THE CONTENT EXCEED $10 000.

Indemnification

You agree to indemnify and hold Upmetrics and its shareholders, employees, directors, affiliates, successors, assigns or agents, harmless from and against any claims, liabilities, damages, losses and expenses including without limitation, reasonable attorney’s fees and costs, arising out of or in any way connected with (i) your use of the Services or Content in any way, (ii) your breach or alleged breach of these Terms of Use or the instructions on the Upmetrics Site, (iii) your violation of any third-party intellectual property rights, property or privacy rights, or (iv) your violation of any laws, regulations, rules, codes or statutes.

The Services may contain links to third-party websites or resources. Upmetrics provides these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.

Entire agreement

These Terms of Use constitute the entire and exclusive agreement between Upmetrics and you regarding its subject matter and supersede and replace any and all prior oral or written understandings or agreements between Upmetrics and you regarding its subject matter.

Severability

Should any provision of the Terms of Use be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Terms of Use, and the application of that provision shall be enforced to the extent permitted by law.

Governing law and arbitration

14.1 Governing Law.

These Terms of Use are governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.

14.2 Arbitration.

(a) Agreement to Arbitrate

You and Upmetrics agree that any dispute, claim or controversy arising out of or relating to these Terms of Use or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). Without limiting the preceding sentence, you will also have the right to litigate any other Dispute if you provide Upmetrics with written notice of your desire to do so by email or regular mail at info@upmetrics.co; Upmetrics LLC. Longfellow Road, Coventry, UK; or +1 (415) 216-8913 within thirty (30) days following the date you first agree to these Terms of Use (such notice, an “Arbitration Opt-out Notice”). If you don’t provide Upmetrics with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. The exclusive jurisdiction and venue of any IP Protection Action or, if you timely provide Upmetrics with an Arbitration Opt-out Notice, will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide Upmetrics with an Arbitration Opt-out Notice,you acknowledge and agree that you and Upmetrics are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Upmetrics otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms of Use.

(b) Arbitration Rules

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

(c) Arbitration Process

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a general Demand for Arbitration and a separate Demand for Arbitration for California residents.) The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

(d) Arbitration Location and Procedure

Unless you and Upmetrics otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and Upmetrics submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

(e) Arbitrator’s Decision

The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Upmetrics will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.

(f) Fees

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Upmetrics will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

(g) Changes

Notwithstanding the provisions of the “Changes to the Terms of Use” section above, if Upmetrics changes this “Dispute Resolution” section after the date you first accepted these Terms of Use (or accepted any subsequent changes to these Terms of Use), you may reject any such change by sending us written notice (including by email to info@upmetrics.co) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Upmetrics’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Upmetrics in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms of Use (or accepted any subsequent changes to these Terms of Use).

If you have any questions about the Terms of Use, please contact us at info@upmetrics.co