Upmetrics Terms of Service
Welcome to Upmetrics, owned and operated by Upmetrics Inc.
These Terms of Service are a contract between you and Upmetrics Inc. (referred to in these Terms of Service as “Upmetrics”, “us”, “we” or “our”), the provider of the Upmetrics.co website and the services accessible from the Upmetrics website (which are collectively referred to in these Terms of Service as the “Upmetrics Service” or Just “Upmetrics”).
The “Effective Date” of this Agreement is the date which is the earlier of (a) Customer’s initial access to any Service (as defined below) through any online provisioning, registration or order process or (b) the effective date of the first Order Form referencing this Agreement.
Modifications to this Agreement : From time to time, Upmetrics may modify this Agreement. Unless otherwise specified by Upmetrics, changes become effective for Customer upon renewal of Customer’s current Subscription Term (as defined below) or entry into a new Order Form. Upmetrics will use reasonable efforts to notify Customer of the changes through communications via Customer’s account, email or other means. Customer may be required to click to accept or otherwise agree to the modified Agreement before renewing a Subscription Term or entering into a new Order Form, and in any event continued use of the Services after the updated version of this Agreement goes into effect will constitute Customer’s acceptance of such updated version. If Upmetrics specifies that changes to the Agreement will take effect prior to Customer’s next renewal or order (such as for legal compliance or product change reasons) and Customer objects to such changes, Customer may terminate the applicable Subscription Term and receive as its sole remedy a refund of any fees Customer has pre-paid for use of the applicable Services for the terminated portion of the Subscription Term.
BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING ANY SERVICES, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE ANY SERVICES. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT. THIS AGREEMENT CONTAINS MANDATORY ARBITRATION PROVISIONS THAT REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS. PLEASE READ IT CAREFULLY.
The Use of the Services
1.1 Eligibility
To use the Services, you must be 16 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 Registration Information
1.3 Password
You are responsible for maintaining the security of your account and password. We will not be liable for any loss or damage from your failure to comply with this security obligation. Personally identifiable information submitted by you will be subject to our Privacy Policy.
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’ 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’ 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’ 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).
- You may not use the Upmetrics Service for distributing any virus, time bomb, trap door, or other harmful or disruptive computer code, mechanism or program;
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.
2.3 DMCA / Copyright Policy
Upmetrics respects copyright law and expects its users to do the same. It is Upmetrics’ policy to terminate in appropriate circumstances users who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.
2.4 Content Disclaimer
You understand that when using Upmetrics you may be exposed to Content from a variety of sources, and that Upmetrics Inc. is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to such Content. You further understand and acknowledge that you may be exposed to 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 Upmetrics Inc. with respect thereto. Upmetrics Inc. does not endorse any Content or any opinion, recommendation or advice expressed therein, and Upmetrics Inc. expressly disclaims any and all liability in connection with the Content.
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
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
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.
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.
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 [email protected], or (iii) through Upmetrics’ accounts on third-party 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.
Disclaimer
This presentation has been prepared exclusively for the benefit and internal use of a qualified sophisticated global financier to whom it is directly addressed and delivered. This presentation is for discussion purposes only and is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by the Executives of Company A (“Company”). Neither this presentation nor any of its contents may be used for any other purpose without the prior written consent of the Company.
In preparing this presentation, we have relied upon and assumed, without independent verification, the accuracy and completeness of all information available from public and private sources which were provided to us or which were otherwise reviewed by us. In addition, our analyses do not claim to be appraisals of the assets or the valuation of any entity. The Company makes no representations as to the actual benefits which may be received in connection with a transaction nor the legal, tax or accounting effects of consummating a transaction.
A number of statements referenced in this presentation that has been granted, are forward-looking statements, and any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, and goals, assumption of future events or performance are not statements of historical fact and may be “forward-looking statements.”
Forward-looking statements are based on expectations, estimates and projections at the time the statements are made that involve a number of risks and uncertainties which could cause actual results or events to differ materially from those presently anticipated. Forward-looking statements in this presentation may be identified through the use of words such as “expects,” “will,” “anticipates,” “estimates,” “believes,” or statements indicating certain actions “may,” “could,” or “might” occur. Any person or entity seeking to make an investment in the company should not rely on the information set forth in this business plan as complete.
Any person or entity seeking to make an investment in the company should not rely on the information set forth in this business plan as complete. There exists substantial information with respect to the company, its business and its future prospects which are not set forth in the business plan and there exist a substantial number of risks associated with an investment in the company which is not set forth in this business plan.
Any person or entity considering making an investment in the company must ensure that they avail themselves of all other information relating to the company, its business, and its financial projections, as well as all other information, deemed necessary or desirable by such perspective, prior to any such investor making an investment in the company.
By accepting delivery of this plan, the recipient agrees to return this copy to the corporation at the address listed below if requested.
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’ 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’ 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.
Links to Third Party Websites or Resources
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.
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 resolved by binding arbitration, except that each party retains the right: (i) to pursue an individual action in small claims court; and (ii) to seek injunctive or equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights (an “IP Protection Action”).
Without limiting the foregoing, you also have the right to litigate any other Dispute if you provide Upmetrics with written notice of your intent to do so—by email to [email protected] or by regular mail to our business address at 1301 N Broadway STE 32302, Los Angeles, CA 90012 (Upmetrics Inc., registered in Delaware)—within thirty (30) days after you first agree to these Terms (an “Arbitration Opt-out Notice”). If you do not provide such a notice within thirty (30) days, you are deemed to have knowingly and intentionally waived the right to litigate any Dispute except as allowed under clauses (i) and (ii) above.
The exclusive jurisdiction and venue for any IP Protection Action, or any Dispute litigation following a valid opt-out, shall lie in the state or federal courts of the State of Delaware, and each party consents to personal jurisdiction and venue in those courts. Unless you timely provide an Arbitration Opt-out Notice, you acknowledge and agree that both you and Upmetrics waive the right to a jury trial and to participate as a plaintiff or class member in any class or representative proceeding. Further, unless both parties otherwise agree in writing, the arbitrator may not consolidate claims of multiple persons or preside over any class or representative proceeding. If this paragraph is determined to be unenforceable, then the entire “Dispute Resolution” section becomes void. This section survives the termination of these Terms.
(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/Rules 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
(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.