Last Updated: October 11, 2022
PLEASE READ THESE TERMS OF UE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST GoUpscale ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
Description of Services: The Services are software accessed over the internet and via mobile devices for the purpose; of creating, storing, accessing, otherwise using your own contact information and other people’s contact information from your network, and sales information. sharing that information out in a microsite, and recording the insights from the recipient’s interactions.
Security of your account: You agree to be responsible for any act or omission of any users that access the Services under your account. You agree to immediately notify GoUpscale of any breach of security of which you become aware.
Access to the Service: You are responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Service. You are responsible for ensuring that such equipment and services are compatible with the Service, and, to the extent applicable, the Software (as defined below), and complies with all configurations and specifications set forth in GoUpscale's published policies then in effect.
Modifications to the Service: GoUpscale reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that GoUpscale will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
General Practices Regarding Use and Storage: You acknowledge that GoUpscale may establish general practices and limits concerning use of the Service, including without limitation the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on servers on your behalf. You agree that GoUpscale has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that GoUpscale reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that GoUpscale reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
Mobile Services: The Service includes certain services that are available via a mobile device, including (i) the ability to upload content to the Service via a mobile device, (ii) the ability to browse the Service and the Site from a mobile device and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier's standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices.
User Conduct: You are solely responsible for all information, data, text, images, video or other materials (“Content”) that you upload, post, publish, display, transmit or send (collectively, “Transmit”) or otherwise use via the Service. You agree to use the Service in compliance with the GoUpscale Acceptable Use Policy available at www.GoUpscale.com/legal/acceptable-use. GoUpscale reserves the right to investigate and take appropriate legal action against anyone who, in GoUpscale's sole discretion, violates this provision, including without limitation, suspending or terminating the account of such violators and reporting you to the law enforcement authorities.
YOU ACKNOWLEDGE AND AGREE THAT (A) GoUpscale (OR OUR PAYMENT PROCESSOR) IS AUTHORIZED TO CHARGE YOU ON A RECURRING BASIS (E.G., MONTHLY OR YEARLY) FOR AS LONG AS YOUR SUBSCRIPTION TO THE SERVICE CONTINUES AND (B) YOUR SUBSCRIPTION WILL CONTINUE UNTIL YOU CANCEL IT OR WE SUSPEND OR STOP PROVIDING ACCESS TO THE SERVICES. YOU MAY CANCEL YOUR SUBSCRIPTION AT ANY TIME BY EMAILING US AT SUPPORT@GOUPSCALE.COM OR VIA THE INTERFACE OF THE SERVICES; PROVIDED, THAT, ANY SUCH CANCELATION WILL BE EFFECTIVE AT THE END OF YOUR CURRENT ANNUAL OR MONTHLY BILLING PERIOD, AND THAT CANCELATION WILL NOT RESULT IN ANY REFUND OF PREPAID FEES. If you dispute any charges you must notify GoUpscale in writing within sixty (60) days after the date that GoUpscale charges you. We reserve the right to change GoUpscale's prices. If GoUpscale does change prices, GoUpscale will provide notice of the change through the Service or in email to you, at GoUpscale's option, at least 30 days before the change is to take effect. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. GoUpscale may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by GoUpscale thirty (30) days after the mailing date of the invoice, or the Services may be terminated. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. You shall be responsible for all taxes associated with the Services other than U.S. taxes based on GoUpscale's net income.
Business Accounts: If you have been provided access to the service as part of your employer’s enterprise account with GoUpscale, then you acknowledge that your right to access and use the Service is subject to the terms of a separate agreement between GoUpscale and your employer. Your access to the Service may be revoked by your employer at any time.
Special Notice for International Use; Export Controls: Software available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Service, including as it concerns online conduct and acceptable content.
Commercial Use: Unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or transmit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.
Data Processing Addendum: To the extent we process any Customer Personal Data (as defined in the Addendum) that is subject to the GDPR (as defined in the Addendum) on your behalf, the terms of the data processing addendum at https://www.GoUpscale.com/legal/gdpr-addendum (“Addendum”), which are hereby incorporated by reference, shall apply and the parties agree to comply with such terms.
Apple has no obligation whatsoever to provide any maintenance or support services with respect to the Apple-Enabled Software.
Apple is not responsible for any product warranties, whether express or implied by law. In the event of any failure of the Apple-Enabled Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Enabled Software to you, if any; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Enabled Software, or any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty, which will be GoUpscale's sole responsibility, to the extent it cannot be disclaimed under applicable law.
GoUpscale and you acknowledge that GoUpscale, not Apple, is responsible for addressing any claims of you or any third party relating to the Apple-Enabled Software or your possession and/or use of that Apple-Enabled Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple-Enabled Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
In the event of any third party claim that the Apple-Enabled Software or the end-user's possession and use of that Apple-Enabled Software infringes that third party's intellectual property rights, as between GoUpscale and Apple, GoUpscale, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
If you have any questions, complaints or claims with respect to the Apple-Enabled Software, they should be directed to GoUpscale as follows:
10 Anson Road, #12-14 International Plaza, Singapore 079903.
Service Content, Software and Trademarks: You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by GoUpscale, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Service. In connection with your use of the Service you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by GoUpscale from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Service or distributed in connection therewith are the property of GoUpscale, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by GoUpscale.
Third Party Material: Under no circumstances will GoUpscale be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that GoUpscale does not pre-screen content, but that GoUpscale and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via the Service. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
User Content Transmitted Through the Service: With respect to the Content or other materials you transmit through the Service or share with other users or recipients (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein. By transmitting any User Content through the Service, you hereby grant and will grant GoUpscale and its affiliated companies a license to perform the actions necessary to deliver User Content to the intended recipients. You also acknowledge and agree that User Content does not include any System Data. System Data is owned by GoUpscale. “System Data” means aggregated and anonymous user and other data regarding the Services that may be used to generate logs, statistics and reports regarding performance, availability, integrity and security of the Services. System Data does not include the contact information or Personal Data of your contacts that you upload or receive through the Service.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Service provided by you to GoUpscale (“Submissions”), and any User Content that you make available through the Service in a manner that allows other users of the Service and/or members of the general public not specified or identified by you to access your User Content (“Public User Content”) are non-confidential and GoUpscale will be entitled to the unrestricted use and dissemination of these Submissions and Public User Content for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
The Service may provide, or third parties may provide, links or other access to other sites, services, products, and resources on the Internet (“Third Party Services”). GoUpscale has no control over such Third Party Services and GoUpscale is not responsible for and does not endorse such Third Party Services. You further acknowledge and agree that GoUpscale will 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 content, events, goods or services available on or through any such Third Party Service. Any dealings you have with third parties found while using the Service are between you and the third party, and you agree that GoUpscale is not liable for any loss or claim that you may have against any such third party.
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. GOUPSCALE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
GOUPSCALE MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT GoUpscale WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF GOUPSCALE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL GOUPSCALE'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID GOUPSCALE IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
a. Agreement to Arbitrate
b. Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND GOUPSCALE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND GoUpscale AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
c. Pre-Arbitration Dispute Resolution
GoUpscale is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer's satisfaction by emailing customer support at support@GoUpscale.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to GoUpscale should be sent to 10 Anson Road, #12-14 International Plaza, Singapore 079903 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If GoUpscale and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or GoUpscale may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by GoUpscale or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or GoUpscale is entitled.
d. Arbitration Procedures
Unless GoUpscale and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
e. Costs of Arbitration
Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, GoUpscale will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, GoUpscale will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys' fees will be governed by the AAA Rules.
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
h. Future Changes to Arbitration Agreement
You agree that you are solely responsible for your interactions with any other user in connection with the Service and GoUpscale will have no liability or responsibility with respect thereto. GoUpscale reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.
Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at Upscale Technology Corp., 10 Anson Road, #12-14 International Plaza, Singapore 079903.