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PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. BY REGISTERING OR USING ONE OF THE ONLINE SERVICES OF Upvise, PTE LTD ("Upvise") OR CLICKING THE "I ACCEPT" BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS, YOU INDICATE THAT YOU UNDERSTAND AND AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT"). Upvise reserves the right to modify this Agreement at any time, effective upon posting of an updated version of this Agreement on the Upvise website. You are responsible for regularly reviewing this Agreement. Continued use of the Platform or Upvise services after any such changes shall constitute your consent to such changes. 1. Definitions“Application” means customized, installable software functionality created by you, Upvise or Upvise users through use of the Platform – e.g. the Upvise products. "Content" means the information, documents, software, products and services made available to you in the course of using the Platform and Upvise Applications. "Customer Data" means any data, information or material provided or submitted by you in the course of using the Platform and Upvise Applications. "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world. "Upvise Technology" means all of Upvise's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) and Upvise Applications made available to you by Upvise in accordance with this Agreement. "Platform" means the Upvise online service and system rendered to you by Upvise, to which you are being granted access under this Agreement, which includes the Upvise Technology and the Content. 2. Privacy & SecurityUpvise's privacy and security policies, which are incorporated herein by reference, may be viewed at http://www.upvise.com/about/privacy.aspx 3. License Grants & RestrictionsSubject to your compliance with the terms and conditions of this Agreement, Upvise hereby grants you a non-exclusive, non-transferable, worldwide right to access and use the Platform, solely with supported browsers through the Internet. Your access to use the Platform permits you to develop certain templates or form documents or Applications by using the Platform (“User Apps”). You may not permit the Platform to be used by or for the benefit of unauthorized third parties. Nothing in this Agreement shall be construed to grant you any right to transfer or assign rights to access or use the Platform. All rights not expressly granted to you are reserved by Upvise and its licensors. You shall not (i) license, sublicense, sell, resell, distribute or otherwise commercially exploit or make the Platform available to any third party in any way; (ii) modify or make derivative works based upon the Platform; or (iii) reverse engineer or access the Platform in order to copy any features, functions or graphics of the Platform. In the course of using the Platform, you may provide Upvise with feedback, including but not limited to suggestions, observations, errors, problems, or defects regarding the Platform and Upvise Applications (collectively “Feedback”). You hereby irrevocably transfer and assign to Upvise and agree to irrevocably assign and transfer to Upvise all of your right, title, and interest in and to all Feedback, including all Intellectual Property Rights therein.You further acknowledge and agree that, as between the parties, Upvise owns all right, title, and interest in and to the Feedback, including all Intellectual Property Rights therein, even if Upvise subsequently incorporates any Feedback into the Platform or Upvise Applications. Upvise hereby grants you a non-exclusive, royalty-free, perpetual, worldwide license to use, copy and modify the Feedback in any manner that you see fit. If you don’t wish to assign and transfer Feedback to Upvise your only option is not to provide such Feedback to Upvise. In the course of using the Platform, you may load or post certain User Apps into the Upvise gallery to make them available to other users. By making User Apps available on the Upvise gallery, you hereby grant to Upvise a non-exclusive, worldwide, fully transferable right to use, sell, copy, modify, distribute, display, perform, create derivative works based upon those User Apps, and sublicense such rights, solely in connection with Upvise’s operation of the Platform. You, not Upvise, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use all User Apps, and Upvise shall not be responsible or liable for the accuracy, deletion, correction, destruction, damage, loss or failure to store any User Apps. Upon termination of this Agreement, your access to User Apps may be immediately terminated, and Upvise shall have no obligation to maintain or forward any User Apps. Applications used with the Platform are available and will be licensed to you under separate terms and conditions, for example another user may choose to license his Application under a Creative Commons License. 4. SupportUpvise will provide support to you for the Platform in accordance with Upvise’s standard support policies, which Upvise may change from time to time. 5. Your ResponsibilitiesYou will be assigned a Upvise Platform instance (“Upvise Webspace”) for your use of the Platform. You are responsible for all activity occurring under your Upvise Webspace. In addition, you are solely responsible for compliance with all applicable local, state, national and foreign laws, treaties and regulations relating to your use of the Platform, as applicable, including those related to the protection of intellectual property, data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Upvise immediately of any unauthorized use of any password or Upvise Webspace or any other known or suspected breach of security; and (ii) report to Upvise immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you. You are responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Platform, as applicable, including, without limitation, modems, hardware, server, software, Internet browsers, operating system, networking, web servers, long distance and local telephone service, but excluding the Platform (collectively, “Equipment”). You shall be responsible for ensuring that such Equipment is compatible with the Platform, as applicable. You shall also be responsible for the use, and maintaining the security, of the Equipment. As a condition to your use of the Platform as applicable, you agree not to:
Upvise reserves the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Upvise may involve and cooperate with law enforcement authorities in prosecuting users who violate this Agreement. You acknowledge that Upvise has no obligation to pre-screen or monitor your access to or use of the Platform or any information, materials or other content provided or made available through the Upvise website, but has the right to do so for the purpose of operating the Platform, to ensure your compliance with this Agreement, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. You hereby agree that Upvise may, in the exercise of Upvise’s sole discretion, remove or delete any postings, information, materials, User Apps, Customer Data, Feedback or other content that violates this Agreement or that is otherwise objectionable, and has no liability to you relating to such removal or deletion. 6. Customer DataIn the course of using the Platform you may submit Customer Data to Upvise. As between you and Upvise you shall remain the sole owner of all Customer Data. However, in order to provide you the Platform and maintain the Upvise site, and enable functionality, Upvise does need a license from you to use Customer Data. For example, we need to use your Customer Data to deliver your page to your web browser and the web browsers of those you authorize to view such pages, to cache the pages on our servers and to backup your data. Our contractors and service providers may also need to access your Customer Data in order to maintain operation of the Platform. Therefore, to enable Upvise to provide you the Platform subject to the terms and conditions of this Agreement you hereby grant to Upvise a worldwide, non-exclusive, fully transferable right to use, copy, modify, distribute, display, perform, create derivative works based on such Customer Data and to sublicense such rights, solely in connection with Upvise's operation of the Platform for you. You, not Upvise, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Upvise shall not be responsible or liable for the accuracy, deletion, correction, destruction, damage, loss or failure to store any Customer Data. Upon termination of this Agreement, your access to Customer Data may be immediately terminated, and Upvise shall have no obligation to maintain or forward any Customer Data. 7. Intellectual Property OwnershipUpvise alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Upvise Technology, the Content, and the Platform and any suggestions, enhancement requests, Feedback, recommendations or other information provided by you or any other party relating to any of the foregoing (the “Upvise Property”). This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Upvise Property. The Upvise name, the Upvise logo, and the product names associated with the Platform are trademarks of Upvise or third parties, and no right or license is granted to use them. Except as otherwise provided in this Agreement, you retain all right, title in and to Customer Data and User Apps. Subject to Upvise’s ownership of the Platform, you shall own all right, title and interest, including all related Intellectual Property Rights, in and to the User Apps. 8. Copyright Policy and DMCA ProcedureUpvise respects copyright law and expects our users to do the same.Unauthorized copying, distribution, modification, public display, or public performance of copyrighted works is an infringement of the copyright holders’ rights. As a condition to your use of the Platform or Applications, you agree that you will not use the Platform to infringe the Intellectual Property Rights of others in any way. Upvise will terminate users who are repeat infringers of the copyrights, or other Intellectual Property Rights, of others. In addition, Upvise reserves the right to terminate a user upon any single infringement of the rights of others in conjunction with use of the Platform or Applications, or as otherwise set forth in this Agreement. In accordance with the Digital Millennium Copyright Act of 1998 (the text of which may be found on the U.S. Copyright Office web site at http://lcweb.loc.gov/copyright/), Upvise will respond expeditiously to claims of copyright infringement committed using the Platform or Applications that are reported to Upvise’s “Designated Copyright Agent” identified below. If you are a copyright owner, or authorized to act on behalf of an owner of the copyright or of any exclusive right under the copyright, please provide Upvise’s Copyright Agent with the following information:
All claims of copyright infringement should be delivered to the following “Designated Copyright Agent” of Upvise:
Unyverse Pte Ltd 9. PaymentWhen you register for a Premium license, you agree to pay Upvise for the Platform either on an annual, semi-annual or monthly basis, which method you will select when registering with Upvise.The first annual payment is due on the date that the Platform in question is ordered, and thereafter on the twelve (12) month anniversary of the first annual payment date. The first semi-annual payment is due and payable on the date that the Platform is ordered, and thereafter on the sixth month anniversary of the Effective Date. Monthly payments are due and payable on the first day of each month for the Platform provided to you during the immediately preceding month. All past due amounts will incur interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is less. Upvise may, in its sole discretion, terminate your Upvise Webspace if it is past due and remove your Upvise Webspace and Customer Data and User Apps from the Upvise servers. You will reimburse Upvise for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any overdue amounts. You will pay all amounts due under this Agreement in U.S. currency. All fees payable under this Agreement are net amounts and are payable in full, without deduction for taxes or duties of any kind. You will be responsible for, and will promptly pay, all taxes and duties of any kind (including but not limited to sales, use and withholding taxes) associated with this Agreement or your receipt or use of the Platform except for taxes based on Upvise’s net income. In the event that Upvise is required to collect any tax for which you are responsible, you will pay such tax directly to Upvise. If you pay any withholding taxes that are required to be paid under applicable law, you will furnish Upvise with written documentation of all such tax payments, including receipts. 10. Price ChangesUpvise may from time to time change the pricing for the Platform, about which changes Upvise will notify you in writing or by posting a notice to your Upvise Webspace. Email notification is considered a writing for the purposes of this Agreement. 11. TerminationAny breach of the terms of this Agreement or unauthorized use of the Platform will be deemed a material breach of this Agreement and in the event of such a breach, your rights to use the Platform will automatically terminate without notice. Upvise, in its sole discretion, may immediately terminate your password, Upvise Webspace or use of the Platform if you breach or otherwise fail to comply with this Agreement. You agree and acknowledge that Upvise has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement. You may terminate this Agreement for convenience upon thirty (30) days prior written notice to Upvise. In the event of a termination for convenience, Upvise has the right to immediately terminate your Upvise Webspace and remove all your Customer Data from its servers and hereby disclaims any and all liability relating to the removal of such data. You agree that in the event of a termination for convenience by you, you will not be entitled to a refund of any unused portion of fees already paid by you to Upvise for the Platform. If you are paying Upvise on a monthly basis, Upvise will invoice you for the portion of the month in which you received the Platform prior to the termination for convenience. 12. Representations & WarrantiesEach party represents and warrants that it has the legal power and authority to enter into this Agreement. 13. Disclaimer of WarrantiesTHE PLATFORM AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY Upvise AND ITS LICENSORS. Upvise AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE PLATFORM AND/OR ANY CONTENT. Upvise AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE PLATFORM WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE PLATFORM OR THE SERVER(S) THAT MAKE THE PLATFORM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS You acknowledge that Upvise does not and cannot control the flow of data to or from the Platform over the Internet. Actions or inactions of third parties may result in situations in which your use of the Platform may be impaired or disrupted due to problems with Internet connections that are beyond Upvise’s control. Although Upvise will use commercially-reasonable efforts to take actions it deems appropriate to remedy and avoid such events, Upvise cannot guarantee that they will not occur. Accordingly, Upvise disclaims any and all liability resulting from or related to such events. In addition, you acknowledge that the Platform may be temporarily unavailable for scheduled maintenance or for unscheduled maintenance, either by Upvise or by third-party providers, or because of other causes beyond Upvise’s reasonable control. Upvise will not be liable for any such unavailability, but Upvise shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled disruption. 14. IndemnityYOU AGREE TO DEFEND, INDEMNIFY AND HOLD Upvise AND ITS EMPLOYEES, SUBSIDIARIES, AGENTS AND REPRESENTATIVES HARMLESS FROM AND AGAINST ANY LIABILITY ARISING FROM OR IN ANY WAY RELATED TO (i) YOUR USE OF THE PLATFORM, OR (ii) CUSTOMER DATA, USER APPS, FEEDBACK OR USER APPS, INCLUDING ANY LIABILITY OR EXPENSE ARISING FROM ALL CLAIMS, LOSSES, DAMAGES (ACTUAL AND CONSEQUENTIAL), SUITS, JUDGMENTS, LITIGATION COSTS AND ATTORNEYS' FEES, OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED. 15. Limitation of LiabilityIN NO EVENT SHALL Upvise’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL Upvise OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS PLATFORM, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE PLATFORM OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE PLATFORM, OR ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF Upvise OR SUCH ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Upvise and its licensors make no representation that the Platform is appropriate or available for use in other locations. If you use the Platform from outside the United States of America and/or the European Union, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States or European Union (including European Union Member States) law is prohibited. 16. AssignmentThis Agreement may not be assigned by you, whether by operation of law or otherwise, including without limitation in connection with a merger, acquisition, or sale of assets, by you without the prior written approval of Upvise. Any purported assignment in violation of this section shall be void. Upvise may freely assign the Agreement. 17. GeneralThis Agreement shall be governed by Singapore law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Platform shall be subject to the exclusive jurisdiction of the state courts located in Singapore. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Upvise as a result of this agreement or use of the Platform. The failure of Upvise to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Upvise in writing. This Agreement comprises the entire agreement between you and Upvise with respect to your use of the Platform and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. |
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