TERMS OF SERVICE
This website, www.upstand.com (this “Website”), is owned and operated by Consensus Labs, Inc. (“CLI”).
These Terms of Service (“Terms”) govern your access to and use of this Website and the services provided to you in connection with this Website (the “Services”). PLEASE READ THE FOLLOWING TERMS CAREFULLY BEFORE USING THIS WEBSITE.
Use of the Website and our Services
You may use this Website and our Services only if you agree to form a binding contract with CLI and are not a person barred from receiving services under the laws of the applicable jurisdiction. In any case, you must be at least 16 years old to use the Services. If you are accepting these Terms and using the Services on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so.
If you disagree with any of these Terms, DO NOT USE THIS WEBSITE.
CLI grants to you a non-exclusive, non-transferable, limited right to use this Website, according to these Terms. We reserve the right to refuse access to the Website and/or the Services to anyone at any time and for any reason whatsoever. If we do so, all licenses and other rights granted to you pursuant to these Terms will cease immediately.
Special Provisions Applicable to Users Outside of the United States
We strive to create a global community with consistent standards for everyone, but we also strive to respect and adhere to locallaws. The following provisions apply to users and anyone else who uses the Services and interacts with the Website and CGI outside the United States:
- You consent to have your personal data transferred to and processed in the United States.
- If you are located in a country embargoed by the United States, or on the U.S. Treasury Department’s list of Specially Designated Nationals, you will not engage in commercial activities on the Website, such as advertising or payments. You will not use the Website if you are prohibited from receiving products, services or software originating in the United States.
You may need to create an account to use this Website and some or all of our Services. You are responsible for safeguarding your account, so use a strong password and limit its use to this account. We cannot and will not be liable for any loss or damage arising from your failure to comply with the above.
You can control most communications from the Services. We may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Services and your account, and you may not be able to opt-out from receiving them. If you added your phone number to your account and you later change or deactivate that phone number, you must update your account information to help prevent us from communicating with anyone who acquires your old number.
Content on the Services
Users of this Website may provide, upload or post information, text, links, graphics, photos or other materials through and on the Website (“Content”). You are responsible for your use of the Services and for any Content you provide, including compliance with applicable laws, rules, and regulations. You should only provide Content that you are comfortable sharing with others.
Any use or reliance on any Content or materials posted on the Website or obtained by you through the Services is at your own risk. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services or endorse any opinions expressed via the Services. You understand that by using the Services and this Website, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. All Content is the sole responsibility of the person who originated such Content. We may not monitor or control the Content posted on the Website and we cannot take responsibility for such Content.
You retain your rights to any Content you submit, post or display on or through the Services. By submitting, posting or displaying Content on or through the Services, you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such Content in any and all media or distribution methods (now known or later developed). This license authorizes us to make your Content available to the rest of the world and to let others do the same. You agree that this license includes the right for CLI to provide, promote, and improve the Services and to make Content submitted to or through the Services available to other companies, organizations or individuals for the syndication, broadcast, distribution, promotion or publication of such Content on other media and services, subject to our terms and conditions for such Content use. Such additional uses by CLI, or other companies, organizations or individuals, may be made with no compensation paid to you with respect to the Content that you submit, post, transmit or otherwise make available through the Services.
You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content that you submit.
Rules Applicable to your Use of this Website and the Services
You may use this Website and our Services only in compliance with these Terms and all applicable laws, rules and regulations. In using the Services and this Website, you agree to the following:
- You will respect others and yourself in your use of our Services and this Website. You will not use our Services or this Website to bully, harass or intimidate another person. You will not post content that may be considered hate speech or symbolism, or that may be considered threatening or pornographic. You will not promote violence or self-harm, or make specific threats of violence toward any person or group of people.
- You will not post or share anyone’s private information without their prior express consent.
- You will respect others’ intellectual property rights, including their copyright or trademark rights. We reserve the right to suspend your account or take other appropriate action when someone’s brand, trademark, copyright, business name and/or logo is used in a way that may mislead or confuse others about your brand affiliation or that otherwise infringes the intellectual property rights of someone else.
- You will not use our Services or Website for any unlawful purpose or in furtherance of any illegal activity. You agree to comply with all applicable laws governing your online activity, conduct and content. You are solely responsible for your interaction with others through the Website, whether online or offline. You agree that CLI is not responsible or liable for any conduct of any user.
- You will not use our Services or Website for commercial gain and you will not post unauthorized commercial communications on the Website.
- You will not create more than one personal account.
- You will not impersonate individuals, groups or organizations in a manner that is intended to, or does, mislead, confuse or deceive others. You will not use the Services or this Website with the intent to mislead or deceive others in any way.
- You will not use the Services or this Website to spam anyone or to publish or link to malicious content.
- You will not upload viruses or other malicious code to the Website.
- You will not do anything that could disable, overburden or impair the proper working or appearance of the Website.
You agree that by accessing the Website and using the Services, you will adhere to the rules and policies set forth in these Terms. Failure to do so may result in CLI taking one or more of the following enforcement actions:
- requiring that you delete prohibited content before you can again create new posts and interact with other users;
- temporarily limiting your ability to create posts or interact with other Website users;
- asking you to verify account ownership with a phone number or email address; or
- permanently suspending your account(s).
If you attempt to evade a permanent suspension by creating new accounts, we will suspend your new accounts.
Your License to Use the Services
CLI gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use this Website. This license has the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by CLI, in the manner permitted by these Terms.
The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Nothing in the Terms gives you a right to use the CLI [or Upstand] name or any of the CLI trademarks, logos, domain names, and other distinctive brand features. All right, title, and interest in and to the Services (excluding Content provided by users) are and will remain the exclusive property of CLI and its licensors. Any feedback, comments, or suggestions you may provide regarding CLI, the Website or the Services is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.
Modifications to this Website
CLI reserves the right, in its sole discretion, without any obligation and without any notice requirement, to change, improve or correct the information, materials and descriptions on this Website and to suspend and/or deny access to this Website for scheduled or unscheduled maintenance, upgrades, improvements or corrections. Any dated information is published as of its date only, and CLI does not undertake any obligation or responsibility to update or amend any such information. CLI may discontinue or change any product or service described in or offered on this Website at any time.
We may stop (permanently or temporarily) providing the Services or any features within the Services to you or to users generally. We also retain the right to create limits on use and storage at our sole discretion at any time. We may also remove or refuse to distribute any Content on the Services, suspend or terminate users, and reclaim usernames without liability to you.
CLI respects the intellectual property rights of others and expects users of the Services to do the same. We reserve the right to remove Content alleged to be infringing without prior notice, at our sole discretion, and without liability to you. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us]. If you believe that your Content has been copied in a way that constitutes copyright infringement, please report this by contacting our designated copyright agent at: [INSERT ADDRESS AND EMAIL ADDRESS FOR DMCA NOTICES – WILL ALSO HAVE TO REGISTER THIS WITH THE COPYRIGHT OFFICE]
Ending These Terms
We may suspend or terminate your account or cease providing you with all or part of the Services at any time for any or no reason, including, but not limited to, if we reasonably believe: (i) you have violated any of these Terms, (ii) you create risk or possible legal exposure for us; (iii) your account should be removed due to prolonged inactivity; or (iv) our provision of the Services to you is no longer commercially viable. We will make reasonable efforts to notify you by the email address associated with your account or the next time you attempt to access your account, depending on the circumstances. In all such cases, the Terms shall terminate, including, without limitation, your license to use the Services, except that the following sections shall continue to apply: II, III, V, and VI.
Disclaimers and Limitations of Liability
The Services are Available “AS-IS”
Your access to and use of the Services or any Content are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. The “CLI Entities” refers to CLI, its affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors. Without limiting the foregoing, to the maximum extent permitted under applicable law, THE CLI ENTITIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
The CLI Entities make no warranty or representation and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of the Services or any Content; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services or any Content; (iii) the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services; and (iv) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from the CLI Entities or through the Services, will create any warranty or representation not expressly made herein.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CLI ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE CLI ENTITIES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID CLI, IF ANY, IN THE PAST SIX MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE CLI ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
This limitation on liability includes liability for any viruses or other harmful components which may infect your equipment, failure of mechanical or electronic equipment or communication lines, telephone or other interconnect problems (e.g., you cannot access your Internet service provider), unauthorized access, theft, operators errors, strikes or other labor problems or any force majeure. CLI cannot and does not guarantee continuous, uninterrupted or secure access to this website. CLI will not be responsible for any loss or damage that could result from interception by third parties of any information or services made available to you via this website.
IF YOU LIVE OUTSIDE OF THE UNITED STATES, BY USING THIS WEBSITE AND OUR SERVICES, YOU AGREE THAT LIABILITY WITH RESPECT TO THE CLI ENTITIES IS LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE IN YOUR COUNTRY OF RESIDENCE.
Governing Law and Jurisdiction
You acknowledge and agree that your access to and/or use of the Website and/or the Services is subject to all applicable international, federal, state and local laws and regulations. The terms, conditions and policies contained in these Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles.
All disputes related to these Terms or the Services will be brought solely in the federal or state courts located in New York County, New York, United States, and you consent to personal jurisdiction and waive any objection as to inconvenient forum.
We may revise these Terms from time to time. The changes will not be retroactive, and the most current version of the Terms will govern our relationship with you. We will try to notify you of material revisions, for example via a service notification or an email to the email associated with your account. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.
In the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect. CLI’s failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.
These Terms are an agreement between you and Consensus Labs, Inc., 763 Ocean Parkway, Brooklyn, NY 11230. If you have any questions about these Terms, please contact us at firstname.lastname@example.org.
© 2018 Consensus Labs, Inc. All Rights Reserved.