AGREEMENT TO TERMS
INTELLECTUAL PROPERTY RIGHTS
Upmarket Intellectual Property Rights
Provided that you are eligible to use the Upmarket Platform, upon payment of the applicable service fees for the plan you subscribed (the “Subscription Plan”), you and your Authorized Users are granted a limited license to access and use the Upmarket Platform with the functions and features made available for the applicable Subscription Plan. We reserve all rights not expressly granted to you in and to the Upmarket Platform, the Content and the Marks
.User Intellectual Property Rights
You retain full ownership of all of the address books, emails, calendars, social media contacts, call history, call recordings and files you upload or otherwise provide to us in connection with your use of the Upmarket Platform (“User Data”). We do not claim any ownership over any of User Data. You expressly acknowledge that we are not a data broker or lead generator, and we have no responsibility nor obligations regarding accuracy, completeness, appropriateness, safety or legality of User Data, which you shall be solely responsible.Notwithstanding the foregoing, Upmarket shall have the right to collect, use and analyze general information and data from your use of the Upmarket Platform in an aggregated and anonymous manner for purposes of improving and enhancing the quality of the Upmarket Platform, including any services offered thereof, or to market or publish general information and statistics.
USE OF NAME
A customer hereby authorizes and agrees that Upmarket may use your name and logo in Upmarket’s marketing materials and website and identify you as user of the Upmarket Platform, provided that you shall have the right to revoke such authorization upon five (5) day advance written notice to Upmarket.
To use certain functions and features offered on the Upmarket Platform, you may be required to register with the Upmarket Platform. Only an authorized representative of an Enterprise User may register or create an account for the Enterprise User. In all cases, you agree to (a) provide true, accurate, current and complete information as required for the registration (“Account Info”) about yourself and if applicable, the Enterprise User and (b) maintain and promptly update the Account Info to keep it true, accurate, current and complete. If you (or your Authorized Users) provide any information that is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account. You agree and if applicable, will cause your Authorized Users to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
FEES AND PAYMENT
The call services offered on Upmarket Platform is designed for normal commercial use of up to 3000 minutes of calls per user (or per Authorized User, if applicable) per month. We reserve the right to charge you for any uses of in excessive of normal commercial use described in the preceding sentence at such a rate per minute per the rate sheet we will send to your e-mail address on file.
All purchases are non-refundable. You can cancel your subscription at any time by contacting us using the contact information provided below. Your cancellation will take effect at the end of the current paid term.If you are unsatisfied with our services, please email us at email@example.com or call us at (+1)7182880876.
Any unauthorized use or the resale of the Upmarket Platform, is expressly prohibited. You agree to abide by all applicable local, state, national and international laws and regulations and are solely responsible for all acts or omissions that occur under your account or password, including the content of your transmissions through the Upmarket Platform. By way of example, and not as a limitation, you agree not to:I. Use the Upmarket Platform in connection with chain letters, junk email, pyramid schemes, illegal or unethical testimonials, cross soliciting, money games, spamming, or any duplicative or unsolicited messages (commercial or otherwise);II. Harvest or otherwise collect information about others, including without limitation phone numbers and/or email addresses, without their consent;III. Create a false identity or forged email, or otherwise attempt to mislead others as to the identity of the user or the origin of the message;IV. Transmit through the Upmarket Platform unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature;V. Transmit any material that may infringe the intellectual property rights or other rights of third parties, including trademark, copyright or right of publicity;VI. Libel, defame or slander any person, or infringe upon any person’s privacy rights;VII. Transmit any material that contains viruses, Trojan horses, worms, time bombs, cancel bots, or any other harmful or deleterious programs;VIII. Violate any U.S. law regarding the transmission of technical data or software exported from the United States through the Upmarket Platform;IX. Interfere with or disrupt networks connected to the Upmarket Platform or violate the regulations, policies or procedures of such networks;X. Attempt to gain unauthorized access to the Upmarket Platform, other accounts, computer systems or networks connected to the Upmarket Platform, through password mining or any other means;XI. Interfere with another’s use and enjoyment of the Upmarket Platform or another entity’s use and enjoyment of similar services;XII. Transmit unsolicited commercial email or “spam,” as defined in the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (the “CAN-SPAM” Act) (15 U.S.C. §7701) or, if applicable, Canada’s Anti-Spam Law (“CASL”), illegally create or collect e-mail addresses, deceptively use e-mail relays or transmissions, or otherwise violate the CAN-SPAM Act or CASL; orXIII. Use the Upmarket Platform to record or monitor a phone call or other communication without securing consent from the participants to the phone call or other communication as required under applicable law (including, as applicable, California’s Invasion of Privacy Act and similar laws in other jurisdictions); orXIV. Transmit SMS without the consent of the message recipient, who must agree to receive messages of the type you are going to send them, or otherwise fail to comply with any federal, state, or local laws; orXV. Engage in any other activity that might subject either you or us to criminal liability, money judgments or other civil penalties.
We retain the right, at our sole discretion, to determine whether Your conduct is consistent with the letter and spirit of this Agreement and may terminate your access if Your conduct is found to be inconsistent with the same.
COMPLIANCE WITH LAW
You are solely responsible to use the Upmarket Platform in full compliance with all applicable laws and regulations, including without limitation, all state, federal and international: (a) professional licensing requirements; (b) Do-Not-Call (“DNC”) list prohibitions; (c) telephone solicitor registration and bonding requirements; (d) consumer cancellation rights; (e) wireless calling restrictions; (f) restrictions on the use of automatic telephone dialing systems and prerecorded messages; (g) opt-out rules; (h) mandatory disclosures (i) intellectual property rights and restrictions; and (j) all other product and industry regulations. By making any use of the Upmarket Platform, you expressly warrant to us that you are and shall continue to act in full compliance with the law. You expressly agree that you have read and understand the FTC’s Telemarketing Sales Rule (“TSR”), the FCC’s Telephone Consumer Protection Act (“TCPA”), if applicable, and all other applicable laws and regulations. You should review these rules with your own legal counsel to ensure that you understand and is fully compliant with the applicable laws.
INTEGRATED SERVICES AND OTHER THIRD-PARTY SERVICES
LIMITATIONS OF UPMARKET PLATFORM
Upmarket Platform is not intended for making calls to any emergency services (for example, 911 or E911 calls). You are responsible for assuring that all employees, agents, and other persons utilizing the Upmarket Platform are aware of this limitation and for providing appropriate emergency calling capability. We not liable for any claims, damages or losses, and you hereby waive any and all such claims or causes of action, arising from or relating to use of the Upmarket Platform to make emergency calls.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Upmarket Platform (“Submissions”) provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
THIRD-PARTY WEBSITES AND CONTENT
We respect the intellectual property rights of others. If you believe that any material available on or through the Upmarket Platform infringes upon any copyright you own or control, please immediately notify us using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to applicable law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Upmarket Platform infringes your copyright, you should consider first contacting an attorney.
TERM AND TERMINATION
MODIFICATIONS AND INTERRUPTIONS
There may be information on the Upmarket Platform that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Upmarket Platform at any time, without prior notice.
THE UPMARKET PLATFORM IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE UPMARKET PLATFORM AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE UPMARKET PLATFORM AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE UPMARKET PLATFORM’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE UPMARKET PLATFORM AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE UPMARKET PLATFORM, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE UPMARKET PLATFORM, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE UPMARKET PLATFORM BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE UPMARKET PLATFORM. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE UPMARKET PLATFORM, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
YOU ACKNOWLEDGE THAT, NOTWITHSTANDING THE SECURITY FEATURES OF THE UPMARKET PLATFORM, NO PRODUCT, HARDWARE, SOFTWARE OR SERVICE CAN PROVIDE A COMPLETELY SECURE MECHANISM OF ELECTRONIC TRANSMISSION OR COMMUNICATION AND THAT THERE ARE PERSONS AND ENTITIES, INCLUDING ENTERPRISES, GOVERNMENTS AND QUASI GOVERNMENTAL ACTORS, AS WELL AS TECHNOLOGIES, THAT MAY ATTEMPT TO BREACH ANY ELECTRONIC SECURITY MEASURE. THEREFORE, WE WILL HAVE NO LIABILITY ON ACCOUNT OF ANY SECURITY BREACH CAUSED BY ANY SUCH PERSONS, ENTITIES, OR TECHNOLOGIES.
LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE Upmarket Platform, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.I
ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Upmarket Platform, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Upmarket Platform, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE Upmarket Platform. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
CALIFORNIA USERS AND RESIDENTS
If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
In order to resolve a complaint regarding the Upmarket Platform or to receive further information regarding use of the Upmarket Platform, please contact us at:
440 E 62nd St
New York, NY 10065