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ERMS OF USE (UPMARKET)

Last updated August 26, 2021

 AGREEMENT TO TERMS 

These Terms of Use (these “Terms” or “Terms of Use”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“You”) and Proxiplace Incorporated, doing business as Upmarket, a Delaware coproration (“Upmarket”, “we”, “us”, or “our”), concerning your access to and use of the https://upmarket.ai/ website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Upmarket Platform”). You agree that by accessing the Upmarket Platform, you have read, understood, and agree to be bound by all of these Terms of Use.   If you represent an entity (an “Enterprise User”), your employees, contractors or agents who are authorized by you to use the Upmarket Platform are “Authorized Users”.   IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE Upmarket Platform AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Upmarket Platform from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Upmarket Platform after the date such revised Terms of Use are posted.

The information provided on the Upmarket Platform is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Upmarket Platform from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Upmarket Platform is not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use this Upmarket Platform. You may not use the Upmarket Platform in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

The Upmarket Platform is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Upmarket Platform.

INTELLECTUAL PROPERTY RIGHTS

Upmarket Intellectual Property Rights

Unless otherwise indicated, the Upmarket Platform is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Upmarket Platform (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions.  Nothing in these Terms of User shall be construed to transfer any of the Upmarket Platform proprietary or intellectual property rights to you.  You expressly acknowledge that you will not to reverse engineer the Upmarket Platform or encourage or assist anyone, including your Authorized Users, to do so.

Except as expressly provided in these Terms of Use, no part of the Upmarket Platform and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

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

An Enterprise User 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.

USER REPRESENTATIONS 

By using the Upmarket Platform, you (including your Authorized Users if you are an Enterprise User) represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms of Use; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Upmarket Platform through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Upmarket Platform for any illegal or unauthorized purpose; and (7) your use of the Upmarket Platform will not violate any applicable law or regulation.

Further you represent and warrant that: (8) any and all email addresses and phone numbers that You upload into Upmarket Platform are for individuals who have opted in or are otherwise legally contactable by you and (9) any content you upload to the Upmarket Platform is owned by you or provided to you with the express authority of the owners, does not infringe upon any other individual’s or organization’s rights (including, without limitation, copyright, trademark or intellectual property rights).

If you breach any of the foregoing representations and warranties,  in addition to other remedies available, we have the right to suspend or terminate your account and refuse any and all current or future use of the Upmarket Platform (or any portion thereof).

 USER REGISTRATION

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

 Subscription Fees

 

By subscribing to the services offered on the Upmarket Platform, you agree to the term, pricing, payment, and billing requirements set forth herein and on Upmarket Platform’s pricing page: https://upmarket.ai/pricing/.

To subscribe to any paid Subscription Plan, you must provide current, complete, and accurate purchase and account information for payment of the applicable subscription fees. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Please be aware that any payment information you submitted may be stored, collected, and processed by our third-party payment processor (currently Stripe, the “Payment Processor”). You may review how the Payment Processor uses your personal information by accessing the privacy policy here: https://stripe.com/gb/privacy.

Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in U.S. dollars.

You agree to pay all charges or fees at the prices then in effect for your purchases, including any additional charges as described below, and you authorize us to charge your chosen payment provider for any such amounts upon making your purchase. If your purchase is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until you notify us of your cancellation.

We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any order placed through the Upmarket Platform.

Additional Charges

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.

CANCELLATION 

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 hello@proxiplace.com or call us at (+1)7182880876.

USER CONDUCT

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:

  1. 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);
  2. 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;

  1. Transmit through the Upmarket Platform unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature;
  2. Transmit any material that may infringe the intellectual property rights or other rights of third parties, including trademark, copyright or right of publicity;
  3. 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;

  1. Interfere with or disrupt networks connected to the Upmarket Platform or violate the regulations, policies or procedures of such networks;
  2. 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;
  3. 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; or

XIII. 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); or

XIV. 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; or

  1. 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 pre-recorded 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

If You are using the Upmarket Platform in conjunction with a third-party platform (e.g., Salesforce, Pipedrive, Outreach.io) (such use, “Integrated Use”), you agree that the Upmarket Platform may access and modify your records as required for the Integrated Use. You agree to bear all risks associated therewith, including but not limited to the risk that your account information may be damaged, altered, deleted, or changed in a way you have not anticipated or expected. Further, you understand that Upmarket Platform’s continued functionality may be affected by the Integrated Use with any third-party platforms.  You expressly release us from any liability for any such risk arising out of the Integrated Use.

To enable our call services, we use services provided by our third-party service provider, Telnyx.  Amongst other functions, Telnyx may provide recording services and you hereby agree that you have reviewed Telnyx’s privacy policy and acceptable use policy and understand your rights and obligations thereof.  

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.

SUBMISSIONS 

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 

The Upmarket Platform may contain (or you may be sent via the Upmarket Platform) links to other websites (“Third-Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content”). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Upmarket Platform or any Third-Party Content posted on, available through, or installed from the Upmarket Platform, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Upmarket Platform and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Use no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Upmarket Platform or relating to any applications you use or install from the Upmarket Platform. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

WEBSITE MANAGEMENT 

We reserve the right, but not the obligation, to: (1) monitor the Upmarket Platform for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Upmarket Platform or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Upmarket Platform in a manner designed to protect our rights and property and to facilitate the proper functioning of the Upmarket Platform.

PRIVACY POLICY 

We care about data privacy and security. Please review our Privacy Policy: https://upmarket.ai/privacy-policy/.  By using the Upmarket Platform, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Use. Please be advised the Upmarket Platform is hosted in the United States. If you access the Upmarket Platform from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Upmarket Platform, you are transferring your data to the United States, and you agree to have your data transferred to and processed in the United States.

COPYRIGHT INFRINGEMENTS 

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 

These Terms of Use shall become effective upon your subscription of any Subscription Plan and unless otherwise terminated earlier in accordance with these Terms, continue for one (1) calendar month (or such other period as agreed by the parties in writing) (the “Initial Term”).  All subscriptions will automatically renew for additional period equal to the Initial Term (each, a “Successive Term” and together with the Initial Term, the “Term”) until the Subscription Plan is cancelled.

WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE UPMARKET PLATFORM (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE Upmarket Platform OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

MODIFICATIONS AND INTERRUPTIONS 

We reserve the right to change, modify, or remove the contents of the Upmarket Platform at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Upmarket Platform. We also reserve the right to modify or discontinue all or part of the Upmarket Platform without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Upmarket Platform.

We cannot guarantee the Upmarket Platform will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Upmarket Platform, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Upmarket Platform at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Upmarket Platform during any downtime or discontinuance of the Upmarket Platform. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Upmarket Platform or to supply any corrections, updates, or releases in connection therewith.

GOVERNING LAW 

These Terms of Use and your use of the Upmarket Platform are governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be entirely performed within the State of New York, without regard to its conflict of law principles.

DISPUTE RESOLUTION 

Any legal action of whatever nature brought by either you or us (collectively, the “Parties” and individually, a “Party”) shall be commenced or prosecuted in the state and federal courts located in Manhattan, New York, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms of Use. In no event shall any claim, action, or proceeding brought by either Party related in any way to the Upmarket Platform be commenced more than one (1) years after the cause of action arose.

CORRECTIONS 

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.

DISCLAIMER 

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.

SECURITY RISKS 

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.

INDEMNIFICATION 

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your use of the Upmarket Platform; (2) your violation of laws; (3) breach of these Terms of Use; (4) any breach of your representations and warranties set forth in these Terms of Use; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Upmarket Platform with whom you connected via the Upmarket Platform. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

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.

MISCELLANEOUS

These Terms of Use and any policies or operating rules posted by us on the Upmarket Platform or in respect to the Upmarket Platform constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Upmarket Platform. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

CONTACT US

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:

Proxiplace Incorporated

32 W 39th St

Penthouse

New York, NY 10018

United States

Phone: (+1)7182880876

hello@proxiplace.com