CRM for Small Businesses, Startups and Consultants

TERMS OF SERVICE AND CONDITIONS OF USE: USER AGREEMENT
Your use of Upvia’s products, software, services, and websites (referred to collectively as the “Services”) is governed by the terms of this ‘TERMS OF SERVICE AND CONDITIONS OF USE: USER AGREEMENT’ (the “Terms of Use,” “User Agreement,” or “Agreement”) between Upvia and you (the “User”). The User may also include the company or other entity with which the User is employed or otherwise affiliated (including its officers, directors, agents, managers, and employees), to the extent that the User is acting on its behalf. The User represents that they are 18 years old or older and are authorized by their company or other entity to enter into this Agreement. Please note that you must read, agree with, and accept all the terms and conditions contained in this Agreement to use our website located at www.upvia.io, app.upvia.io, or any other subdomain or derivative URL (the “Site”) and related software and services (collectively, the “Upvia Platform”).
Electronic AgreementThis Agreement is an electronic contract that sets out the legally binding terms of your use of the Site and your subscriptions to the Services. By accessing this Site or becoming a Member, the User consents to have this Agreement provided to the User in electronic form.
USER ACCEPTANCE OF THIS AGREEMENTThis Agreement, including the following notices, terms, conditions, and policies (which incorporates by reference other provisions contained in any other products or services agreement(s) executed and in effect between the parties), governs the use of this Site, its contents, any products or services available on or within this Site, and sets forth the terms and conditions that apply to the User’s use of this Site. In case of any inconsistencies between the terms of this Agreement and those in any other products or services agreement(s) executed and in effect between the parties, the terms of such products or services agreement(s) shall take precedence in relation to this Agreement.
This Agreement is effective as of August 27, 2024. By accessing or using this Site, upvia.io, or any subdomain of upvia.io, (other than to read this Agreement for the first time), the User agrees to be bound by the terms and conditions set forth below, and by using this Site, the User affirmatively, expressly, or implicitly represents and warrants to Upvia that the User has carefully reviewed this ‘TERMS OF SERVICE AND CONDITIONS OF USE’ set forth in this Agreement, and the ‘PRIVACY POLICY’ (all terms of which are herein incorporated by reference). The User agrees to abide by and be legally bound by all such terms and conditions of the User Agreement and Privacy Policy. The User agrees to receive required notices and to transact with us electronically. If you, the ‘User’, do not agree, please do not use the Site.
ARTICLE 1ACCEPTANCE OF TERMS AND THE PROVISION OF SERVICE
1. Acceptance of Terms: Provision of Services. The User understands, acknowledges, accepts, consents, and agrees as follows: a. This Agreement incorporates by reference all other terms and conditions applicable to the User’s use of Upvia.io, set forth in any services or product agreements or other transfers or assignments entered into between the User and Upvia; b. Upvia.io and its contents are for the User’s personal non-commercial use only; and c. The User’s right to use Upvia.io is personal to the User and is not transferable to any other person or entity.
2. Acceptance of Terms: Description of Services. Through its Web property, Upvia provides the User with access to a variety of resources, including business management tools, client portals, communication solutions, and product information (collectively, “Services”). The Services, including any updates, enhancements, new features, and/or the addition of any new Web properties, are subject to the Terms of Use.
3. Acceptance of Terms: Changes to the Terms of this Agreement or Other Policies. Upvia reserves the right at any time to change or modify the terms and conditions applicable to the User’s use of Upvia.io, or any part thereof, or to impose new conditions, including, but not limited to, adding fees and charges for use. Such changes, modifications, additions, or deletions shall be effective immediately upon notice thereof, which may be given by means including, but not limited to, posting on Upvia.io, or by electronic or conventional mail, or by any other means by which the User obtains notice thereof. Any use of Upvia.io by the User after such notice shall be deemed to constitute acceptance by the User of such changes, modifications, or additions. The User is responsible for checking these terms periodically for any changes. The most current version of this Agreement can be reviewed by going to www.upvia.io/legal/terms.
4. Acceptance of Terms: Changes to Services a. Upvia is entitled at any time to modify, improve, or discontinue any of its content, products, services, and any aspect or feature of Upvia.io, including, but not limited to, content, hours of availability, and equipment needed for access or use, at its sole discretion and without notice to the User. Upvia is entitled to provide services to the User through subsidiaries or affiliated entities. b. Upvia reserves the right to change, remove, or discontinue (temporarily or permanently) the website, or any content, service, function, feature, or other part of the website at any time or without notice; and the User confirms that Upvia shall not be liable to the User for any such change, removal, or discontinuance. c. Purchase of Services and Services Availability – Specific terms and conditions apply to your purchase of services from Upvia and to specific portions or features of Upvia.io. Upvia’s obligations regarding its services offered on Upvia.io are governed solely by such terms and conditions and nothing contained on Upvia.io or in these Terms and Conditions shall be construed to alter service-specific terms and conditions. d. Promotions – Upvia.io may contain or offer sweepstakes, contests, promotions, or other similar features, which may be subject to a separate set of rules that describe the contest or promotion and may have eligibility requirements, such as certain age or geographic area restrictions. It is your responsibility to read those rules to determine whether or not your participation, registration, or entry will be valid or restricted, and to determine the sponsor’s requirements in connection with the applicable contest or promotion.
5. Acceptance of Terms: Additional Terms and Conditions for Software When the User registers for or purchases Upvia’s services, the User may be required to agree to one or more End-User License Agreements (or “EULAs”), which may include additional terms. The User will be bound by any EULA that the User agrees to.
6. Privacy: Data Protection In order to provide quality services to you, we collect certain personal information, including but not limited to the User’s name, address, and telephone numbers. Upvia.io also utilizes cookies and similar automated techniques to collect information to enhance and personalize the User’s experience as an Upvia customer. Our information practices are subject to Upvia’s ‘Privacy Policy’ (most recent version can be found on the following page: www.upvia.io/legal/privacy. The information the User submits when opening an Upvia account and when the User transacts business via the Upvia website may be transferred to, stored in, and/or processed in the United States or any other country when such transfer, storage, and/or processing are necessary to provide Upvia services to you. By opening an Upvia account, the User consents to the transfer, storage, and/or processing of that information in such countries. If the User objects to the User’s information being transferred, stored, or processed in this manner, or if the User objects to the use of cookies or to our Privacy Policy, please do not use Upvia services.
7. SECURITY NOTICE: USER REGISTRATIONThe User must register on Upvia.io in order to use certain functions of the Site, such as our app. If the User just wants to browse Upvia.io, registration is optional. During registration, the User will be required to provide contact information, consisting of an email address, username, and password. The username will be the email address with which the User will register. The User may, but is not obligated to, use their own name. If the User does use their own name, the User consents to it being passed to others by use of certain functions of Upvia and the Site such as our app. Upvia reserves the right to reject or remove any username or display name. For certain functions, such as the purchase of products and services, the User is required to provide their name, address, and billing and credit card information. The User is required to provide accurate and complete information.
8. SECURITY NOTICE: MEMBER ACCOUNT, PASSWORD, AND SECURITYIf any of the services require the User to open an account, the User must complete the registration process by providing Upvia with current, complete, and accurate information as prompted by the applicable registration form. The User will also choose a password and a display name. Furthermore, the User acknowledges and agrees that: a. The User is responsible for any and all activities that occur under the User’s account and for ensuring that all such use complies fully with the provisions of this Agreement; b. The User is responsible for protecting the confidentiality of their password and account information; c. The User must notify Upvia immediately of any unauthorized use of their account or any other breach of security; d. Upvia is not liable for any loss that the User may incur as a result of someone else using their password or account, either with or without their knowledge, and the User may be held personally liable for any losses incurred by Upvia; and e. The User may not use anyone else’s account at any time, without the permission of the account holder.
9. SECURITY NOTICE: AGE OF USERS9.1 Children under the age of 13 may not use this Service, and parents or legal guardians may not agree to these Terms of Use on their behalf. If we become aware that a child under 13 has provided or attempted to provide Upvia with personal information, we will use our best efforts to remove the information permanently from our files. If the User is under the age of 18 but at least 13 years of age, the User may use Upvia.io only under the supervision of a parent or legal guardian who agrees to be bound by these Terms of Use. 9.2 If you are a parent or legal guardian agreeing to these Terms of Use for the benefit of a child between the ages of 13 and 18, be advised that you are fully responsible for his or her use of this Site, including all financial charges and legal liability that he or she may incur.
10. SECURITY NOTICE: UNAUTHORIZED ACCESS & ACTIVITYUnauthorized access and attempts to defeat or circumvent security features, use Upvia.io for other than intended purposes, deny service to the Site’s Users, access, obtain, alter, damage, or destroy information, or otherwise interfere with the Site or its operation is prohibited. All violators are subject to criminal and civil penalties and will be prosecuted to the fullest extent of the law, including criminal and civil prosecution. All traffic is logged and monitored for potential abuse. Evidence of such acts will be disclosed to law enforcement authorities and used for the purposes of criminal and civil prosecution.
11. USER CONDUCT: PROPER USE OF THIS SITE11.1 The User agrees to use Upvia.io for lawful purposes only. The User shall not post or transmit through this Site any material that violates or infringes on the rights of others, is unlawful, threatening, abusive, defamatory, vulgar, obscene, profane, or otherwise objectionable, encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violates any law. The User shall not use Upvia.io to advertise or perform any commercial solicitation, including the solicitation of users to become subscribers of other online information services competitive with Upvia. 11.2 Upvia.io contains copyrighted material, trademarks, and other proprietary information, including but not limited to text, software, photos, video, graphics, music, and sound. The entire contents of Upvia.io are copyrighted as a collective work under the United States copyright laws. Upvia owns a copyright in the selection, coordination, arrangement, and enhancement of such content, as well as in the content original to it. The User may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or exploit any of the content in any way, except as allowed by copyright law. The User may download copyrighted material for their personal use only. The User acknowledges that they do not acquire any ownership rights by downloading copyrighted material. 11.3 The User agrees not to upload, post, or otherwise make available on Upvia.io any material protected by copyright, trademark, or other proprietary right without the express permission of the owner of the copyright, trademark, or other proprietary right. The burden of determining that any material is not protected by copyright rests with the User. The User will be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission. By submitting material to any public area of this Site, the User automatically grants, or warrants that the owner of such material has expressly granted Upvia the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, and distribute such material (in whole or in part) worldwide. The User also permits any other User to access, view, store, or reproduce the material for their personal use. The User grants Upvia the right to edit, copy, publish, and distribute any material made available on Upvia.io by the User. 11.4 The foregoing provisions are for the benefit of Upvia, its subsidiaries, affiliates, and its third-party content providers and licensors, and each shall have the right to assert and enforce such provisions directly or on its own behalf.
12. THE PROVISION OF SERVICES AND RESTRICTIONS OF USE12.1 The Services may contain email services, bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, photo albums, file cabinets, and/or other message or communication facilities designed to enable the User to communicate with others (each a “Communication Service” and collectively “Communication Services”). The User agrees to use the Communication Services only to post, send, and receive messages and material that are proper and, when applicable, related to the particular Communication Service. The User agrees not to use the Communication Services for prohibited activities such as spamming, harassment, or posting inappropriate content. Upvia has no obligation to monitor the Communication Services but reserves the right to review materials posted to the Communication Services and to remove any materials at its sole discretion. Upvia may terminate the User’s access to any or all of the Communication Services at any time without notice.
13. THIRD-PARTY CONTENT13.1 Upvia.io may contain a directory of information from third-party sources, Members, Users, and Clients. Upvia provides this directory as a convenience and does not confirm or verify the information contained in it. 13.2 Upvia.io may contain links to third-party sites and applications. Your access and use of these third-party sites, including online communication services such as chat, email, and calls, will be governed by the terms and policies of the applicable third-party site. Upvia is not responsible for the availability, accuracy, or content on third-party sites, and the User acknowledges and agrees that Upvia shall not be liable for any such third-party content or for any loss or damage incurred as a result of your use of any such third-party content.
ARTICLE 2DMCA COPYRIGHT POLICY AND OTHER PROPRIETARY NOTICES
14. NOTIFICATIONS: COPYRIGHTS AND OTHER PROPRIETARY INFORMATIONEach and every item and component found on or available via download through Upvia.io, including but not limited to manuscripts, written materials, text, graphics, logos, software, databases, icons, images, audio and video clips, is the exclusive proprietary property of Upvia and is protected under international treaties and copyright laws of the United States. The software on Upvia.io may be used as a resource while accessing Upvia.io and its content, but may not be used for any other purpose whatsoever. Any other use is prohibited and will constitute an infringement upon the proprietary rights of Upvia or its respective owner.
15. NOTIFICATIONS: TRADEMARKSThe Site URL, Upvia.io, and its logos are trademarks of Upvia, and any use of the Upvia trademark in connection with any product or service that does not belong to Upvia, unless otherwise authorized in a written license agreement, will constitute an infringement upon the trademark rights of Upvia and is actionable under the relevant trademark laws. All other trademarks, brands, and names are the property of their respective owners. Except as expressly specified in these terms and legal restrictions, nothing contained herein shall be construed as conferring by implication, estoppel, or otherwise any license or right under any patent, trademark, copyright, or any proprietary rights of Upvia or any third party. The names of actual companies and products mentioned herein may be the trademarks of their respective owners.
16. AUTHORIZED USES & RESTRICTIONS: COPYRIGHTS & OTHER PROPRIETARY RIGHTS16.1 The User hereby acknowledges and agrees that: a. The information, data, and any materials (the ‘Content’) available on Upvia.io and affiliate websites (‘Affiliates’) are the copyrighted works and exclusive property of Upvia and its affiliates; b. The Content may contain proprietary and confidential information including trademarks, service marks, and patents protected by intellectual property laws and international intellectual property treaties; c. The Content available on Upvia.io and affiliates may not be sold, reproduced, or distributed without the written permission of their respective owners; d. Any unauthorized use of the Content may violate copyright, trademark, and other laws; and e. Any third-party trademarks, service marks, and logos are the property of their respective owners. 16.2 Upvia hereby authorizes the User to: a. View and make a single copy of portions of its Content for offline, personal, non-commercial use; and b. Use such Content within the User’s organization covered by any current products or service agreements between the User or User’s organization and Upvia. 16.3 The User further acknowledges and agrees that: a. The Content cannot be modified or revised in any manner; b. Authorized copies of the Content must retain all copyright and other proprietary notices contained in the original Content; and c. Any violation of the foregoing may result in civil and/or criminal liabilities.
17. DISCLAIMERS: HYPERLINKS AND EXTERNAL CONTENTThe User acknowledges and agrees that: a. Upvia.io, and its Content, contains links to other Internet sites that are owned and operated by third parties; b. Such links are not endorsements of any products or services on such sites, and no information in such sites has been endorsed or approved by Upvia; c. Upvia is not responsible for such products, services, and information; and d. Upvia makes no representations and is not responsible for the availability of, or content located on or through, these third-party sites.
18. UNSOLICITED IDEA SUBMISSION POLICYUpvia and its employees do not accept or consider unsolicited ideas, including ideas for new advertising campaigns, new promotions, new products or technologies, processes, materials, marketing plans, or new product names. Please do not send any original creative artwork, samples, demos, or other works. The sole purpose of this policy is to avoid potential misunderstandings or disputes when products or marketing strategies of Upvia might seem similar to ideas submitted. If, despite our request, you still send them, please understand that Upvia makes no assurances that your ideas and materials will be treated as confidential or proprietary.
19. SUBMISSION OF COMMENTS & FEEDBACK: ASSIGNMENT OF RIGHTSThe User acknowledges and agrees that: a. All comments, feedback, information, or materials submitted to Upvia.io through or in association with Upvia shall be considered non-confidential and the property of Upvia; examples of these types of materials include but are not limited to company logos or other images, website URLs, and any other publicly accessible or readily available identifying material; b. By submitting such comments, information, feedback, or materials to this Site or Upvia, the User agrees to a royalty-free, irrevocable assignment to Upvia of worldwide rights to use, copy, modify, publish, display, and distribute the submissions worldwide; c. Upvia may use such comments, information, or materials in any way it chooses on an unrestricted basis; and d. The User confirms and warrants that the User has the required authority to grant the above license to Upvia.
20. COPYRIGHT INFRINGEMENT: REPEAT INFRINGERS20.1 We respect the intellectual property rights of others, and we prohibit users from uploading, posting, or otherwise transmitting on Upvia.io or by use of any of our services any materials that violate another party’s intellectual property rights. 20.2 It is our policy, in appropriate circumstances and at our discretion, to disable and/or terminate the accounts of users who may repeatedly infringe or violate the copyrights or other intellectual property rights of any party.
21. NOTIFICATION OF ALLEGED COPYRIGHT INFRINGEMENT21.1 If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please provide our Copyright Agent with the following information: a. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; b. A description of the copyrighted work or other intellectual property that you claim has been infringed; c. A description of where the material that you claim is infringing is located on the website, with enough detail that we may find it on the website; d. Your address, telephone number, and email address; e. Your statement that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and f. Your statement, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf. 21.2 Upvia.io’s Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:
By Mail: GTMpact Solutions LLC, 12476 Danesfeld Drive, Milton, GA 30004By email: oi.aivpu%40nayr
ARTICLE 3WARRANTY DISCLAIMERS & LIABILITY LIMITATIONS
The User understands, acknowledges, and agrees that the User is solely responsible for the creation, storage, and backup of their business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on Upvia’s part to store, backup, retain, or grant access to any information or data for any period.
Upvia has implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information, or information about the entity that you represent, at your own risk.
22. DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY: OUR PROVISION OF SERVICE22.1 DISCLAIMER OF WARRANTIES – THE USER EXPRESSLY AGREES THAT USE OF UPVIA IS AT THE USER’S SOLE RISK. NEITHER UPVIA NOR ANY OF ITS EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS, OR LICENSORS WARRANT THAT UPVIA WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF UPVIA, OR AS TO THE ACCURACY, RELIABILITY, OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH UPVIA. 22.2 UPVIA.IO IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT. 22.3 SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING LIMITATIONS ON IMPLIED WARRANTIES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. 22.4 LIMITATION OF LIABILITY – THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. USER SPECIFICALLY ACKNOWLEDGES THAT UPVIA IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH THE USER. 22.5 THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE USER AND UPVIA, AND UPVIA WOULD NOT PROVIDE UPVIA.IO AND INFORMATION WITHOUT SUCH LIMITATIONS. NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES WHATSOEVER ARE MADE AS TO THE ACCURACY, ADEQUACY, RELIABILITY, CURRENTNESS, COMPLETENESS, SUITABILITY, OR APPLICABILITY OF THE INFORMATION TO A PARTICULAR SITUATION. 22.6 IN ADDITION TO THE TERMS SET FORTH ABOVE, NEITHER UPVIA NOR ITS AFFILIATES, INFORMATION PROVIDERS, OR CONTENT PARTNERS SHALL BE LIABLE REGARDLESS OF THE CAUSE OR DURATION FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR UNAUTHENTICITY OF, THE INFORMATION CONTAINED WITHIN UPVIA.IO, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO THE USER, OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED THEREBY. NONE OF THE FOREGOING PARTIES SHALL BE LIABLE FOR ANY THIRD-PARTY CLAIMS OR LOSSES OF ANY NATURE, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, PUNITIVE OR CONSEQUENTIAL DAMAGES. 22.7 IN JURISDICTIONS WHERE THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT ALLOWED, THE LIABILITY OF UPVIA IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. 22.8 SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING EXCLUSIONS AND LIMITATIONS OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
23. DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY: THE CONTENT23.1 Upvia has attempted to provide accurate Content but assumes no responsibility for the accuracy and completeness of that information or materials. In furtherance of the intent to provide accurate Content, Upvia may make changes to the Content at any time without notice. However, by declaring this intent, Upvia does not make any specific commitment to update the Content, and as a result, some content may be out of date.23.2 DISCLAIMER OF WARRANTIES – THE USER UNDERSTANDS AND AGREES THAT THE USE BY THE USER OF UPVIA IS ENTIRELY AT THE USER’S OWN RISK. SPECIFICALLY STATED, THE INFORMATION OBTAINED FROM OR THROUGH UPVIA, THE CONTENT, AND AFFILIATES IS PROVIDED “AS IS,” “AS AVAILABLE,” AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). TAKE NOTICE THAT THE INFORMATION MAY CONTAIN ERRORS, PROBLEMS, OR OTHER LIMITATIONS. 23.3 SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING LIMITATIONS ON IMPLIED WARRANTIES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. 23.4 LIMITATION OF LIABILITY – THE USER UNDERSTANDS AND AGREES THAT UPVIA IS NOT LIABLE FOR ANY DAMAGES INCURRED BY THE USER OR BY ANY THIRD PARTY RESULTING FROM THE USE OF INACCURATE INFORMATION CONTAINING ERRORS, PROBLEMS, OR OTHER LIMITATIONS; AND SUCH USE WAS BY THE USER OR BY SUCH THIRD PARTY OBTAINING ACCESS TO SAID USE THROUGH THE USER, WITH OR WITHOUT THE KNOWLEDGE OR CONSENT OF THE USER AND WITH OR WITHOUT THE KNOWLEDGE OR AUTHORIZATION OF UPVIA. 23.5 UPVIA SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), REGARDLESS OF WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.23.6 THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE USER AND UPVIA, AND UPVIA WOULD NOT PROVIDE UPVIA.IO AND INFORMATION WITHOUT SUCH LIMITATIONS. NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES WHATSOEVER ARE MADE AS TO THE ACCURACY, ADEQUACY, RELIABILITY, CURRENTNESS, COMPLETENESS, SUITABILITY, OR APPLICABILITY OF THE INFORMATION TO A PARTICULAR SITUATION. 23.7 IN NO EVENT SHALL UPVIA OR ITS AFFILIATES BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OR THOSE RESULTING FROM LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF UPVIA, THE CONTENT, AFFILIATES, OR ANY LINKED THIRD-PARTY WEBSITE, OR THE MATERIALS, INFORMATION, OR SOFTWARE CONTAINED AT ANY OR ALL SUCH WEBSITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 23.8 IN JURISDICTIONS WHERE THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT ALLOWED, THE LIABILITY OF UPVIA IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. 23.9 SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING EXCLUSIONS AND LIMITATIONS OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
24. DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY: THE WEBSITE SOFTWARE24.1 Copying or reproduction of the software on any other server or location for further reproduction or redistribution is expressly prohibited unless permitted by the license agreement accompanying such software. The software is warranted, if at all, only according to the terms of the license agreement. 24.2 DISCLAIMER OF WARRANTIES – EXCEPT AS WARRANTED IN THE LICENSE AGREEMENT, UPVIA DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SOFTWARE, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. 24.3 IN NO EVENT WILL UPVIA OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DISTRIBUTING UPVIA.IO OR THE UPVIA SOFTWARE, BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE UPVIA.IO.
ARTICLE 4GENERAL PROVISIONS
25. HEADINGSHeadings are used for convenience of reference only and in no way define, limit, construe, or describe the scope or extent of any section, nor do they affect this Agreement.
26. WAIVERThe failure of any party to insist on or enforce strict performance of any provision of this Agreement, or to exercise any right or remedy under this Agreement or applicable law, will not be construed as a waiver or relinquishment of the right to assert or rely upon any such provision, right, or remedy in that or any other instance. Waiver by either party of a breach of any provision contained herein must be in writing, and no such waiver will be construed as a waiver of any other or subsequent breach of such provision or a waiver of the provision itself.
27. NOTICES AND COMMUNICATIONS27.1 Communications from Upvia to the User – Unless otherwise indicated in writing to Customer Support, Upvia and its affiliates will communicate with the User by email or by posting communications on the Site. The User consents to receive communications from Upvia electronically and agrees that these electronic communications satisfy any legal requirement that such communications be in writing. The User will be considered to have received a communication when Upvia sends it to the email address provided by the User or when Upvia posts such communication on the Site. The User must keep their email address updated on this Site and regularly check this Site for postings. If the User fails to respond to an email message from Upvia regarding a violation, dispute, or complaint within two business days, Upvia has the right to terminate or suspend the User’s account. 27.2 Communications from the User to Upvia – All notices to Upvia or affiliates intended to have a legal effect must be in writing and delivered either in person or by a means evidenced by a delivery receipt to the following address. Such notices will not be deemed as accepted until Upvia acknowledges receipt in writing:
UpviaGTMpact Solutions LLC12476 Danesfeld DriveMilton, GA 30004Email: oi.aivpu%40nayr
28. FORCE MAJEURENeither party will be responsible for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, service outages resulting from equipment and/or software failure, telecommunications failures, power failures, network failures, and failures of third-party service providers (including providers of internet services and telecommunications). The affected party shall notify the other party within a maximum of fifteen (15) days from the occurrence of the event. The performance of this Agreement shall then be suspended for as long as the event prevents the affected party from performing its obligations under this Agreement.
29. TERMINATION OF USEUpvia may, at its sole discretion, terminate or suspend the User’s access to all or part of Upvia.io for breach of the terms of this Agreement or any conduct by the User that Upvia, in its sole discretion, considers to be unacceptable. The terms of this Agreement will continue to apply in perpetuity unless terminated by either the User or Upvia without notice at any time for any reason. In the event this Agreement is terminated, the restrictions regarding the materials appearing on Upvia.io, affiliates, and any linked third-party website, as well as the representations and warranties, indemnities, and limitation of liabilities set forth in this Agreement, shall survive any such termination.
30. TERM; TERMINATION AND SUSPENSION30.1 This Agreement will become effective upon the User’s first visit to the Site and for the duration of the User’s visit or use of the Site. The terms of this Agreement will continue to apply in perpetuity until terminated. Unless both the User and Upvia agree otherwise in writing, either party may terminate the contract represented by this Agreement at any time, without explanation, upon written notice. In the event the User properly terminates the contract represented by this Agreement, the User’s account is automatically terminated. 30.2 Without limiting Upvia’s other remedies, Upvia may issue a warning, or temporarily suspend, indefinitely suspend, or terminate the User’s access, account, or job, and refuse to provide any or all Site Services to the User if: a. The User breaches the letter or spirit of any terms and conditions of this Agreement; b. Upvia suspects or becomes aware that the User has provided false or misleading information to Upvia; or c. Upvia believes, in its sole discretion, that the User’s actions may cause legal liability for the User, other Users, Members, Clients, or for Upvia or are contrary to the interests of the Site or the Upvia user community. 30.3 Upvia will notify the User if Upvia cancels the User’s account, unless giving notice would cause a risk of further violation or damages. If the User’s account is terminated, the User will no longer have access to data, messages, files, and other material kept on the Site. Upvia may retain this information for a period of one year from the date of termination to allow the User to appeal the decision. After that period, Upvia may delete the User’s information.
31. INTERNATIONAL USEUpvia makes no representation that content on Upvia.io is appropriate or available for use in locations outside the United States. If the User chooses to access Upvia.io from a location outside the United States, the User does so on their own initiative and is responsible for compliance with local laws.
32. INDEMNIFICATIONThe User agrees to defend, hold harmless, and indemnify Upvia and its affiliates from and against any and all losses, costs, expenses, damages, or other liabilities (including reasonable attorneys’ fees and costs) incurred by Upvia or its affiliates, and their respective directors, officers, employees, and agents, arising from or related to any cause of action, claim, suit, proceeding, demand, or action brought by a third party against Upvia or an affiliate in connection with the User’s use of the Site Services, resulting from the User’s breach of this Agreement or arising out of the use of Upvia by the User or the User’s account.
33. DISPUTES AND BINDING ARBITRATION33.1 Informal Dispute Resolution – Before filing a claim for arbitration or otherwise seeking relief in a court of law, the User agrees to first contact Upvia at oi.aivpu%40nayr to inform Customer Support of their complaint and seek resolution. Upvia will have 60 days from the date of the original complaint to informally resolve the dispute, which, if successful, will avoid the need for further action. 33.2 Binding Arbitration – The User agrees that any disputes or claims against Upvia will be finally and exclusively resolved by binding arbitration. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (AAA) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes. The User’s arbitration fees and the User’s share of arbitrator compensation shall be governed by the AAA Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing and provide a statement of reasons if requested by a party.
34. NON-EXCLUSIVITYEach party acknowledges and agrees that the rights granted to the other party in this Agreement are non-exclusive, and nothing in this Agreement shall be deemed or construed to prohibit either party from participating in similar business arrangements as those described herein.
35. CHANGES TO THE TERMSUpvia reserves the right to modify these terms from time to time at its sole discretion and without any notice. Changes to these terms become effective on the date they are posted, and the User’s continued use of Upvia.io after such changes will signify and imply that the User has agreed to be bound by them.
36. CHOICE OF LAW, JURISDICTION, VENUE, AND FORUM FOR RESOLVING DISPUTES36.1 The User agrees that the laws of the State of Georgia, United States, govern these Terms of Use, its subject matter, your use of Upvia.io, and any claim or dispute that the User may have against Upvia, without regard to its conflict of laws rules. 36.2 The User further agrees that any disputes or claims the User may have against Upvia will be resolved by a court located in the State of Georgia, United States, and the User agrees and submits to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.
37. CANCELING YOUR ACCOUNTThe User’s Upvia Account will continue in effect unless and until the User cancels their Account or Upvia terminates it. You must cancel your Account before it renews each month or year in order to avoid billing of the next month’s or year’s fees to your credit card. Upvia will bill the monthly or yearly fees associated with your Account to the credit card you provide during registration (or to a different credit card if you change your account information). Upvia Accounts are prepaid and non-refundable.
38. DATA RETENTIONa. Inactive Free Trials – For free trials that go beyond the stated trial period and are not upgraded to a paid account, the data and files associated with that account will be kept for three months. After that time, the data and files will be deleted with no possibility of recovery. b. Inactive/Canceled Paid Accounts – For accounts that were paid but then canceled or allowed to expire, the data and files associated with that account will be kept for 12 months. If the account is reactivated during that 12-month period, the data and files will remain intact. After that 12-month period, the data and files will be deleted with no possibility of recovery.
39. ENTIRE AGREEMENT: SEVERABILITY AND INTEGRATIONThis Agreement and any supplemental terms, policies, rules, and guidelines posted on Upvia.io constitute the entire agreement between the User and Upvia and supersede all previous written or oral agreements. The User may be subject to additional terms and conditions when the User uses, purchases, or accesses other services, affiliate services, or third-party content or material. If any provision of this Agreement is deemed void, unlawful, or otherwise unenforceable, that provision shall be severed from this Agreement, and the remaining provisions shall remain in force.
Any rights not expressly granted herein are reserved.
Latest Revision Date: August 27, 2024Copyright © 2024 | GTMpact Solutions LLC | All Rights Reserved.