Subject to these Terms, we grant to you a limited, non-exclusive, non-transferable license to use our Services for your internal use and not for resale or further distribution. Your right to use our Services is limited by all terms and conditions set forth in these Terms. Except for your pre-existing rights and this license granted to you, we and our licensors retain all right, title and interest in and to our Services, including all related intellectual property rights. Our Services are protected by applicable intellectual property laws, including United States copyright law and international treaties.
Except as otherwise explicitly provided in these Terms or as may be expressly permitted by applicable law, you will not, and will not permit or authorize any third party to: reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer or create derivative works of any of our Services,rent, lease or sublicense access to any of our Services; or circumvent or disable any security or technological features or measures of our Services.
The services provided are applicable to certain fees . The pricing for the Services can be found in the Upshot_License_Agreement , vary based on usage and are non-refundable. Our billing cycle will be Annual one time or quarterly and the first quarter of the Services is prorated based on the calendar days remaining in the particular quarter at the pricing tier selected by you provided that fees are corrected as follows: for the previous quarter, Upshot will charge the lower of any coverage cost for usage in excess of the pricing tier you selected versus the retroactive upgrade cost to the next higher tier. The subsequent quarter is charged at then current pricing tier. You must cancel your use of the Services prior to the next quarter in order to avoid additional fees, otherwise the pricing tiers will automatically renew each quarter. In Case of Annual Billing the total amount paid will not be refundable.
We will send an invoice via email at the beginning of service one or every quarter in case of quarterly billing to the email address provided by you and the services will be put on hold in case of not receiving the funds within 30 business days from the invoice date.
You will be responsible for payment of any applicable sales, use and other taxes and all applicable export and import fees, customs duties and similar charges (other than taxes based on Upshot income), and any related penalties and interest for the grant of access rights hereunder, or the delivery of related services. You will make all required payments to Upshot free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments to Upshot will be your sole responsibility, and you will, upon Upshot’s request, provide Upshot with official receipts issued by appropriate taxing authorities, or such other evidence as Upshot may reasonably request, to establish that such taxes have been paid.
We do not provide you with the equipment to access our Services. You are responsible for all fees charged by third parties related to your access and use of our Services (e.g., charges by Internet service providers).
We reserve the right to modify or discontinue, temporarily or permanently, all or any portion of our Services with prior notice. We will not be liable to you or to any third party for any modification, suspension, or discontinuance of all or any portion of our Services
We also reserve the right, in our sole discretion, to reject, refuse to post, or remove any material that you post or submit for posting, and to restrict, suspend, or terminate your access to our Services at any time, for any or no reason, with or without prior notice, and without liability.
You must comply with all applicable laws when using our Services. Except as may be expressly permitted by applicable law, or as Upshot may authorize expressly in writing, you will not, and will not permit anyone else to: (i) store, copy, modify, distribute, or resell any of the information; audio, visual, and audiovisual works, or other content made available on our Services ("collectively, &Service Content") or compile or collect any Service Content as part of a database or other work; (ii) use any automated tool (e.g., robots, spiders) to access or use our Services or to store, copy, modify, distribute, or resell any Service Content; (iii) rent, lease, or sublicense your access to our Services to another person; (iv) use any Services or Service Content for any purpose except for your own internal use; (v) circumvent or disable any digital rights management, usage rules, or other security features of our Services; (vi) use our Services in a manner that overburdens, or that threatens the integrity, performance, or availability of, our Services; or (vii) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on any portion of our Services or any Service Content.
You agree to comply with all applicable privacy and data protection regulations. Further, you agree to not use our service to send us sensitive information where unauthorized disclosure could cause material, severe, or catastrophic harm or impact to Upshot, any data subjects or relying parties. Sensitive Information includes:Passwords, authentication/authorization credentials
Information under strict regulatory or contractual handling requirements (e.g., PCI, HIPAA, and state and federal data security laws) including:
Credit Card Information including credit card numbers, CIV numbers (three digit codes for Visa and MasterCard, four digit code for American Express) and magnetic stripe information
Personally identifiable information knowingly collected from children under the age of 13 or from online services directed toward children and Real time geolocation data which can identify an individual.
Business secrets deemed highly confidential (e.g., highly-confidential business strategies and communications, sensitive attorney-client privileged and confidential communications).
We collect, store, and use your User data on our servers to provide you with the ability to better maintain and improve your Services. We may also use data in an aggregated form for our own purposes. Our Services transfer data to servers that store User data in the U.S. and outside the U.S. We only share User information with others under special circumstances as follows:
With third parties who work on our behalf to provide your services
To comply with laws or to respond to lawful requests and legal process (provided that Upshot will endeavor to notify you if Upshot has received a lawful request for your information)
In an emergency, including to protect the personal safety of any person; and For the purposes of a business deal (or negotiation of a business deal) involving sale or transfer of all or a part of our business or assets (business deals may include, for example, any merger, financing, acquisition, divestiture, or bankruptcy transaction or proceeding).
We provide you with access to your User data and ability to delete any of your User data. We also take commercially reasonable steps to safeguard User data.
Certain parts of our Services, including account management features, may be password-restricted to registered users or other authorized persons ("Password-Protected Areas"). If you are authorized to gain access to any Password-Protected Areas, you agree that you are entirely responsible for maintaining the confidentiality of your password, and agree to notify us if the password is lost, stolen, disclosed to an unauthorized third party, or otherwise may have been compromised. You agree that you are entirely responsible for any and all activities that occur under your account, whether or not you are the individual who undertakes such activities. You agree to immediately notify us of any unauthorized use of your account or any other breach of security in relation to your password or our Services that is known to you.
Our Services may display, or contain links to, third party products, services, and Web sites. Any opinions, advice, statements, services, offers, or other information that constitutes part of the content expressed, authored, or made available by other users or other third parties on our Services, or which is accessible through or may be located using our Services (collectively, "Third Party Content") are those of the respective authors or producers and not of us or our shareholders, directors, officers, employees, agents, or representatives.
We do not control Third Party Content and do not guarantee the accuracy, integrity or quality of such Third Party Content. We are not responsible for the performance of, we do not endorse, and we are not responsible or liable for, any Third Party Content or any information or materials advertised in any Third Party Content. By using our Services, you may be exposed to content that is offensive, indecent, or objectionable. We are not be responsible or liable, directly or indirectly, for any damage or loss caused to you by your use of or reliance on any goods, services,or information available on or through any third party service or Third Party Content. It is your responsibility to evaluate the information, opinion, advice, or other content available on and through our Services.
You will not use our Services to: (i) upload, post, email, or otherwise transmit any Submission that contains unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (ii) harm us or third parties in any way; (iii) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (iv) upload, post, email, or otherwise transmit any Submission that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (v) upload, post, email or otherwise transmit any Submission that infringes any patent, trademark, trade secret, copyright, or other right of any party; (vi) upload, post, email, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other forms of solicitation; (vii) upload, post, email, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (viii) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; (ix) intentionally or unintentionally violate any applicable local, state, national or international law or regulation; (x) or otherwise harass another; or (xi) collect or store personal data about other users.
You are solely responsible for any content and other material that you submit, publish, transmit, or display on, through, or with our Services.
You agree to the following while using Upshot’s Notifications (which can send targeted push notifications and emails) product:
You will abide by the CAN-SPAM Act, and all applicable, state, federal, or international antispam laws, rules and regulations, including email laws relating to consent, opt-out methods and processing, notices, and emails sent to email addresses with wireless domains; and you agree that you, and not Upshot, are responsible for determining whether the Upshot Notifications product will be suitable for your compliance obligations. You will not send emails or notifications promoting illegal activity or offering to sell illegal substances.
"Upshot", the Upshot logo, and any other product or service name or slogan displayed on our Services are trademarks of PurpleTalk, Inc and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of PurpleTalk or the applicable trademark holder. You may not use any meta-tags or any other "hidden text utilizing "Upshot" or any other name, trademark or product or service name of PurpleTalk without our prior written permission. In addition, the look and feel of our Services, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Upshot and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in our Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by us.
We may provide you with a mechanism to provide feedback, suggestions, and ideas, if you choose, about our Services ("Feedback"). You agree that we may, in our sole discretion, use the Feedback you provide to us in any way, including in future enhancements and modifications to our Services. You hereby grant to us and our assigns a perpetual, worldwide, fully transferable, sub-licensable, fully paid-up, irrevocable, royalty free license to use, reproduce, modify, create derivative works from, distribute, and display the Feedback in any manner any for any purpose, without in any media, software, or technology of any kind now existing or developed in the future, without any obligation to provide attribution or compensation to you or any third party.
YOUR USE OF THE SERVICES AND THE SERVICE CONTENT IS AT YOUR SOLE RISK. THE SERVICES AND THE SERVICE CONTENT EACH ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE AND OUR SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED INDEMNITIES AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE SERVICES OR ANY SERVICE CONTENT, AND YOU RELY ON THE SERVICES AND SERVICE CONTENT AT YOUR OWN RISK. ANY MATERIAL THAT YOU ACCESS OR OBTAIN THROUGH OUR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL THROUGH OUR SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM OUR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME STATES MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.
WE AND OUR SUPPLIERS AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM YOUR USE OF OUR SERVICES AND SERVICE CONTENT. UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF US AND OUR SUPPLIERS AND LICENSORS OF ALL KINDS ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES AND SERVICE CONTENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AMOUNTS, IF ANY, THAT YOU HAVE PAID TO US FOR YOUR USE OF THE SERVICES AND SERVICE CONTENT FOR THE TWELVE (12) MONTH PERIOD PRIOR TO THE CLAIM. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
You will defend, indemnify and hold us, our suppliers and licensors, and our respective subsidiaries, affiliates, officers, agents, employees, representatives, and assigns harmless from any costs, damages, expenses, and liability caused by your use of the Services and Service Content, your violation of these Terms, or your violation of any rights of a third party through use of the Services or Service Content.
For parties residing in or incorporate within the United States, (i) e, and (ii) the exclusive jurisdiction and venue for any claims arising out of or related to these Terms or your use of the Services or Service Content will lie in the state and federal courts located in City and County of Dallas, Texas, and you irrevocably agree to submit to the jurisdiction of such courts.
For parties residing outside the United States, any dispute arising hereunder shall be submitted to confidential binding arbitration in the city of Hyderabad, Telangana, India for the maximum judgment enforceable, except that to the extent Customer has in any manner violated or threatened to violate Upshot’s intellectual property rights, Upshot may seek injunctive or other appropriate relief in any applicable court of law. Customer hereby consents to, and waive all defenses of lack of personal jurisdiction and forum non conventions with respect to venue and jurisdiction in the courts of Hyderabad, Telangana, India. Arbitration under this Agreement shall be conducted pursuant to the Indian Arbitration and Conciliation Act, 1996. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The parties each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim is initiated in court rather than in arbitration we each waive any right to a jury trial.
Our failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. In the event that a court of competent jurisdiction finds any provision of these Terms to be illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect.
The terms and conditions which by their nature are intended to survive termination of these Terms shall survive, including Restrictions, Disclaimer of Warranties, Feedback, Indemnity, and Limitation of Liability.
If you have any questions or concerns about our Services or these Terms, you may contact us at:PurpleTalk, Inc. 4153 Commerce Street Dallas, TX 75226 or by email at email@example.com