Last Revised: May 9, 2014
In addition, when using certain parts of the Service, you will be subject to any additional terms posted on the Service. All such terms are hereby incorporated by reference into the Terms of Service. If you are under 18 years of age, you are not authorized to use the Service in any way.
We reserve the right to modify the Terms of Service at our sole discretion. Any such modifications will be effective immediately upon posting. The date of the latest revision will always appear at the top of the page. You should periodically visit this page to review the current Terms of Service so you are aware of any modification to which you are bound.
The Service provides a community platform for companies ("Brands") to engage with consumers who enjoy those Brands’ products and/or services and who are interested in being advocates for those Brands. Unless explicitly stated otherwise, any new features that augment or enhance the current Service, will automatically be deemed to be part of the Service and subject to these Terms of Service. To the extent you access the Service through a mobile or wireless device, your carrier’s standard charges, data rates and other fees may apply.
Upward Labs reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Upward Labs and its subsidiaries and affiliates shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
You acknowledge that Upward Labs may establish general practices and limits concerning use of the Service, including without limitation the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Upward Labs’s servers on your behalf. You agree that Upward Labs has no responsibility or liability for the deletion or failure to store any data or other content maintained or transmitted by the Service. You acknowledge that Upward Labs reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Upward Labs reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
You are responsible for maintaining the confidentiality of your user name and password, and are fully responsible for any and all activities that occur under your account. You agree to (a) immediately notify Upward Labs of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. Upward Labs will not be responsible or liable for any loss or damage arising from failure to comply with these obligations.
Upward Labs hereby grants to you, subject to the terms and conditions of these Terms of Service, a personal, nonexclusive, nontransferable, limited license (without the right to sublicense) to access and use the Service and Proprietary Material (as defined below) solely for your personal, non-commercial use, within North America, subject to the limitations set forth in herein. Any rights not expressly granted herein are reserved. Any use of the Service other than as specifically authorized herein, without the prior written permission of Upward Labs, is strictly prohibited and will terminate the license granted herein.
You acknowledge and agree that all text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces and other content (collectively, "Proprietary Material") that you access through the Service are owned by Upward Labs or its subsidiaries, affiliates or licensors, excluding User Content (as defined below) that Upward Labs has the right to use.
You agree to protect the Service, and its proprietary content, information and other materials, including technology and software, from unauthorized access or use, and you agree that you will not use the Service or such proprietary content, information or other materials except as expressly permitted herein. Except as specifically permitted herein, you agree that you will not directly or indirectly: (a) distribute, sell, transfer, rent, lease, sublicense or otherwise exploit the Service or Proprietary Material, any updates, or any part thereof in any unauthorized manner; or (b) copy, reproduce, adapt, create derivative works of, translate, localize, port, reverse engineer, reverse assemble, otherwise attempt to discover any source code, or otherwise modify the Service or Proprietary Material, any updates, or any part thereof in any form or manner by any means. You understand and agree that you are not permitted to: (i) remove or alter any copyright or other proprietary rights notices; (ii) use any data mining, robots, scraping or similar data gathering or extraction methods; (iii) use any means to discover the trade secrets in the Service; or (iv) otherwise circumvent any functionality that controls access to or otherwise protects the Service. Any attempt to do any of the foregoing is a violation of the rights of Upward Labs and its subsidiaries, affiliates and licensors. If you breach these restrictions, you may be subject to prosecution and damages.
The "Upward Labs" name and logo are trademarks and service marks of Upward Labs (collectively the "Upward Labs Marks"). Other company, product, and service names and logos used and displayed via the Service (collectively the "Third Party Marks") may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Upward Labs. Nothing in these Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Upward Labs Marks or Third Party Marks displayed on the Service, without the owner’s prior written permission in each instance. All goodwill generated from the use of the Upward Labs Marks or Third Party Marks will inure to the exclusive benefit of the owner.
WE RESERVE THE RIGHT TO REMOVE ANY CONTENT, MATERIAL, OR SUBMISSION IN OUR SOLE DISCRETION. WITHOUT LIMITING THE FOREGOING, WE RESERVE THE RIGHT TO REMOVE ANY CONTENT THAT VIOLATES THESE TERMS OF SERVICE OR ANY LAW OR RIGHT OF ANY PERSON, INFRINGES THE RIGHTS OF ANY PERSON, OR IS OTHERWISE INAPPROPRIATE FOR POSTING ON THE SERVICE.
You acknowledge and agree that any and all (i) questions, comments, suggestions, ideas, feedback or other information about the Service provided by you to Upward Labs (collectively "Feedback"), and (ii) improvements, updates, modifications or enhancements, whether made, created or developed by Upward Labs or otherwise relating to the Service (collectively "Revisions") are and will remain the property of Upward Labs. You acknowledge and expressly agree that any contribution of Feedback or Revisions does not and will not give or grant you any right, title or interest in the Service or in any such Feedback or Revision. All Feedback and Revisions become the sole and exclusive property of Upward Labs and Upward Labs shall be entitled to the unrestricted use and dissemination of Feedback and Revisions for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby assign to Upward Labs any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property rights) that you may have in and to any and all Feedback and Revisions. At Upward Labs’ request, you will execute any document, registration or filing required to give effect to the foregoing assignment.
You are solely responsible for your use of and activity in relation to the Service. Your permission to use the Service is conditioned upon the following use and conduct restrictions. You agree that you will not under any circumstances use the Service to:
You acknowledge and agree that you will not send unsolicited emails or other unsolicited communications to any users and that you will comply with any request from any users to not receive such communications. Such unsolicited emails may constitute misrepresentation, misappropriation of Upward Labs’ name and reputation, unfair competition, and may also violate laws that prohibit unsolicited email, for which Upward Labs shall be entitled to take appropriate legal action.
Only residents of North America are permitted to use the Service. You agree not to use or attempt to use the Service from outside of North America. Upward Labs may use technologies to verify your compliance. The Service is operated from within the United States. You agree to comply with all local, state, federal, and national laws, statutes, ordinances, and regulations that apply to your use of the Service.
Upward Labs provides a platform for Brands to communicate with loyal consumers like you. However, Upward Labs has no control over and disclaims any responsibility for any statements, promises, promotions, materials, information, goods or services of Brands (collectively, "Brand Content").
Brand Content and User Content does not represent the advice, views, opinions or beliefs of Upward Labs, and Upward Labs makes no claim of accuracy for any such content. Upward Labs allows for the upload of Brand Content and User Content and may include links to third party websites. Brand Content, User Content, and any linked websites' content, business practices and privacy policies are not under Upward Labs’ control, and we are not responsible for any User Content, linked third-party website or anything therein. The inclusion of Brand Content, User Content and/or links on the Service does not imply any endorsement by or any affiliation with Upward Labs. You agree that Upward Labs and its subsidiaries and affiliates will not be responsible or liable for Brand Content, User Content, or any other third party content transmitted on or through the Service or any linked website, the acts or omissions of third parties, or any loss or damage occurred as a result of the use of any of the above. Content available through the Service is to be used for general information purposes only and never as a substitute for in person evaluation or professional advice (including without limitation regarding medical, legal, tax, or financial issues).
Through your use of the Site and Services, you may be exposed to content that you may find offensive, objectionable, harmful, inaccurate or deceptive. There may also be risks of dealing with underage persons, people acting under false pretense, international trade issues and foreign nationals. By using the Service, you assume all associated risks.
Your correspondence, dealings and other interactions with organizations and/or individuals found on or through the Service, including promotion and/or attendance at any event posted on or promoted through the Service, and any electronic or personal communications on or through the Service or related to your use of the Service (collectively "Interactions") are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any Interaction with any of these third parties. You agree that Upward Labs and its subsidiaries and affiliates shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such Interaction.
These Terms of Service shall commence when you begin using the Service and shall continue until terminated in accordance with this section. You may terminate your account upon one day prior notice by emailing us at email@example.com and ceasing all use of the Service.
You agree that Upward Labs, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service for any reason, including, without limitation, for lack of use or if Upward Labs believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. You agree that any termination of your access to the Service may be effected without prior notice, and acknowledge and agree that Upward Labs may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Upward Labs shall not be liable to you or any third party for any termination of your access to the Service.
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. UPWARD LABS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO TIMELINESS, ACCURACY, COMPLETENESS, RELIABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR SAFETY. UPWARD LABS MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE SERVICE, ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE, ANY INTERACTION, OR ANY SITE LINKED TO THE SERVICE. UPWARD LABS DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY SERVICE OR PRODUCT ADVERTISED OR OFFERED BY A THIRD PARTY, INCLUDING ANY BRAND, THROUGH THE SERVICE OR ANY HYPERLINKED SITE AND UPWARD LABS WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY INTERACTION BETWEEN YOU AND ANY THIRD PARTY.
WITHOUT LIMITING THE FOREGOING, NEITHER UPWARD LABS NOR ITS SUBSIDIARIES, AFFILIATES OR LICENSORS WARRANT THAT ACCESS TO THE SERVICE WILL BE UNINTERRUPTED OR THAT THE SERVICE WILL BE ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE. NEITHER UPWARD LABS NOR ITS SUBSIDIARIES, AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS. NEITHER UPWARD LABS NOR ITS SUBSIDIARIES, AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF YOU, ANY OTHER USER, OR BRAND.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM UPWARD LABS, ANY BRAND, OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE.
By using the Service or participating in any Interaction, you agree to release and discharge Upward Labs and its directors, officers, employees, agents, licensors, attorneys, independent contractors, providers, subsidiaries and affiliates (the "Upward Labs Entities") from any and all losses, damages, rights, claims, proceedings, actions of any kind and injury (including death), penalties, fines, costs, expenses (including reasonable attorneys’ fees) (each, a "Claim") arising out of or relating to the Service or any act or omission by any person, including without limitation, any dispute between you and any other person, any content posted on the Service, and your participation in any Interaction. If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
You agree to indemnify and hold Upward Labs and the Upward Labs Entities harmless from any Claim made by any third party arising out of or in connection with your use of the Service, your participation in any Interaction, any material you post or transmit, any breach by you or any user of your account of these Terms of Service, or any violation by you of any rights of any third party.
UNDER NO CIRCUMSTANCES WILL UPWARD LABS OR THE UPWARD LABS ENTITIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF UPWARD LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, ARISING FROM OR RELATED TO THESE TERMS OF SERVICE OR USE OF THE SERVICE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
Upward Labs respects the intellectual property of others, and we ask our users to do the same. Upward Labs will promptly process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws with respect to any alleged or actual infringement. In an effort to protect the rights of copyright owners, Upward Labs maintains a policy for the termination, in appropriate circumstances, of users of the Service who are repeat infringers.
If you are a copyright owner or an agent thereof and believe, in good faith, that any materials on the Service infringe upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C 512) ("DMCA") by sending the following information in writing to Upward Labs’ designated copyright agent at Upward Labs, Inc., 1 Saint Johns Lane, Harvard, MA 01451:
If you believe that User Content that has been removed from the Service is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content in User Content, you may send a counter-notice containing the following information to our copyright agent using the contact information set forth above:
If a counter-notice is received by the Upward Labs copyright agent, Upward Labs may send a copy of the counter-notice to the original complaining party informing such person that it may reinstate the removed content in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider or user, the removed content may (in Upward Labs’ discretion) be reinstated on the Service in 10 to 14 business days or more after receipt of the counter-notice.
The Terms of Service constitute the entire agreement between you and Upward Labs and govern your use of the Service, superseding any prior agreements between you and Upward Labs with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use third-party services, content or software. The Terms of Service shall be governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of law provisions. You and Upward Labs agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Suffolk County, Massachusetts. EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. FURTHER, EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. EACH OF THE PARTIES ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY ENTERING INTO THESE TERMS OF SERVICE. The failure of Upward Labs to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of the Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action by you against Upward Labs arising out of or related to use of the Service or the Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of the Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The section titles in the Terms of Service are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to the Terms of Service or other matters by displaying notices or links to notices generally on the Service.
Please contact us at firstname.lastname@example.org to report any violations of the Terms of Service or to pose any questions regarding these Terms of Service or the Service.