Last Revised: May 25, 2015
UpRight Technologies Ltd.(“UpRight”, “we”, “our”, “Company”) welcomes you (the “User(s)”, or “you”) to our website atwww.uprightpose.com(the “Site”) and our mobile application (the “App” as further detailed below). Each of the Site’s and/or App’s Usersmay use them in accordance with the terms and conditions hereunder.
1. Acceptance of the Terms
Our Site and App are available only to individuals who (a) are at least fourteen (14) years old; and (b) possess the legal capacity to enter into these Terms and to form a binding agreement under any applicable law.
2. The Site and App
Our App offerstracking of your posture while using our UpRight sensor device (the “Device”) and our Site provides information regarding our Company and our Device (you may also purchase our Device through the Site)(collectively, the “Service” as further detailed below). The Device is a discreet wearable electronic sensordevice which connects through Bluetooth 4.0 to your mobile device totrack your posture. When you are not sitting correctly UpRight gently vibrates to remind you correct your posture.In order to use the Device it must be set by the User to the position the User feels is optimal for his/her posture. The Service may provide you with a personal training programwhich guides you to sit correctlythrough a certain period of time. The Service may include the sending of push-notifications, messages, emails, alerts via various means of communication. You can deactivate the push-notifications at any time by changing the notification settings on your device.
(Collectively: the “Service”)
UPRIGHT HOPES TO OFFER USERS INFORMATION REGARDING HIS/HER POSTURE. THE SERVICEDOES NOT CONSTITUTE MEDICAL ADVICE OR PROFESSIONAL SERVICE. THE USER SHOULD ALWAYS CONSULT WITH A QUALIFIED PERSONAL MEDICAL ADVISOR.
THE CONTENT ON THE SERVICE, INCLUDING ANY INFORMATION, MATERIAL, DATA AND THE RESULTS OF THE USER’S USE OF THE DEVICE, IS MADE AVAILABLE FOR PERSONAL USE ONLY, AND DOES NOT CONSTITUTE PROFESSIONAL MEDICAL ADVICE.
THE DEVICEIS NOT FDA APPROVED.
UPRIGHTDOES NOT, EITHER EXPRESSLY OR IMPLICITLY, ENDORSE, RECOMMEND OR IN ANY MANNER ASSUME ANY RESPONSIBILITY FOR ANY LOSS, INJURY AND/OR DAMAGES INCURRED AS A RESULT, OR IN CONNECTION WITH, THE USE OF THESERVICE AND/OR DEVICE AND/OR ANY DECISION MADE OR ACTION TAKEN OR NOT TAKEN IN RELIANCE ON THE USE OF THE SERVICE. WE DO NOT GUARANTEE THAT ANY OF THE USERS’ NEEDS WILL BE FULFILLED.
Note: You must pay certain fees in order to receive the Device.Use of the App and Site is entirely free of charge. However, UpRight reserves the right to charge fees for such use in the future. In addition, you hereby acknowledge and agree that you may be charged for Internet, maintenance of network connection and data usage charges made through use of the App and/or Site, according with the applicable rates charged by your respective third party internet and data usage service provider as may be from time to time.
The Site and/or App also provides comprehensive information regarding UpRight and resources such as Q&A,and may include any other content related thereto such as contact information, videos, text,logos, button icons, images, data compilations, links, other specialized content, technical data, documentation, know-how, specifications materials, designs, data, the “look and feel” of the Site and/or App, algorithms, source and object code, interface, GUI, interactive features related graphics, illustrations, drawings, animations, and other features obtained from or through the Site and/or App (collectively, the “Content”). In addition, we may offer a User who provides his/her e-mail address updates via e-mail regarding any UpRightdevelopments, etc.
ALL RIGHTS IN AND TO THE CONTENT AVAILABLE ON THE SITE AND/OR APP ARE RESERVED TO UPRIGHT. TO THE EXTENT LEGALLY PERMISSIBLE, THE SITE AND/OR APP AND THE CONTENT AVAILABLE THEREIN ARE PROVIDED ON AN “AS IS” BASIS. UPRIGHT WILL NOT BE LIABLE FOR ANY DAMAGES OR LOSS, INCURRED BY YOU OR ANY OTHER PERSON AS A RESULT OF OR IN CONNECTION WITH YOUR USE OF THE SITE AND/OR APP AND/OR SERVICES AND/OR THE CONTENT AVAILABLE THEREIN.
YOUR USE OF THE SITE AND/OR APP AND/OR THE CONTENT AND/OR THE DEVICE IS ENTIRELY AT YOUR OWN RISK.
3. Use Restrictions
There are certain conducts which are strictly prohibited when using the Service. Please read the following restrictions carefully. Failure to comply with any of the provisions set forth herein may result (at UpRight’s sole discretion) in the termination of your use of the Service and may also expose you to civil and/or criminal liability.
You may not (and you may not permit any third party to) unless otherwise explicitly permitted under these Terms: (a) use the Site and/or App and/or the Content for any illegal, immoral, unlawful and/or unauthorized purposes; (b) use the Site and/or App and/or Content for non-personal or commercial purposes without UpRight’s express prior written consent; (c) remove or disassociate, from the Content and/or the Site and/or App any restrictions and signs indicating proprietary rights of UpRight or its licensors, including but not limited to any proprietary notices contained in such materials (such as ©,™, or ®), and you represent and warrant that you will abide by all applicable laws in this respect; (d) interfere with or violate Users’ rights to privacy and other rights, or harvest or collect personally identifiable information about Users without their express consent, whether manually or with the use of any robot, spider, crawler, any search or retrieval application, or use other manual or automatic device, process or method to access the Site and retrieve, index and/or data-mine information; (e) interfere with or disrupt the operation of the Site or the servers or networks that host the Site, or disobey any laws, regulations, requirements, procedures, or policies of such servers or networks; (f) falsely state or otherwise misrepresent your affiliation with any person or entity, or express or imply that the Company endorses you, your site, your business or any statement you make, or present false or inaccurate information about the Service; (g) take any action that imposes, or may impose, an unreasonable or disproportionately large load on our platform infrastructure, as determined by us; (h) bypass any measures we may use to prevent or restrict access to the Site and/or App; (i) copy, modify, alter, adapt, replicate, make available, translate, port, reverse engineer, decompile, or disassemble any portion of the Content made availableby UpRight on or through the Site and/or App, or publicly display, reproduce, create derivative works from, perform, distribute, or otherwise use such Content; (j) copy, distribute, display, execute publicly, make available to the public, reduce to human readable form, decompile, disassemble, adapt, sublicense, make any commercial use, sell, rent, transfer, lend, process, compile, reverse engineer, combine with other software, translate, modify or create derivative works of any material that is subject to UpRight’s proprietary rights, including UpRight’s Intellectual Property (as such term is defined below), in any way or by any means, unless expressly permitted in the Terms and/or under any applicable laws which expressly permits such actions; (k) make any use of the Content on any other site or networked computer environment for any purpose without UpRight’s prior written consent; (l) create a browser or border environment around UpRight Content (no frames or inline linking is allowed); (m) sell, license, or exploit for any commercial purposes any use of or access to the Site and/or App and/or Content; (n) frame or mirror any part of the Site without UpRight’s prior express written authorization; (o) create a database by systematically downloading and storing all or any of the Content from the Site and/or App; (p) transmit or otherwise make available in connection with the Site any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;(q) use the Service for any purpose for which the Site and/or the Service is not intended and/or (r) infringe and/or violate any of the Terms.
4. Registration and User Account
In order to use the App you must download the App from the necessary mobile application marketplace.
Your Account is password protected. In order to protect the security of your Personal Information available on your Account to the greatest extent possible, you must safeguard and not disclose your Account log-in details and you must supervise the use of such Account. You must provide accurate and complete information when creating an Account and you agree to not misrepresent your identity or your Account information. You agree to keep your Account information up to date and accurate.
YOU ARE SOLELY AND FULLY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF THE PASSWORD AND ACCOUNT AND FOR ALL ACTIVITIES THAT OCCUR UNDER YOUR ACCOUNT.If we in good faith believe you have created an Account impersonating another person such Account may expose you to civil and/or criminal liability.
You may not assign or transfer your rights or delegate your duties under the Account without the prior written consent of UpRight. You must notify us immediately of any unauthorized use of your Account or any other breach of security and in such events you must change your password immediately via the settings in the App and/or Site. We cannot and will not be liable for any loss or damage arising from any failure of yours to comply with these Terms, i.e., if someone else accesses your Account through the registration information he/she has obtained from you or through a violation by you of these Terms, or for any unauthorized use of your password or Account or any other breach of security.
CANCELLING YOUR ACCOUNT MAY CAUSE THE LOSS OF CERTAIN INFORMATION YOU PROVIDED US AND/OR THE CAPACITY OF YOUR ACCOUNT. WE DO NOT ACCEPT ANY LIABILITY FOR SUCH LOSS.
5. Contacting us via the Site
You do not have to register in order to visit the Site. However, in order to contact us using the Site, you will need to fill out and complete the contact form. The contact form requires yourname, e-mail address and may require certain additional information in the future.
Subject to the terms hereof, UpRight hereby grants to you, and you accept, a personal, nonexclusive, non-commercial, non-transferable, non-sublicensable and fully revocable limited license (i) to download and use the App on your authorized mobile phone, device or tablet that you own or control, solely for the limited purpose of using the App for your internal non-commercial use, and for no other purpose, strictly in accordance with the Terms, the applicable Usage Rules (defined below) and applicable law; and (ii) to use the Service and the Content provided in the Site and/or App in accordance with the terms contained in this Agreement.
The Terms do not convey to you an interest in or to the Company Intellectual Property (defined below) but only a limited revocable right of use in accordance with the Terms. Nothing in the Terms constitutes a waiver of the Company’s Intellectual Property under any law.
To the extent you provide any feedbacks, comments or suggestions to UpRight regarding the Site and/or App (“Feedback“), UpRight shall have an exclusive, royalty-free, fully paid up, worldwide, perpetual and irrevocable license to incorporate the Feedback into any UpRight current or future products, technologies or services and use such Feedback for any purpose all without further compensation to you and without your approval. You agree that all such Feedback shall be deemed non-confidential.
Further, you warrant that your Feedback is not subject to any license terms that would purport to require UpRight to comply with any additional obligations with respect to any UpRight current or future products, technologies or services that incorporate any Feedback.
UpRight has no obligation to provide upgrades or new releases of the App under these Terms.
8. Intellectual Property Rights
The Site, the App, the Content and the Company’s proprietary assets and any and all intellectual property rights pertaining thereto (including without limitation, any all intellectual property rights relating to the Device), including, but not limited to, inventions, patents and patent applications, trademarks, trade names, service marks, copyrightable materials, and trade secrets, whether or not registered or capable of being registered(collectively, “Intellectual Property”), are owned by and/or licensed to the Company and are protected by applicable copyright and other intellectual property laws and international conventions and treaties. All rights not expressly granted to you hereunder are reserved by the Company and its licensors.
9. Trademarks and Trade names
“UpRight” UpRight™, UpRight’s marks and logos and all other proprietary identifiers used by the Company in connection with the Service (“Company Trademarks”) are all trademarks and/or trade names of the Company, whether or not registered. All other trademarks, service marks, trade names and logos which may appear on the Site and/or App belong to their respective owners (“Third Party Marks”). No right, license, or interest to the Company Trademarks and the Third Party Marks is granted hereunder, and you agree that no such right, license, or interest shallbe asserted by you with respect to the Company Trademarks or Third Party Marks and therefore you will avoid using any of those marks.
10. Linking to UpRight’s Site and Links to Third Party Sites
We welcome links to any page on our Site. You are free to establish a hypertext link to the Site so long as the link does not state or imply any connection or approval of your website, products and/or services by UpRight, and does not portray UpRight in a false or otherwise offensive manner. You may not link to our Site from a site that you do not own or have permission to use. In the event that you link to UpRight’s Site you represent that your site does not contain content that is unlawful, offensive or infringing third party rights. However, we do not permit framing or inline linking.
11. Usage Rules
Since you are downloading the App from a third party platform, service provider or distributor (“Platform Provider“) your use of the App may also be governed by usage rules which the Platform Provider may have established and which relate to your use of the App (“Usage Rules“). Certain Usage Rules are described below, but other Usage Rules may apply and it is your responsibility to determine what other Usages Rules are applicable to your use of the App. You undertake to comply with all the applicable Platform Provider’s Usage Rules and the Usage Rules applicable to your use of the App are incorporated herein by reference. In the event of a conflict between the Terms and the terms of any applicable Usage Rules, which relates solely to the Platform Provider’s representations, warranties, restrictions on use of the App, obligations, limitation of liability (to the extent applicable to the Platform Provider) and/or other provisions that impose any responsibility on the Platform Provider, the terms of the applicable Platform Provider’s Usage Rules shall prevail. You represent that you are not prohibited by any applicable laws or Usage Rules from downloading and/or using the App. Any download and/or use of the App by anyone prohibited by any applicable laws or Usage Rules from downloading and/or using the App is expressly prohibited.
The following applies to you if you downloaded the App from the Apple App Store (“iTunes-Sourced Software“): You acknowledge and agree that (i) the license granted herein is limited to a non-transferable license to use the iTunes-Sourced Software on an iOS device that you own or control, as well as accessed and used by other accounts associated with you via Family Sharing (as set forth in the Apple App store Terms of Service) (ii) these Terms are solely between you and UpRight, not Apple Inc. (“Apple“), and that Apple has no responsibility for the iTunes-Sourced Software or content thereof, (iii) your use of the iTunes-Sourced Software must comply with Usage Rules established by Apple, including those set forth in the App Store Terms of Service effective as of the date you enter into these Terms, and (iv) Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iTunes-Sourced Software.
In the event of any failure of the iTunes-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund you the purchase price you paid, if any, for the iTunes-Sourced Software. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iTunes-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms and any law applicable to UpRight as provider of the App.
UpRight and you acknowledge that UpRight, and not Apple, is responsible for addressing any claims relating to the iTunes-Sourced Software or your possession and/or use thereof, including, but not limited to: (i) product liability claims; (ii) any claim that the iTunes-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
You acknowledge that, in the event of any third party claim that the iTunes-Sourced Software or your possession and use thereof infringes that third party’s intellectual property rights, UpRight, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. You acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary thereof.
12. Online Payment Services
13. Social Media Features
The Service may include social sharing and posting features and other integrated tools (for example the Facebook “Like” and “Share” buttons, sharing and posting content via Twitter, Youtube, Facebook, Google+ and e-mail etc.) (“Social Features”).
14. Special provisions relating to Third Party Components
The Site and/or App may use or include third party software, files and components that are subject to open source and third party license terms (“Third Party Components“). Your right to use such Third Party Components as part of, or in connection with, the App is subject to any applicable acknowledgements and license terms accompanying such Third Party Components, contained therein or related thereto. If there is a conflict between the licensing terms of such Third Party Components and these Terms, the licensing terms of the Third Party Components shall prevail in connection with the related Third Party Components. These Terms do not apply to any Third Party Components accompanying or contained in the Site and/or App and UpRight disclaims all liability related thereto. You acknowledge that UpRight is not the author, owner or licensor of any Third Party Components, and that UpRight makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance or suitability of Third Party Components.Under no circumstances shall the Site and/or App or any portion thereof (except for the Third Party Components contained therein) be deemed to be “open source“ or “publicly available“ software.
The Services’ availability and functionality depends on various factors, such as communication networks. UpRight does not warrant or guarantee that the Service will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access or error-free.
16. Changes to The Site and/or App
UpRight reserves the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently this Site and/or App (or any part thereof, including but not limited to the Content) without notice, at any time. In addition, you hereby acknowledge that the Content provided under this Site and/or App may be changed, extended in terms of content and form or removed at any time without any notice to you. You agree that UpRight shall not be liable to you or to any third party for any modification, suspension, or discontinuance of this Site and/or App or the Content included therein. You hereby agree that the Company is not responsible for any errors or malfunctions that may occur in connection with the performing of such changes.
If UpRight supplies to you any updates, upgrades and any new versions of the App (“Updates“) according to its then current policies, it may include automatic updating or upgrading of the App with or without any additional notice to youand the Terms will govern any such Updates unless these are accompanied by a separate license agreement which will prevail, and all references herein to the App shall include such Updates. For clarity, UpRight has no obligation to provide Updates.
17. Disclaimer of Warranties
PLEASE NOTE: WARRANTIES WITH RESPECT TO THE DEVICE ARE SPECIFIED IN THE FOLLOWING LINK: www.uprightpose.com/warranty.
TO THE FULLEST EXTENT LEGALLY PERMISSIBLE, THE SITE AND/OR APP AND THE CONTENT ARE PROVIDED ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, AND UPRIGHT, INCLUDING ITS VENDORS, OFFICERS, SHAREHOLDERS, SUB-CONTRACTORS, DIRECTORS, EMPLOYEES, AFFILIATES, SUBSIDIARIES, LICENSORS, AGENTS AND SUPPLIERS(COLLECTIVELY, “UPRIGHT’S REPRESENTATIVES”), DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSEAND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. YOU MAY HAVE ADDITIONAL CONSUMER RIGHTS UNDER YOUR LOCAL LAWS THAT THIS AGREEMENT CANNOT CHANGE.
THE DEVICE, SITE, APP AND THE CONTENT THEREIN ARE PROVIDED FOR PERSONAL USE ONLY AND DO NOT PROVIDE OR CONSTITUTE PROFESSIONAL, MEDICAL OR PARAMEDICAL ADVICE OR HEALTHCARE SERVICES AND MUST NOT BE RELIED UPON AS SUCH. YOU SHOULD MAKE ALL MEDICAL OR HEALTH RELATED DECISIONS ON THE BASIS OF PROFESSIONAL ADVICE FROM A LICENSED PHYSICIAN OR QUALIFIED HEALTH CARE PROFESSIONAL WHO IS FULLY AWARE OF YOUR INDIVIDUAL CIRCUMSTANCES.THE DEVICE IS NOT FDA APPROVED.
WE DO NOT WARRANT (I) THAT THE USE AND OPERATION OF THE APP, THE DEVICE AND SITE IS OR WILL BE SECURE, TIMELY, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERRORS, OR FREE OF VIRUSES, DEFECTS, WORMS, OTHER HARMFUL COMPONENTS OR OTHER PROGRAM LIMITATIONS, (II) THAT UPRIGHTWILL CORRECT ANY ERRORS OR DEFECTS IN THE SITE AND/OR APP, (III) THE APP WILL BE INTEROPERABLE OR COMPATIBLE WITH YOUR DEVICE, OTHER SOFTWARE, HARDWARE, OR ANY EQUIPMENT, AND UPRIGHTAND UPRIGHT’S REPRESENTATIVESARE NOT RESPONSIBLE FOR ANY LOSSES SUFFERED RESULTING FROM INTEROPERABILITY OR COMPATIBILITY PROBLEMS, (IV) AND/OR MAKE ANY REPRESENTATION REGARDING THE USE, INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OF THE SITE AND/OR APP AND/OR CONTENT AVAILABLE THEREON OR THROUGH THE SITE AND/OR APP (INCLUDING THAT THE RESULTS OF USING THE SITE AND/OR APP WILL MEET YOUR REQUIREMENTS). UPRIGHTAND UPRIGHT’S REPRESENTATIVES DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE USE OF THE SITE AND/OR APP, INCLUDING BUT NOT LIMITED TO THE AVAILABILITY, RELIABILITY OR THE QUALITY OF THE SITE AND/OR APP, AND ARE NOT AND SHALL NOT BE RESPONSIBLE FOR ANY ERROR, FAULT OR MISTAKE RELATED TO ANY CONTENT AND INFORMATION DISPLAYED WITHIN THE SITE AND/OR APP.
WE ARE NOT RESPONSIBLE AND HAVE NO LIABILITY FOR ANY ITEM OR SERVICE PROVIDED BY ANY PERSON OR ENTITY OTHER THAN UPRIGHT.
WE ARE NOT RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR OTHERS THAT MAY RESULT FROM TECHNICAL PROBLEMS (INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION, OVERLOAD OF SERVERS, DELAYS OR INTERRUPTIONS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS.
YOU AGREE THAT USE OF THE SITE AND/OR THE APP AND/OR THE CONTENT IS ENTIRELY AT YOUR OWN RISK.
INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.
18. Limitation of Liability
TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, IN NO EVENT SHALL UPRIGHT, INCLUDING UPRIGHT’S REPRESENTATIVES BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, CONTRACT, NEGLIGENCE, TORT OR STRICT LIABILITY) (INCLUDING WITHOUT LIMITATION, LOSS OF GOODWILL, PROFITS OR DATA AND BUSINESS INTERRUPTION) ARISING HEREUNDER, RESULTING FROM OR ARISING OUT OF THE SITE AND/OR APP AND/OR THE CONTENT YOUR USE OR INABILITY TO USE THE SITE AND/OR APP AND/OR THE CONTENT AND/OR THE FAILURE OF THE SITE AND/OR APP TO PERFORM AS DESCRIBEDOR EXPECTED, OR FROM THE PERFORMANCE OR FAILURE OF UPRIGHT TO PERFORM UNDER THESE TERMS, ANY OTHER ACT OR OMISSION OF UPRIGHT OR UPRIGHT’S REPRESENTATIVES, BY ANY OTHER CAUSE WHATSOEVER; OR BASED UPON BREACH OF WARRANTY, GUARANTEE OR CONDITION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR ANY OTHER LEGAL THEORY, REGARDLESS OF WHETHER UPRIGHT (OR UPRIGHT’S REPRESENTATIVES) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN ANY CASE, WITHOUT LIMITING THE GENERALITY OF THE AFOREGOING AND TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, UPRIGHT’S AND UPRIGHT’S REPRESENTATIVES’ TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES OR LOSSES WHATSOEVER ARISING HEREUNDER OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE SITE AND/OR APP OR THE CONTENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU, IF ANY, TO UPRIGHT FOR USE OF THE SITE AND/OR APP OR $US1.00, WHICHEVER IS GREATER.THE LIMITATION OF LIABILITY PROVISIONS WHICH APPLY TO ANY RESPONSIBILITIES OF THE APPLICABLE PLATFORM PROVIDER ARE SET FORTH IN THEIR APPLICABLE USAGE RULES. YOU WILL NOT, AND WAIVE ANY RIGHT TO, SEEK TO RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES FROM US AND FROM UPRIGHT’S REPRESENTATIVES.
INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.
You agree to defend, indemnify and hold harmless UpRight and UpRight Representatives from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney’s fees) arising from: (i) your use, misuse of, inability to use and/or activities in connection with the Site and/or App and/or Content; (ii) your violation of any of theseTerms; (iii) your violation of any third party rights, including without limitation any intellectual property rights or privacy right of such third party with respect to your use of the Service; and (iv) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party with relation to the Site and/or App. It is hereby clarified that this defense and indemnification obligation will survive these Terms.
Without derogating from the foregoing, we reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification by you, which will not excuse your indemnity obligations hereunder and in which event you will fully cooperate with us in asserting any available defense. You agree not to settle any matter subject to an indemnification by you without first obtaining our prior express written approval.
20. Amendments to the Terms
The Company may, at its sole discretion, change the Terms from time to time, including any other policies incorporated thereto, so please re-visit this page frequently. In case of any material change, we will make reasonable efforts to post a clear notice on the Site and/or App and/or will send you an e-mail (to the extent that you provided us with such e-mail address) regarding such change. Such material changes will take effect seven (7) days after such notice was provided on our Site and/or App or sent via e-mail, whichever is the earlier. Otherwise, all other Changes to these Terms are effective as of the stated “Last Revised” and your continued use of the Site and/or App on or after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes. In the event that the Terms should be amended to comply with any legal requirements, the amendments may take effect immediately, or as required by the law and without any prior notice.
21. Termination or Suspension of your Account, Termination of these Terms and the Termination of the App’s or Site’s operation
These Terms shall remain in effect until terminated as set forth herein. Your failure to comply herewith shall terminate your license and these Terms. In the event of your failure to comply herewith UpRight may immediately temporarily or permanently limit, suspend or terminate your Account. In addition, UpRight may temporarily or permanently limit, suspend or terminate your Account. If you object to any term hereof, as may be amended from time to time, or become dissatisfied with the Service, you may terminate these Terms at any time by uninstalling our App, exiting our Site and stopping your use thereof and this will be you sole remedy in such circumstances. In such circumstance and upon termination of these Terms in the event of your failure to comply herewith: (i) the license and all other rights granted to you hereunder will automatically terminate, (ii) you must immediately cease all use of the Service, delete and destroy all copies of the App in your possession or control and so certify to UpRight if required by it, and (iii) the provisions of these Terms that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms shall so survive. Without limiting the generality of the forgoing, the Intellectual Property, Disclaimer of Warranties, Limitation of Liability, Indemnification and General sections will survive the termination of the Terms.
Additionally, UpRight may at any times, at its sole discretion, cease the operation of the Service or any part thereof, temporarily or permanently, delete any information from the App or correct, modify, amend, enhance, improve and make any other changes thereto or discontinue displaying or providing any information, content or features therein without giving any prior notice. You agree and acknowledge that UpRight does not assume any responsibility with respect to, or in connection with the termination of the Site’s and/or App’s operation and loss of any data.
We note that we can suspend access to your Account if we believe, in our sole discretion, that one (or more) of the following events have occurred: (a) there is risk to the security or privacy of your Account; (b) there is a threat to the security or integrity of our network or our servers; (c) suspension is needed to protect the rights, property or safety of UpRight, its users or the public; (d) there is a basis for termination of your Account; (e) you have violated these Terms; and/or (f) we are required to by law. We may provide you a notice in the event of any such suspension. During such suspension, you will not have the ability to use or access your Account. In the event that we will determine, in our sole discretion, that the reason for suspension of access to your Account has been resolved, we will restore access to your Account.
22. Export and the Location of the User
The App and the Device may be subject to export control laws of the State of Israel and/or may be subject to additional export control laws applicable to the User or in the User’s jurisdiction, including, without limitation, the United States. The User agrees that he/she will not ship, transfer, or export the App and/or Device into any country, or make available or use the App and/or Device in any manner, prohibited by applicable laws.
In addition, the User represents and warrant that (i) he/she is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting“ country; and (ii) that the User is not listed on any U.S. Government list of prohibited or restricted parties.
(a) These Terms constitute the entire terms and conditions between you and the Company relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and the Company, (b) any claim relating to the Site and/or App or the Content contained therein will be governed by and interpreted in accordance with the laws of the State of Israel without reference to its conflict-of-laws principles and the United Nations Convention Relating to a Uniform Law on the International Sale of Goods may not be applied, (c) any dispute arising out of or related to the Site and/or App will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts of the Tel-Aviv District, Israel. You agree to waive all defenses of lack of personal jurisdiction and forum non-convenience and agree that process may be served in a manner authorized by applicable law or court rule. Notwithstanding the foregoing, UpRight may seek injunctive relief in any court of competent jurisdiction, (d) these Terms do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto, (e) no waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof, (f) YOU ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE SITE, THE DEVICE AND/OR APP MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED, (g) if any provision hereof is adjudged by any court of competent jurisdiction to be unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect while most nearly adhering to the intent expressed herein, (h) you may not assign or transfer these Terms (including all rights and obligations hereunder) without our prior written consent and any attempt to do so in violation of the foregoing shall be void. We may assign or transfer these Terms without restriction or notification, (i) no amendment hereof will be binding unless in writing and signed by UpRight, and (j) the parties agree that all correspondence relating to these Terms shall be written in the English language.
25. For information, questions or notification of errors, please contact:
If you have any questions (or comments) concerning the Terms, you are most welcome to send us an e-mail and we will make an effort toreply within a reasonable timeframe: [email protected]