PLEASE READ THE FOLLOWING CAREFULLY BEFORE ACCEPTING THESE TERMS AND REGISTERING FOR, ACCESSING AND/OR USING THE UPWORD SERVICE.
These Terms and Conditions ("Terms") govern your access and use of the Software (as defined below) and Services (as defined below), as well as any future Software or Services. By accessing and using the Services, you acknowledge that you, on your own behalf as an individual and on behalf of your employer or another legal entity (collectively “you” or “your”), have read and understood and agree to comply with the Terms and with all applicable laws and regulations regarding your use of the Services, and are entering into a binding legal agreement with Upword Inc. (“Upword”, “us”, “we” or “our”). If you are entering into these Terms on behalf of your employer or other legal entity, that you have full authority to bind said employer or other legal entity to these Terms. If you do not agree to comply with and be bound by these Terms or do not have authority to bind your employer or other legal entity, please do not accept these Terms or access or use the Service. You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law.
1.1 "Services" – means the services provided by the Software and is made available to you on a software-as-a-service (SaaS) basis through our Upword AI Platform and/or through Upword Chrome Extension and/or through Upword App.
1.2 "Site" – means the services provided by the Software and is made available to you on a software-as-a-service (SaaS) basis through our Upword AI Platform and/or through Upword Chrome Extension and/or through Upword App.
1.3 "Software" – means Upword AI Platform, Upword Chrome Extension, including all features, interfaces and other products and services that we may offer, along with any associated applications, software, and websites, including Upword Content (as defined below) contained in or made available through the Services.
1.4 "Upword AI Platform" – an AI-based software designed to be a research assistant that enables, among other things, the production and sharing of documents, uploading content in a digital library format, initiating research projects, selecting content from system recommendations, and performing various learning, reading, and text-processing actions such as summarizing, note-taking, highlighting, translating, and rephrasing, as further described on the Site.
1.5 "Upword App" – Upword's application that enables the use of the Upword AI Platform, as further described on the Site.
1.6 "Upword-Basic" – means the standard tier of the Upword AI Platform, providing limited features, tools, and functionalities, as further described on the Site.
1.7 "Upword Chrome Extension" – means an AI-based reading comprehension Google Chrome extension, available on Google's online store, that converts available text while browsing a website into AI-generated notes, as further described on the Site.
1.8 "Upword-Pro" – means the premium tier of the Upword AI Platform, offering a wide range of advanced features, tools, and functionalities available, as further described on the Site.
1.9 "Upword-Unlimited" - means the premium tier of the Upword AI Platform, offering the most comprehensive suite of features, tools, and functionalities available, as further described on the Site.
The Services are intended only for individuals who are 13 years of age or the minimum age required in your location, whichever is higher (the "Minimum Age"), or older. If you are under the Minimum Age, please do not visit or use the Services. If you are between the Minimum Age and 18 years of age, you must review these Terms with your parent or guardian before using the Services to make sure that you and your parent or guardian understand these Terms and agree to them. We reserve the right: (i) to ask you for proof of age at any point; (ii) to request your parents' or guardian's consent if we suspect you are under the applicable age; and (iii) to prevent you from any use of the Services if you were prohibited by us from using the Services.
3. License.
Subject to your compliance with these Terms, Upword hereby grants you, and you accept, a non-exclusive, non-transferable, non-sublicensable, and fully revocable right to access and use the Services during the Term (as defined below) for your internal purposes only. If you are an organization purchasing the Services for use by end users, your subscription to the Services is limited to the number of your end users designated in the Order Form ("End Users"). "Order Form" means Upword’s then-current order form that you entered into with Upword while registering for the Services. Any references herein to End Users shall only apply to the extent applicable
4.1. You may access and use our Services only in compliance with these Terms and
4.2. You must not, and shall not allow a permitted End User or any third party to: (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, transfer or distribute any portion of the Services to any third party, including, but not limited to your affiliates (if applicable), or use the Services in any service bureau arrangement; (ii) circumvent, disable or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Services; (iii) access without authorization, attempt to gain unauthorized access, or probe, scan or test the vulnerability of the Services or other computer systems or networks connected to the Services (including, without limitation, through the use of passwords of others, no matter how obtained); (iv) reverse engineer, decompile or disassemble the Services or any components thereof; (v) modify, translate, patch, alter, change or create any derivative works of the Services, or any part thereof; (vi) use any robot, spider, scraper, or other automated means to access the Services for any purpose; (vii) take any action that imposes or may impose (at Upword’s sole discretion) an unreasonable or disproportionately large load on the Upword infrastructure; (viii) interfere or attempt to interfere with the integrity or proper working of the Services, or any related activities; (ix) remove, deface, obscure, or alter Upword’s or any third party’s copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Services, or use or display logos of the Services differing from Upword’s own without Upword’s prior written approval; (x)use the Services to develop a competing service or product; (xi) exploit, distribute, develop or publicly inform other users or the public of any error, miscue or bug which provides an unintended advantage, or of "auto" software programs, "macro" software programs or other "cheat utility" software programs or applications; (xii) use the Services to send unsolicited or unauthorized commercial communications; and/or (xiii) improperly use support channels to make false reports to Upword or using profane, defamatory or abusive language in your communications with our support personnel; (xiv) use the Services in any unlawful manner or in breach of these Terms and/or in any unlawful manner or in breach of any relevant law or that infringes, misappropriates or violates Upword and/or any third party’s rights
4.3. To the extent applicable, you agree to remain liable to Upword for any act or omission of an End User that would constitute a breach of these Terms if such acts or omissions were by you.
5.1. You must comply with the terms and conditions of any third-party services or platforms integrated with the Services, including but not limited to Google Chrome, YouTube, Microsoft Azure, Google Cloud Platform, Anthropic, Amazon, Stripe and any other third-party services or platforms that may be integrated with the Services from time to time ("Usage Rules"). The Usage Rules applicable to your use of the Services are hereby incorporated by reference into these Terms. You warrant that you are not restricted by any Usage Rules or applicable laws from using the Services. Should you be unable to affirm this warranty, you must not install or use the Services. Please note that Upword is not responsible for the content, policies, or practices of these third-party services.
6. Account.
6.1. In order to use Upword AI Platform, you will need to create an account on our Site and/or on Upword App, as further described on the Site ("Account"). You must not allow anyone other than yourself or, if applicable, a permitted End User to access and use your Account.
6.2. You acknowledge and agree (i) not to exceed the aggregate number of authorized End Users designated in the Order Form unless you first notify us in writing and pay Upword the required additional subscription fees; (ii) to provide accurate, complete, and current Account and login information, and, as applicable, timely update the same; (iii) to keep, and ensure that End Users keep, all Account login details and passwords secure at all times; (iv) to remain solely responsible and liable for the activity that occurs in connection with your Account (which includes any sub-accounts), including usage via any interfaces or connectors to the Account, the content and submission of any media submitted for processing, and for keeping the Account credentials secure, (v) that the login details for each End User may only be used by that End User, and that multiple people may not share the same login details; and (vi) to promptly notify Upword in writing if you become aware of any unauthorized access or use of your Account or the Services.
6.3. You may cancel your Account at any time by using the tools that we make available within the Site or by sending a cancellation request to us at support @upword.ai, in which case we will use commercially reasonable efforts to respond within a reasonable time.
6.4. Notwithstanding the cancellation of the Account, Upword may retain your information as reasonably necessary for compliance with applicable law. Except as agreed between you and Upword in writing, Upword may periodically delete your data from its platform, including any files. Further, data storage is not guaranteed by Upword, and Upword shall not have any liability whatsoever for any damage, liabilities, losses, or any other consequences that you may incur relating to the deletion of your data.
You acknowledge and agree that: (i) your use of the Services, including, without limitation, any information transmitted to or stored by Upword, is governed by the Upword Privacy Policy, as described on the Site; and (ii) Upword may use personal information that may collect or obtain in connection with your access of the Services in accordance with our Privacy Policy. We encourage you to read our privacy policy, as described on the Site, which describes how we use such information.
8.1. Ownership. Title and full, exclusive ownership rights of the Software (and all parts thereof), including but not limited to all re-productions, corrections, modifications, enhancements and improvements, and all related patent rights, copyrights, trade secrets, trademarks, service marks, related goodwill, including data related to your usage thereof, and Upword’s intellectual property, and any rights therein not explicitly granted to you hereunder, are reserved to and shall remain solely and exclusively proprietary to Upword (or its third party licensors)
8.2. Upword Content. Except for the User Content (as defined below) the: (i) content on the Software, including, without limitation, the text, information, documents, descriptions, products, software, graphics, photos, sounds, videos, interactive features, and services (the "Materials"), (ii) the trademarks, service marks and logos contained therein, including but not limited to "Upword", the Upword Logo, the Upword Asterisk, Upword fonts, summaries and other marks, along with any other proprietary graphics or branding associated with Upword or its affiliates ("Marks", and together with the Materials, the "Upword Content"), are the property of Upword and/or its licensors and may be protected by applicable copyright or other intellectual property laws and treaties
8.3. User Content and User Derived Content. You are solely responsible for all interactions, text, documents, notes, or other content or information uploaded, entered or otherwise transmitted by you in connection with your use of the Services ("User Content") and the User Derived Content (as defined below). User Content and/or User Derived Content may include, among other things, mistakes, typos, wording, and text contained in the content or information transmitted by you. To the maximum extent permitted by law, Upword shall have no liability to you with respect to the User Content and or the User Derived Content, including, without limitation, liability with respect to: (i) any information (including your confidential information) contained in or apparent from any User Content and/or the User Derived Content; and/or (ii) any copyright infringement claim or another infringement claim by a third party in relation to or in connection with the User Content and/or the User Derived Content. You warrant, represent and covenant that: (i) you own or have a valid and enforceable license and all the necessary rights to use, submit or transmit all User Content and use the Services; (ii) that no User Content or User Derived Content (as defined below) infringes, misappropriates, or violates or will infringe, misappropriate or violate, the rights (including, without limitation, any copyrights or other intellectual property rights) of any person or entity or any applicable law, rule or regulation of any government authority of competent jurisdiction; (iii) all summaries, content or text derived or extracted from the User Content using the Services ("User Derived Content") shall be used by the User for personal use only; and (iv) the User shall not disseminate or distribute the User Content or User Derived Content in breach of any applicable law or third party's intellectual property rights or other rights. You acknowledge that the Services and/or Software do not operate as an archive or file storage service. You are solely responsible for the backup of User Content and other safeguards appropriate for your needs. It is hereby clarified that Upword shall not be liable for any loss of User Content and/or User Derived Content, nor shall be responsible for recovering any deleted content. You retain all right, title, and interest in and to your User Content. To the maximum extent permitted by law, by uploading or entering any User Content, you give Upword (and those it works with) a nonexclusive, worldwide, royalty-free and fully- paid, transferable and sub-licensable, perpetual, and irrevocable license to copy, store and use your User Content in order to (i) provide the Services; (ii) administer and make improvements to the Software and Services (including, to improve the algorithms underlying the Software and the Services); and (iii) collect and analyze anonymous information. To the extent that User Content contains any third-party data, you hereby warrant to have obtained all required consents from such third party to allow Upword to use the User Content as set forth above.
9.1. To the extent you provide any feedback, comments, or suggestions to Upword regarding the Services and/or Software ("Feedback"), you hereby grant Upword a worldwide, non-exclusive, sublicensable (including in unlimited tiers), transferable, perpetual, irrevocable, royalty-free, and fully paid license to use, modify, distribute, create derivative works of, publicly display and perform, broadcast, sell, make, import, export, and otherwise fully exploit such Feedback, for any use and purpose whatsoever. You hereby irrevocably, fully, and unconditionally transfer and assign to Upword all intellectual property rights and remaining rights you have in such Feedback, without any further step or payment being necessary, and waive any and all moral rights you may have in respect thereto, and the right to assert or take legal action in connection with such rights.
9.2. You hereby represent you are free to provide Upword with Feedback and that you shall not provide Feedback that infringes upon third parties' intellectual property rights. Furthermore, you warrant that your Feedback is not subject to any license terms that would purport to require Upword to comply with any additional obligations with respect to any Upword current or future products, technologies or services that incorporate any Feedback.
9.3. It is further understood that the use of Feedback, if any, may be made by Upword at its sole discretion, and that Upword in no way shall be obliged to make use of any kind of the Feedback or part thereof.
10.1. These Terms shall become effective on the earlier of: (i) the date that you commence access to or use of the Services; or (ii) the date that we receive payment of any applicable Services subscription fee, and shall remain effective until these Terms are terminated in accordance with the section herein entitled ‘Termination’.
10.2. We reserve the right, at any time, to: (i) discontinue or modify any aspect of the Software and/or the Services; and/or (ii) terminate these Terms and your use of the Services, if you engage in any conduct or activities that we determine, in our sole discretion, violate these Terms or the rights of Upword or any third party, or are otherwise inappropriate, and, to the maximum extent permitted by law, Upword shall not be liable to you or any third party for any of the foregoing. If you object to any term or condition of these Terms or any subsequent modifications thereto, or become dissatisfied with the Software and/or the Services in any way, your only recourse is to immediately discontinue use of the Services. Unless otherwise stated in the Order Form or required under applicable law, termination shall not give rise to any refund. If you believe you are entitled to a refund due to the discontinuation or modification of any aspect of the Software and/or the Services under sub- section (i) of this section, please contact us at support@upword.ai.
We may offer a free, no-obligation trial period of the Services ("Trial Period"). The Trial Period, if any, shall commence on the date that you commence access or use of, as applicable, the Services and will conclude at the end of the trial period displayed on the Site, or sooner if: (i) you upgrade your Account by beginning to pay the applicable fees for the Services; or (ii) your use of the Services is terminated in accordance with these Terms. You acknowledge and agree that these Terms are applicable and binding upon you during the Trial Period and that Upword: (a) does not make any commitments in connection with the Services during the Trial Period; and (b) may send you, subject to your opting out, communications and other notices about the Services to your email address. We reserve the right to modify, cancel and/or limit this Trial Period offer at any time and for any reason. We also reserve the right to add promotions with respect to the Services and withdraw such promotions, at our sole discretion. Notwithstanding anything to the contrary in these Terms, to the maximum extent permitted by law, Upword and Upword's affiliates will have no warranty, indemnity, support, or other obligations or liabilities whatsoever, with respect to the Trial Period. We aim to provide a useful experience during the Trial Period; however, please be aware that the Services are offered "as is" throughout the Trial Period.
This section governs your use of Services or features that we offer on an alpha, preview, early access, or beta basis ("Beta Services"). Beta Services are offered "as-is" to allow testing and evaluation and are excluded from any indemnification obligations we may have to you. Upword makes no representations or warranties for Beta Services, including any warranty that Beta Services will be generally available, uninterrupted or error-free, or that content will be secure or not lost or damaged. Except to the extent prohibited by law, Upword expressly disclaims all warranties for Beta Services, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non- infringement, or quiet enjoyment.
Without derogating from your obligation to pay the subscription fees, you may terminate these Terms at any time by canceling your Account. We may stop to providing the Services to you at any time, including without limitation in the event that you breach these Terms.
Upon termination of these Terms, you will lose all access to the Services and to any data that we may be storing on your behalf. We reserve the right to permanently delete from our (or our third-party service provider’s) servers any data that may be contained in your Account at any time. We do not accept any liability for any termination of the Services or data that is deleted in connection thereto. Sections 4, 5, 8-9, 14, 16-20 and 22-23 shall survive termination of these Terms.
15.1. To access and use Upword-Unlimited, Upword-Pro, and other subscription services we may make available, you must sign up for a subscription with us (a "Subscription"), first by creating an Account, and then follow the subscription procedure on our Site.
15.2. When purchasing a Subscription, you must provide complete and accurate billing information ("Payment Method"). You agree that we may charge the Payment Method for any applicable fees listed on our Site and any applicable tax. Please check your order carefully before confirming it, and see below for additional information about recurring charges for our Subscriptions.
15.3. When you sign up for a Subscription, you agree to these Terms.
15.3.1. Subscription content, features, and services. The content, features, and other services provided as part of your Subscription, and the duration of your Subscription, will be described on the Site and/or the Order Form, as applicable. We may change the content, features, and other services from time to time, and we do not guarantee that any particular piece of content, feature, or other service will always be available through the Services.
15.3.2. Subscription term and automatic renewal. If you sign up for a paid Subscription, we will automatically charge your Payment Method on each agreed-upon periodic renewal date until you cancel. Your Subscription minimum term (the "Initial Term"), will be chosen by you on the Site and/or the Order Form, as applicable, during the Subscription sign-up.
Your Subscription will last for the Initial Term and will automatically renew, and your Payment Method will be charged, at the end of the Initial Term for an additional term equal in duration to the Initial Term and will continue to renew and incur charges for additional terms equal in duration to the Initial Term (each such additional term, a "Renewal Term") until you cancel your Subscription.
15.3.3. Subscription cancellation. You may cancel your Subscription at any time by using the tools that we make available within the Site or by sending a cancellation request to us at support@upword.ai. To avoid renewal and charges for the next Renewal Term, cancel your subscription at least 24 hours before the last day of the Initial Term or any Renewal Term. In the event of a cancellation, your fees will not be refunded, but your access to your Subscription will continue through the end of the Initial Term or any Renewal Term for which you previously paid fees. Thereafter, your access to your Subscription will be downgraded to Upword-Basic.
15.3.4. Subscription fees. You will pay the fees for the Initial Term and each subsequent Renewal Term up front, without the right of set-off, deduction, or counterclaim, at the start of that Initial Term or Renewal Term, as applicable. We have the right to make changes to the fees applicable to your Subscription from time to time, although we will not make any change to the fees applicable to your Subscription during the current Initial Term or Renewal Term, as applicable. If these changes result in an increase in the fees payable by you, we will inform you at least 30 days in advance of the change. You agree to the increase in fees payable by you unless you cancel the Subscription, as described in the paragraph (Subscription cancellation) immediately above, before the Renewal Term to which the increase in fees will apply.
15.4. Unless otherwise stated, all fees are stated, and shall be paid, in US Dollars, and are exclusive of any country, province, federal, state, or local taxes, including without limitation, use, sales, value-added, privilege, or other taxes, levies, imports, duties, fees, surcharges, governmental assessments, and withholdings ("Taxes"). You are solely liable for and will pay upon demand all Taxes associated with your access to and use of the Services and shall not deduct any such amounts, or any other withholdings, set-offs, or deductions from amounts you owe to Upword.
15.5. Overdue undisputed amounts bear interest at the lower of 1.5% per month or the maximum rate allowed by law. In addition to any other remedies, you shall be liable for Upword's expenses incurred in connection with collection activities including attorneys’ fees. Upon 5 days’ notice, we may suspend Services associated with the Account pending payment of past-due undisputed amounts, and we shall have no liability for any losses incurred due to such suspension. Your credit shall be limited to the amount indicated by Upword from time-to-time in connection with the Account and usage beyond this limit may be blocked without further notice.
15.6. Billing disputes must be initiated by you within 30 days of the invoice date, by contacting us as indicated in the applicable Order Form. Upon expiration of such 30-day period, you may not dispute any fees paid or payable to us. We and you will work together in good faith to resolve billing disputes. A pending billing dispute shall not exempt you from timely paying undisputed amounts owed. Other than in accordance with the foregoing, fees paid are non- refundable.
16.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE THAT THE SERVICES, THE UPWORD CONTENT, AND ANY OTHER GOODS AND/OR SERVICES PROVIDED OR MADE AVAILABLE BY UPWORD HEREUNDER OR RELATED THERETO (COLLECTIVELY, THE "UPWORD MATERIALS") ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION, WARRANTY, GUARANTEE, OR CONDITION OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR REGARDING SECURITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET POSSESSION, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, RELIABILITY, OR THAT OTHERWISE ARISE FROM A COURSE OF PERFORMANCE OR DEALING, OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY DISCLAIMED BY UPWORD, ITS SUPPLIERS, AND LICENSORS
16.2. TO THE MAXIMUM EXTENT BT PERMITTED BY LAW, UPWORD AND ITS LICENSORS DO NOT MAKE ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION: (A) REGARDING THE EFFECTIVENESS, USEFULNESS, RELIABILITY, TIMELINESS, COMPLETENESS, OR QUALITY OF UPWORD MATERIALS, THE SERVICES OR THE SOFTWARE; (B) THAT YOUR USE OF UPWORD MATERIALS, THE SERVICES OR THE SOFTWARE WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE; (C) REGARDING THE OPERATION OF ANY NETWORKS, THE PASSING OR TRANSMISSION OF DATA VIA ANY NETWORKS OR THE CLOUD, OR ANY OTHER CELLULAR OR DATA CONNECTIVITY PROBLEMS; OR (D) REGARDING THE SATISFACTION OF, OR COMPLIANCE WITH, ANY LAWS, REGULATIONS, OR OTHER GOVERNMENT OR INDUSTRY RULES OR STANDARDS. WE DO NOT WARRANT THAT THE CONTENT AVAILABLE ON, OR GENERATED BY, THE SOFTWARE OR THE SERVICES IS ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE AND/OR THAT THE SERVICES OR THE SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL CODE. WE RESERVE THE RIGHT TO MAKE CHANGES IN OR TO THE CONTENT, THE SOFTWARE AND/OR THE SERVICES, OR ANY PART THEREOF, WITHOUT GIVING YOU ANY NOTICE PRIOR TO OR AFTER MAKING SUCH CHANGES. UPWORD WILL NOT BE LIABLE OR OBLIGATED IN RESPECT OF DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR FOR ISSUES RELATED TO PUBLIC NETWORKS OR HOSTING PROVIDERS.
16.3. YOU ARE ADVISED NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE EXTENSION. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH THE USE OF THE SOFTWARE OR SERVICES. YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM YOUR USE OF THE SERVICES AND/OR FOR ANY TECHNICAL PROBLEMS INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS.
16.4. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO TO THAT EXTENT SUCH EXCLUSIONS MAY NOT APPLY.
TO THE FULLEST EXTENT PERMISSIBLE BY LAW, UPWORD ITS SUPPLIERS, AND LICENSORS, SHALL NOT BE LIABLE FOR: (A) ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND; (B) ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF ANTICIPATED SAVINGS, OR WASTED EXPENDITURE; (C) ANY LOSS OF, OR DAMAGE OR INTERRUPTION TO, DATA, NETWORKS, INFORMATION SYSTEMS, REPUTATION, OR GOODWILL; AND/OR (D) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES. ARISING OUT OF THESE TERMS OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IF UPWORD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF UPWORD FOR ANY DAMAGES UNDER THESE TERMS OR IN CONNECTION WITH THE USE OF OR THE INABILITY TO USE THE SERVICE EXCEED THE AMOUNT ACTUALLY PAID (IF ANY) BY YOU TO UPWORD UNDER THESE TERMS IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE GIVING RISE TO LIABILITY. THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY EVEN IF ANY REMEDY IN THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE, AND REGARDLESS OF THE THEORY OR BASIS OF LIABILITY, AND WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY), MISREPRESENTATION, RESTITUTION, OR OTHERWISE.
You agree to defend, indemnify, and hold harmless Upword and our affiliates and our respective officers, directors, agents, consultants, and employees from any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) arising from: (i) your use of the Services; (ii) your breach of these Terms; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; and (iv) a third party claim relating to or in connection with the User Content and/or the User Derived Content (including but not limited to a claim for copyright infringement or related to intellectual property or proprietary rights). Without derogating from or excusing your obligations under this section, we reserve the right (at your own expense), but are not under any obligation, to assume the exclusive defense and control of any matter which is subject to indemnification by you if you choose not to defend or settle it. You agree not to settle any matter subject to indemnification by you without first obtaining our express approval.
We reserve the right to access, read, preserve, and disclose any information that we obtain in connection with the Services as we reasonably believe necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request; (ii) enforce these Terms, including to investigate potential violations hereof; (iii) detect, prevent or otherwise address fraud, security or technical issues; (iv) respond to your support requests; and/or (v) protect the rights, property or safety of Upword, its users or the public.
These Terms, and any rights granted hereunder, may not be transferred or assigned by you but may be assigned by Upword without restriction.
We reserve the right, at our discretion, to change these Terms at any time. Such change will be effective 10 days following our sending a notice thereof to you or posting the revised Terms on the Site, and your continued use of the Services thereafter means that you accept those changes. It is your responsibility to review the Terms periodically and we encourage you to do so.
22.1. These Terms shall be governed by the laws of the State of Israel and the competent courts of Tel-Aviv, Israel, shall have exclusive jurisdiction over any disputes arising hereunder. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are excluded from these Terms. Notwithstanding the above, Upword reserves the right to seek preliminary or interim injunctive or other equitable relief in any competent court worldwide.
These Terms, the Order Form (if applicable) and the Privacy Policy, represent the complete agreement concerning the Services between you and Upword and supersede all prior agreements and representations related to the subject matter hereof. To the extent of any inconsistency or conflict between these Terms and an Order Form, these Terms shall prevail. Section headings are provided for convenience only and have no substantive effect on construction. Except for your obligation to pay Upword, neither party shall be liable for any failure to perform due to causes beyond its reasonable control. Nothing herein shall be construed to create any employment relationship, partnership, joint venture or agency relationship or to authorize any party to enter into any commitment or agreement binding on the other party. If any provision of these Terms is held to be unenforceable, these Terms shall be construed without such provision. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party’s right to exercise such right or any other right in the future.