Terms of Service - UpScalability
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Terms of Service

Website and Service Terms and Conditions

 

1.       Acceptance

The UpScalability website and platform (the “Website”) is owned and operated by UpScalability, LLC (“UpScalability”).  Your use of the Website and services provided through the Website (the “Services”) are subject to these terms and conditions (“Agreement” or “terms and conditions”).  By accessing or using the Website you agree to follow and be bound by this Agreement.

 

2.       Privacy

Use of the Website is subject our Privacy Policy.  By using the Website you agree to be bound by the terms and conditions contained in our Privacy Policy.

 

3.       Other Site Policies

Your use of the Website and Services may also subject to additional rules, guidelines disclaimers or terms of service, including those listed below.  Should there be a conflict between any other such rule, guidelines, or terms of service and this Agreement, the provisions of this Agreement shall govern.

 

4.       Scope of Service

UpScalability is an advisory and software development firm that helps organizations develop growth strategies to profitably scale brands and ventures. UpScalability’s website provides a variety of online services, software tools and information for both clients and visitors.  Certain services and tools are free; others require visitors to register and become members.  Use of UpScalability’s Services and Tools is governed by a separate services agreement or License Agreement.

 

5.       Fees

By purchasing any services or licenses through the Website, you agree to pay subscription fees or other license fees for the services and tools listed on the Website at the time of purchase.

 

6.       Your Membership Account

By subscribing to and registering at UpScalability, you agree to: (a) provide accurate and current information about yourself as prompted by the Website (the “Registration Information”); and (b) maintain and update the Registration Information to keep it accurate and current.  If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may, in our sole discretion, suspend or terminate your account and decline to permit your continued use of the Website and future access to the Website.

You are responsible for maintaining the confidentiality of your account, profile and password and for restricting access to your computer.  You agree to notify us immediately of any unauthorized use of your account information or any other breach of security.  UpScalability shall not, in any manner, be responsible or liable for fraudulent purchases that are made using your compromised Account Information.

 

7.       Termination or Suspension of Account

UpScalability, in its sole and absolute discretion, may immediately issue a warning, suspend or terminate your access to the Website or any service or tool offered on the Website, for breach of this Agreement (or any other agreement or policy incorporated by reference herein), or if we are unable to verify or authenticate any information you provide to us, or for any other reason in our discretion.

 

8.       Security

UpScalability uses commercially reasonable security measures to protect against the loss, misuse, and alteration of the information under our control, including credit card information that is submitted to UpScalability.

When you place an order or access your account information, the Website uses secure server software (SSL), which encrypts all information you input before it is sent to us. We cannot guarantee that unauthorized third parties will never be able to defeat those security measures.  Although we cannot guarantee that our systems are 100% secure 100% of the time, we periodically update and test our technology in order to improve the protection of customer information.  UpScalability makes no representations or warranties with regard to the sufficiency of these security measures and, UpScalability shall not be responsible for any actual or consequential damages that result from a security breach.

You are solely responsible for keeping your User ID, password and unique links to your on-line services, secure and confidential.  You should not disclose your User ID, password and unique links to your on-line services to any other party.  Once logged on using your User ID and password, whether authorized or unauthorized, you take full responsibility for any transactions entered into once access to the Site is obtained.

If you believe that your User ID, password and/or unique links to your on-line services have been compromised or you become aware of any other breach of security regarding the Site, you must notify UpScalability immediately.

 

9.       Use of UpScalability Services/Tools/Information

If it is determined or suspected by UpScalability in its sole discretion that you are misusing or attempting to misuse or circumvent the UpScalability services or system, or are using or attempting to use them for any inappropriate or non-personal purposes, including but not limited to activities such as hacking, infiltrating, fraud, advertising, jamming or spamming, UpScalability reserves the right, in its sole discretion, to immediately terminate your access without notice and to initiate without notice appropriate legal actions or proceedings to seek appropriate remedies and/or damages, including but not limited to lost revenue, repairs, legal fees, costs and expenses, and to seek injunctions or other equitable remedies.

 

10.    Website Availability

You acknowledge that due to the nature of the Internet, UpScalability cannot guarantee that access to the Site will be uninterrupted or that e–mails or other electronic transmissions will be sent to you, received by UpScalability or communicated to others.

UpScalability periodically schedules system downtime for maintenance and other purposes and the Website may be unavailable due to unplanned system outages. UpScalability shall have no liability whatsoever for the resulting unavailability of the Website or for any loss of data or transactions caused by planned or unplanned system outages or the resultant delay, misdelivery, or nondelivery of information caused by such system outages.

 

11.    Modifications to Website, Services and Content

UpScalability reserves the right to modify in part or in whole, or temporarily or permanently discontinue this Website or any content contained therein for any reason and at any time without notice to you.  UpScalability reserves the right to delete, modify or supplement the Content of this Website at any time for any reason without notification to anyone.  UpScalability is not liable to you or any third party for modifications, suspension or discontinuance of any services or content offered on this Website.  Any amended or modified terms will be effective upon posting.  UpScalability reserves the right to make changes to this Website, including information and pricing, at any time without notice.  Continued use of the Website constitutes acceptance of any modified terms and conditions.

 

12.    Copyrights and Trademarks

All content included on this site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of UpScalability or its content suppliers and protected by international copyright laws.  The compilation of all content on this site is the exclusive property of UpScalability, with copyright authorship for this collection by UpScalability, and protected by international copyright laws.

UpScalability’s and CrewScores’s trademarks and trade dress may not be used in connection with any product or service that is not UpScalability’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits UpScalability. All other trademarks not owned by UpScalability or its subsidiaries that appear on this site are the property of their respective owners.

Except as expressly stated in this Agreement, you shall not download or copy any portion of the Website or otherwise collect or use any product listings, product descriptions, account information or use data mining, robots, or similar data gathering and extraction tools.  This site or any portion of this site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of UpScalability.  You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of UpScalability and our associates without express written consent.  You may not use any meta tags or any other “hidden text” utilizing UpScalability’s name or trademarks without the express written consent of UpScalability. Any unauthorized use automatically terminates without further notice the permission or license granted by UpScalability.  You may not use any UpScalability logo or other proprietary graphic or trademark as part of the link without express written permission.

 

13.    Third Party Content and Links

The Website may contain hyperlinks to websites controlled by parties other than UpScalability.  UpScalability is not responsible for and does not endorse or accept responsibility over the contents, opinions expressed or use of any of these websites. UpScalability makes no representations or warranties with regard to the products, software, services or content of any such third parties.

 

14.    Warranty Disclaimer

The UpScalability Website, and the content contained on the Website are provided on an “AS IS” and “as available” basis.  By using the Website, you expressly agree that use of the Website is at your sole risk.

Neither UpScalability nor its Associates represent or warrant that your use of the UpScalability Website, Services, products, or software will achieve or enable you to achieve any business or financial result or outcome; or that your business will be successful.

The information, products, software and Services made available on this Website may be outdated or include omissions, inaccuracies or other errors.  UpScalability makes no representations, guarantees, or warranties regarding the accuracy, reliability, availability, confidentiality (except as set forth in the Privacy Policy) or completeness of the content of this Website.  Neither UpScalability nor its parent company, affiliates, subsidiaries or designees nor each of their respective officers, directors, employees, agents, third-party content providers, designers, contractors, distributors, merchants, licensors or the like (collectively, “Associates”) warrant that use of the UpScalability Website will be uninterrupted or error-free.  Neither UpScalability nor its Associates warrant the accuracy, integrity or completeness of the content provided on the UpScalability Website or the products or services offered for sale on the UpScalability Website.

UPSCALABILITY, TO THE GREATEST EXTENT PERMISSIBLE BY LAW, DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED.  FURTHER, UPSCALABILITY DOES NOT WARRANT OR REPRESENT THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE IS ERROR-FREE OR THAT THE SITE WILL BE UNINTERRUPTED OR FREE OF DEFECTS, INCLUDING, WITHOUT LIMITATION, COMPUTER VIRUSES, WORMS, BUGS, TIMEBOMBS, OR ANY OTHER SIMILAR PROBLEMS AND/OR DEFECTS.

 

15.    Limitation of Liability

UPSCALABILITY AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND THIRD PARTY AFFILIATES AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM: (A) YOUR USE OF OR INABILITY TO USE THE WEBSITE, INCLUDING BUT NOT LIMITED TO RELIANCE BY YOU ON ANY INFORMATION OBTAINED FROM THE WEBSITE THAT RESULTS IN MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OR CORRUPTION OF FILES, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR SOFTWARE RESULTING FROM ANY DATA, CONTENT OR SERVICES PURCHASED OR OBTAINED THROUGH OR FROM THE WEBSITE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (D) STATEMENTS, WARRANTIES, GUARANTEES OR CONDUCT OF UPSCALABILITY OR ANY THIRD PARTY ON THE WEBSITE, INCLUDING BUT NOT LIMITED TO STATEMENTS ABOUT THE USE OR FUNCTIONALITY OF ANY SERVICES PURCHASED THROUGH THE WEBSITE.

WHILE UPSCALABILITY USES COMMERCIALLY REASONABLE EFFORTS TO SAFEGUARD DATA, UPSCALABILITY DOES NOT WARRANT THAT YOUR DATA AND TRANSACTION DATA WILL BE TRANSPORTED WITHOUT UNAUTHORIZED INTERCEPTION OR MODIFICATION OR THAT DATA WILL NOT BE ACCESSED OR COMPROMISED BY UNAUTHORIZED THIRD PARTIES.  UPSCALABILITY SHALL NOT BE LIABLE FOR ANY IMPROPERLY PROCESSED OR UNAUTHORIZED TRANSACTIONS OR ILLEGAL OR FRAUDULENT ACCESS TO CUSTOMER’S ACCOUNT, END-USER OR TRANSACTION DATA.  THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY IN ANY ACTION, WHETHER IN CONTRACT, TORT OR ANY OTHER CLAIM, EVEN IF AN AUTHORIZED REPRESENTATIVE OF UPSCALABILITY HAS BEEN ADVISED OF OR SHOULD HAVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES.  USER HEREBY ACKNOWLEDGES THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT, SOFTWARE AND SERVICES AVAILABLE THROUGH THE WEBSITE.

YOU HEREBY ACKNOWLEDGE THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT, SOFTWARE AND SERVICES AVAILABLE THROUGH THE WEBSITE.  IN NO EVENT SHALL UPSCALABILITY’S TOTAL CUMULATIVE LIABILITY ASSOCIATED WITH YOUR USE OF THE WEBSITE UNDER THESE TERMS EXCEED THE LESSER AMOUNT OF ANY FEES PAID, IF ANY, TO UPSCALABILITY OR $1.00.  BECAUSE SOME STATES MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES LIABILITY IS LIMITED TO THE LEAST AMOUNT PERMITTED BY LAW.

 

16.    Indemnification

You agree to indemnify, defend and hold UpScalability and its affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including actual attorneys’ fees) resulting from (i) your use, misuse or abuse of the Website; (ii) your use of tools, software or Services provided through the Website; or (iii) your breach of any provision of this Agreement.  You will cooperate as fully as reasonably required in UpScalability’s defense of any claim.  UpScalability reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of UpScalability.

 

17.    Applicable Law/International Issues

Information that is submitted to this Website will be collected, processed, stored, disclosed and disposed of in accordance with applicable U.S. law.  If you are a non-U.S. User, you acknowledge and agree that we may collect and use your Information, as discussed above, outside your resident jurisdiction.  In addition, such Information may be stored on servers located outside your resident jurisdiction.  U.S. law may not provide the degree of protection for Information that is available in other countries.  By providing us with your Information, you acknowledge that you have read this Agreement, understand it, agree to its terms and consent to the transfer of such Information outside your resident jurisdiction.  If you do not consent to the terms of this Policy, please do not use this Website, but if you have already provided us with Information, please contact us and let us know how you would like us to handle such information.

 

18.    Governing Law and Jurisdiction

This Agreement shall be governed and interpreted in accordance with the laws of the United States and the state of Wisconsin.  Any disputes arising out of this Policy shall be adjudicated in a court of competent jurisdiction in the Eastern District of the state of Wisconsin.

 

19.    Governing Language

Any translation of this Policy is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this Privacy Policy shall govern.

 

20.    Notice of Copyright Infringement

If you are a copyright owner who believes your copyrighted material has been reproduced, posted or distributed via the Site in a manner that constitutes copyright infringement, please inform us by sending written notice by registered mail to Reinhart Boerner Van Deuren s.c., Attention Daniel Kattman, 1000 N. Water Street, Milwaukee, WI 53202; or email to service[at]upscalability.com.

All copyright notices must comply with the Digital Millennium Copyright Act (and international intellectual property law, where applicable), and include, among other things, the following information as set forth in the Digital Millennium Copyright Act, 17 U.S.C. § 512 (c)(3)(A):

(a)        A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

(b)       Identification of the copyrighted work you claim is being infringed, or, if you want to cover multiple copyrighted works in a single notice, a representative list of such works.

(c)        Identification of the material that you claim is infringing or is the subject of infringing activity and that you believe should be removed or access to which should be disabled, with information reasonably sufficient to permit us to locate the material.

(d)       Information reasonably sufficient to permit us to contact you, such as an address, telephone number and, if available, an electronic mail address at which you may be contacted.

(e)        A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.

 

21.    General

(a)        Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.

(b)       This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof.

(c)        If any of this Agreement shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.

(d)       You and UpScalability are independent contractors, and no agency, partnership, joint venture, employee–employer, or franchiser–franchisee relationship is intended or created by this Agreement.

 

Updated: May 5th, 2016