Terms of Service

Definitions

These Terms of Service (“Terms”) are mutually agreed to between Upkeepr Corp, a Delaware corporation (“Upkeepr”) and the person or entity that has agreed to use certain Upkeepr products and services (“you” or “User”). This agreement (“Agreement”) governs your use of one or more Upkeepr services (collectively, the “Upkeepr Service”).

By using the Upkeepr Service, you agree, effective as of the time of your registration on behalf of yourself and, if applicable, your organization, to be bound by this Agreement.

You are only authorized to use the Upkeepr Service if you agree to abide by all applicable laws and this Agreement. Please read this Agreement carefully and save it. If you do not agree with it, you should not use the Upkeepr Service.

1. Access to Service.

Subject to the terms and conditions of this Agreement, Upkeepr will provide User with access to the Upkeepr Service during the term of this Agreement. User may use the Upkeepr Service solely in accordance with this Agreement.

2. Feedback.

User may provide feedback to Upkeepr concerning the functionality and performance of the Upkeepr Service from time to time as reasonably requested by Upkeepr, including, without limitation, identifying potential errors and improvements (“Feedback”). Upkeepr will have the rights to use all such Feedback related to the Upkeepr Service, including but not limited to the right to improve or enhance its products and services. User hereby assigns and agrees to assign to Upkeepr all of its right, title, and interest in and to any such Feedback provided to Upkeepr. To the extent that the foregoing assignment is ineffective for whatever reason, User hereby grants and agrees to grant to Upkeepr a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sublicense, distribute, modify and otherwise exploit such Feedback without restriction.

3. Ownership.

User retains ownership of the Data (defined below); User grants and agrees to grant to Upkeepr a perpetual, non-exclusive, transferable license to use such Data (a) in order to provide the Upkeepr Service to User; (b) for statistical use, or on an aggregate or anonymized basis for any purpose (provided that in each such case, the Data is not personally identifiable or identifiable with User); and (c) as necessary to monitor and improve the Upkeepr Service. “Data” means the data that is provided to Upkeepr by User through the Upkeepr Service. All right, title and interest in and to the Upkeepr Service and all related intellectual property and technology, including any improvements, modifications, and enhancements made thereto, is owned by and shall remain with Upkeepr and its licensors. Except for those rights expressly granted herein, no other rights are granted, either express or implied, to User hereby.

4. Term and Termination.

This Agreement shall take effect at the time of registration for the service and shall remain in effect until it is terminated. This Agreement shall terminate upon the earliest to occur of (a) execution of a terms of service or other agreement for a future version of the Upkeepr Service, or (b) termination by either party effective immediately upon written notice to the other. User agrees that Upkeepr, in its sole discretion, may terminate User’s use of the Upkeepr Service, and remove and discard any Data within the Upkeepr Service, for any reason, including, without limitation, for lack of use or if Upkeepr believes that User has violated or acted inconsistently with the letter or spirit of this Agreement. Upkeepr may also in its sole discretion and at any time modify or discontinue providing the Upkeepr Service, or any part thereof, with or without notice. Any modification or termination of User’s access to the Upkeepr Service may be effected without prior notice, and User acknowledges and agrees that Upkeepr may immediately deactivate or delete the Data and User’s access to the Upkeepr Service. Upon termination, all rights and obligations of the parties shall cease except that Sections 2-3 and 6-8 shall survive termination.

5. Usage Guidelines and Restrictions.

User may not rent, lease, lend, sell, redistribute, reproduce or sublicense the Upkeepr Service. User may not copy, decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Upkeepr Service, or any part thereof. If for some reason these restrictions are prohibited by applicable law or by an agreement Upkeepr has with one of its licensors, then the activities are permitted only to the extent necessary to comply with such law or license(s). User shall not exploit the Upkeepr Service in any unauthorized way whatsoever, including, but not limited to, by trespass or burdening network capacity. User may not use the Upkeepr Service in violation of any applicable law.

6. Disclaimer of Warranty.

THE UPKEEPR SERVICE IS PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. DATA MAY BE DAMAGED OR LOST IN CONNECTION WITH USE OF THE UPKEEPR SERVICE. UPKEEPR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THOSE OF MERCHANTABILITY, NON-INFRINGEMENT, NON-INTERFERENCE, ACCURACY OF DATA, AND FITNESS FOR A PARTICULAR PURPOSE.

7. Limitation of Liability.

THE TOTAL LIABILITY OF UPKEEPR ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED $50. IN NO EVENT SHALL UPKEEPR HAVE LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR USE), EVEN IF THE UPKEEPR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

8. Miscellaneous.

This Agreement shall be governed by the laws of Texas without reference to conflict of laws principles. User shall not assign this Agreement, directly or indirectly, by operation of law or otherwise, without the prior written consent of Upkeepr. User shall comply in all respects with all U.S. and foreign export and re-export laws and regulations applicable to the technology and documentation provided hereunder. This is the entire agreement between the parties relating to the subject matter hereof. No waiver or modification of this Agreement shall be valid unless in writing signed by each party. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law the remaining provisions of this Agreement shall remain in full force and effect.