Terms Of Use

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. BY REGISTERING OR USING ONE OF THE ONLINE SERVICES OF UNYVERSE, PTE LTD ("Upvise") YOU INDICATE THAT YOU UNDERSTAND AND AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT").

Upvise reserves the right to modify this Agreement at any time, effective upon posting of an updated version of this Agreement on the Upvise website.

Definitions

“Application” means customized, installable software functionality created by you, Upvise or Upvise users through use of the Platform – e.g. the Upvise products.

"Content" means the information, documents, software, products and services made available to you in the course of using the Platform and Upvise Applications.

"Customer Data" means any data, information or material provided or submitted by you in the course of using the Platform and Upvise Applications.

"Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

"Upvise Technology" means all of Upvise's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) and Upvise Applications made available to you by Upvise in accordance with this Agreement.

"Platform" means the Upvise online service and system rendered to you by Upvise, to which you are being granted access under this Agreement, which includes the Upvise Technology and the Content.

Privacy & Security

Upvise's privacy and security policies, which are incorporated herein by reference, may be viewed at http://www.upvise.com/legal/privacy.htm

License Grants & Restrictions

Upvise grants you a non-exclusive, non-transferable, worldwide right to access and use the Platform. All rights not expressly granted to you are reserved by Upvise and its licensors.

You shall not (i) license, sublicense, sell, resell, distribute or otherwise commercially exploit or make the Platform available to any third party in any way; (ii) modify or make derivative works based upon the Platform; or (iii) reverse engineer or access the Platform in order to copy any features, functions or graphics of the Platform.

In the course of using the Platform, you may provide Upvise with feedback, including but not limited to suggestions, observations, errors, problems, or defects regarding the Platform and Upvise Applications (collectively “Feedback”). You hereby transfer and assign to Upvise all of your right, title, and interest in and to all Feedback, including all Intellectual Property Rights therein.

Support

Upvise will provide support to you for the Platform in accordance with Upvise’s standard support policies, which Upvise may change from time to time.

Your Responsibilities

You will be assigned a Upvise Platform instance (“Upvise Webspace”) for your use of the Platform. You are responsible for all activity occurring under your Upvise Webspace. In addition, you are solely responsible for compliance with all applicable local, state, national and foreign laws, treaties and regulations relating to your use of the Platform, as applicable.

You are responsible for obtaining and maintaining any equipment needed to connect to, access or otherwise use the Platform, as applicable. You shall be responsible for ensuring that such Equipment is compatible with the Platform.

As a condition to your use of the Platform as applicable, you agree not to:

Customer Data

Our Services allow you to upload, submit, store, send or receive content. You retain ownership of any intellectual property rights that you hold in that content. In short, what belongs to you stays yours.

When you upload, submit, store, send or receive content to or through our Services, you give Upvise (and those we work with) a worldwide license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes we make so that your content works better with our Services), communicate, publish, publicly perform, publicly display and distribute such content. The rights you grant in this license are for the limited purpose of operating, promoting, and improving our Services, and to develop new ones. Make sure you have the necessary rights to grant us this license for any content that you submit to our Services.

Intellectual Property Ownership

Upvise alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Upvise Technology, the Content, and the Platform and any suggestions, enhancement requests, Feedback, recommendations or other information provided by you or any other party relating to any of the foregoing (the “Upvise Property”). This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Upvise Property. The Upvise name, the Upvise logo, and the product names associated with the Platform are trademarks of Upvise or third parties, and no right or license is granted to use them. Except as otherwise provided in this Agreement, you retain all right, title in and to Customer Data and User Apps.

Subject to Upvise’s ownership of the Platform, you shall own all right, title and interest, including all related Intellectual Property Rights, in and to the User Apps.

Payment

When you register for a paid license, you agree to pay Upvise for the Platform on an annual basis.The first annual payment is due on the date that the Platform in question is ordered, and thereafter on the twelve (12) month anniversary of the first annual payment date. Upvise may, in its sole discretion, terminate your Upvise Webspace if it is past due and remove your Customer Data from the Upvise servers.

Price Changes

Upvise may from time to time change the pricing for the Platform, about which changes Upvise will notify you in writing or by posting a notice to your Upvise Webspace. Email notification is considered a writing for the purposes of this Agreement.

Termination

Any breach of the terms of this Agreement or unauthorized use of the Platform will be deemed a material breach of this Agreement and in the event of such a breach, your rights to use the Platform will automatically terminate without notice. Upvise, in its sole discretion, may immediately terminate your password, Upvise Webspace or use of the Platform if you breach or otherwise fail to comply with this Agreement. You agree and acknowledge that Upvise has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement.

You may terminate this Agreement for convenience upon thirty (30) days prior written notice to Upvise. In the event of a termination for convenience, Upvise has the right to immediately terminate your Upvise Webspace and remove all your Customer Data from its servers and hereby disclaims any and all liability relating to the removal of such data.

Representations & Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement.

Disclaimer of Warranties

We provide our Services using a commercially reasonable level of skill and care and we hope that you will enjoy using them. But there are certain things that we don’t promise about our Services.

Other than as expressly set out in these terms or additional terms, neither Upvise nor its suppliers or distributors make any specific promises about the services. For example, we don't make any commitments about the content within the services, the specific functions of the services, or their reliability, availability, or ability to meet your needs. We provide the services “AS IS”.

Indemnity

You agree to defend, indemnify and hold Upvise and its employees, subsidiaries, agents and representatives harmless from and against any liability arising from or in any way related to (i) Your use of the Platform, or (ii) Customer Data, Feedback or User Apps, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorney's fees, of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed.

Limitation of Liability

Upvise, and Upvise's suppliers and distributors, will not be responsible for lost profits, revenues, or data, financial losses or indirect, special, consequential, exemplary, or punitive damages.

In all cases, Upvise, and its suppliers and distributors, will not be liable for any loss or damage that is not reasonably foreseeable.

Assignment

This Agreement may not be assigned by you, whether by operation of law or otherwise, including without limitation in connection with a merger, acquisition, or sale of assets, by you without the prior written approval of Upvise. Any purported assignment in violation of this section shall be void. Upvise may freely assign the Agreement.

General

This Agreement shall be governed by Singapore law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Platform shall be subject to the exclusive jurisdiction of the state courts located in Singapore. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Upvise as a result of this agreement or use of the Platform. The failure of Upvise to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Upvise in writing. This Agreement comprises the entire agreement between you and Upvise with respect to your use of the Platform and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

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