The following terms and conditions, including the binding arbitration provision, govern all use of the Upright website and all content, services, and products available at or through the website (collectively, our “Services”). The Upright website is operated by Upright Media, Inc. (collectively, “Upright”, “we”, or “us”).
Please read this Agreement carefully. By accessing or using any part of our services, you agree to become bound by the terms and conditions of this Agreement. If you do not agree to all the terms and conditions of this Agreement, then you may not access or use any of our Services. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates, and the terms “you” or “your” shall also refer to such entity and its affiliates, as applicable.
Use of our Services requires registering for an account; you agree to provide us with complete and accurate information when you do so. You will be solely responsible and liable for any activity that occurs in your account. You are responsible for keeping your password secure, and must immediately notify us of any unauthorized use of your account or any other breach of security. We will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.
Our Services are not directed at children younger than 13; you represent that you are 13 years of age or older. If you are under 13 years old, please do not register for an account.
You can add material to the library in your Upright account (collectively, “Content”), such as by uploading images or audio, or by importing a video to create a new project. If you do so, we will make a copy of that Content and analyze it automatically to provide product features such as editing suggestions.
By adding or uploading Content, you grant Upright a worldwide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing, and publishing it as part of our Services.
We have not reviewed, and cannot review, all of the Content available on our Services, and cannot therefore be responsible for it, its use, or its effects. By operating our Services, Upright does not represent or imply that it endorses any Content, or that it believes it to be accurate, useful, or non-harmful. By linking to another website via our Services, Upright does not represent or imply any endorsement of that website.
You are entirely responsible for all Content in your account, including any harm resulting from that Content or your conduct, and you represent and warrant that your Content and conduct do not violate this Agreement. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content.
Our Services may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. Our Services may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. Upright disclaims any responsibility for any harm resulting from the use by visitors of our Services, or from any downloading by those visitors of content there posted.
When using our Services, you agree not to:
Upright offers different levels of service, some of which involve a monthly subscription fee (a “Paid Account”). By signing up for a Paid Account, you agree to pay us the applicable subscription fees. Unless you notify us before the end of your subscription period that you wish to change your service level, your subscription will renew automatically. If we change pricing for your service level, we will notify you before your subscription is set to renew. You authorize us to charge any then-applicable fees to your credit card or other payment method we have on file for you. Refunds will only be offered in our sole discretion; payment failures will result in the cancellation of your Paid Account.
We are constantly updating our Services, and that means sometimes we have to change the legal terms under which our Services are offered. If we make changes that are material, we will let you know by posting on our blog, or by sending you an email or other communication before the changes take effect. If you disagree with our changes, then you should stop using our Services within the designated notice period. Your continued use of our Services will be subject to the new terms.
Upright may terminate your access to all or any part of our Services at any time, with or without cause, with or without notice, effective immediately and with no refund of any amounts previously paid. If you wish to terminate this Agreement or your use of our Services, you may delete your Upright account. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, indemnity, warranty disclaimers, limitations of liability, and the arbitration provision.
Our Services are provided “as is”. Upright and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Upright nor its suppliers and licensors, makes any warranty that our Services will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, our Services at your own discretion and risk.
In no event will Upright, or its suppliers or licensors, be liable with respect to any subject matter of this Agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to Upright under this agreement during the twelve month period prior to the cause of action. Upright shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
You represent and warrant that (i) your use of our Services will be in strict accordance with this Agreement, and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) your use of our Services will not infringe or misappropriate the intellectual property rights of any third party.
You agree to indemnify and hold harmless Upright, its contractors, and its licensors, and their respective directors, officers, employees, and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of our Services, including but not limited to your violation of this Agreement.
In the event of a dispute between you and Upright, you agree to first contact our support team, describing the nature of your dispute and the relief you would like from Upright, so that we can try to resolve it informally. If you reside in the United States, any and all disputes or claims between you and us that cannot be resolved in this manner shall be resolved exclusively through final and binding arbitration, rather than in court. The arbitration shall be conducted under the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc., and the tribunal will consist of one arbitrator appointed in accordance with such Rules. The arbitration shall be held by telephone or at a mutually agreed location, in the English language.
The arbitration clause above will not apply to claims for injunctive or equitable relief, claims regarding intellectual property rights, or claims that may be heard in your local small claims court. You may only bring claims on your own behalf. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees.
This Agreement constitutes the entire agreement between us and you concerning the subject matter hereof. Except to the extent applicable law, if any, provides otherwise, this Agreement and all use of our Services will be governed by the laws of the state of California, U.S.A., excluding its conflict of law provisions.
If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.
You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; Upright may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.