Terms and Conditions

To the extent any language in your contract with Upright Labs conflicts with the language in our Privacy Policy and/or this Terms of Use, the language in the underlying contract controls.

To access and use our Site, your company’s Upright Labs administrator must register you for an Upright Labs account.

Any breach or violation of any term(s) in the Terms of Use, as determined in the sole discretion of Upright Labs, will result in an immediate termination of your Account.

1. RESTRICTIONS AND RESPONSIBILITIES

Customer has the right to use the Service starting on the first date Customer uses the Site or application until terminated in accordance with Section 5 of this Terms of Use. Customer represents, covenants, and warrants that Customer will use the Service only in compliance with all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Service.

You are responsible for all content, including photos, videos, and written content, transmitted, generated, collected or uploaded in connection with your Account. We may, but have no obligation to, remove Materials and suspend or terminate Accounts if we determine in our sole discretion that the goods or services offered via our Site or Services, violate these Terms of Use or the Privacy Policy. Upright Labs does not pre-screen information transmitted through our Site and it is in our sole discretion to remove or refuse any Content from the Site. Verbal or written abuse of any kind (including threats of abuse or retribution) of any Upright Labs customer, employee, or officer will result in immediate Account termination.

Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Service, including, without limitation, modems, hardware, servers, Service, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

2. CONFIDENTIALITY; PROPRIETARY RIGHTS

Customer shall own all right, title and interest in and to any information or other data provided to Company by Customer (the "Customer Data"). Company shall own and retain all rights, title and interest in and to (a) the Service, all improvements, enhancements or modifications thereto, (b) any service, applications, data, derivative work, listings, inventions or other technology developed in connection with implementation of the Service or support, and (c) all intellectual property rights related to any of the foregoing.

Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Service and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Service and for other development, diagnostic and corrective purposes in connection with the Service and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business, subject to all applicable laws related to such Customer Data.

The Service under this contract can be only used by employees of Customer. Customer may not share the Service, terms of their agreement, and/or login details with any other entities. This agreement requires Customer to not disclose Service pricing, functionality, or operational know-how to other organizations or without the written permission of Company. The Customer acknowledges that any actual or threatened violation of this Section 2 may cause irreparable, non-monetary injury to the Company, the extent of which may be difficult to ascertain, and therefore agrees that the Company shall be entitled to seek injunctive relief in addition to all other remedies available at law.

3. SECURING YOUR INFORMATION

We have implemented certain physical, technical, and administrative measures to help prevent unauthorized access, use and disclosure of your information, but we cannot promise that these measures will work. You are responsible for maintaining the secrecy of any credentials that can be used to access any account or service with Upright Labs, and you should report suspected unauthorized activity to us. It is your responsibility to keep your password secure. You are responsible for activity conducted with your credentials. Upright Labs will not be liable for any loss or damage resulting from your failure to maintain the security of your account and password.

4. FEES

Customer will pay Company the then applicable fees described in the Order Form through an invoice or an automatic charge, in which case, full payment for invoices issued in any given month must be received by Company thirty days (30) days after the receipt of the invoice by Customer. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with use by Customer of the Service other than U.S. taxes based on Company’s net income.

5. TERMINATION

Either party may terminate their use of the Site or Services upon written notice no less than 30 (thirty) days before the end date of Customer contract with Company. Customer will pay in full for the Service up to and including the last day on which the Service is provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, representations, warranties and indemnification, warranty disclaimers, and limitations of liability.

6. WARRANTY AND DISCLAIMER

Service may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.

Company warrants, represents, and covenants to Customer that: (i) Company has the right to furnish to Customer the Service and other materials covered hereunder free of all liens, claims, encumbrances and other restrictions; and (ii) the Service does not infringe the intellectual property and/or proprietary rights of any third party. The Customer’s rights and remedies at law do not exceed the fees paid by Customer to Company for the Service provided under this Agreement in the 12 Months prior to the Act that gave rise to the liability. The total amount paid by Customer to Company in the 12 months prior to the Act will be the maximum value of Customer’s rights and remedies at law. Company will indemnify, defend and hold harmless Customer against any claims related to a breach of the representations, warranties or covenants of Company.

7. LIMITATION OF LIABILITY

Notwithstanding Anything To The Contrary, Except For Bodily Injury Of A Person, Company And Its Suppliers (Including But Not Limited To All Equipment And Technology Suppliers), Officers, Affiliates, Representatives, Contractors And Employees Shall Not Be Responsible Or Liable With Respect To Any Subject Matter Of This Terms of Use, The Privacy Policy Or The Underlying Agreement Related Thereto Under Any Contract, Negligence, Strict Liability Or Other Theory: (A) for Error Or Interruption Of Use Or For Loss Or Inaccuracy Or Corruption Of Data Or Cost Of Procurement Of Substitute Goods, Services Or Technology Or Loss Of Business; (B) for Any Indirect, Exemplary, Incidental, Special Or Consequential Damages; (C) for Any Matter Beyond Company’s Reasonable Control; Or (D) For Any Amounts That, Together With Amounts Associated With All Other Claims, Exceed The Fees Paid By Customer To Company For The Service Under This Agreement In The 12 Months Prior To The Act That Gave Rise To The Liability, In Each Case, Whether Or Not Company Has Been Advised Of The Possibility Of Such Damages.

8. COMPLETE AGREEMENT AND SEVERABILITY

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.

No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other party in any respect whatsoever. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of New York without regard to its conflict of laws provisions.

9. ACCEPTANCE

These Terms of Use and our current Privacy Policy, both available here, and any contracts in place between Upright Labs and you, govern your use of the Services. By accessing or using the Site and our services, you accept the Terms of Use and Privacy Policy without modification. If you do not agree with the Terms of Use or Privacy Policy, do not use our Site.

10. MODIFICATIONS

These Terms of Use may be amended or modified by us at any time without notice so it is important to check for updates regularly.