Effective Date: 03/23/2025
UP, Inc. – California Consumer Privacy Act Policy
PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE DOWNLOADING, INSTALLING, ACCESSING OR USING THIS SOFTWARE APPLICATION, INCLUDING ANY UPDATES AND NEW VERSIONS PROVIDED TO YOU (THE “APP”) OR SUBMITTING ANY INFORMATION VIA THIS APP TO COMPANY, INC OR ITS AFFILIATES (“COMPANY”). BY DOWNLOADING, INSTALLING, ACCESSING OR USING THIS APPLICATION OR SUBMITTING ANY INFORMATION VIA THIS APP OR OTHERWISE INDICATING YOUR ACCEPTANCE OF THESE TERMS OF USE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE AND IF YOUR ACCESS OR USE OF THIS APP IS ON BEHALF OF YOUR COMPANY, YOUR COMPANY AGREES TO BE BOUND BY THESE TERMS OF USE AND YOU HEREBY REPRESENT THAT YOU ARE AUTHORIZED BY YOUR COMPANY TO SO BIND YOUR COMPANY. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MAY NOT DOWNLOAD, INSTALL, ACCESS, USE OR SUBMIT ANY INFORMATION VIA THIS APP.
The term “you” as used herein shall refer to you and, if applicable, your Company. The term “use” as used herein shall include the download, access to and/or use of any portion of the App.
1. General. These Terms of Use (the “Agreement”) is between UP, Inc. (“COMPANY”) and you. All right, title and interest in and to the App shall remain with COMPANY and its licensors. This Agreement does not constitute a sale of the App, but only conveys to you a limited right to use the App in accordance with the terms of this Agreement. COMPANY reserves the right, at any time, to change or discontinue, in whole or in part, the App, including, without limitation, the content and equipment needed to access or use the App. COMPANY has the right to terminate and/or suspend your ability to access the App or any portion thereof, for any or no reason, without notice.
2. License/Restrictions on Use. Provided you comply with this Agreement, COMPANY hereby grants you a limited, revocable, nonexclusive, non-sublicensable, nontransferable license to use the App in object code (electronic) form only. Your use shall be for lawful purposes only. You shall not post or transmit, through the App, any material that violates or infringes upon the rights of others, including third party intellectual property rights, that is unlawful, threatening, abusive, defamatory, invasive of privacy rights, vulgar, obscene, profane or otherwise objectionable or otherwise in violation of any law or regulation. The App contains proprietary information and the rights to the content of the App are owned by COMPANY and its licensors. While you may access, view, use and display the App, you may not modify, reproduce, publish, transmit, publicly display, create derivative works or in any way exploit, any of the content of the App, in whole or part. In addition, you shall not (i) remove or modify from the App or related materials any markings or any notice of COMPANY or its licensors' proprietary rights; (ii) make the App available in any manner to any third party for use in the third party's business operations, unless you received written permission from COMPANY; or (iii) cause or permit reverse engineering (unless required by law for interoperability), disassembly or decompilation of the App. All rights in the App not expressly granted in this Agreement are reserved or retained by COMPANY.
3. Termination/Suspension/Modifications. COMPANY reserves the right to refuse service, terminate accounts and take appropriate legal action, at its sole discretion, if COMPANY believes that your conduct breaches this Agreement, violates applicable law or is harmful to the interests of COMPANY. Furthermore, at any time and for any reason without notice or liability, COMPANY may suspend or terminate the operation of the App or modify any aspect of the App and this Agreement.
4. Collection and Use of Personal Information, Data and Location. By registering or entering into the App your personal information, such as first name, last name, phone number, or email address, and/or allowing the App to provide COMPANY the locations of your device, you agree that COMPANY and its designees may use that information and location(s) for COMPANY’s lawful business purposes. By registering or entering into the App your personal information, you represent and warrant that all such information is current, complete and accurate. If the registration process requires you to create and use log-in credentials, you agree that COMPANY may rely on the subsequent use of your log-in credentials to provide access to your account and the information you have provided. You are responsible for all use of your account, regardless of whether you authorized such access or use, and for ensuring that all use of your account complies with this Agreement. COMPANY’s collection, use and sharing of any personal information shall be treated in accordance with the Privacy Policy found at httpsXXXX. By using any part of the App, you agree to the terms of such Privacy Policy, which may change without notice to you.
5. Devices. You shall be responsible for obtaining and maintaining all devices required for access or and use of the App and all charges related thereto. COMPANY will not be responsible for the performance or maintenance of the devices’ operating systems that you employ and will not be liable for any damages to your devices, whether caused by bugs, viruses, spyware and other malware, on account of your downloading of, access to, or use of the App.
6. External Services. The App may enable access to third-party services and websites (collectively and individually, "External Services"). You agree to use the External Services at your sole risk. COMPANY is not responsible for examining or evaluating the content or accuracy of any third-party External Services, and shall not be liable for any such third-party External Services. Data displayed by any App or External Service, including but not limited to financial, medical and location information, is for general informational purposes only and is not guaranteed by COMPANY or its agents. You will not use the External Services in any manner that is inconsistent with the terms of this Agreement or that infringes the intellectual property rights of COMPANY or any third party. You agree not to use the External Services to harass, abuse, stalk, threaten or defame any person or entity, and that COMPANY is not responsible for any such use. External Services may not be available in all languages or in your home country, and may not be appropriate or available for use in any particular location. To the extent you choose to use such External Services, you are solely responsible for compliance with any applicable laws. COMPANY reserves the right to change, suspend, remove, disable or impose access restrictions or limits on any External Services at any time without notice or liability to you.
7. Disclaimer of Warranties. THE APP LICENSED HEREIN IS LICENSED “AS IS” AND NEITHER COMPANY NOR ITS REPRESENTATIVES OR LICENSORS MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE APP, ITS USE, OR THE RESULTS OF SUCH USE. ALL WARRANTIES AND CONDITIONS OF ANY KIND, PAST OR PRESENT, WHETHER STATUTORY, COMMON-LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS (INCLUDING THIRD PARTY INTELLECTUAL PROPERTY RIGHTS), MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.
Without limiting the foregoing, COMPANY does not warrant or represent that the operation of the App will be uninterrupted or error-free, or that any defect within the App will be corrected. Furthermore, COMPANY does not warrant or make any representation regarding the results of your use of the App in terms of capability, correctness, accuracy, reliability or otherwise, or that the App will meet your requirements, or that the App is secure. No presentation, specimen, oral or written information or advice given by COMPANY or any representative of COMPANY shall create a warranty.
ANY LIABILITY OF COMPANY OR ITS AFFILIATES FOR DEFECTS IN THE APP WILL BE LIMITED EXCLUSIVELY TO REPLACEMENT OF YOUR COPY OF THE APP WITH ANOTHER COPY OF THE APP, IF AVAILABLE.
8. Limitation of Liability/Release. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY, ITS AFFILIATES OR LICENSORS (THE “COMPANY PARTIES”) BE LIABLE, WHETHER IN CONTRACT OR IN TORT, FOR ANY LOSSES, INJURIES OR DAMAGES OF ANY KIND, TO ANY PERSON OR ENTITY (INCLUDING WITHOUT LIMITATION, ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, MULTIPLE, EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES WHATSOEVER) ARISING OUT OF OR RELATING TO ANY USE, INABILITY TO USE, CONDITION, PERFORMANCE, DEFECT OR FAILURE IN, OR IMPROPER USE OF, THE APP OR THE RESULTS OF THE APP (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFIT, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY LOSS, OR DAMAGES FOR LOST OR CORRUPTED DATA), EVEN IF THE COMPANY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
You hereby release and waive all claims against the COMPANY Parties, and the directors, officers, employees, agents and representatives of each of the foregoing, from any and all claims, damages, liabilities, costs and expenses arising out of your use of the App.
9. Using the App. Do not use the App while driving, operating heavy machinery, walking, or performing other tasks that require attention and concentration. You understand and agree that You are solely responsible for Your use of the App.
10. Choice of Law and Jurisdiction. This Agreement and Your use of the Application shall be governed by the laws of the State of Delaware, without regard to conflict of laws principles. All disputes under this Agreement shall be brought in the courts located in the State of Kansas. Specifically excluded from application to this Agreement is that law known as the United Nations Convention on the International Sale of Goods.
11. Export. You acknowledge that the App may be subject to United States Export Control. The United States Export control laws prohibit the export of certain technical data and software to certain jurisdictions. COMPANY does not authorize the downloading or exportation of the App to any jurisdiction prohibited by the United States Export laws or any other applicable laws.
12. Entire Agreement. This Agreement represents the entire agreement between You and COMPANY with respect to its subject matter and supersedes all previous written or oral agreements between the parties with respect to such subject matter.
13 Changes to this Agreement. COMPANY reserves the right, in its sole discretion, to change or modify this Agreement at any time. Your continued use of the App constitutes your agreement to be bound by any changes or modifications to this Agreement. Please review this Agreement periodically for changes.
