UPJOY is a product of SELFECHO, INC.
(EFFECTIVE AS OF September 1, 2014)
PLEASE READ CAREFULLY
In order to use the UpJoy Service, you must be a resident of a country in which UpJoy is legally authorized to operate the UpJoy Services and be at least 13 years of age. You represent that (i) you are at least 13 years old, (ii) you have read, understood, and agree to be bound by this Agreement. If you are not at least 13 years old, or you do not agree to all the terms and conditions of this Agreement, please do not check the acceptance box and do not attempt to access or use the UpJoy Service.
Notwithstanding any descriptions or representations on the UpJoy Service, not all the features of the UpJoy Service may be available in your country. You are also responsible for providing the Internet service, cable modem, mobile cellular service and any other hardware and software necessary to use the UpJoy Service.
You agree that UpJoy may use your email address to send you service-related notices, including notices required by law, in lieu of postal mail. You may not opt out of service-related e-mails. We may also use your email address to send you informational emails and mobile text messages about UpJoy and special offers. You may opt out of informational email by clicking unsubscribe at the bottom of any email or by sending an email to Customer Support.
You have responsibility for maintaining the confidentiality and security of your account. You agree that you will not allow others to use or access your account. You agree to notify us immediately of any unauthorized use of your password and/or account. UpJoy will not be responsible for any losses arising out of the unauthorized use of your Registration Data or account.
UpJoy uses Secure Sockets Layer (SSL) encryption when collecting or transferring sensitive data such as credit card information. SSL encryption is designed to make the information unreadable by anyone but us. Credit card numbers are used only for processing payments and are not used for other purposes.
UpJoy may also use technology to protect the UpJoy Service from unauthorized or excessive use. Your use of the UpJoy Service may be limited by such technology. Additionally, UpJoy reserves the right to institute additional charges for use of the UpJoy Service in excess of a certain amount, in UpJoy’s sole discretion. In such cases, UpJoy will notify you of the fees involved and you will not be charged without your consent.
IF YOU ATTEMPT TO VIOLATE OR CIRCUMVENT ANY SYSTEM OR NETWORK SECURITY COMPONENTS OR TECHNOLOGY OF THE UPJOY SERVICE, YOU MAY BE SUBJECT TO CIVIL OR CRIMINAL LIABILITY.
Subject to the terms and conditions of this Agreement, and your payment of any required fees, UpJoy grants to you a limited, non-exclusive, non-transferable license to access and use the UpJoy Services in legally authorized jurisdictions for personal non-commercial purposes only, except as expressly permitted in Section 10 below. UpJoy reserves all right, title and interest not expressly granted under this license to the fullest extent possible under applicable laws.
ANY USE OF THE UPJOY SERVICES NOT SPECIFICALLY PERMITTED UNDER THIS AGREEMENT IS STRICTLY PROHIBITED.
You agree that you will not:
Use of UpJoy for your business requires subscription to the paid service, UpJoy Prime. You may only use the UpJoy Service in the United States for business use if you have met all of the following conditions:
Your right to use the UpJoy for business service may be terminated by either SelfEcho or UpJoy if you fail to comply with any applicable UpJoy Prime Terms or this Agreement. In the event of a conflict between this Agreement and the UpJoy Prime Terms, the UpJoy Prime Terms shall control solely with respect to the use of the UpJoy Service for business. ANY BUSINESS USE OF THE UPJOY SERVICES NOT SPECIFICALLY PERMITTED IN THIS SECTION IS STRICTLY PROHIBITED AND MAY RESULT IN IMMEDIATE TERMINATION OF YOUR RIGHT TO USE THE UPJOY SERVICES.
From time to time, UpJoy may make changes or updates to the UpJoy Service, either at no cost or subject to additional fees, in UpJoy's sole discretion. Such changes or updates may include additional functionality or conversely, new limitations on your use of the UpJoy Service. In certain circumstances, such as in the case of a security problem, UpJoy may require you to install an update in order to continue using the UpJoy Service. Notwithstanding anything else contained in this Agreement, UpJoy will have no obligation to continue making the UpJoy Service available or producing or releasing new versions of the UpJoy Service or any updates thereto, or to continue making any portion of the UpJoy Service free of charge. UpJoy may also terminate your use of and access to the UpJoy Service at any time, with or without notice to you.
As between you and UpJoy, you acknowledge that UpJoy retains all rights, title and interest in and to all copyrights, trademarks, trade secrets, patents and any other proprietary rights in the UpJoy Service, the software and APIs comprising the UpJoy Service, and all content therein. UpJoy, and its design logo, as well as certain other UpJoy trademarks, service marks, graphics, and logos, are the registered trademarks or trademarks of UpJoy. The UpJoy Service contains third-party trademarks, service marks, graphics, and logos. You are not granted any right or license with respect to UpJoy Trademarks or the trademarks of any third party.
The UpJoy Service is owned or licensed by SelfEcho, Inc and is protected by the copyright laws of the United States and other countries in which the UpJoy Service is made available. You cannot sublicense, assign, or transfer the license granted to you under this Agreement. Any attempt to sublicense, assign, or transfer any of the rights, duties, or obligations in violation of the provisions of this Agreement is void.
If you elect to access any paid component of the UpJoy Service, such as becoming a subscriber of the UpJoy Prime Service, you agree to pay all fees and charges associated with your subscription on a timely basis. All such fees and charges (including any taxes and late fees, as applicable) will be charged on your credit card or business account. You agree to maintain valid credit card information in your account information.
You will indemnify and hold UpJoy and SelfEcho, Inc, and the directors, officers, employees, agents and licensors of both, harmless with respect to any suits or claims arising out of (i) your breach of this Agreement, including but not limited to, any infringement by you of the intellectual property of any third party; or (ii) any third party claims arising out of your use or misuse of the UpJoy Services.
Applicability. For any Dispute (excluding claims for injunctive or other equitable relief or any claim or dispute related to the enforcement or validity or either party’s intellectual property rights) where the total amount of the award sought is less than $10,000, the parties shall resolve the Dispute in a cost effective manner through binding non-appearance-based arbitration. The parties shall initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (i) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions; (ii) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (iii) any judgment on the award rendered by the arbitrator may be entered and enforced in any court of competent jurisdiction; and (iv) the decision of the arbitrator will be final except for a limited right of appeal under the Federal Arbitration Act. Any Dispute resolution proceedings, whether in arbitration or court, will be conducted only on an individual basis and not in a class or representative action or as a named or unnamed member in a class, consolidated, representative or private attorney general legal action.
Notice. In the event of a Dispute, you or UpJoy must give the other a Notice of Dispute, which is a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the Dispute, and the relief requested. You must send any Notice of Dispute by U.S. Mail or overnight courier to SelfEcho, Inc., Attn: UpJoy General Counsel, 27 West Anapamu St., Ste 350, Santa Barbara, CA 93101.
UpJoy will send any Notice of Dispute to you by U.S. Mail or overnight courier to your address if we have it, or otherwise to your email address. The parties will attempt to resolve any Dispute through informal negotiation within sixty (60) days from the date the Notice of Dispute is sent. After sixty (60) days, either you or UpJoy may commence arbitration.
Class Action Waiver. Neither you nor UpJoy will seek to have any Dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.
Severability. If the class action waiver set forth herein, or any other provision of this Section 17, is found to be illegal or unenforceable as to all or some aspects of a dispute, then that section will not apply to those aspects. Instead, those aspects will be severed and proceed in a court of law, with the remaining aspects proceeding in arbitration, and the remainder of this Section 17 will remain in full force and effect.
This Agreement will be governed by the laws of the State of California, without regard to conflicts of laws provisions thereof. Except as set forth herein, or expressly prohibited by applicable law, the exclusive jurisdiction for any claim, action or dispute with UpJoy or relating in any way to your use of the UpJoy Services will be in the state and federal courts of the State of California and the venue for the adjudication or disposition of any such claim, action or dispute will be in the County of Santa Barbara, California.
This Agreement will remain effective until terminated by either party, provided that Sections 13, and 15 through and including 22 will survive any expiration or termination and continue in effect.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND WILL BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT THIS AGREEMENT REPRESENTS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.