Terms of Use

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SERVICES OR OTHERWISE ACCESSING OUR WEBSITE. BY USING OR ACCESSING OUR WEBSITE OR THE SERVICES, WHETHER BY CLICKING A BUTTON ON OUR WEBSITE OR OTHERWISE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE.

Last Update: 30 March 2023

AGREEMENT TO TERMS

These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and UpSchema.com (“Company”, “we”, “us”, or “our”), concerning your access to and use of the UpSchema.com website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). You agree that by accessing the Site, you have read, understood, and agreed to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted.

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.

USER REPRESENTATIONS

By using our services, you agree not to use the Site to:

  1. Post or transmit any User Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
  2. Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
  3. Forge headers or otherwise manipulate identifiers in order to disguise the origin of any User Content transmitted through the Site;
  4. Post or transmit any unsolicited advertising, promotional materials, or any other forms of solicitation;
  5. Intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange, or the NASDAQ, and any regulations having the force of law;
  6. Stalk or otherwise harass another user of the Site;
  7. Collect or store personal data about other users without their express permission; or
  8. Use the Site for any illegal or unauthorized purpose.

TERMINATION AND ACCESS RESTRICTION

We reserve the right, in our sole discretion, to terminate or suspend your access to all or any part of the Site at any time, with or without notice, effective immediately, including but not limited to your violation of these Terms of Use or any applicable law or regulation. Upon termination or suspension, your right to use the Site will immediately cease, and we reserve the right to remove or delete any information that you may have on file with us, including any account or login information.

GOVERNING LAW

These Terms of Use and your use of the Site will be governed by and construed in accordance with the laws of the State of California, without giving effect to any choice of law or conflict of law provisions that would cause the application of the laws of any other jurisdiction.

DISPUTE RESOLUTION

If any dispute arises relating to these Terms of Use, your use of the Site, or the Service, you and Uptools agree to first attempt to negotiate the dispute in good faith, including through mediation or another alternative dispute resolution procedure, before resorting to arbitration or any other legal action. Any arbitration will be conducted under the rules of the American Arbitration Association and will take place in Los Angeles, California. The arbitration award will be binding and may be entered as a judgment in any court of competent jurisdiction.

CLASS ACTION WAIVER

You and Uptools agree that any proceedings to resolve or litigate any dispute arising hereunder will be conducted solely on an individual basis, and that neither party will seek to have any dispute heard as a class action, a representative action, a collective action, a private attorney-general action, or in any proceeding in which you or Uptools acts or proposes to act in a representative capacity. You and Uptools further agree that no proceeding will be joined, consolidated, or combined with another proceeding without the prior written consent of all parties to any such proceeding.

MISCELLANEOUS

These Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Service constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Site. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.