UPPmarket Intake Portal

Contact Register

TERMS OF USE

The UPPmarket, Inc. Intake Portal and ‘Reseller and Channel Management Portal’ are comprised of various web pages operated by UPPmarket, Inc. (“UPPmarket.com” or “UPPmarket”).

ACCEPTANCE OF TERMS

Use of this Website and/or any instance of the UPPmarket Reseller and Channel Management Portal is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the UPPmarket Intake Portal (“Website”) constitutes your agreement to all such terms, conditions, and notices.

MODIFICATION OF THESE TERMS OF USE

UPPmarket, Inc. reserves the right to change the terms, conditions, and notices under which this Website is offered, including but not limited to modifications and improvements to the website and services, additional offerings, and the charges associated with the use of the Website.

USERS OF UPPMARKET PORTALS

Users of the Intake Portal and/or the ‘Reseller and Channel Management Portal’ are our customer’s (“Customer” , “Client” , “Clients”) administrators (“Admin” or “Admins”), as well as other Client users such as sales, marketing, advertising, and legal employees or contracted partners (“Other Users”), as well as the Client’s resellers, dealers, distributors (collectively “Resellers”). These Terms of Use apply to all such Admins, Users, and Resellers who agree to use the website for their lawful business purposes.

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of this Website, you warrant to UPPmarket, Inc..com that you will not use the Website for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Website in any manner which could damage, disable, overburden, or impair the Website or interfere with any other party's use and enjoyment of the Website. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Website.

The Client agrees to indemnify and hold the Website, including the Website’s employees, officers, director, agents, subsidiaries and affiliates, harmless from and against any damage, claim, losses, fee, assessment, interest charge or penalty incurred by or charged to Client as a result of any claim, cause of action or assessment by any person, entity or government agency.

LINKS TO THIRD PARTY SITES

The Website may contain links to other Web Sites ("Linked Sites"). The Linked Sites are not under the control of UPPmarket, Inc..com. UPPmarket.com is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. This Website is not responsible for webcasting, directions, suggestions or any other form of transmission received from any Linked Site. This Website may provide these links to you only as a convenience, and the inclusion of any link does not imply endorsement by UPPmarket.com of those Linked Sites or any association with their operators.

USE OF COMMUNICATION SERVICES

The Website may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, "Communication Services"), you agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:

Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.
Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents.
Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer.
Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.
Conduct or forward surveys, contests, pyramid schemes or chain letters.
Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.
Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
Restrict or inhibit any other user from using and enjoying the Communication Services.
Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
Harvest or otherwise collect information about others, including e-mail addresses, without their consent.
Violate any and all applicable laws or regulations.

UPPmarket has no obligation to monitor the Communication Services. However, UPPmarket reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. UPPmarket reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.

UPPmarket reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in UPPmarket's sole discretion.

Always use caution when giving out any personally identifying information about yourself, your business or your associates in any Communication Service. The Website does not control or endorse the content, messages or information found in any Communication Service and, therefore, the Website specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Users of the Website are not authorized UPPmarket spokespersons, and their views do not necessarily reflect those of UPPmarket, Inc.

Materials uploaded to a Communication Service may be subject to posted or other limitations on size, usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download the materials.

CONFIDENTIALITY

The Customer and UPPmatket.com have acknowledged and agreed that any Specifications and all other documents and information exchanged between the parties, whether related to the development of your Web Portal or not (the “Confidential Information”), can constitute valuable trade secrets of UPPmarket.com and the Customer. Confidential Information shall include but is not limited to configuration and operation of the portal, user interface, page design, graphical data representations rendered in the portal, financial data, marketing plans and strategies, pricing information, promotional plans and/or contractual terms between the Customer and their Users, Resellers and/or other third parties. Administrative users are bound to the same standard of confidentiality and shall keep the Confidential Information of both the Customer and UPPmarket.com in confidence and shall not, without the other party’s prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include information that the receiving party can demonstrate (a) is, as of the time of its disclosure, or thereafter becomes publicly available through a source other than the receiving party; (b) was known to the receiving party prior to disclosure by the disclosing party; (c) is independently developed by the receiving party without reference to any of the disclosing party's Confidential Information; or (d) is subsequently learned from a third party not under a confidentiality obligation to the disclosing party. Furthermore, "Confidential Information" shall not include any material that is visible to the public without restriction on the Web Site.

OWNERSHIP RIGHTS

UPPmarket, Inc. shall hold all right, title, and interest in and to the computer code, functionality and objects developed for the Website. Specifically, UPPmarket shall hold all right, title, and interest in and to (a) all non-Customer specific text, graphics, animation, audio components, and digital components created by UPPmarket for this or previous websites, (b) all interfaces, navigational devices, menus, menu structures or arrangements, icons, help and other operational instructions, and all other components of any source or object computer code that comprises the functional aspects of the Website, and (c) all copyrights, patents, trade secrets, and other intellectual or industrial property rights owned by UPPmarket and used in the Website or any component or characteristic thereof ("UPPmarket Property") but shall not include any Customer Property (defined below). UPPmarket may use its own stock photographs for this Website or other websites. UPPmarket retains ownership of the photographs, and grants Customer a non-exclusive license to use those photographs, and only on their website. Customer shall not infringe upon or in any way undermine UPPmarket’s right, title, and interest in UPPmarket Property.

Notwithstanding the above, Customer shall retain all rights, title and exclusive interest in any and all of Customer’s intellectual property including, without limitation, domain names, copy, content, text, images, data, customer data, code or other components it owns (“Customer’s Property”). UPPmarket shall not infringe upon or in any way undermine Customer’s Intellectual Property rights. UPPmarket may use Customer’s Property as reasonably required to fulfill its obligations under this Agreement and for no other purpose. Neither party has any right whatsoever in or to any trademark, trade name, copyright, name, logo, or other intellectual property of the other party, except as specifically set forth in this Agreement.

USE OF UPPMARKET PROPERTY

Whole or partial use or reproduction of web pages, page designs, screen captures, graphics, illustrations, online processes, reports, or use of data from this or any UPPmarket Website is strictly prohibited and in direct violation of the Terms of Use.

Accordingly, prior written approval must be gained for any desired use or graphic representation of UPPmarket’s Websites, Products and Services.

MATERIALS PROVIDED OR POSTED TO ANY UPPMARKET WEB SITE:

UPPmarket does not claim ownership of the materials you provide to the Website (including data, feedback and suggestions) or post, upload, input or submit to any UPPmarket Website or its associated services (collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting your Submission you are granting UPPmarket, its affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.

No compensation will be paid with respect to the use of your Submission, as provided herein. UPPmarket is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in UPPmarket’s sole discretion.

By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

RIGHTS TO MAKE DERIVATIVE WORK

UPPmarket has the exclusive rights in making derivative works of any UPPmarket Website, so long as the derivative work is not derived from Customer’s Property. Customer and any Administrative users as assigned by Customer are expressly prohibited from reselling, reverse engineering and/or redeveloping UPPmarket's Property unless prior written approval has been granted.

LIABILITY DISCLAIMER

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE WEBSITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. THE WEBSITE AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE WEBSITE AT ANY TIME. ADVICE RECEIVED VIA WEBSITE SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.

UPPMARKET AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE WEBSITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. UPPMARKET.COM AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL UPPMARKET AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE WEBSITE, WITH THE DELAY OR INABILITY TO USE THE WEBSITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE WEBSITE, OR OTHERWISE ARISING OUT OF THE USE OF THE WEBSITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF UPPMARKET OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE WEBSITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE WEBSITE.

COPYRIGHT AND TRADEMARK NOTICES:

TRADEMARKS

The names of actual companies and products mentioned herein may be the trademarks of their respective owners. When submitted by an Administrator or any other representative of the Client, UPPmarket and the Website have the right to use the Trademarked material for their intended business purposes.

Any example companies, organizations, products, people and events depicted herein are fictitious. No association with any real company, organization, product, person, or event is intended or should be inferred.

Any rights not expressly granted herein are reserved.

NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement under United States copyright law should be sent to Service Provider's Designated Agent. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE. See Notice and Procedure for Making Claims of Copyright Infringement.

GENERAL PROVISIONS

Entire Agreement – These Terms of Use, the Privacy Policy, and other policies UPPmarket may post on this Website constitute the entire agreement between UPPmarket and you in connection with your use of UPPmarket Websites including, without limitation, this or any UPPmarket Portal, and the Portal Protected Information, and supersedes any prior agreements between UPPmarket and you regarding use of the portal, including prior versions of these Terms of Use.

GOVERNING LAW; JURISDICTION; VENUE; SEVERABILITY OR PROVISIONS

The Terms of Use are governed by the laws of the State of New York, U.S.A. and controlling United States Federal Law without regard to any conflicts of law provisions. Any legal proceedings arising from or relating to this Agreement shall be brought exclusively in the federal or state courts of Rensselaer County, New York State, USA and the parties hereby consent to the personal jurisdiction and venue of such courts. All parts of these Terms of Use apply to the maximum extent permitted by law. UPPmarket.com and you both agree that if UPPmarket.com and you cannot enforce a part of this contract as written, then that part will be replaced with terms that most closely match the intent of the part UPPmarket.com and you cannot enforce to the extent permitted by law. The invalidity of part of these Terms of Use will not affect the validity and enforceability of the remaining provisions. The section headings are for convenience and do not have any force or effect.

NO AGENCY RELATIONSHIP

Neither these Terms of Use, nor any Content, materials, features, or Products and Services of this Website create any partnership, joint venture, employment, or other agency relationship between UPPmarket.com and you. You may not enter into any contract on UPPmarket.com’s behalf or bind UPPmarket.com in any way.

TERMINATION/ACCESS RESTRICTION

UPPmarket reserves the right, in its sole discretion, to terminate your access to the Website and the related services or any portion thereof at any time, without notice, for any violation of these Terms of Use or in the event your employment status or working relationship with the client changes or is terminated.

REMEDIES

You agree that any violation, or threatened violation, by you of these Terms of Use constitutes an unlawful and unfair business practice that will cause UPPmarket irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and consent to UPPmarket obtaining any injunctive or equitable relief that UPPmarket deems necessary or appropriate. These remedies are in addition to any other remedies UPPmarket.com may have at law or in equity.

RESTRICTED RIGHTS

The information that is downloaded from this Website for or on behalf of the government of the United States of America and/or its agencies (the "U.S. Government") is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to the restrictions set forth in DFARS 252.227-7013 and FAR 52.227-14 and 48 CFR 52.227-19, as applicable.

CONTACTING UPPMARKET, INC.

If you have any questions or concerns about these Terms of Use, please contact UPPmarket at ContactHelp@UPPmarket.com or at the mailing address provided below. UPPmarket will attempt to respond to your questions or concerns promptly after UPPmarket receives them.

UPPmarket, Inc.

Attn: Corporate Counsel

PO Box 1481

Troy, New York

12181