Upromise®

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Upromise Terms of Use

IMPORTANT LEGAL INFORMATION

PLEASE READ THE FOLLOWING LEGAL INFORMATION CAREFULLY. THESE TERMS AND CONDITIONS MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THIS SITE. BY USING THIS SITE, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, THEN DO NOT USE THIS SITE.

TERMS AND CONDITIONS

Upromise, Inc. ("Upromise") maintains this web site (the "Site") as a service to its customers, potential customers, and other interested parties. Please visit us frequently, browse our pages, and download documents, subject to the terms and conditions set out below and in our Member Agreement.

These Terms of Use, as amended from time to time (the "Terms") govern your access to and use of the Site. PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. BY DOWNLOADING, REGISTERING, SIGNING INTO, ACCESSING, BROWSING, OR OTHERWISE USING THE SITE, WHETHER AS A GUEST OR REGISTERED USER, OR OTHERWISE ACCEPTING THESE TERMS, YOU ARE SIGNIFYING THAT YOU HAVE READ THE TERMS, UNDERSTAND THEM, AND AGREE TO AND ACCEPT THEM, ALL GUIDELINES (AS DEFINED IN GUIDELINES SECTION), AND ANY AND ALL FUTURE MODIFICATIONS TO THESE TERMS, AS WELL AS TO THE COLLECTION AND USE OF YOUR INFORMATION AS SET FORTH IN THE UPROMISE ONLINE PRIVACY POLICY. IF YOU DO NOT AGREE TO OR ACCEPT THESE TERMS, YOU MAY NOT USE THE SITE.

USERS/PARTICIPANTS

We do not discriminate on the basis of age, race, national origin, gender, sexual orientation or religion.

No person under the age of 13 should use the Site. We strongly encourage all parents and guardians to monitor the Internet use of their children. Use of the Site by any user shall be deemed to be a representation that the user is 13 years of age or older.

Guidelines When using the Site, you will be subject to any and all additional operating rules, policies or guidelines applicable to specific services and features that may be published by us from time to time, including, without limitation, all information transfer protocols ("Guidelines").

TRADEMARKS, COPYRIGHTS, & RESTRICTIONS

This Site, and materials on the Site, including, but not limited to, images, illustrations, posts, audio clips, and video clips (the "Materials") are the property of Upromise and its affiliates and licensors and are protected from unauthorized copying and dissemination by copyrights that are owned or licensed by Upromise and by copyright law, trademark law, international conventions and other intellectual property laws. By way of example, and not as a limitation, "Upromise" is a registered trademark under the applicable laws of the United States and other countries. All other logos or product names are trademarks or registered trademarks of their respective owners. You may not reproduce, perform, create derivative works from, republish, upload, post, transmit, or distribute in any way whatsoever any Materials from www.upromise.com, any bulletin board, the Community Forum, or any other web site owned or operated by Upromise without the prior written permission of Upromise. However, you may download or make one copy of the Materials, and other downloadable items displayed on the Site, for personal, non-commercial home use only, provided all copyright and other notices contained in the Materials are left intact. Any modification of the Materials, or any portion thereof, or use of the Materials for any other purpose constitute an infringement of Upromise's copyrights and other proprietary rights. Use of these Materials on any other web site or other networked computer environment is prohibited without prior written permission from Upromise.

Nothing contained on this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use this Site or any information displayed on this Site, throughout the use of framing or otherwise, except: (a) as expressly permitted by these terms and conditions; or (b) with the prior written permission of Upromise or such third party that may own the trademark or copyright of information displayed on this Site.

NOTICE AND PROCEDURE FOR MAKING CLAIMS UNDER THE DIGITAL MILLENNIUM COPYRIGHT ACT

The Digital Millennium Copyright Act (DMCA) provides recourse to copyright owners who believe that their rights under the United States Copyright Act have been infringed by acts of third parties over the Internet. If you believe that your copyrighted work has been copied without your authorization and is available on this Site in a way that may constitute copyright infringement, you may provide notice of your claim to Upromise's Designated Agent listed below. For your notice to be effective, it must include the following information:

  1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed
  2. A description of the copyrighted work that you claim has been infringed upon
  3. A description of where the material that you claim is infringing is located on this Site
  4. Information reasonably sufficient to permit the service provider to contact the complaining party, such as address, telephone number, and, if available, an e-mail address at which the complaining party may be contacted
  5. A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law
  6. A statement by you, made under penalty of perjury, that you are authorized to act on behalf of the intellectual property owner of the right that is allegedly infringed

The above information must be submitted to the following DMCA Agent:

Attn:Upromise, Inc. Legal Department
Address:c/o Prodege, LLC, P.O. Box 70, Manhattan Beach, CA 90267
Email:legal@prodege.com

The Upromise Designated Agent should be contacted only if you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on this Site. All other inquires to the Upromise Designated Agent will not be answered.

BUSINESS RELATIONSHIPS

Upromise has business relationships with numerous participants in the Upromise service, as well as suppliers and others. For convenience and simplicity, words like venture, joint venture, partnership, co-venturer, and partner are used to indicate business relationships involving common activities and interests, and those words may not indicate precise legal relationships.

LINKS TO THIRD PARTY WEBSITES

Upromise is not responsible for the content of any site that may be linked to or from www.upromise.com, or any bulletin board associated with Upromise. These links are provided for your convenience only and you access them at your own risk. Any other web site accessed from this Site is independent from Upromise, and Upromise has no control over the content of that other web site. In addition, a link to any other web site does not imply that Upromise endorses or accepts any responsibility for the content or use of such other web site.

NO IMPLIED ENDORSEMENTS

In no event shall any reference to any third party or third-party product or service be construed as an approval, guarantee or endorsement by Upromise of that third party or of any product or service provided by a third party.

PRIVACY ISSUES

Upromise is concerned about privacy matters for its customers. Please review our Online Privacy Policy.

DISCLAIMERS AND INDEMNITY

By using the Site and/or posting Materials, you agree to indemnify Upromise, its officers, directors, employees, successors, agents, and affiliates for any and all claims, damages, losses and causes of action (including attorneys' fees and court costs) arising out of or relating to your breach or alleged breach of this Agreement (including without limitation, claims made by third parties for infringement of intellectual property rights), or for any content that is provided by you (or through your username and/or password). You agree to cooperate as fully as reasonably required in Upromise's defense and/or settlement of any claim. Upromise reserves the right to assume exclusive control over the defense and settlement of any matter subject to indemnification by you.

The information contained in this Site is for general guidance on topics selected by Upromise. Such information is provided on a blind-basis, without any knowledge as to your industry, identity or specific circumstances. The application and impact of relevant laws will vary from jurisdiction to jurisdiction. There may also be delays, omissions, or inaccuracies in information contained in this Site. The information on this Site is provided with the understanding that Upromise and various authors and publishers' providing such information does not constitute the rendering of legal, accounting, tax, career or other professional advice or services. As such, information on this Site should not be relied upon or used as a substitute or consultation with professional advisors.

UPROMISE'S SITE MAY CONTAIN FACTS, VIEWS, OPINIONS, STATEMENTS, AND RECOMMENDATIONS OF THIRD-PARTY INDIVIDUALS AND ORGANIZATIONS. UPROMISE DOES NOT REPRESENT OR ENDORSE THE ACCURACY, CURRENTNESS, OR RELIABILITY OF ANY ADVICE, OPINION, STATEMENT, RECOMMENDATIONS, OR OTHER INFORMATION DISPLAYED, UPLOADED, OR DISTRIBUTED THROUGH THE SITE. YOU ACKNOWLEDGE THAT ANY RELIANCE ON ANY SUCH OPINION, STATEMENT, RECOMMENDATIONS, OR INFORMATION WILL BE AT YOUR SOLE RISK.

DISCLAIMER OF WARRANTIES

YOU EXPRESSLY AGREE THAT USE OF THE SITE AND ANY MATERIALS OR INFORMATION PROVIDED BY US OR MADE AVAILABLE TO YOU THROUGH THE SITE, INCLUDING, WITHOUT LIMITATION, UPROMISE MATERIALS, IS AT YOUR SOLE RISK. THE SITE AND UPROMISE MATERIALS, INCLUDING, BUT NOT LIMITED TO ANY THIRD-PARTY-PROVIDED INFORMATION, SOFTWARE OR SERVICES MADE AVAILABLE THROUGH THE SITE ARE PROVIDED ON AN "AS IS," "WHERE IS" AND "AS AVAILABLE" BASIS.

UPROMISE MAKES NO WARRANTY THAT THE SITE OR UPROMISE MATERIALS WILL MEET YOUR REQUIREMENTS, OR THAT THE SITE OR UPROMISE MATERIALS WILL BE UNINTERRUPTED, TIMELY, AVAILABLE AT A PARTICULAR TIME OR LOCATION, SECURE, OR ERROR FREE; NOR DOES UPROMISE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR UPROMISE MATERIALS OR AS TO THE TIMELINESS, ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SITE, INCLUDING, WITHOUT LIMITATION, ANY UPROMISE MATERIALS, OR THAT DEFECTS OR ERRORS IN THE SOFTWARE USED IN THE SITE OR UPROMISE MATERIALS WILL BE CORRECTED, OR THAT THE SITE WILL MEET YOUR REQUIREMENTS.

UPROMISE EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE SITE (OR ANY INFORMATION OR SOFTWARE CONTAINED THEREIN) IS FREE OF VIRUSES, WORMS, TROJAN HORSES, HARMFUL COMPONENTS, OR OTHER CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA OR CONTENT THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SITE.

UPROMISE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE OR ANY HYPERLINKED WEBSITE OR SERVICE OR TRANSACTIONS ENTERED INTO THROUGH THE SITE, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

NOTWITHSTANDING THE FOREGOING, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

EXCLUSION OF DAMAGES

NEITHER UPROMISE, NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, OR AFFILIATES ARE RESPONSIBLE OR LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER INDIRECT DAMAGES OR FOR LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE DAMAGES, THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THIS SITE OR THE INFORMATION CONTAINED ON THIS SITE, EVEN IF UPROMISE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

LIMITATION OF LIABILITY

IN NO EVENT SHALL UPROMISE'S TOTAL LIABILITY TO YOU FROM ALL DAMAGES, LOSSES, AND CAUSES OF ACTION RESULTING FROM YOUR USE OF THIS SITE OR PARTICIPATION IN THE UPROMISE SERVICE, WHETHER IN CONTRACT, TORT, (INCLUDING, BUT NOT LIMITED TO NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EXCEED THE GREATER OF: THE LARGEST AMOUNT OF REWARDS IN YOUR UPROMISE ACCOUNT AT ANY ONE TIME WHILE THESE TERMS ARE IN EFFECT, OR $50.00.

JURISDICTION AND GOVERNING LAW

Upromise operates the Site from its offices within the United States. Upromise makes no representation that information on this Site is appropriate or available for use outside the United States. Those who choose to access this Site from outside the United States do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. These terms and conditions shall be governed by the laws of the Commonwealth of Massachusetts, without regard to its conflict of law provisions. Accordingly, each party hereby consents to the exclusive jurisdiction of any state or federal court sitting in Boston, Massachusetts over any proceeding related to these terms and conditions, irrevocably waives any objection to the venue of any such court, and irrevocably waives any claim that any such proceeding in such a court has been brought in an inconvenient forum.

CHANGES TO TERMS

Upromise may, in its sole discretion, modify or update these terms and conditions from time to time. Your continued use of the Site after any such change constitutes your acceptance of the new terms and conditions. If you do not agree to any of these terms or any future terms and conditions, do not use or access the Site.

COMMENTS, COMPLAINTS, AND QUESTIONS

You may choose to or we may invite you to submit comments or ideas about Upromise, the Upromise Rewards Service, as described in the Upromise Member Agreement (the "Service"), or the Site, including, without limitation, about how to improve the Site or our products ("Feedback"). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Upromise under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Upromise does not waive any rights to use similar or related ideas previously known to Upromise, or developed by its employees or contractors, or obtained from sources other than you.

CONFIDENTIALITY; YOUR SECURITY OBLIGATIONS

You acknowledge and agree that the Service and the Site are, and shall at all times remain, the sole and exclusive property of Upromise and/or its licensors, and that Upromise and/or its licensors is the sole and exclusive owner(s) of all rights to the Service and the Site, including, without limitation, any and all copyrights and all related renewals and extensions. You agree that the Service and the Site are proprietary and confidential and that you will not authorize or permit its contents to be conveyed or in any manner communicated or used by any third party or to be duplicated or reproduced without our prior written approval. Your right to use the Service and the Site is personal to you. You agree to use the Service and the Site solely for your own personal, non-commercial purposes and not for any commercial purposes. You agree not to sell, resell, or exploit for any commercial purposes, the Service and the Site or use of or access to the Service and the Site or any information or technology obtained from the Service.

You will maintain confidentiality concerning any confidential or proprietary information which you access through the Service or the Site and you will protect such information from unauthorized access, use or disclosure.

You will restrict unauthorized users from gaining access to the Service or the Site. If you are not a registered user, you may receive a user name and password upon completing the registration process. You are responsible for maintaining the confidentiality of your passwords and for any and all activities that occur under your passwords or User accounts. You agree to immediately notify Upromise of any unauthorized use of your User account or any other breach of security known to you.

You will take feasible steps to prevent transmission over the Service and the Site of any virus or other software routine designed or likely to permit unauthorized access to the Service or the Site or to disable, erase or otherwise harm any software, hardware or data accessible over the Service or the Site.

The confidentiality obligations of this Section will survive the termination of your use of the Service and the Site.

You agree to be solely responsible for your actions and the contents of your transmission through the Service and the Site. You agree to use any data encryption tool that is built into the Service and the Site or another data encryption tool that is mutually agreed upon by you and Upromise.

SECURITY

We care about the integrity and security of your personally identifiable information. We have implemented commercially reasonable technical and organizational measures designed to secure your personally identifiable information from accidental loss and from unauthorized access, use, alteration or disclosure. However, you acknowledge and agree that despite our reasonable security measures, we cannot guarantee that electronic communications over the Internet will be 100% secure and that unauthorized third parties will never be able to defeat those measures or use your personally identifiable information for improper purposes. You acknowledge that you are under no obligation to use the Service and the Site, and that you provide any personal or sensitive information in order to use the Service and the Site at your own risk.

TERMINATION

You agree that Upromise may terminate your password(s), account(s) or use of the Service and the Site at Upromise’s discretion for any reason.

NOTICE

All notices to a party shall be in writing and shall be made either via email or conventional mail. In addition, Upromise may post notices or links to notices through the Service to inform you of changes to the Terms, the Service, the Site, or other matters of importance.

FORCE MAJEURE

In no event shall we be liable for damages caused by third parties not under our control or by other causes beyond our reasonable control, including, without limitation, damages caused by third party telecommunications service providers.

INTERNATIONAL VISITORS

The Service and the Site are controlled and operated from our facilities in the United States. Upromise makes no representations that the Service or the Site is appropriate or available for use in other locations. You may not use the Service or the Site if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service and the Site are solely directed to individuals, companies, or other entities located in the U.S. By using the Service and the Site, you are consenting to have your personal data transferred to and processed in the United States. Users who access or use the Service or the Site from jurisdictions outside of the United States do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws, including, without limitation, export and import regulations.

Should you have any questions or complaints regarding these terms and conditions, contact us.

These Terms of Use were last updated on: June 1, 2020