Terms Of Service

IMPORTANT: BY USING THIS SERVICE, YOU ACKNOWLEDGE AND AGREE THAT YOU BIND YOURSELF TO THE TERMS OF THIS AGREEMENT AND THE PRIVACY POLICY WHICH IS INCORPORATED INTO THIS AGREEMENT

This is an agreement between Upscale (“Upscale” or “We”) the owner and operator of the website www.upscale.ai (the “Upscale site”), the Upscale service and software (collectively, including the services, source code, API libraries, SDK, documentation, web dashboard and applications, henceforth referred to as “Upscale” or “Service”) and you (“User” or “You”), a user of Upscale. In case of individuals representing organizations, the term User shall include the individual and the organization they represent. “Subscribers” are Users who pay subscription fees to Upscale for use of Upscale. “Apps” or “Applications” refer to application software running on mobile devices (such as apps on iOS or Android or Windows devices) that are created by the User or Users’ organizations. In case Upscale is acquired or is merged with any other entity, all clauses of this agreement will be deemed valid between the User and the new entity or acquiring entity, thereby also transferring all rights held by Upscale to the new entity.

IF YOU DO NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT, THEN DO NOT CHOOSE THE “LOGIN”, “SIGN UP”, “ACCEPT”, OR “AGREE” BUTTON OR ANY SIMILAR BUTTON OR LINK AND DO NOT USE THE UPSCALE Service, and UPSCALE is unwilling to provide you rights to use the product.

THE SERVICE AND THE SITE ARE AVAILABLE FOR COMPANIES AND INDIVIDUALS AGED 13 OR OLDER. IF YOU ARE 13 OR OLDER BUT UNDER THE AGE OF 18, YOU SHOULD REVIEW THESE TERMS WITH YOUR PARENT OR GUARDIAN TO MAKE SURE THAT YOU AND YOUR PARENT OR GUARDIAN UNDERSTANDS AND ACCEPTS THESE TERMS. BY ACCEPTING THESE TERMS YOU REPRESENT THAT YOU ARE NOT UNDER THE AGE OF 13.

BY ACCEPTING THE TERMS OF THIS AGREEMENT, YOU ALSO REPRESENT THAT YOU ARE NOT INCAPACITATED OR PROHIBITED BY LAW/COURT ORDERS/STATUTES APPLICABLE TO YOU FROM ENTERING INTO AN AGREEMENT OF THIS NATURE OR FROM USING THESE SERVICES.

WRITTEN APPROVAL IS NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT AND NO SOLICITATION OF OR ANY SUCH WRITTEN APPROVAL BY OR ON BEHALF OF Upscale SHALL BE CONSTRUED AS AN INFERENCE TO THE CONTRARY. IF THESE TERMS ARE CONSIDERED AN OFFER BY Upscale, USER’S ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

Obtaining Access to Upscale:

You may obtain access to Upscale only via our website www.upscale.ai. You shall not download the Upscale API library files, documentation, or source files from any other sites except where distributed explicitly by Upscale. Your use of Upscale is illegal if you have obtained access via an individual or entity where Upscale has not explicitly permitted sale, download or distribution of the product.

Obtaining Access to Upscale:

• The Upscale site and service allows Users (who could potentially be application developers and businesses or individuals providing Apps to others) to identify and implement sales and growth hacking techniques (this is different from Upscale Users - this refers to users of services or software provided by Upscale Users).
• Upscale grants you a limited, non-transferable, non-assignable license to use Upscale for your Apps. Upscale reserves all other rights related to the service that have not been expressly licensed to you. You hereby acknowledge that no right, title, interest in the nature of or ownership in Upscale being transferred or assigned, except the license as aforesaid, and this AGREEMENT is not to be construed as a sale of any rights in Upscale.
• You represent that you shall not directly or indirectly, aid or attempt to (i) crack, hack, reverse-engineer, decompile, disassemble, decrypt, duplicate, copy, replicate the software or content/files associated with it, attempt to derive source code or structure, (ii) modify, derive from the software, (iii) remove copyright notices or other notices or logos, (iv) use design or copy or images from the service without explicit written permission from Upscale , (v) use the service or its components for any purpose other than for intended use, (vi) violate other users’ privacy, (vii) circumvent any security measures, (viii) impersonate others or use the service for harassing or any illegal activities (ix) damage your own or other users’ services in any manner, (x) gain illegal or unauthorized access to content, software, services, networks or systems or (xi) disrupt or damage computer systems, networks, software or data associated with Upscale.
• You represent and agree that you shall not to use any automated systems or tools that may lead to using the service in a manner that generates more events or requests than could be generated by a human in the same time
• You are free to advertise this software to others through legal channels (sharing information on the service or link to the site via blogs, websites, twitter, etc.).
• Upscale may modify, suspend, or terminate the service offered at any point in time at its sole discretion. Upscale may also impose restrictions on usage, or usage limits on certain features at its sole discretion.
• You unconditionally acknowledge and agree that Upscale is the owner of the software/product, and all copyrights and all other rights in the nature of copyright and other common law rights solely and exclusively vest in Upscale, and you shall not infringe the same in any manner, directly or indirectly, and shall not cause to be infringed by third parties by any of your acts. You shall not, at any point of time, challenge or dispute or deny the right, title and interest of Upscale and the copyright and all other rights in the nature of copyright and all common law rights of Upscale in respect of th software/product.
• You shall not re-distribute or re-sell the Upscale service and access to it without explicit written permissions and a formal arrangement with Upscale todo so.
• You are permitted to modify source code and resources made available for the purpose of modifying the user interfaces and experience of the Upscale service for your Apps.
• You shall not use the Service for any purposes that may be illegal or may violate the privacy of other Users and your App users or other Users’ App users.

Fees and Payment

Subscribers are required to pay Upscale fees for the Service as laid out in the Pricing section of the Upscale. Unless otherwise agreed to by the parties in writing, all Fees are payable by credit card. The Fees is payable within 5 days from the end of the subscription period for each period. Subscriber hereby authorizes Upscale to charge Subscriber's credit card for purposes of recurring payments towards the fees. Non-payment of fees shall lead to termination of access to features of the Service or termination of the User account by Upscale. Any service taxes payable shall be borne by the Subscriber. In case of any disputes on the billing amount charged, the Subscriber shall have to notify Upscale within 60 days of the amount being charged to be considered for correction. Subscriber fees are nonrefundable except if the Subscriber terminates this agreement for breach by Upscale, or Upscale terminates the agreement.

Obtaining Access to Upscale:

• Upscale may, at its sole discretion, enhance, alter or modify the Upscale Service at any point of time as it desires. Upscale shall distribute updates via the Site and may or may not notify the User of such updates. Updates to the product are also considered part of Upscale or Service.
• In some cases, Upscale shall require the user to upgrade to a newer version of Upscale to continue using the service for security or other reasons.
• Upscale reserves the right to update or modify this AGREEMENT at its sole discretion. Updates to the agreement shall be made available via the Upscale Site (Upscale.co/terms) and Users with valid email addresses registered with the Service may be intimated of the changes via email. By continuing to use the product post updates posted on the Upscale site, the user is bound by the new agreement. If the agreement is not acceptable to the user, the user shall have to stop using the Service. It is the responsibility of the user to check the site periodically for updates to the agreement.

Termination of Service and License

• Upscale may decide at its sole discretion to terminate the services provided as part of the Upscale Service at any time with a notifying email sent to users registering with valid email ids 10 days in advance of such termination.
• In the case of termination of the service, all user-created data of campaigns could be non-accessible post termination. Upscale has no obligations to provide mechanism for users to access user content created or shared using Upscale post such termination.
• Upscale can change the terms of this license at any time and revoke the license to use the product from individuals at its sole discretion.

Warranty

You agree that you are aware and fully acknowledge that this Service has no warranty of any kind. Upscale shall not be responsible for costs, expenses, damages of any kind incurred due to or arising from usage or failure of the Service.

Privacy

Customer Data provided to Upscale will be subject to Upscale’s privacy policy (See Upscale’s Privacy Policy here ).

With respect to any personally identifiable information (“PII”) that you provide to Upscale, you represent and warrant that: (i) you will comply with all applicable laws relating to the collection, use and disclosure of PII; (ii) you have posted (or you will post) a privacy policy on each website on which you use the Service, which clearly and conspicuously discloses that: (a) you use third-party service providers to provide certain services to you in connection with your operation of such website, including the collection and tracking of certain data and information regarding your product or service; and (b) you may disclose PII to certain such third-party services providers for the sole purposes of provision of services by the third party service providers to you; and (iii) you have made all required notifications and obtained all required consents and authorizations from your website visitors relating to the disclosure of PII to a third party service provider like Upscale. You further acknowledge and agree that your indemnity obligation under the “Indemnity” paragraph below applies to any third-party claims relating to your disclosure of any PII to Upscale.

Use of Customer Data

You have the exclusive right to use all Customer Data and all reports based on Customer Data generated by the Service, for any purpose related to your business. Notwithstanding the foregoing, you acknowledge and agree that Upscale may, at any time and in its sole discretion: (i) use any or all Customer Data internally as needed to troubleshoot issues or improve the Service; and (ii) use, for its internal purposes, statistics collected about how Customer Data is used with the Upscale Service.

Indemnity

You agree to indemnify Upscale, its directors, employees, and partners, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your violation of this Agreement, your access to the Service, or use or mis-use of the Service.

Jurisdiction

You agree that jurisdiction for settling any disputes with Upscale lies with courts of Delaware, United States.

Disclaimers

THE Upscale SERVICE AND ANY Upscale CLIENT APPLICATION ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, Upscale DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. Upscale MAKES NO WARRANTY THAT THE Upscale CLIENT APPLICATION OR THE SERVICE WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM Upscale OR THROUGH THE SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

Proprietary Rights Notices

All trademarks, service marks, logos, trade names and any other proprietary designations of Upscale used herein are trademarks or registered trademarks of Upscale. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

Assignment

You may not assign or transfer this Agreement, by operation of law or otherwise, without Upscale’s prior written consent. Any attempt by you to assign or transfer this Agreement, without such consent, will be null and of no effect. Upscale may assign or transfer this Agreement, at its sole discretion, without restriction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

Notices

Any notices or other communications permitted or required hereunder, including those regarding modifications to this Agreement, will be in writing and given: (i) by Upscale via email (in each case to the address that you provide) or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Complaints & Grievances

For any complaints or grievances related to Upscale, please reach us at contact@upscale.ai