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.
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.
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.
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.
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.
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.
You agree that jurisdiction for settling any disputes with Upscale lies with courts of Delaware, United States.
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.
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.
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.
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.
For any complaints or grievances related to Upscale, please reach us at email@example.com