UpBOARD Terms of Service
Welcome to UpBOARD, Inc.’s (“UpBOARD”) website (“Site”) and terms of service (“Terms”). These Terms cover your use and access to the products, subscriptions, services, software, platform and websites (collectively, “Services“) provided by UpBOARD and any of our affiliates. Certain Services may be sold as different packages, standalone products, or bundled with other Services.
These Terms address benefits that may or may not be included in your specific Subscription package. The sections discussing benefits included in your Subscription apply to you. Refer to your account settings for a complete list of your Services. You may also contact email@example.com
UpBOARD works with partners and affiliates whose websites are linked with UpBOARD and controlled by parties other than UpBOARD (each a “Third-Party Website“). UpBOARD is not responsible for and does not endorse the availability, contents, products, services, or use of any Third-Party Website, any website accessed from a Third-Party Website, or any changes to those sites. UpBOARD does not guarantee the content or quality of the products or services provided by Third-Party Websites. If you have purchased a subscription that includes a Third-Party Service, the third party may contact you by email or phone with instructions on how to access your benefits, and you may be required to accept additional terms that are located on the Third-Party Website.
- Subscription License. UpBOARD grants you a nonexclusive, nontransferable worldwide right to use the Services included in a subscription package (“Subscription”) during the time period you have purchased and, for subscription memberships, while your membership remains in good standing (collectively, the “Membership Term”), subject to these Terms. This license allows you to access, download, use, and edit forms in the Subscription for your personal use. You may not: (i) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise make available to any third party the Services or any of its contents; or (ii) modify, reproduce, reverse engineer, or make derivative works based on, referring to, or exploiting the Services, its contents, or its source code, except for modifications to the forms for your personal use. All rights not expressly granted to you are reserved by UpBOARD and its licensors.
- Site Content, Copyright and Trademarks. The UpBOARD Site may contain content or features including downloadable materials and resources (“Site Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Any rights not expressly granted herein are reserved by UpBOARD.
- Ownership. You acknowledge that the UpBOARD Site and Site Content is protected by copyrights, trademarks, trade secrets, patents or other proprietary rights, and that these worldwide rights are valid and protected in all forms, media and technologies now existing or hereafter developed. You agree to comply with all intellectual property laws and you shall not encumber any interest in, or assert any rights to, the UpBOARD Site. You are granted a limited, non-sublicensable license to access and use the UpBOARD Site and electronically copy (except where prohibited without a license) and print to hard copy portions of the UpBOARD Materials for your informational, non-commercial and personal use only. Such license is subject to these Terms and does not include: (1) any resale or commercial use of the UpBOARD Site; (2) the distribution, public performance or public display of all or any portion of the UpBOARD Site; (3) modifying or otherwise making any derivative uses of the UpBOARD Site; (4) use of any data mining, robots or similar data gathering or extraction methods; (5) downloading (other than the page caching) of any portion of the UpBOARD Site, except as expressly permitted on the UpBOARD Site; (6) making any portion of the UpBOARD Site available through any timesharing system, service bureau, the Internet or any other technology now existing or developed in the future; (7) using any automatic or manual process to harvest information from the UpBOARD Site; or (8) any use of the UpBOARD Site for other than its intended purpose. Unless expressly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time.
- Limited Permission to Download. UpBOARD hereby grants you permission to download, view, copy and print the UpBOARD Site Content solely for your personal, informational, non-commercial use, provided that (1) where provided, the copyright and trademark notices appearing on any UpBOARD Materials not be altered or removed, (2) the UpBOARD Materials are not used on any other website or in a networked computer environment, and (3) the UpBOARD Materials are not modified in any way, except for authorized editing or downloadable forms for personal use. This permission terminates automatically without notice if you breach any of the provisions of these Terms. Any unauthorized use of the UpBOARD Site may violate copyright laws, trademark laws, laws of privacy and publicity and communications regulations and statutes. UpBOARD does not grant you any rights in its trademarks.
- No Guarantee. UpBOARD does not guarantee that any form provided in the Services is suitable for a particular purpose, or that any form included or referenced in the Services is accurate, reliable, complete or timely. The forms included or referenced in the Services are for information purposes only, and should not be relied upon as professional advice.
- Alerts. The Services may generate email or SMS text message reminders of deadlines and other important dates. UpBOARD is not liable for your failure to view or read the message or inability to receive the message. The Services are made available to you to help you identify and comply with important deadlines. Compliance with any deadlines, whether or not referenced or communicated by email or SMS text message, is always your sole responsibility.
- Cloud Services. Services include access to cloud storage services for online content storage, sharing and processing of files, materials, data, text, audio, video, images, or other content (collectively, “Content”), hosted through UpBOARD website and applications (“Cloud Services” or “Cloud Service”), and the following provisions apply to you:
- Access to the Cloud Service. You may use the Cloud Services on a non-exclusive basis, solely in strict compliance with these Terms and all applicable laws.
- Service Provider. You acknowledge and agree that UpBOARD does or may work with third-party sub-providers (each a “Cloud Service Provider”) of our choice to provide some or all of the Cloud Services.
- Your Account. Only you may use your Cloud Services. You must keep your account and passwords confidential and not authorize any third party to access or use the Cloud Service on your behalf, unless we provide an approved mechanism for such use. UpBOARD and our Cloud Service Provider will not be liable for any loss or damages arising from any unauthorized use of your account.
You represent and warrant that: (a) you have all the rights in the Content necessary for you to use the Cloud Services and to grant the rights in this Cloud Storage Services Section; and (b) the storage, use or transmission of the Content doesn’t violate any law or these Terms.
You will: (a) be solely responsible for the nature, quality and accuracy of the Content; (b) ensure that the Content (including the storage or transmission thereof) complies with these Terms and any and all applicable laws, and regulations; (c) promptly handle and resolve any notices and claims relating to the Content, including any notices sent to you by any person claiming that any Content violates any person’s rights, such as takedown notices pursuant to the Digital Millennium Copyright Act and any other notices; and (d) maintain appropriate security, protection, and backup copies of the Content, which may include your use of additional encryption technology to protect the Content from unauthorized access. UpBOARD will have no liability of any kind as a result of the deletion of, correction of, destruction of, damage to, loss of or failure to store or encrypt any Content.
- Unauthorized Use. You must immediately notify UpBOARD in writing of any unauthorized use of: (a) any Content, (b) any account, or (c) the Cloud Services that come to your attention. In the event of any such unauthorized use by a third party that obtained access through you, you will take all steps necessary to terminate such unauthorized use. You will provide UpBOARD with such cooperation and assistance related to any such unauthorized use as UpBOARD may request.
- Data Limits. UpBOARD reserves the right to limit the amount of Content you may store on the Cloud Services.
- Content Stored in the United States. The Cloud Services are provided from the United States. By using and accessing the Cloud Services, you understand and consent to the storage and processing of the Content and any other personal information in the United States. UpBOARD and our Cloud Service Provider reserve the right to store and process personal information outside the United States, and will use commercially reasonable efforts to provide you with notice of any such changes in the processing location.
- Acceptable Use. You must not use the Cloud Services to harm others or the Cloud Services. For example, you must not use the Cloud Services to harm, threaten, or harass another person, organization, or UpBOARD and/or to build a similar service or website. You must not: damage, disable, overburden, or impair the Cloud Services (or any network connected to the Cloud Services); resell or redistribute the Cloud Services or any part of it; use any unauthorized means to modify, reroute, or gain access to the Cloud Services or attempt to carry out these activities; or use any automated process or Cloud Services (such as a bot, a spider, or periodic caching of information stored by UpBOARD) to access or use the Cloud Services. In addition, you promise that you will not and will not encourage or assist any third party to:
- modify, alter, tamper with, repair or otherwise create derivative works of any software;
- reverse engineer, disassemble or decompile the software used to provide or access the Cloud Services, including the software, or attempt to discover or recreate the source code used to provide or access the Cloud Services, except and only to the extent that the applicable law expressly permits doing so;
- sell, lend, rent, resell, lease, sublicense or otherwise transfer any of the rights granted to you with respect to the Cloud Services to any third party;
- remove, obscure or alter any proprietary rights notice pertaining to the Cloud Services;
- access or use the Cloud Services in a way intended to improperly avoid incurring fees or exceeding any usage limits or quotas;
- use the Cloud Services in connection with the operation of nuclear facilities, aircraft navigation, communication systems, medical devices, air traffic control devices, real time control systems or other situations in which the failure of the Cloud Services could lead to death, personal injury, or physical property or environmental damage;
- use the Cloud Services to: (i) engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (ii) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) store or transmit inappropriate Content, such as Content: (1) containing unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind or nature, (2) containing any material that encourages conduct that could constitute a criminal offense, or (3) in a way that violates or infringes upon the intellectual property rights or the privacy or publicity rights of any person or entity or that may otherwise be unlawful or give rise to civil or criminal liability; (iv) store or transmit any Content that contains or is used to initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware; or (v) abuse, harass, stalk or otherwise violate the legal rights of a third party;
- interfere with or disrupt servers or networks used by UpBOARD or its Cloud Service Provider to provide the Cloud Services or used by other users’ to access the Cloud Services, or violate any third party regulations, policies, or procedures of such servers or networks or harass or interfere with another user’s full use and enjoyment of any software or the Cloud Services;
- access or attempt to access UpBOARD’s or our Cloud Service Provider’s other accounts, computer systems or networks not covered by these Terms, trough password mining or any other means; or
- cause, in UpBOARD’s sole discretion, inordinate burden on the Cloud Services or UpBOARD’s system resources or capacity.
UpBOARD and our Cloud Service Provider will make all judgements concerning the applicability of these guidelines in our sole and exclusive discretion. We reserve the right, in our sole discretion, to determine whether and what action to take in response to each violation, and any action or inaction in a particular instance will not dictate or limit our response to a future complaint. We will not assume or have any liability for any action or inaction with respect to any Content.
- Identification. UpBOARD reserves the right, in its sole discretion, to deactivate, change, and/or require you to change your UpBOARD user ID and any custom or vanity URLs, custom links, or vanity domains you may obtain through the Cloud Services for any reason or for no reason. UpBOARD may exercise such right at any time, with or without prior notice.
- Updates to the Cloud Services. UpBOARD reserves the right, in its sole discretion, to make necessary unscheduled deployments of changes, updates or enhancements to the Cloud Services at any time. We may add or remove functionalities or features, and we may suspend or stop Cloud Services altogether.
- Software. If you receive software from us (the “Software”), its use is governed in one of two ways: If you’re presented with license terms that you must accept in order to use the software, those terms apply; if no license is presented to you, these Terms apply. We reserve all other rights to the Software.
We may automatically check your version of the Software. We may also automatically download to your computer or device new versions of the Software.
Any software is licensed, not sold. Unless we notify you otherwise, the software license ends when your Cloud Services end. You must then promptly uninstall the Software, or we may disable it. You must not work around any technical limitations in the Software.
The software is subject to applicable U.S. export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the software. These laws include restrictions on destinations, end users, and end use. Without limitation, you may not transfer the software or Cloud Services without U.S. government permissions to anyone on U.S. government exclusion lists (see the Commerce Department’s compliance list at http://www.bis.doc.gov/index.php/policy-guidance/lists-of-parties-of-concern. You represent and warrant that you’re no on any of those lists or under the control of or an agent for anyone on those lists or the entities listed above.
- UpBOARD Proprietary Rights. As between UpBOARD and you, UpBOARD or its licensors own and reserve all right, title, and interest in and to the Cloud Services and all hardware, software and other items used to provide the Cloud Service, other than the rights explicitly granted to you to use the Cloud Services in accordance with these Terms. No title to or ownership of any proprietary rights related to the Cloud Services are transferred to you pursuant to these Terms. All rights not explicitly granted to you are reserved by UpBOARD and our Cloud Service Provider. In the event that you provide the comments, suggestions, and recommendations to UpBOARD with respect to the Cloud Services (including, without limitation, with respect to modifications, enhancements, improvements and other changes to the Cloud Services) (collectively, “Feedback”), you hereby grant to UpBOARD and its Cloud Service Provider a world-wide, royalty free, irrevocable, perpetual license to use and otherwise incorporate any Feedback in connection with the Cloud Services.
- NO WARRANTY. UpBOARD MAKES NO (AND SPECIFICALLY DISCLAIMS ALL) REPRESENTATIONS THAT THE CLOUD SERVICE WILL BE UNINTERRUPTED, ERROR- FREE OR FREE OF HARMFUL COMPONENTS OR THAT THE CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED.
- Fees. If you purchase a Subscription, you must pay all charges to your account relating to that Subscription, including applicable taxes and fees for the use of additional features not included as part of your Subscription. You will be charged in accordance with the billing terms in effect at the time of your initial purchase. If you purchase a Subscription that is charged in full on purchase, in each renewal period for that Subscription, you must pay the total cost of the next subscription period by the first day of that period. For each Subscription, your charge remains for each subscription period no matter if you access the services or Site during any subscription term. EVEN IF YOU DO NOT USE THE SUBSCRIPTION, YOU ARE RESPONSIBLE FOR SUBSCRIPTION FEES UNTIL YOU CANCEL YOUR SUBSCRIPTION OR IT IS OTHERWISE TERMINATED. For more information about canceling your Subscription, see the Termination and Cancellation section below.
- Billing. You must provide valid credit card information at the time of purchase to allow payment for the initial Membership Term of a Subscription.
For any automatically renewing Subscriptions, your Subscription will renew at the end of the initial Membership Term (the “Billing Date”) and at the end of each successive Membership Term, until you notify us that you want to terminate your Subscription under these Subscription Terms or your Subscription is otherwise terminated. If you do not notify us, your credit card will automatically be charged for the renewal term of your Subscription on your Billing Date. If your purchase date is on the 29th through 31st day of any month, your Billing Date for renewals in months with fewer days will fall on the last day of the month. UpBOARD may adjust your Billing Date in subsequent renewal periods without notice. This will be reflected by a charge to your account on a prorated basis according to the number of days that have passed since the Billing Date of your latest renewal charge. Unless UpBOARD otherwise notifies you in advance under these Subscription Terms, the renewal charge will be equal to the original purchase price for the Subscription.
You must pay UpBOARD the fees associated with your Subscription. Additional discounts may be available for members purchasing multiple months up front or as part of certain promotions.
- Notice of Automatic Renewal. We may send a reminder email to your account’s email address of record approximately one week before your Billing Date. This notice is provided only as a courtesy. UpBOARD is not obligated to provide this notice. You acknowledge that (i) your failure to read, (ii) your inability to receive, or (iii) UpBOARD’s failure to send the email creates no liability for UpBOARD or any Third-Party Service.
- Promotional Trial Memberships. We sometimes offer customers trial memberships, all of which are subject to these Terms (unless otherwise stated in the offer). AT THE END OF A TRIAL MEMBERSHIP, UNLESS OTHERWISE STATED IN THE OFFER OR YOU CANCEL BY CALLING 650.246.9554, YOUR SUBSCRIPTION WILL RENEW AUTOMATICALLY AND YOUR CREDIT CARD WILL BE CHARGED TO BEGIN YOUR INITIAL MEMBERSHIP TERM.
- General Practices. You acknowledge that UpBOARD may establish general practices and limits concerning use of its Services, including the maximum number of tools, templates, cards, boards, data, connections or assets you may access in a given period of time, the number of times (and the maximum duration for which) you may access the these or other items in a given period of time, the maximum number of days that data, schedules, calendars, or other uploaded content will be retained by other services, and the maximum storage space that will be allotted on UpBOARD’s servers on your behalf.
UpBOARD may subcontract any obligations required under a Subscription without your consent. UpBOARD is not liable for the deletion of or failure to store any content maintained or transmitted by any Subscription benefit.
- Authority to Enter Agreement. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the legal authority to bind that entity to these terms and understand that the terms “you” or “your” refer to that entity. If you do not have that authority or if you do not agree with these Terms, you may not sign up for or use any Services. If after your purchase we find that you do not have authority to bind the entity for which you ordered, you will be personally responsible for the obligations in these Terms and the order you placed, including all payment obligations. UpBOARD is not liable for any loss or damage resulting from our reliance on any communication reasonably believed by us to be genuine and originating from an authorized representative of your company. If there is reasonable doubt about the authenticity of any communication, we may, but are not obliged to, require additional authentication from your company.
- Changes to Subscriptions and Services.
- General Changes. UpBOARD may discontinue the offering of a Service, including the functionality, content, or availability of any features of Subscriptions, at any time in its sole discretion. We may also impose limits on features and services or restrict your access to all or part of the Services. However, you have the right to cancel your membership should we materially decrease benefits.
If we add new features to a Subscription, the new features will be subject to these Terms.
If you add a product or service to your Subscription, UpBOARD has the discretion to charge you a prorated portion of the costs to align your renewal date with your current subscription. UpBOARD will provide you notice before doing so.
- Fee Adjustments. UpBOARD may increase Subscription fees by notifying you of new fees at least 30 days before the beginning of a renewal term. The new fees will be effective on the first day of the renewal term. If you do not cancel your Subscription, you will be deemed to have accepted the new fees for the renewal term and subsequent renewal terms (unless the fees are increased in the same manner for a subsequent renewal term). Reductions in fees become effective on the first day of the next renewal term without a pro rata adjustment for the period covered under the prior fee schedule.
- c. Renewal Term Adjustments.UpBOARD offers Subscriptions of various lengths. UpBOARD may increase the renewal term from monthly, quarterly, or otherwise, to quarterly, annually, or otherwise at our discretion by notifying you of the new renewal term at least 30 days before the beginning of a renewal term. If you do not cancel your subscription, you will be deemed to have accepted the new renewal term moving forward (unless the renewal term is changed in the same manner for a subsequent renewal term).
- Discontinuation and Replacement of Subscriptions. Should UpBOARD cease to offer your Subscription, we can discontinue your Subscription, continue to provide it to you, or provision a replacement (similar or comparable product) at the then-current price. Additional fees may be charged for such replacement subscription. UpBOARD will notify you of new fees at least 30 days before they become effective.
- Termination or Cancellation
- UpBOARD may terminate your use of all or part of the Subscriptions or Services in its sole discretion. As your sole remedy, we will refund to you any prepaid fees specifically related to the current term of that Subscription.
- If you do not pay on the Billing Date, as described in the Billing section above, you can correct your credit card information and pay the outstanding amounts before the one-month anniversary of your Billing Date. If you have not make any payment on your Subscription by the one-month anniversary of your Billing Date, UpBOARD may suspend your service and terminate that Subscription.
- Your right to use a Subscription is subject to any limits established by UpBOARD or by your credit card issuer. If payment cannot be charged to your credit card or your charge is returned for any reason, including through a chargeback, UpBOARD may, in its sole and absolute discretion, suspend or terminate your access and account, which will terminate these Terms and our obligations under them. If a charge made to your credit card is declined, UpBOARD may make up to five attempts to bill that card over a thirty-day period.
- If you wish to reactivate your account after a termination, there will be no setup or reactivation fees. However, if your account was terminated for nonpayment, it will be reactivated only after UpBOARD receives the full amount past due. If an expired account is reactivated, the new term begins on the reactivation date.
a. You may examine these Terms for ten days after you have received them. If during this period you decide that you are not satisfied with the Subscription Terms, you may have any prepaid amounts refunded, and these Subscription Terms will be considered voided as if they had not been issued.
- You may cancel your Subscription at any time within your account settings. After you have cancelled, your Subscription will remain active until the end of then-current period.
- Services After Termination. After your Subscription is terminated or your Membership Term has ended, you will not be able to access the corresponding Subscription offerings.
- NO GUARANTEE. LAWS, REGULATIONS, AND ADMINISTRATIVE REQUIREMENTS CHANGE OFTEN, AND THEIR APPLICATION AND IMPACT VARY FROM COMPANY TO COMPANY AND INDUSTRY TO INDUSTRY. FORMS, EMAILS AND SMS TEXT MESSAGE COMMUNICATIONS ARE NOT INTENDED TO PROVIDE OR SUBSTITUTE FOR ACCOUNTING, LEGAL, BUSINESS, TAX, OR OTHER PROFESSIONAL ADVICE OR SERVICES. THEY ARE OFFERED FOR INFORMATION PURPOSES ONLY. COMPLIANCE WITH ALL LAWS AND REGULATIONS REMAINS YOUR SOLE AND ABSOLUTE RESPONSIBILITY. BEFORE TAKING ANY BUSINESS OR LEGAL ACTION BASED ON INFORMATION FROM THE SITE, YOU SHOULD CONSULT WITH A FINANCIAL OR LEGAL PROFESSIONAL TO VERIFY DEADLINES AND DETERMINE WHETHER SUCH ACTIONS ARE APPROPRIATE FOR YOU BASED ON YOUR PERSONAL OR BUSINESS NEEDS. NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, ARE GIVEN REGARDING CONSEQUENCES RESULTING FROM THE USE OF ANY SUBSCRIPTION.
- General Conditions Of Use. In addition to any applicable guidelines or policies that may govern specific components of your Subscription, you agree to comply with the following conditions in using the Site. You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages or other materials (“content”) that you upload, post, publish or display (hereinafter, “upload”) or email or otherwise transmit via the Site. UpBOARD reserves the right to investigate and take appropriate legal action against anyone who, in UpBOARD’s sole discretion, violates this provision, including without limitation, removing the offending content from the Site, suspending or terminating the account of such violators and reporting you to the law enforcement authorities. You agree to not use the Site to:
- email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; or (vii) in the sole judgment of UpBOARD, is objectionable or which restricts or inhibits any other person from using or enjoying the Site, or which may expose UpBOARD or its users to any harm or liability of any type;
- interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;
- violate any applicable local, state, national or international law, or any regulations having the force of law;
- impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- solicit personal information from anyone under the age of 18;
- harvest or collect email addresses or other contact information of other users from the Site by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
- advertise or offer to sell or buy any goods or services for any business purpose that is 6
- further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or
- obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Site.
- Copyright Complaints: UpBOARD respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify UpBOARD of your infringement claim in accordance with the procedure set forth below.
UpBOARD will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to UpBOARD’s Copyright Agent at www.movestheneedle.com/legal/, the com (Subject line: “DMCA Takedown Request”). You may also contact us by mail at:
1547 Palos Verdes Mall, #144
Walnut Creek, CA 94597
To be effective, the notification must be in writing and contain the following information:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- a description of the copyrighted work or other intellectual property that you claim has been infringed;
- a description of where the material that you claim is infringing is located on the Site, with enough detail that we may find it on the Site;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
- a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
- Indemnity and Release.
You agree to release, indemnify and hold UpBOARD and its affiliates and their officers, employees, directors and agents harmless from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Site or any related information, any User Content, your violation of these Terms or your violation of any rights of another. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
- Disclaimer of Warranties
YOUR USE OF THE SITE AND SERVICES IS AT YOUR SOLE RISK. THE SITE AND SERVICES IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. UpBOARD EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
UpBOARD MAKES NO WARRANTY THAT (I) THE SITE OR ANY SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE.
- Limitation of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT UpBOARD WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF UpBOARD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SITE OR ANY SERVICES; (II) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (III) STATEMENTS OR CONDUCT OF ANY THIRD PARTY (INCLUDING USERS) ON THE SITE; OR (IV) ANY OTHER MATTER RELATING TO THE SITE AND SERVICES. IN NO EVENT WILL UpBOARD’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED ONE HUNDRED DOLLARS ($100).
- Dispute Resolution By Binding Arbitration: PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
Agreement to Arbitrate
This Dispute Resolution by Binding Arbitration section is referred to in this Terms as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and UpBOARD, whether arising out of or relating to this Terms (including any alleged breach thereof), the Site, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Notwithstanding the foregoing, UpBOARD may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction. You agree that, by entering into this Terms, you and UpBOARD are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND UpBOARD AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND UpBOARD AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S).
UpBOARD is always interested in resolving disputes amicably and efficiently, and most user concerns can be resolved quickly and to the user’s satisfaction by emailing us at firstname.lastname@example.org.
Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Unless UpBOARD and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA.
Costs of Arbitration
Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement.
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of the Terms will continue to apply.
Notwithstanding the foregoing, either you or UpBOARD may bring an individual action in small claims court. Such claims shall be exclusively brought in the state or federal courts located in San Diego County, California. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in San Diego County, California, in order to maintain the status quo pending arbitration, and each party hereby agrees to submit to the exclusive personal jurisdiction of the courts located within San Diego County, California, for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate.
- Miscellaneous Terms
These Terms constitute the entire agreement between you and UpBOARD and govern your use of the Services, the Site and your Subscription superseding any prior agreements between you and UpBOARD with respect to the Site. These Terms will be governed by the laws of the State of California without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and UpBOARD agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within San Diego County, California. The failure of UpBOARD to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign this Terms without the prior written consent of UpBOARD, but UpBOARD may assign or transfer this Terms, in whole or in part, without restriction. The section titles in these Terms are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Site may also provide notices to you of changes to these Terms or other matters by displaying notices or links to notices generally on the Site
We reserve the right, at our sole discretion, to change or modify portions of these Terms at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Site or changes made for legal reasons will be effective immediately. Your continued use of the Site after the date any such changes become effective constitutes your acceptance of the new Terms.