Upskew Pty. Ltd.

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Terms of service

The following terms and conditions govern all use of the Upskew.com website and all content, services, and products available at or through the website, except for Encode for iOS, which is governed by the license agreement available at https://www.apple.com/legal/internet-services/itunes/appstore/dev/stdeula/ (taken together, our Services). Our Services are offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, Upskew Pty. Ltd.'s Privacy Policy and procedures that may be published from time to time by Upskew Pty. Ltd. (collectively, the "Agreement"). Your agreement is with Upskew Pty. Ltd. (each, "Upskew Pty. Ltd." or "we"). Please read this Agreement carefully before accessing or using our Services. By accessing or using any part of our services, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access or use any of our services. If these terms and conditions are considered an offer by Upskew Pty. Ltd., acceptance is expressly limited to these terms. Our Services are not directed to children younger than 13, and access and use of our Services is only offered to users 13 years of age or older. If you are under 13 years old, please do not register to use our Services. Any person who registers as a user or provides their personal information to our Services represents that they are 13 years of age or older.

1. Content Posted on Other Websites.

We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which Upskew Pty. Ltd. links, and that link to Upskew Pty. Ltd.. Upskew Pty. Ltd. does not have any control over those non-Upskew Pty. Ltd. websites, and is not responsible for their contents or their use. By linking to a non-Upskew Pty. Ltd. website, Upskew Pty. Ltd. does not represent or imply that it endorses such website. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Upskew Pty. Ltd. disclaims any responsibility for any harm resulting from your use of non-Upskew Pty. Ltd. websites and webpages.

2. Intellectual Property.

This Agreement does not transfer from Upskew Pty. Ltd. to you any Upskew Pty. Ltd. or third party intellectual property, and all right, title, and interest in and to such property will remain (as between the parties) solely with Upskew Pty. Ltd.. Your use of our Services grants you no right or license to reproduce or otherwise use any Upskew Pty. Ltd. or third-party trademarks.

3. Changes.

We are constantly updating our Services, and that means sometimes we have to change the legal terms under which our Services are offered. If we make changes that are material, we will let you know by posting on one of our blogs, or by posting on one of our social media channels, or by sending you an email or other communication before the changes take effect. The notice will designate a reasonable period of time after which the new terms will take effect. If you disagree with our changes, then you should stop using our Services within the designated notice period. Your continued use of our Services will be subject to the new terms. However, any dispute that arose before the changes shall be governed by the Terms (including the binding individual arbitration clause) that were in place when the dispute arose.

4. Termination.

Upskew Pty. Ltd. may terminate your access to all or any part of our Services at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement, you may simply discontinue using our Services. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

5. Limitation of Liability.

In no event will Upskew Pty. Ltd., or its suppliers or licensors, be liable with respect to any subject matter of this Agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to Upskew Pty. Ltd. under this agreement during the twelve (12) month period prior to the cause of action. Upskew Pty. Ltd. shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.

6. General Representation and Warranty.

You represent and warrant that (i) your use of our Services will be in strict accordance with the Upskew Pty. Ltd. Privacy Policy, with this Agreement, and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) your use of our Services will not infringe or misappropriate the intellectual property rights of any third party.

7. Economic Sanctions.

You expressly represent and warrant that your use of our Services and or associated services and products is not contrary to applicable Sanctions. Such use is prohibited, and Upskew Pty. Ltd. reserve the right to terminate your access to our Services in the event of a breach of this condition.

8. Indemnification.

You agree to indemnify and hold harmless Upskew Pty. Ltd., its contractors, and its licensors, and their respective directors, officers, employees, and agents from and against any and all claims and expenses, including lawyers' fees, arising out of your use of our Services, including but not limited to your violation of this Agreement.

9. Miscellaneous.

This Agreement constitutes the entire agreement between Upskew Pty. Ltd. and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of Upskew Pty. Ltd., or by the posting by Upskew Pty. Ltd. of a revised version. Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of our Services will be governed by the laws of the state of Victoria and the laws of Australia. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; Upskew Pty. Ltd. may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.

Note

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