Upskew Pty. Ltd.

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Terms of service

This is a binding contract ("Terms") between you and Upskew Pty. Ltd. ("we," "us," "our," "Upskew Pty. Ltd."). These Terms govern your access to and use of any of the sites, apps, products, or services ("Services") we offer.

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”). You agree that we may automatically upgrade our Services, and the Agreement will apply to any upgrades.

Our Services may be made available via an app provider such as the Apple App Store or Google Play ("App Provider").

Please read the Agreement carefully before accessing or using our Services. By accessing or using any part of our Services, you agree to become bound by the Agreement. If you do not agree to all the terms of the Agreement, then you may not access or use our Services.

Minimum Age Requirements.

Our Services are not directed to children. Access to and use of our Services is only for those over the age of 13 (or 16 in the European Union). If you are younger than this, you may not register for or 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 (or 16 years or older in the European Union).

Our Intellectual Property.

The Services and all materials contained therein, including, without limitation, logos, and all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement thereof (collectively, the "Upskew Pty. Ltd. Materials") are the property of Upskew Pty. Ltd. or its licensors or users and are protected by U.S. and international intellectual property laws, unless otherwise noted in the Upskew. Pty. Ltd. Materials.

You are granted a personal, limited, non-sublicensable, non-exclusive, revocable license ("License") to access and use Upskew Pty. Ltd. Materials.

Except as you may be expressly permitted by this Agreement, you may not use, modify, adapt, reformat, download, upload, post, reproduce, broadcast, publish, display, perform, transfer or redistribute any Materials in any form, format or media or by means of any technology without obtaining the prior written authorization of Upskew Pty Ltd. and any other owner of the Intellectual Property Rights in such Materials.

Trademarks, service marks, graphics and logos used in connection with the Services may be the trademarks of other Upskew Pty. Ltd. or third parties. Your use of the Services grants you no right or license to reproduce or otherwise use any Upskew Pty. Ltd. or third-party trademarks.

App Store Terms.

The following terms and conditions only apply to you if you are using an app by Upskew Pty. Ltd. made available using the Apple App Store ("Licensed Application"). Upskew Pty. Ltd. and you acknowledge that these Terms are between you and Upskew Pty. Ltd., not Apple and that Apple is not responsible for the Licensed Application and the content thereof. The License granted to you to use the Licensed Application must comply with the App Store Terms of Service. The Licensed Application shall only be used on Apple-branded Products that you own or control. Upskew Pty. Ltd. is solely responsible for providing any maintenance and support services as specified in the Terms, or as required under applicable law. Upskew Pty. Ltd. and you acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Licensed Application. Upskew Pty. Ltd. is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Licensed Application to conform to any applicable warranty, the you may notify Apple, and Apple will refund the purchase price for the Licensed Application to that you; and that, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Licensed Application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Upskew Pty. Ltd. per our Terms. Upskew Pty. Ltd. and you acknowledge that Upskew Pty. Ltd., not Apple, is responsible for addressing any claims of the you or any third party relating to the Licensed Application or your possession and/or use of that Licensed Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Licensed Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation. Upskew Pty. Ltd. and you acknowledge that, in the event of any third party claim that the Licensed Application or your possession and use of that Licensed Application infringes that third party’s intellectual property rights, Upskew Pty. Ltd., not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms, and that, upon your acceptance of the terms and conditions of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms against you as a third party beneficiary thereof.

Termination.

We 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 the Agreement you may simply discontinue using our Services.

All provisions of the Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

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.

Prohibited Use.

You agree not to modify, decompile, reverse engineer or otherwise alter or seek to derive the trade secrets and other inherent intellectual property of Upskew Pty Ltd; or License, sublicense, sell, resell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit or make Upskew Pty. Ltd. intellectual property available to any third party.

Changes.

We are constantly updating our Services and that means sometimes we have to change the legal terms under which our Services are offered. These Terms 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. If we make changes that are material, we will let you know by posting on one of our blogs, 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, or once the changes become effective. 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 that were in place when the dispute arose.

Disclaimer of Warranties.

To the maximum extent permitted by laws, our Services are provided “as is.” Upskew Pty. Ltd. and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Upskew Pty. Ltd., nor its suppliers and licensors, makes any warranty that our Services will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, our Services at your own discretion and risk.

Limitation of Liability.

UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL Upskew Pty Ltd.. BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES THAT ARISE FROM LOSS OF ANTICIPATED REVENUE, LOSS OF INFORMATION OR MATERIAL OF ANY KIND, LOST PROFITS, LOSS OF BUSINESS AND INJURY TO PROPERTY, EVEN IF Upskew Pty Ltd. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) THAT ARISE IN CONNECTION WITH OR RESULT FROM YOUR USE OF OR INABILITY TO USE THE SOFTWARE INCLUDING, BUT NOT LIMITED TO, YOUR RELIANCE ON ANY MATERIALS, CONTENT, INFORMATION, WEBSITES, SOFTWARE OR PRODUCTS OBTAINED IN THE SOFTWARE, OR MISTAKES, OMISSIONS, INTERRUPTIONS, COMMUNICATIONS FAILURE, DELETION OF FILES OR E-MAIL, ERRORS, DEFECTS, VIRUSES, TROJAN HORSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, OR THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO YOUR RECORDS, PROGRAMS, WEBSITES OR SOFTWARE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, AND IN SUCH STATES Upskew Pty Ltd.'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

If, notwithstanding the foregoing, Upskew Pty Ltd. were to be held liable for damages, then regardless of the form of action (whether in contract, tort, breach of warranty or otherwise), in no event shall the maximum liability of Upskew Pty Ltd. and the parties described in the next sentence (Upskew Pty Ltd.'s "Related Parties") exceed, either jointly or severally, the aggregate dollar amount paid by you to Upskew Pty Ltd. in the twelve (12) months prior to the claimed injury or damage. All of the provisions of this section are also for the benefit of Upskew Pty Ltd.'s directors, officers, shareholders, employees, affiliates, agents, third-party content providers, licensors and the like, and anyone else involved in creating, producing or distributing the software, and each shall have the right to assert and enforce the provisions directly on their own behalf.

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 losses, liabilities, demands, damages, costs, claims, and expenses, including attorneys’ fees, arising out of or related to your use of our Services, including but not limited to your violation of the Agreement.

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.

Sanctions and Legal Compliance.

You expressly represent and warrant that your use of our Services and/or associated services and products is not contrary to applicable U.S. Sanctions or Embargo. Such use is prohibited, and we reserve the right to terminate accounts or access of those in the event of a breach of this condition.

Fees, Payment, and Renewal.

Some of our Services are offered for a fee. By using a Paid Service, you agree to pay the specified fees (for example, fees associated with specific features, such as Recurring Payments). Depending on the Paid Service, there may be a one-time fee or recurring fees. If the Paid Service incurs a recurring fee ("Subscription") in our app, the App Provider will bill or charge you in regular automatically-renewing intervals (such as monthly, annually, or biennially), on a pre-pay basis until you cancel.

You can manage and cancel your Subscription by going to your account settings in the App Provider after purchase. For example, Google Play users can follow instructions at https://support.google.com/googleplay/answer/7018481 and Apple App Store users can follow instructions at https://support.apple.com/en-us/HT202039 to cancel their Subscription. Subscription automatically renews unless it is canceled at least 24 hours before the end of the current period. Your billing account on the App Provider will be charged for renewal within 24 hours prior to the end of the current period.

Paid Service is tied to your App Provider account and is only valid on your devices which are under your same App Provider account.

Miscellaneous.

The Agreement constitutes the entire agreement between Upskew Pty Ltd. and you concerning the subject matter hereof. If any part of the 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 the 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 the 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 the Agreement without condition. The Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.

Note

The terms of service above is made available under a Creative Commons Sharealike 4.0 license, based on work by Automattic via Legalmattic.