TERMS AND CONDITIONS OF USE
Acceptance of Terms
These terms and conditions outline the rules and regulations for the use of UPXCEL'S Website. By accessing this website you accept these terms and conditions in full. Do not continue to use UPXCEL'S website if you do not accept all of the terms and conditions stated on this page.
The following terminology applies to these Terms and Conditions, Privacy Statement and Disclaimer Notice and any or all Agreements: "Client", “You” and “Your” refers to you, the person accessing this website and accepting the Company’s terms and conditions. "The Company", “Ourselves”, “We”, “Our” and "Us", refers to our Company. “Party”, “Parties”, or “Us”, refers to both the Client and ourselves, or either the Client or ourselves. All terms refer to the offer, acceptance and consideration of payment necessary to undertake the process of our assistance to the Client in the most appropriate manner, whether by formal meetings of a fixed duration, or any other means, for the express purpose of meeting the Client’s needs in respect of provision of the Company’s stated services/products, in accordance with and subject to, prevailing law of Canada. Any use of the above terminology or other words in the singular, plural, capitalization and/or he/she or they, are taken as interchangeable and therefore as referring to same.
By using this website [and by agreeing to these terms and conditions] you warrant and represent that you are not a minor. A "minor" is a person under the legal age of full responsibility and has not reached the age of majority in a jurisdiction were the website is being accessed. You as parents and/or legal guardians, who permit a minor to use UPXCEL Website and/or any UPXCEL services, accept and acknowledge that the minor has permission to access UPXCEL entire Website and any UPXCEL services, including without limitation to email, phone call. You also accept that, as a Parent and/or legal guardian you accept and acknowledge that, it is your responsibility to determine whether use of the UPXCEL services and/or content transmitted through the UPXCEL services is appropriate for a minor.
License to use website
Unless otherwise stated, UPXCEL and/or its licensors own the intellectual property rights in the website and material on the website. Subject to the license below, all these intellectual property rights are reserved
You may view, download for caching purposes only, and print pages [or [OTHER CONTENT]] from the website for your own personal use, subject to the restrictions set out below and elsewhere in these terms and conditions.
You must not:
- republish material from this website (including republication on another website);
- sell, rent or sub-license material from the website;
- show any material from the website in public;
- reproduce, duplicate, copy or otherwise exploit material on this website for a commercial purpose;
- edit or otherwise modify any material on the website; or
- redistribute material from this website [except for content specifically and expressly made available for redistribution.
Where content is specifically made available for redistribution, it may only be redistributed within your organization.
You must not use this website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
You must not use this website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.
You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to this website without UPXCEL'S express written consent.
You must not use this website to transmit or send unsolicited commercial communications.
You must not use this website for any purposes related to marketing without UPXCEL'S express written consent.
This Agreement shall begin on the date hereof.
Certain parts of this website offer the opportunity for users to post and exchange opinions, information, material and data ('Comments') in areas of the website. UPXCEL does not screen, edit, publish or review Comments prior to their appearance on the website and Comments do not reflect the views or opinions of UPXCEL, its agents or affiliates. Comments reflect the view and opinion of the person who posts such view or opinion. To the extent permitted by applicable laws UPXCEL shall not be responsible or liable for the Comments or for any loss cost, liability, damages or expenses caused and or suffered as a result of any use of and/or posting of and/or appearance of the Comments on this website.
UPXCEL reserves the right to monitor all Comments and to remove any Comments which it considers in its absolute discretion to be inappropriate, offensive or otherwise in breach of these Terms and Conditions.
You warrant and represent that:
You are entitled to post the Comments on our website and have all necessary licenses and consents to do so;
The Comments do not infringe any intellectual property right, including without limitation copyright, patent or trademark, or other proprietary right of any third party;
The Comments do not contain any defamatory, libelous, offensive, indecent or otherwise unlawful material or material which is an invasion of privacy
The comments will not defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others.
The Comments will not be used to solicit or promote business or custom or present commercial activities or unlawful activity.
You hereby grant to UPXCEL a non-exclusive royalty-free license to use, reproduce, edit and authorize others to use, reproduce and edit any of your Comments in any and all forms, formats or media.
Hyperlinking to our Content
The following organizations may link to our Web site without prior written approval:
Online directory distributors when they list us in the directory may link to our Web site in the same manner as they hyperlink to the Web sites of other listed businesses; and System wide Accredited Businesses except soliciting non-profit organizations, charity shopping malls, and charity fundraising groups which may not hyperlink to our Web site.
These organizations may link to our home page, to publications or to other Web site information so long as the link: (a) is not in any way misleading; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products or services; and (c) fits within the context of the linking party's site.
We may consider and approve in our sole discretion other link requests from the following types of organizations:
educational institutions and trade associations.
We will approve link requests from these organizations if we determine that: (a) the link would not reflect unfavorably on us or our accredited businesses (for example, trade associations or other organizations representing inherently suspect types of business, such as work-at-home opportunities, shall not be allowed to link); (b)the organization does not have an unsatisfactory record with us; (c) the benefit to us from the visibility associated with the hyperlink outweighs the absence of UPXCEL; and (d) where the link is in the context of general resource information or is otherwise consistent with editorial content in a newsletter or similar product furthering the mission of the organization.
These organizations may link to our home page, to publications or to other Web site information so long as the link: (a) is not in any way misleading; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and it products or services; and (c) fits within the context of the linking party's site.
If you are among the organizations listed in paragraph 2 above and are interested in linking to our website, you must notify us by sending an e-mail to [email protected] Please include your name, your organization name, contact information (such as a phone number and/or e-mail address) as well as the URL of your site, a list of any URLs from which you intend to link to our Web site, and a list of the URL(s) on our site to which you would like to link. Allow 2-3 weeks for a response.
Approved organizations may hyperlink to our Web site as follows:
By use of our corporate name; or
By use of the uniform resource locator (Web address) being linked to; or
By use of any other description of our Web site or material being linked to that makes sense within the context and format of content on the linking party's site.
No use of (cname)’s logo or other artwork will be allowed for linking absent a trademark license agreement
Without prior approval and express written permission, you may not create frames around our Web pages or use other techniques that alter in any way the visual presentation or appearance of our Web site.
Restricted access[Access to certain areas of this website is restricted.] UPXCEL reserves the right to restrict access to [other] areas of this website, or indeed this entire website, at UPXCEL'S discretion.
If UPXCEL provides you with a user ID and password to enable you to access restricted areas of this website or other content or services, you must ensure that the user ID and password are kept confidential.
UPXCEL may disable your user ID and password in UPXCEL'S sole discretion without notice or explanation.
In these terms and conditions, “your user content” means material (including without limitation text, images, audio material, video material and audio-visual material) that you submit to this website, for whatever purpose.
You grant to UPXCEL a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate and distribute your user content in any existing or future media. You also grant to UPXCEL the right to sub-license these rights, and the right to bring an action for infringement of these rights.
Your user content must not be illegal or unlawful, must not infringe any third party's legal rights, and must not be capable of giving rise to legal action whether against you or UPXCEL or a third party (in each case under any applicable law).
You must not submit any user content to the website that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.
You must not post, upload, publish, disseminate or distribute any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.
UPXCEL reserves the right to edit or remove any material submitted to this website, or stored on UPXCEL'S servers, or hosted or published upon this website.
[Notwithstanding UPXCEL'S rights under these terms and conditions in relation to user content, UPXCEL does not undertake to monitor the submission of such content to, or the publication of such content on, this website.
We shall have no responsibility or liability for any content appearing on your Web site. You agree to indemnify and defend us against all claims arising out of or based upon your Website. No link(s) may appear on any page on your Web site or within any context containing content or materials that may be interpreted as libelous, obscene or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third party rights.
Reservation of Rights
We reserve the right at any time and in its sole discretion to request that you remove all links or any particular link to our Web site. You agree to immediately remove all links to our Web site upon such request. We also reserve the right to amend these terms and conditions and its linking policy at any time. By continuing to link to our Web site, you agree to be bound to and abide by these linking terms and conditions.
Removal of links from our website
If you find any link on our Web site or any linked web site objectionable for any reason, you may contact us about this. We will consider requests to remove links but will have no obligation to do so or to respond directly to you.
Whilst we endeavour to ensure that the information on this website is correct, we do not warrant its completeness or accuracy; nor do we commit to ensuring that the website remains available or that the material on the website is kept up to date
This website is provided “as is” without any representations or warranties, express or implied. UPXCEL makes no representations or warranties in relation to this website or the information and materials provided on this website.
Without prejudice to the generality of the foregoing paragraph, UPXCEL does not warrant that:
- this website will be constantly available, or available at all; or
- the information on this website is complete, true, accurate or non-misleading.
Nothing on this website constitutes, or is meant to constitute, advice of any kind. If you require advice in relation to any legal, financial or medical matter you should consult an appropriate professional.
Limitations of liability
UPXCEL will not be liable to you (whether under the law of contact, the law of torts or otherwise) in relation to the contents of, or use of, or otherwise in connection with, this website:
- to the extent that the website is provided free-of-charge, for any direct loss;
- for any indirect, special or consequential loss; or
- for any business losses, loss of revenue, income, profits or anticipated savings, loss of contracts or business relationships, loss of reputation or goodwill, or loss or corruption of information or data.
These limitations of liability apply even if UPXCEL has been expressly advised of the potential loss.
To the maximum extent permitted by applicable law, we exclude all representations, warranties and conditions relating to our website and the use of this website (including, without limitation, any warranties implied by law in respect of satisfactory quality, fitness for purpose and/or the use of reasonable care and skill). Nothing in this disclaimer will:
limit or exclude our or your liability for death or personal injury resulting from negligence;
limit or exclude our or your liability for fraud or fraudulent misrepresentation;
limit any of our or your liabilities in any way that is not permitted under applicable law; or
exclude any of our or your liabilities that may not be excluded under applicable law.
The limitations and exclusions of liability set out in this Section and elsewhere in this disclaimer: (a) are subject to the preceding paragraph; and (b) govern all liabilities arising under the disclaimer or in relation to the subject matter of this disclaimer, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty.
To the extent that the website and the information and services on the website are provided free of charge, we will not be liable for any loss or damage of any nature.
By using this website, you agree that the exclusions and limitations of liability set out in this website disclaimer are reasonable.
If you do not think they are reasonable, you must not use this website.
You accept that, as a limited liability entity, UPXCEL has an interest in limiting the personal liability of its officers and employees. You agree that you will not bring any claim personally against UPXCEL'S officers or employees in respect of any losses you suffer in connection with the website.
Without prejudice to the foregoing paragraph,] you agree that the limitations of warranties and liability set out in this website disclaimer will protect UPXCEL'S officers, employees, agents, subsidiaries, successors, assigns and sub-contractors as well as UPXCEL.
If any provision of this website disclaimer is, or is found to be, unenforceable under applicable law, that will not affect the enforceability of the other provisions of this website disclaimer.
You hereby indemnify UPXCEL and undertake to keep UPXCEL indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by UPXCEL to a third party in settlement of a claim or dispute on the advice of UPXCEL'S legal advisers) incurred or suffered by UPXCEL arising out of any breach by you of any provision of these terms and conditions[, or arising out of any claim that you have breached any provision of these terms and conditions].
Intellectual Property Rights
Neither you nor anyone acting on your behalf, including your employees, acquire any intellectual property or other proprietary rights, including patents, designs, trademarks, copyright or trade-secrets, relating to the contents of this site, including without limitation, software and information, except as otherwise expressly specified in an appropriate license or other mutually agreed upon, written agreement that you may have with UPXCEL. Any grants not expressly granted herein are reserved.
All contents of this site are © 2015 - 2016 UPXCEL Limited. All rights reserved.
UPXCEL, and related trademarks, names and logos are the property of UPXCEL and are registered and/or used in Canada and countries around the world.
Breaches of these terms and conditions
Without prejudice to UPXCEL'S other rights under these terms and conditions, if you breach these terms and conditions in any way, UPXCEL may take such action as UPXCEL deems appropriate to deal with the breach, including suspending your access to the website, prohibiting you from accessing the website, blocking computers using your IP address from accessing the website, contacting your internet service provider to request that they block your access to the website and/or bringing court proceedings against you.
UPXCEL may revise these terms and conditions from time-to-time. Revised terms and conditions will apply to the use of this website from the date of the publication of the revised terms and conditions on this website. Please check this page regularly to ensure you are familiar with the current version.
UPXCEL may transfer, sub-contract or otherwise deal with UPXCEL'S rights and/or obligations under these terms and conditions without notifying you or obtaining your consent.
You may not transfer, sub-contract or otherwise deal with your rights and/or obligations under these terms and conditions.
If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
These terms and conditions [DOCUMENTS] constitute the entire agreement between you and UPXCEL in relation to your use of this website, and supersede all previous agreements in respect of your use of this website.
Law and jurisdiction
These terms and conditions will be governed by and construed in accordance with [GOVERNING LAW], and any disputes relating to these terms and conditions will be subject to the [non-]exclusive jurisdiction of the courts of [JURISDICTION].
The full UPXCEL of UPXCEL is FULL UPXCEL.
You can contact UPXCEL by email to [email protected]
Credit: This Terms and conditions page was created at termsandconditionstemplate.com
About these website terms and conditions: These website terms and conditions are based on a free Contractology form available at www.freenetlaw.com. Contractology supply contract templates and other legal documents, including software license agreement templates, to businesses worldwide.