User Agreement

Welcome, and thanks for using Upgrademe Inc.! When you use our products and services, you're agreeing to our terms, so please read over the User Agreement below.

Note: You are concluding a legally binding agreement.

Last revised on February 6, 2014

Introduction

Purpose

The mission of Upgrademe, Inc (the Company) is to enable users to achieve their educational and career goals. To achieve this mission, we make services available through our website Upgrademe Inc. (the Website) and mobile applications, to help you find the right educational and professional resources to up-grade your skills and create new opportunities. We create learning and employment opportunities for you by identifying and helping you connect with best fit online as well as offline educational resources through our use of big-data technology, Artificial intelligence and personalized recommendations.

Scope and Intent

You agree that by registering on Upgrademe Inc., or by using our website, including our mobile applications, premium services, or other information provided as part of the Upgrademe Inc. services (collectively "Upgrademe" or the "Services"), you are entering into a legally binding agreement with Upgrademe, Inc, Santa Clara, CA, USA based on the terms of this User Agreement and the Upgrademe Privacy Policy, which is hereby incorporated by reference (collectively referred to as the "Agreement") and becoming an Upgrademe user ("User").

If you are using the Website on behalf of a company or other legal entity, you are nevertheless individually bound by this Agreement even if your company has a separate agreement with us. If you do not want to register an account and become an Upgrademe User, do not access, view, download or otherwise use any Company webpage, information or services. By using the Company Services you acknowledge that you have read and understood the terms and conditions of this Agreement and that you agree to be bound by all of its provisions.

Please note that the Upgrademe User Agreement and Privacy Policy are also collectively referred to as Upgrademe's "Terms of Service."

Your obligations

Applicable laws and this Agreement

You must comply with all applicable laws, the Agreement, as may be amended from time to time with or without advance notice, and the policies and processes explained in the following sections: Upgrademe's Privacy Policy.

License and warranty for your submissions to Upgrademe

You own the information you provide the Company under this Agreement, and may request its deletion at any time, unless you have shared information or content with others and they have not deleted it, or it was copied or stored by other users. Additionally, you grant the Company a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicenseable, fully paid up and royalty-free right to copy, prepare derivative works of, improve, distribute, publish, remove, retain, add, process, analyze, use and commercialize, in any way now known or in the future discovered, any information you provide, directly or indirectly to Upgrademe, including, but not limited to, any user generated content, ideas, concepts, techniques or data to the services, you submit to Upgrademe, without any further consent, notice and/or compensation to you or to any third parties. Any information you submit to us is at your own risk of loss as noted in Sections 2 and 3 of this Agreement.

By providing information to us, you represent and warrant that you are entitled to submit the information and that the information is accurate, not confidential, and not in violation of any contractual restrictions or other third party rights. It is your responsibility to keep your Upgrademe Inc. profile information accurate and updated.

Service Eligibility

To be eligible to use the Service, you must meet the following criteria and represent and warrant that you: (1) are 13 years of age or older; (2) are not currently restricted from the Services, or not otherwise prohibited from having an Upgrademe Inc. account, (3) are not a competitor of Upgrademe or are not using the Services for reasons that are in competition with the Company; (4) will only maintain one Upgrademe Inc. account at any given time; (5) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party; (6) will not violate any rights of Upgrademe, including intellectual property rights such as copyright or trademark rights; and (7) agree to provide at your cost all equipment, software, and internet access necessary to use the Services.

Sign-In Credentials

You agree to: (1) Keep your password secure and confidential; (2) not permit others to use your account; (3) refrain from using other Users" accounts; (4) refrain from selling, trading, or otherwise transferring your Upgrademe Inc. account to another party; and (5) refrain from charging anyone for access to any portion of Upgrademe Inc., or any information therein. Further, you are responsible for anything that happens through your account until you close down your account or prove that your account security was compromised due to no fault of your own. To close your account, please visit Upgrademe's customer service site.

Indemnification

You indemnify us and hold us harmless for all damages, losses and costs (including, but not limited to, reasonable attorneys’ fees and costs) related to all third party claims, charges, and investigations, caused by (1) your failure to comply with this Agreement, including, without limitation, your submission of content that violates third party rights or applicable laws, (2) any content you submit to the Services, and (3) any activity in which you engage on or through Upgrademe Inc..

Payment

If you purchase any paid services that we offer for a fee, either on a one-time or subscription basis ("Paid Services and Products"), you agree to Upgrademe storing your payment information. You also agree to pay the applicable fees for the Paid Services and Products (including, without limitation, periodic fees for premium accounts) as they become due plus all related taxes, and to reimburse us for all collection costs and interest for any overdue amounts. Failure to pay may result in the termination of your subscription or service. Depending on where you transact with us, the type of payment method used and where your payment method was issued, your transaction with us may be subject to foreign exchange fees or differences in prices, including fees because of exchange rates. Upgrademe does not support all payment methods, currencies or locations for payment. If the payment method you use with us, such as a credit card, reaches its expiration date and you do not edit your payment method information or cancel your account or such Paid Services and Products, you authorize us to continue billing that payment method and you remain responsible for any uncollected amounts. Your obligation to pay fees continues through the end of the subscription period during which you cancel your subscription or services. All applicable taxes are calculated based on the billing information you provide us at the time of purchase. You may cancel or suspend your Paid Services and Products here.

Upgrademe does not guarantee refunds for lack of usage or dissatisfaction. Upgrademe does not provide refunds on any fees or charges related to your Paid Services and Products, including partially used periods or services. An exception we may consider is providing a refund when we’ve updated your payment information and there are good reasons to believe that you didn’t intend for an update to be made.

Also, under the laws applicable in your jurisdiction, you may qualify for a refund if you request it during a short period of time after the beginning of your subscription. For example, citizens of the European Union are entitled to a full refund during the 14 days after the subscription begins. Please note that this 14-day period begins when the subscription service starts. In the event of a free trial promotion, it happens before you are first charged and there may be no fees paid to be refunded.

You also acknowledge that all Upgrademe Paid Services and Products are subject to this Agreement and any additional terms related to the provision of the paid service.

Notify us of acts contrary to the Agreement

If you believe that you are entitled or obligated to act contrary to this Agreement under any mandatory law, you agree to provide us with detailed and substantiated explanation of your reasons in writing at least 30 days before you act contrary to this Agreement, to allow us to assess whether we may, at our sole discretion, provide an alternative remedy for the situation, though we are under no obligation to do so.

Notifications and Service Messages

For purposes of service messages and notices about the Services to you, Upgrademe Inc. may place a banner notice across its pages to alert you to certain changes such as modifications to this Agreement. Alternatively, notice may consist of an email from Upgrademe to an email address associated with your account, even if we have other contact information. You also agree that the Company may communicate with you through your Upgrademe Inc. account or through other means including email, mobile number, telephone, or delivery services including the postal service about your account or Services. Please review your Settings to control what kind of messages you receive from Upgrademe Inc.. You acknowledge and agree that we shall have no liability associated with or arising from your failure to do so, maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Service.

Upgrademe Applications

Upgrademe may offer Services through applications built using Upgrademe's platform ("Upgrademe Applications"). Examples of Upgrademe Applications may include smart phone applications (Upgrademe for Blackberry or Upgrademe for iPhone), and Upgrademe's "Share" buttons and other interactive plugins distributed on websites across the web. Upgrademe Applications are distinct from third party Platform Applications addressed in Section 4.B. If you use an Upgrademe Application or interact with a website that has deployed a plugin, you agree that information about you and your use of the Services, including, but not limited to, your device, your mobile carrier, your internet access provider, your physical location, and/or web pages containing Upgrademe plugins that load in your browser may be communicated to us. Further, by importing any of your Upgrademe data through the Upgrademe Application, you represent that you have authority to share the transferred data with your mobile carrier or other access provider. In the event you change or deactivate your mobile account, you must promptly update your Upgrademe account information to ensure that your messages are not sent to the person that acquires your old number and failure to do so is your responsibility. You acknowledge you are responsible for all charges and necessary permissions related to accessing Upgrademe through your mobile access provider. Therefore, you should check with your provider to find out if the Services are available and the terms for these services for your specific mobile devices.

Finally, by using any downloadable application to enable your use of the Services, you are explicitly confirming your acceptance of the terms of the End User License Agreement associated with the application provided at download or installation, or as may be updated from time to time.

User-to-User Communication and Sharing (Upgrademe Inc. Groups, Answers, Updates, Company Pages, etc.)

Upgrademe offers various forums such as Upgrademe Inc. Groups, Answers, and Network Updates, where you can post your observations and comments on designated topics. Upgrademe Inc. also enables sharing of information by allowing users to post updates, including links to news articles and other information such as job opportunities, product recommendations, and other content to their profile and other parts of the site, such as Upgrademe Inc. Groups and Upgrademe Inc. Company Pages.

Please note that ideas you post and information you share may be seen and used by other Users, and Upgrademe cannot guarantee that other Users will not use the ideas and information that you share on Upgrademe Inc.. Therefore, if you have an idea or information that you would like to keep confidential and/or don’t want others to use, or that is subject to third party rights that may be infringed by your sharing it, do not post it to any Upgrademe Inc. Group, into your Network Updates, or elsewhere on Upgrademe Inc.. Upgrademe IS NOT RESPONSIBLE FOR A USER’S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION YOU POST IN ANY Upgrademe COMMUNITY FORUMS SUCH AS THE Upgrademe Inc. BLOG, GROUPS OR ANSWERS.

Privacy

You should carefully read our full Privacy Policy before deciding to become a User as it is hereby incorporated into this Agreement by reference, and governs our treatment of any information, including personally identifiable information you submit to us. Please note that certain information, statements, data, and content (such as photographs) which you may submit to Upgrademe Inc., or groups you choose to join might, or are likely to, reveal your gender, ethnic origin, nationality, age, and/or other personal information about you. You acknowledge that your submission of any information, statements, data, and content to us is voluntary on your part.

Export Control

Your use of Company Services, including our software, is subject to export and re-export control laws and regulations, including the Export Administration Regulations ("EAR") maintained by the United States Department of Commerce and sanctions programs maintained by the Treasury Department's Office of Foreign Assets Control. You shall not — directly or indirectly — sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end-user without obtaining the required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving US origin products, including services or software.

Contributions to Upgrademe

By submitting ideas, suggestions, documents, and/or proposals ("Contributions") to Upgrademe through its suggestion or feedback webpages, you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) Upgrademe is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) Upgrademe shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) Upgrademe may have something similar to the Contributions already under consideration or in development; (e) you irrevocably assign to Upgrademe all rights to your Contributions; and (f) you are not entitled to any compensation or reimbursement of any kind from Upgrademe under any circumstances.

Your rights

On the condition that you comply with all your obligations under this Agreement, including, but not limited to, the Do's and Don'ts listed in Section 10, we grant you a limited, revocable, nonexclusive, nonassignable, nonsublicenseable license and right to access the Services, through a generally available web browser, mobile device or application (but not through scraping, spidering, crawling or other technology or software used to access data without the express written consent of Upgrademe or its Users), view information and use the Services that we provide on the Website and in accordance with this Agreement. Any other use of Upgrademe contrary to our mission and purpose (such as seeking to connect to someone you do not know or trust, or to use information gathered from Upgrademe commercially unless expressly authorized by Upgrademe) is strictly prohibited and a violation of this Agreement. We reserve all rights not expressly granted in this Agreement, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in Upgrademe and all related items, including any and all copies made of the Company website.

Our rights and obligations

Services Availability

For as long as the Company continues to offer the Services, it shall provide and seek to update, improve and expand the Services. As a result, we allow you to access the Website as it may exist and be available on any given day and have no other obligations, except as expressly stated in this Agreement. We may modify, replace, refuse access to, suspend or discontinue Upgrademe Inc., partially or entirely, or change and modify prices for all or part of the Services for you or for all our users in our sole discretion. All of these changes shall be effective upon their posting on our site or by direct communication to you unless otherwise noted. Upgrademe further reserves the right to withhold, remove and or discard any content available as part of your account, with or without notice if deemed by the Company to be contrary to this Agreement. For avoidance of doubt, Upgrademe has no obligation to store, maintain or provide you a copy of any content that you or other Users provide when using the Services.

Third Party Sites and Developers

The Company may include links to third party web sites ("Third Party Sites") on Upgrademe Inc. and also enables third party developers ("Platform Developers") to create applications ("Platform Applications") that provide features and functionality using data and developer tools made available by Upgrademe Inc. through its developer platform. You are responsible for evaluating whether you want to access or use a Third Party Site or Platform Application. You should review any applicable terms and/or privacy policy of a Third Party Site or Platform Application before using it or sharing any information with it, because you may give the operator permission to use your information in ways we would not. Upgrademe is not responsible for and does not endorse any features, content, advertising, products or other materials on or available from Third Party Sites or Platform Applications. The Company also does not screen, audit, or endorse Platform Applications. Accordingly, if you decide to access Third Party Sites or use Platform Applications, you do so at your own risk and agree that your use of any Platform Application is on an "as-is" basis without any warranty as to the Platform Developer’s actions, and that this Agreement does not apply to your use of any Third Party Site or Developer Application. Please note: If you allow an Platform Application or Third Party Site to authenticate to or connect with your Upgrademe Inc. account, that application or website can access information on Upgrademe Inc. related to you and your connections.

For additional information regarding Platform Developers and Platform Applications, please refer to Upgrademe's Privacy Policy.

Disclosure of User Information

You acknowledge, consent and agree that we may access, preserve, and disclose your registration and any other information you provide if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary in the Company's opinion to: (1) comply with legal process, including, but not limited to, civil and criminal subpoenas, court orders or other compulsory disclosures; (2) enforce this Agreement; (3) respond to claims of a violation of the rights of third parties, whether or not the third party is a User, individual, or government agency; (4) respond to customer service inquiries; or (5) protect the rights, property, or personal safety of Upgrademe, our Users or the public.

Disclosures of User information to third parties other than those required to provide customer support, administer this agreement, or comply with legal requirements are addressed in the Privacy Policy.

Connections and Interactions with other Users

You are solely responsible for your interactions with other Users. The Company may limit the number of connections you may have to other Users and may, in certain circumstances, prohibit you from contacting other Users through use of the Services or otherwise limit your use of the Services. The Company reserves the right, but has no obligation, to monitor disputes between you and other members and to restrict, suspend, or close your account if the Company determines, in our sole discretion, that doing so is necessary to enforce this Agreement.

Disclaimer

SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.

DO NOT RELY ON UPGRADEME, ANY INFORMATION THEREIN, OR ITS CONTINUATION. WE PROVIDE THE PLATFORM, FOR Upgrademe Inc. AND ALL INFORMATION AND SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS. UPGRADEME DOES NOT CONTROL OR VET CONTENT OR USER GENERATED CONTENT FOR ACCURACY. WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS.

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, AND NONINFRINGEMENT. IF YOU ARE DISSATISFIED OR HARMED BY UPGRADEME OR ANYTHING RELATED TO UPGRADEME, YOU MAY CLOSE YOUR Upgrademe Inc. ACCOUNT AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 7 ("TERMINATION") AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY.

UPGRADEME IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS INMAILS, POSTING OF ANSWERS OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH Upgrademe Inc. TO ANYONE. IN ADDITION, WE NEITHER WARRANT NOR REPRESENT THAT YOUR USE OF THE SERVICE WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON THE WEBSITE MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH MATERIAL, SERVICE, OR TECHNOLOGY TO US.

UPGRADEME DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO ITS SERVICES, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS SERVICES BY OTHER USERS OF THE COMMUNITY; THEREFORE, UPGRADEME DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION.

UPGRADEME DOES NOT GUARANTEE THAT THE SERVICES IT PROVIDES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. THE COMPANY DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, THE COMPANY DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE Upgrademe Inc. SITE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.

Limitation of Liability

SOME COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.

Neither Upgrademe nor any of our subsidiaries, affiliated companies, employees, shareholders, or directors ("Upgrademe Affiliates") shall be cumulatively liable for (a) any damages in excess of five times the most recent monthly fee that you paid for a Premium Service, if any (b) any special, incidental, indirect, punitive or consequential damages or loss of use, profit, revenue or data to you or any third person arising from your use of the Service, any platform applications or any of the content or other materials on, accessed through or downloaded from Upgrademe. This limitation of liability is part of the basis of the bargain between the parties and without it the terms and prices charged would be different. This limitation of liability shall:

  1. Apply regardless of whether (1) you base your claim on contract, tort, statute or any other legal theory, (2) we knew or should have known about the possibility of such damages, or (3) the limited remedies provided in this section fail of their essential purpose; and
  2. Not apply to any damage that Upgrademe may cause you intentionally or knowingly in violation of this Agreement or applicable law, or as otherwise mandated by applicable law that cannot be disclaimed from in this Agreement.
  3. Not apply if you have entered into a separate agreement to purchase Premium Services with a separate Limitation of Liability provision that supersedes this section in relation to those Premium Services.

Termination

Mutual rights of termination

You may terminate this Agreement, for any or no reason, at any time, with notice to the Company pursuant to Section 9.C. This notice will be effective upon the Company processing your notice. Upgrademe may terminate the Agreement and your account for any reason or no reason, at any time, with or without notice. This cancellation shall be effective immediately or as may be specified in the notice. For avoidance of doubt, only Upgrademe or the party paying for the services may terminate your access to any Premium Services. Termination of your Upgrademe account includes disabling your access to the Website and may also bar you from any future use of Services.

Misuse of the Services

The Company may restrict, suspend or terminate the account of any User who abuses or misuses the Services. Misuse of the Services includes inviting other Users with whom you do not know to connect; abusing the Upgrademe messaging services; creating multiple or false profiles; using the Services commercially without Upgrademe's authorization, infringing any intellectual property rights, violating any of the Do’s and Don’ts listed in Section 10, or any other behavior that the Company, in its sole discretion, deems contrary to its purpose. In addition, and without limiting the foregoing, the Company has adopted a policy of terminating accounts of Users who, in the Company's sole discretion, are deemed to be repeat infringers under the United States Copyright Act.

Effect of Termination

Upon the termination of your Upgrademe account, you lose access to the Services. The terms of this Agreement shall survive any termination, except Sections 3 ("Your Rights") and 4.a-b, and d ("Our Rights and Obligations") hereof.

Dispute Resolution

Law and Forum for Legal Disputes

This Agreement or any claim, cause of action or dispute ("claim") arising out of or related to this Agreement shall be governed by the laws of the state of California regardless of your country of origin or where you access Services, and notwithstanding of any conflicts of law principles and the United Nations Convention for the International Sale of Goods. You and Upgrademe agree that all claims arising out of or related to this Agreement must be resolved exclusively by a state or federal court located in Santa Clara County, California, except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You and Upgrademe agree to submit to the personal jurisdiction of the courts located within Santa Clara County, California for the purpose of litigating all such claims. Notwithstanding the above, you agree that Upgrademe shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

Arbitration Option

For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (1) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (2) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (3) any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction.

General Terms

Severability

If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; and if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected in any way.

Language

Where Upgrademe has provided you with a translation of the English language version of this Agreement, the Privacy Policy, and/or any other documentation, you agree that the translation is provided for your convenience only and that the English language versions of this Agreement, the Privacy Policy, and any other documentation, including additional terms of service for Premium Services, will govern your relationship with Upgrademe.

Notices and Service of Process

In addition to Section 2.h. ("Notices and Service Messages"), we may notify you via postings on Upgrademe. You may contact us electronically

Additionally, Upgrademe accepts service of process at this address. Any notices that you provide without compliance with this section on Notices shall have no legal effect.

Entire Agreement

You agree that this Agreement constitutes the entire, complete and exclusive agreement between you and the Company regarding the Services and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other Upgrademe Services, third-party content or third party software.

Amendments to this Agreement

We reserve the right to modify, supplement or replace the terms of the Agreement, effective upon posting at Upgrademe Inc. or notifying you otherwise. For example, the Company presents a banner on the Website when we have amended this Agreement or the Privacy Policy so that you may access and review the changes prior to your continued use of the site. If you do not want to agree to changes to the Agreement, you can terminate this Agreement at any time per Section 7 (Termination).

No informal waivers, agreements or representations

Our failure to act with respect to a breach of this Agreement by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. Except as expressly and specifically contemplated by the Agreement, no representations, statements, consents, waivers or other acts of omissions by any Upgrademe Affiliate shall be deemed legally binding on any Upgrademe Affiliate, unless documented in a physical writing hand signed by a duly appointed officer of Upgrademe.

No Injunctive Relief

In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Services or any content or other material used or displayed through the Services.

Assignment and Delegation

You may not assign or delegate any rights or obligations under the Agreement. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under the Agreement, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, Upgrademe, Inc for any third party that assumes our rights and obligations under this Agreement.

Potential Other Rights and Obligations

You may have rights or obligations under local law other than those enumerated here if you are located outside the United States.

Upgrademe User "Do's" and "DON'Ts"

As a condition to access Services, you agree to this User Agreement and to strictly observe the following DOs and DON'Ts:

Do undertake the following:

  1. Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, export control laws, tax laws, and regulatory requirements;
  2. Provide accurate information to us and update it as necessary;
  3. Review and comply with our Privacy Policy;
  4. Review and comply with notices sent by Upgrademe concerning the Services; and
  5. Use the Services in a professional manner.

Don't undertake the following:

  1. Act dishonestly or unprofessionally by engaging in unprofessional behavior by posting inappropriate, inaccurate, or objectionable content to Upgrademe Inc.;
  2. Publish inaccurate information in the designated fields on the profile form (e.g., do not include a link or an email address in the name field). Please also protect sensitive personal information such as your email address, phone number, street address, or other information that is confidential in nature;
  3. Create a user profile for anyone other than a natural person;
  4. Harass, abuse or harm another person, including sending unwelcomed communications to others using Upgrademe Inc.;
  5. Invite people you do not know to join your network;
  6. Upload a profile image that is not your likeness or a head-shot photo;
  7. Use or attempt to use another's account without authorization from the Company, or create a false identity on Upgrademe Inc.;
  8. Upload, post, email, InMail, transmit or otherwise make available or initiate any content that:
    1. Falsely states, impersonates or otherwise misrepresents your identity, including but not limited to the use of a pseudonym, or misrepresenting your current or previous positions and qualifications, or your affiliations with a person or entity, past or present;
    2. Is unlawful, libelous, abusive, obscene, discriminatory or otherwise objectionable;
    3. Adds to a content field content that is not intended for such field (i.e. submitting a telephone number in the "title" or any other field, or including telephone numbers, email addresses, street addresses or any personally identifiable information for which there is not a field provided by Upgrademe Inc.);
    4. Includes information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
    5. Infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights;
    6. Includes any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation. This prohibition includes but is not limited to (a) using Upgrademe Inc. invitations to send messages to people who don’t know you or who are unlikely to recognize you as a known contact; (b) using Upgrademe Inc. to connect to people who don’t know you and then sending unsolicited promotional messages to those direct connections without their permission; and (c) sending messages to distribution lists, newsgroup aliases, or group aliases;
    7. Contains software viruses, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment of Upgrademe or any User of Upgrademe;
    8. Forges headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through the Services; and/or
  9. Participate, directly or indirectly, in the setting up or development of a network that seeks to implement practices that are similar to sales by network or the recruitment of independent home salespeople to the purposes of creating a pyramid scheme or other similar practices.
  10. Duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, or otherwise transfer information found on the Website (excluding content posted by you) except as permitted in this Agreement, or as expressly authorized by the Company;
  11. Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Services, or any part thereof
  12. Utilize or copy information, content or any data you view on and/or obtain from the Website to provide any service that is competitive, in the Company's sole discretion, with the Company's;
  13. Imply or state, directly or indirectly, that you are affiliated with or endorsed by the Company unless you have entered into a written agreement with Upgrademe (this includes, but is not limited to, representing yourself as an accredited Upgrademe Inc. trainer if you have not been certified by Upgrademe as such);
  14. Adapt, modify or create derivative works based on the Company's technology underlying the Services, or other Users’ content, in whole or part, except as permitted under Company's developer program;
  15. Rent, lease, loan, trade, sell/re-sell access to Upgrademe Inc. or any information therein, or the equivalent, in whole or part;
  16. Sell, sponsor, or otherwise monetize an Upgrademe Inc. Group or any other service or functionality of Upgrademe, without the express written permission of the Company.
  17. Remove any copyright, trademark or other proprietary rights notices contained in or on Upgrademe Inc., including those of both Upgrademe Inc. and any of its licensors;
  18. Remove, cover or otherwise obscure any form of advertisement included on Upgrademe Inc.;
  19. Collect, use, copy, or transfer any information, including, but not limited to, personally identifiable information obtained from Upgrademe except as expressly permitted in this Agreement or as the owner of such information may expressly permit;
  20. Share information of non-Users without their express consent;
  21. Infringe or use the Company's brand, logos and/or trademarks, including, without limitation, using the word "Upgrademe Inc." in any business name, email, or URL or including Upgrademe's trademarks and logos except as expressly permitted by Upgrademe;
  22. Use manual or automated software, devices, scripts robots, other means or processes to access, "scrape," "crawl" or "spider" any web pages or other services contained in the site;
  23. Use bots or other automated methods to access Upgrademe Inc., add or download contacts, send or redirect messages, or perform other activities through Upgrademe, unless explicitly permitted by the Company;
  24. Access, via automated or manual means or processes, the Website and Services for purposes of monitoring Upgrademe's availability, performance or functionality for any competitive purpose;
  25. Engage in "framing," "mirroring," or otherwise simulating the appearance or function of the Website;
  26. Attempt to or actually access Upgrademe Inc. by any means other than through the interfaces provided by Upgrademe such as its mobile application or by navigating to Upgrademe Inc. using a web browser. This prohibition includes accessing or attempting to access Upgrademe Inc. using any third-party service, including software-as-a-service platforms that aggregate access to multiple services, including Upgrademe;
  27. Attempt to or actually override any security component included in or underlying Upgrademe Inc.;
  28. Engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on Upgrademe's infrastructure, including, but not limited to, sending unsolicited communications to other Users or Company personnel, attempting to gain unauthorized access to Upgrademe Inc., or transmitting or activating computer viruses through or on Upgrademe Inc.;
  29. Interfere with or disrupt or game Upgrademe Inc. or the Services, including, but not limited to, any servers or networks connected to Upgrademe Inc., in particular Upgrademe Inc.'s search algorithms.

Complaints regarding content posted on the Upgrademe Inc. website

Upgrademe, Inc (the Company) desires to offer the Upgrademe Inc. website (the Website) where our Users share truthful and accurate information. We respect the intellectual property rights of others and desire to offer a website which contains no content that violates those rights. Our User Agreement requires that information posted by Users be accurate, lawful and not in violation of the intellectual property rights of third parties. To promote these objectives, the Company provides a process for submission of complaints concerning content posted by our Users. Our policy and procedures are described in the sections that follow.

In accordance with our User Agreement and these procedures, and regardless of whether the Company may be liable for any alleged violation of rights or inaccurate or unlawful content, Upgrademe may remove or disable access to specified content appearing on the Upgrademe Inc. website upon receipt of a verified notice asserting that the content infringes intellectual property rights, is inaccurate, or is otherwise unlawful. Whether or not we disable access to, or remove content, the Company may make a good faith attempt to forward the written notification, including the complainants contact information, to the User who posted the content and/or take other reasonable steps to notify the User that Upgrademe has received notice of an alleged violation of intellectual property rights or other content violation. The User may refute a claim by submitting a counter-notice as permitted in these procedures. Any counter-notice submitted may be provided to the complainant with the Users contact information. Our policies and procedures for removing or disabling access to content alleged to be infringing, inaccurate or otherwise unlawful are and remain at our sole discretion. It is also our policy, in appropriate circumstances and at our discretion, to disable and/or terminate the accounts of Users, or groups as the case may be, who may infringe or repeatedly infringe the intellectual property rights of others, or who otherwise post inaccurate or unlawful content.

Please note that any notice or counter-notice you submit must be truthful and must be submitted under penalty of perjury. A false notice or counter-notice may give rise to personal liability. You may therefore want to seek the advice of legal counsel before submitting a notice or a counter-notice.

Claims regarding copyright infringement

Notice of Copyright Infringement

Pursuant to the Digital Millennial Copyright Act (17 U.S.C. A 512), Upgrademe has implemented procedures for receiving written notification of claimed infringements. The Company has also designated an agent to receive notices of claimed copyright infringement. If you believe in good faith that your copyright has been infringed, you may provide a written communication that contains:

  1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
  2. A description of the copyrighted work that you claim has been infringed;
  3. A description specifying the location on our website of the material that you claim is infringing;
  4. Your telephone number and e-mail address;
  5. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  6. A statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owners behalf.

Please submit your notice to Upgrademe, Inc Copyright Agent electronically

Counter-Notice

If you believe that a notice of copyright infringement has been improperly submitted against you, you may submit a Counter-Notice, pursuant to Sections 512(g)(2) and (3) of the Digital Millennium Copyright Act. You may provide a written communication that contains:

  1. Your physical or electronic signature;
  2. Identification of the material removed or to which access has been disabled;
  3. A statement under penalty of perjury that you have a good faith belief that removal or disablement of the material was a mistake or that the material was misidentified;
  4. Your name and telephone number, and a statement that you consent to the jurisdiction of the Federal District court (i) in the judicial district where your address is located if the address is in the United States, or (ii) located in the Northern District of California (Santa Clara County), if your address is located outside the United States, and that you will accept service of process from the Complainant submitting the notice or his/her authorized agent.

Please submit your Counter-Notice to Upgrademe's Copyright Agent electronically or via mail to the addresses specified above.

Claims regarding content and intellectual property violations (other than copyright infringement)

To notify Upgrademe that you in good faith believe that content (Specified Content) posted by a User on our website infringes your intellectual property rights (other than copyright -- in which case please see Claims Regarding Copyright Infringement) or is inaccurate or unlawful, you may submit a written complaint to Upgrademe's Content Complaint Manager electronically or by mail as specified below. Any assertions made by you in submitting this form are under penalty of perjury. Upgrademe's Content Complaint Manager can be reached electronically from within the application.

Counter-Notice

If you believe the Notice Of Content and Intellectual Property Violations was submitted in error, or if you contest the removal of the allegedly infringing, inaccurate or unlawful content, you may submit a written complaint to Upgrademe's Content Complaint Manager electronically or by mail at the addresses specified above. Any assertions made by you in submitting this form are under penalty of perjury. The Company will process the Counter-Notice in accordance with its policies and procedures which remain in our sole discretion.