LAST UPDATED July 16, 2020
These General Terms and Conditions of Use (“Terms”) are entered into by and between you and UpTrace, (“UpTrace”). In consideration of your use of and access to this Internet site, and other websites, services and apps on which these Terms are posted or expressly referenced (“UpTrace Sites”), and the promises and obligations herein, and intending to be legally bound, you and UpTrace hereby agree as follows:
UpTrace shall have the right at any time and without prior notice, at its sole discretion, to revise these Terms or to impose new terms and conditions with respect to access to or use of the UpTrace Sites. Such revisions and additions shall be effective immediately upon notice thereof, which may be given by any means, including without limitation posting the revised or additional terms and conditions on the UpTrace Sites.
These Terms are effective until terminated by UpTrace. UpTrace may terminate these Terms without notice and at any time in connection with any of the UpTrace Sites. In the event of termination, you are no longer authorized to access those UpTrace Sites, and the restrictions imposed on you with respect to the Content (defined below), and the disclaimers, indemnities, and limitations of liabilities set forth in these Terms shall survive termination.
UpTrace shall also have the right without notice and at any time to terminate some or all of the UpTrace Sites or any feature or portion thereof, or any products or services offered through them, or to terminate any individual’s right to access or use of the UpTrace Sites or any feature or portion thereof.
The UpTrace Sites are not intended for or directed at users under the age of 18.
While using UpTrace Sites, you agree that you will not:
The text, images, photographs, graphics, logos, illustrations, descriptions, data, and other material provided by UpTrace on or through the UpTrace Sites, as well as the selection, assembly, and arrangement thereof, are referred to collectively as the “Content”.
The Content may contain errors, omissions, or typographical errors or may be out of date. UpTrace may change, delete, or update any Content at any time and without prior notice. The Content is provided for informational purposes only and is not binding on UpTrace in any way except to the extent it is specifically indicated to be so.
Unless otherwise noted, all Content is protected by copyrights, trademarks, service marks, and other proprietary rights that are owned by UpTrace or by third parties that have licensed their use to UpTrace. You may view and use the Content only for your personal information and you shall retain intact all copyright and other proprietary notices. Except as provided in the foregoing, UpTrace does not grant to you or any person any right to use, reproduce, copy, modify, transmit, display, publish, sell, license, create derivative works, publicly perform, or distribute by any means, method, or process whatsoever, now known or hereafter developed, any of the Content on or transmitted through the UpTrace Sites, including without limitation by transferring, downloading, or otherwise copying any Content onto any disk drive or other storage medium. Any use of the Content, except as specifically permitted in these Terms or as otherwise expressly permitted in the Content or in a writing signed by UpTrace, is strictly prohibited.
For information on how UpTrace collects, uses, and shares your information, please review our Data Usage Policy. You agree that by using the UpTrace Sites you consent to the collection, use and sharing (as set forth in the Data Usage Policy) of such information, including the transfer of this information to the United States and/or other countries for storage, processing, and use by UpTrace.
UpTrace MAKES NO WARRANTIES OR REPRESENTATIONS WHATSOEVER WITH RESPECT TO THE UpTrace SITES OR ANY LINKED SITE OR ITS CONTENT, INCLUDING THE AVAILABILITY OF ANY SITE OR THE CONTENT, INFORMATION, AND MATERIALS ON IT OR THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THAT CONTENT, INFORMATION, AND MATERIALS. UpTrace ALSO DOES NOT WARRANT OR REPRESENT THAT YOUR ACCESS TO OR USE OF THE UpTrace SITES OR ANY LINKED SITE WILL BE UNINTERRUPTED OR FREE OF ERRORS OR OMISSIONS, THAT DEFECTS WILL BE CORRECTED, OR THAT THE UpTrace SITES OR ANY LINKED SITE IS FREE OF COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS.
WITHOUT LIMITING THE FOREGOING, ALL CONTENT PROVIDED ON OR THROUGH THE UpTrace SITES IS PROVIDED TO USERS “AS IS,” WITH NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY, OR ACCURACY. THE “AS IS” CONDITION OF CONTENT IS EXPRESSLY MADE A CONDITION OF ANY TRANSACTION ARISING THROUGH OR AS A RESULT OF THE UpTrace SITES. Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.
UNDER NO CIRCUMSTANCES SHALL UpTrace, ITS SUPPLIERS, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, ARISING IN ANY WAY OUT OF ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE ANY OF THE UpTrace SITES OR ANY LINKED SITE OR ITS CONTENTS, INCLUDING WITHOUT LIMITATION LOST PROFITS, BUSINESS INTERRUPTION, OR LOSS OF PROGRAMS OR OTHER DATA ON COMPUTER SYSTEMS OR OTHERWISE, EVEN IF UpTrace IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
You agree to defend, indemnify, and hold harmless UpTrace, UpTrace’s vendors, and their affiliates and related entities and their respective directors, officers, employees, and agents from and against all claims, losses, damages, liabilities, and costs (including without limitation reasonable attorneys’ fees and court costs), arising out of or relating to your breach of these Terms or your access to or use of the UpTrace Sites. You are solely responsible for interactions with our business partners and affiliated companies and other users of UpTrace Sites. To the extent permitted by applicable law, you hereby release UpTrace from any and all claims or liability related to any product or service provided through the Site and any conduct, action, or inaction by a business partner or affiliated company. The foregoing indemnification obligation shall survive termination of these Terms and the operation of the UpTrace Sites or any product or service provided to you arising out of or relating to your use of the UpTrace Sites.
UpTrace routinely contains links to external, third party websites. By providing links to other websites, UpTrace does not guarantee, approve or endorse the information or products available at these sites, nor does a link indicate any association with or endorsement by the linked site to UpTrace. UpTrace does not operate or control and has no responsibility for the information, products and/or services found on any external sites. Nor do such links represent or endorse the accuracy or reliability of any information, products and/or services provided on or through any external sites, including, without limitation, warranties of any kind, either express or implied, warranties of title or non-infringement or implied warranties of merchantability or fitness for a particular purpose. Visitors to UpTrace Sites assume complete responsibility and risk in their use of any external sites. Visitors should direct any concerns regarding any external link to its site administrator or webmaster.
These Terms constitutes the entire agreement between the parties with respect to your access, use, and receipt of services from UpTrace Sites and supersede all prior agreements, negotiations, and discussions between you and UpTrace relating to the same. There are no third-party beneficiaries of the agreement.
No waiver by UpTrace of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any other provisions of the Terms. The headings and captions in these Terms are intended for convenience only and shall in no way affect the interpretation of the Terms.
Access to or use of the UpTrace Sites shall not be construed as UpTrace’ purposeful availment of the privilege or benefits of doing business in any state or legal jurisdiction other than the State of New York. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law provisions. Additionally, any claims brought against UpTrace shall be governed by and construed in accordance with the laws of the State of New York. Sole and exclusive jurisdiction for any action or proceeding arising out of, or related to, this Agreement, use of the UpTrace Sites, or any services provided through UpTrace Sites, shall be in the state or federal courts located in the State of New York.