Upplft Terms of Use

1.1 These terms create a contract between you and Upplft Pty Ltd (ACN: 646 507 413) of Suite 305, 35 Lime Street, Sydney NSW 2000 (us, we or our). Please read the terms carefully.

1.2 By using the Upplft platform and services developed and modified by us or any other software, services or any applications made available by us (Services), you agree to be bound by these Terms of Use. To confirm your understanding and acceptance of these Terms of Use, click “Agree.”

1.3 We may, on notice to you, change these Terms of Use.  Your continued use of the Services following any changes indicate your acceptance of the changes. These Terms of Use do not modify, restrict or exclude any additional rights you may have under applicable laws that cannot be so modified, restricted or excluded.

2. Services

2.1 You must access the Services in accordance with these Terms of Use and our reasonable directions and all applicable laws.

2.2 You agree that your use of the Services is at your own risk.

2.3 To use the Services, you must pay the applicable relevant Fee.

3. Accounts

3.1 In order to access certain products through the Services, you must set up an account.

3.2 You are solely responsible for:
(a) ensuring your account is operated by only you;
(b) ensuring you do not share, publish or otherwise make available to any third party your login details;
(c) all activity on your account by you including any unauthorised access by third parties;
(d) maintaining the confidentiality and security of your account and your login details and notifying us immediately of any unauthorised use.  You are also solely responsible for all activities on your account. We are not liable for any loss or damage arising in connection with any unauthorised use of your account; and
(e) protecting User Content, including backing-up, and ensuring the security of, User Content, taking appropriate measures to protect User Content from accidental, unlawful or unauthorised access, use or disclosure.

3.3 You agree and acknowledge that all information you provide us will be true, accurate, current and complete.

3.4 We may, in our sole discretion, access your account to provide support and maintenance services, suspend or terminate your account, and refuse any and all current or future use of the Services.

3.5 Subject to clause 7, you may cancel your account for any reason by notifying us by email at hello@upplft.com.    

4. External Services

4.1 We enable access to third-party applications and services through our Services (External Services).  

4.2 If you acquire External Services via our Services (Transaction), at our direction you may be required to contract directly with the third party providing the External Services.  

4.3 Each Transaction may involve the transfer of your data or User Content (defined below) to an External Service.  By you electing to proceed with any Transaction you consent to the transfer of your data and User Content.    

4.4 If you use External Services, you agree third party charges may apply and we may suspend, remove or disable or impose access restrictions or limits on any External Services if requested by the External Services provider.

4.5 Where you are required to enter into a direct contractual arrangement with an External Services provider, you agree:
(a) you must comply with any third party terms applicable to the External Services. Mention of External Services in any materials, documentation or advertising provided to you is for informational purposes only and constitutes neither an endorsement nor a recommendation. All External Services are supplied by the respective vendor and we have no responsibility with regard to the selection, performance, or use of these vendors or their products;
(b) we are not responsible for examining or evaluating the content of any third party External Services;
(c) we do not guarantee the accuracy, integrity or quality of third party External Services, and will not be liable for any third party External Services;
(d) charges may apply to your use of the External Services and we assume no responsibility for the transaction of funds or the actions or identity of any transfer recipient or sender nor do we have an obligation to provide a refund or repayment for whatever reason of any amounts paid by you to any other third party for External Services; and
(e) we may suspend, remove, disable or impose access restrictions or limits on any External Services, at any time without notice or liability to you.

5. Content

5.1 You are responsible for all your content, data and information that you submit, post, gather, store, host, or display on through the Services, including:(a) data, text, files, information, usernames, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links and other materials; and(b) personal information (being information or an opinion about an identified or reasonably identifiable individual, whether or not the information or opinion is true and whether or not the information is recorded in a material form) or financial information (being financial reports, financial advice, CRM information, performance reports, audit results and other confidential information regarding a user’s business operations) about us or another user,(collectively, User Content).

5.2 You must not submit, post or display any User Content that:
(a) you do not have legally valid permission, right or license to use;
(b) is objectionable, offensive, unlawful, deceptive or harmful;
(c) is personal, private or confidential information belonging to others unless you have obtained legally valid consent; (d) requests personal information from a minor;
(e) impersonates or misrepresents your affiliation with another person or entity;
(f) transmits spam, including unauthorised advertising or promotional materials; or
(g) is illegal, fraudulent, or manipulative.

5.3 We may remove User Content which is inappropriate or is in breach of these Terms of Use without notice.

5.4 If you choose to collect User Content that can be characterised as personal information (as that term is used in the Privacy Act 1988 (Cth) or financial information this will be at your sole risk and you agree to comply with the Privacy Act 1988 (Cth) and all other applicable laws.

6. Acceptable Use

6.1 You must not:
(a) copy, modify, or create derivative works based on the content available on or through the Services;
(b) infringe the intellectual property rights, privacy or confidentiality of any third party;
(c) engage in any activity that may result in injury, death, property damage, and/or liability of any kind; or
(d) interfere or disrupt the Services, servers or networks connected to the Services or another person’s use of the Services, including by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature.

6.2 You grant us a non-exclusive, perpetual, irrevocable, transferable, sub-licensable, worldwide, royalty-free licence to use, copy, modify, create derivative works based upon, publicly display, publicly perform and distribute your User Content in connection with operating and providing the Upplft platform, Services and content to you and to other users.

7. Term and Termination

7.1 These Terms of Use are effective until terminated.  Either party may terminate at any time.

7.2 Upon termination you must:
(a) pay all outstanding amounts;
(b) cease using the Services; and
(c) comply with any additional applicable third party terms.

7.3 If you have:
(a) failed to notify us in accordance with clause 7.2, within 30 days of the date of termination, we may permanently delete all User Content (and any related data) from the Upplft platform; or
(b) notified us in accordance with clause 7.2, once User Content (and any related data) has been extracted and provided to you, we will permanently delete all User Content (and any related data) from the Upplft platform.

8. Intellectual Property

8.1 We own, or are the licensee of, the intellectual property rights in the content available through the Services, including text, photos, graphic designs, images and video content. These Terms of Use do not transfer any intellectual property rights from us to you or any third parties.  If you infringe our intellectual property rights or any other third party, we have the right to deny access to or terminate your use of the Services immediately.

8.2 Subject to your compliance with these Terms of Use, we grant you a limited non-exclusive, non-transferable, non-sub-licensable licence to use the Services.

8.3 You agree you may not: (a) copy, modify, or create derivative works based on the Services; (b) distribute, transfer, sublicense, lease, lend, or rent the Services to any third party; or(c) modify, decompile, or disassemble the Services.

8.4 You grant us a non-exclusive, perpetual, irrevocable, transferable, sub-licensable, worldwide, royalty-free licence to use, copy, modify, create derivative works based upon, publicly display, publicly perform and distribute your User Content in connection with operating and providing the Services and content to you and to other users.

8.5 The Upplft name, logo and other Upplft trade marks, service marks, graphics, and logos used in connection with the Services are trade marks or registered trademarks of Upplft. You are granted no right or licence with respect to these trade marks.

9. Data

9.1 You acknowledge and agree:
(a) we may collect aggregated information about your activities, and details of how you use the Services, the types of content you engage with or the frequency and duration of activities;
(b) we may collect metadata, which is technical data that can describe the details of how User Content was collected and how that content is formatted; and
(c) we may automatically store in log files, including IP addresses, browser type and language, Internet service provider (ISP), referring and exit websites and applications, operating system, date/time stamp, and clickstream data to analyse trends, to administer the Services, to generally improve the Services and for marketing.

9.2 Your use of the Services is subject to our Privacy Policy, which is available at www.upplft.com.  

10. Maintenance

We may at any time and without notice, modify, suspend or terminate the operation of, or access to the Services, or any part of, for any reason, to interrupt the operation of the Services, or any part of, as necessary to perform maintenance, error correction or other changes.

11. Warranties and Liabilities

11.1 To the extent permitted by law:
(a) the services and all content delivered to you through the Services are (except as expressly stated by us) provided "as is" and "as available" for your use without warranties of any kind, either express or implied, including all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement; and
(b) we, our directors, officers, employees, affiliates, agents, contractors, or licensors will not be liable for any direct, indirect, incidental, punitive, special, or consequential damages arising from your use of any of the Services or for any other claim related in any way to your use of the Services and/or content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via the Services.

11.2 You acknowledge that the use of the Services is at your sole risk. You are responsible for backing up your own system, including any content acquired or rented through the services.

11.3 We do not guarantee, represent, or warrant that your use of the Services will be uninterrupted or error-free, free from loss, corruption, attack, viruses, interference, hacking, or other security intrusion.  

12. Indemnity

You indemnify and hold us, our directors, officers, employees, affiliates, agents, contractors, and licensors harmless with respect to any claims arising out of your breach of these Terms of Use and your use or misuse of the Services.

13. Additional Terms

13.1 If any term or provision of these Terms of Use are held by a court to be illegal, invalid or unenforceable under the applicable law, that term or provision will be severed from these Terms of Use and the remaining terms and conditions will be unaffected.

13.2 A failure to enforce any right or provisions in these Terms of Use will not constitute a waiver of such or any other provision.

13.3 We will not be responsible for failures to fulfil any obligations due to causes beyond our control.

13.4 These Terms of Use will not be interpreted or construed to confer any rights or remedies on any third parties.

13.5 These Terms of Use constitute the entire agreement between the parties, with all other agreements or understandings previously existing between you and us hereby replaced.

13.6 The Services or content made available on or through the Services, are not intended for distribution to, or use by, any person or entity, in any jurisdiction or country, where such distribution or use would be contrary to law or regulation. We may limit the availability of the Services or content, or any part of, to any person, geographic area, or jurisdiction at any time.

13.7 Nothing in these Terms of Use should be read to override or circumvent any laws of a foreign jurisdiction. All Services or content made available through the Services are void where prohibited.

13.8 These Terms of Use are governed by the laws of New South Wales, Australia. You agree to submit to the non-exclusive jurisdiction of the courts of the State of New South Wales to resolve any dispute or claim arising from these Terms of Use.

14. Definitions

In these terms of use unless the context otherwise requires:External Services has the meaning given to that term in clause 4.1.Fee means the amount payable to us by you in respect of the Services used.Services has the meaning given to that term in clause 1.2.Transaction has the meaning given to that term in clause 4.2.User Content has the meaning given to that term in clause 5.1.

14.1 In this document unless the context otherwise requires:
(a) clause and subclause headings are for reference purposes only;
(b) the singular includes the plural and vice versa;
(c) where a word or phrase is defined its other grammatical forms have a corresponding meaning;
(d) references to statutes include all statutes amending, consolidating or replacing such statutes;
(e) $ means the lawful currency of Australia;
(f) any reference to a party to this document includes its successors and permitted assigns; and
(g) the use of the word "includes" or "including" is not to be taken as limiting the meaning of the words preceding it.

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