Terms of Service

Please read this Terms of Service Agreement carefully before downloading or using our Applications.

Effective
Jun 7, 2024

Last updated
Jun 7, 2024

Interpretation and Definitions

Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions

For the purposes of this Terms of Service (TOS) License Agreement:

Agreement means this End-User License Agreement that forms the entire agreement between You and the Company regarding the use of the Application.
Application means the software program or SAAS Software provided by the Company downloaded or installed by You
Company (referred to as either “the Company”, “We”, “Us” or “Our” in this Agreement) refers to UpSmith Sdn. Bhd.
Content refers to content such as text, images, or other information that can be posted, uploaded, linked to or otherwise made available by You, regardless of the form of that content.
Country refers to: Bulgaria
Device means any device that can access the Application such as a computer, a cellphone or a digital tablet.
Third-Party Services means any services or content (including data, information, applications and other products services) provided by a third-party that may be displayed, included or made available by the Application.
You means the individual accessing or using the Application or the company, or other legal entity on behalf of which such individual is accessing or using the Application, as applicable.
Marketplace is a platform through which the Application can be obtained, installed and licensed.

Acknowledgment

BY DOING ANY OF THE FOLLOWING:

CLICKING THE “GET IT NOW”, “TRY IT FREE” or “INSTALL” BUTTONS DISPLAYED IN THE MARKETPLACE;
DOWNLOADING, INSTALLING OR USING THE SOFTWARE IN ANY WAY; OR
PAYING A SUBSCRIPTION FOR USING OUR SOFTWARE

YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS GOVERNING YOUR USE OF THE SERVICES (DEFINED BELOW) OFFERED BY THE COMPANY AND YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT.

Account Registration

You may need to register on a Marketplace, in order to place orders or access or receive any Applications that are published by the Company. Any registration information that you provide must be accurate, current and complete. You must also update your information so that the Company may send notices, statements and other information to you by email or through your account. You are responsible for all actions taken through your accounts.

License

These Terms entitle you to install and use one copy of the Application. These Terms do not permit the installation or use of multiple copies of the Application on a system that allows shared use of applications. Multiple copy use or installation is only allowed if you obtain the appropriate license for each copy of the Application. Furthermore, the Application may only be installed and used on the hardware systems you own, lease or which are controlled by you, or your third party service provider, providing you remain responsible for the third party’s compliance with the terms and conditions of these Terms.

Subject to these Terms, you are granted a worldwide, limited, non- transferable, non-exclusive, non-sublicenseable, as-is right to install and use the Applications for the term and applicable licensing fee that is associated with the particular Application you choose to purchase.

The Application is licensed to you either on a Subscription License or an Evaluation License subject to the following terms:

SUBSCRIPTION LICENSE

Subscription-Based Application shall be granted on a time specific limit as per the subscription license (“Subscription License”) providing you with a worldwide, non-exclusive, nontransferable, non-sublicensable use of the Subscription-Based Application, subject to automatic renewal for successive monthly or annual terms unless either Party notifies the other of nonrenewal or we cease to make a particular Subscription Service available. If you cancel the Subscription-Based Application, your subscription will terminate at the end of the then-current billing cycle, and you will not be entitled to any refunds for amounts accrued or paid prior to such termination. You acknowledge and agree to the use of the Subscription-Based Application, which are provided to you as a cloud service, and are hosted by us and/or the Marketplace Platform. You also acknowledge and agree that the Company and/or the Marketplace Platform may make changes to the Subscription-Based Application from time to time.

EVALUATION LICENSE

We may provide you, at our sole discretion, with a limited license for the purposes of assessing the functionality of the Application (“Evaluation License”). The Evaluation License will provide you with the full version of the Application for free for up to thirty (30) days) (“Evaluation Period”), after which you must either purchase or uninstall the Application. Upon the expiry of the Evaluation Period, you shall be obligated to pay for the full license fee or stop using the Application and all components of the Application shall cease to function.

Fees and Payments

If you have not previously paid the license fee for the Application, then you must pay the license fee within the period indicated in the applicable invoice or as otherwise provided in the Company’s pricing terms as published on the Marketplace. Failure to pay any license fees by the due date will result in the immediate termination of the license(s) granted under this terms of service.

Third-Party Services

The Application may display, include or make available third-party content (including data, information, applications and other products services) or provide links to third-party websites or services.

You acknowledge and agree that the Company shall not be responsible for any Third-party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. The Company does not assume and shall not have any liability or responsibility to You or any other person or entity for any Third-party Services.

You must comply with applicable Third parties’ Terms of agreement when using the Application. Third-party Services and links thereto are provided solely as a convenience to You and You access and use them entirely at your own risk and subject to such third parties’ Terms and conditions.

Term and Termination

The duration of these Terms shall continue in force for the period of:

the Subscription License (defined above) or the renewal period of the Subscription-Based Application;
the Evaluation Period (defined above) of the Evaluation License (defined above);

Upon termination of this Agreement, You shall cease all use of the Application and delete all copies of the Application from your Device.

Termination of this Agreement will not limit any of the Company’s rights or remedies at law or in equity in case of breach by You (during the term of this Agreement) of any of your obligations under the present Agreement.

Indemnification

You agree to indemnify and hold the Company and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any claim or demand, including reasonable attorneys’ fees, due to or arising out of your: (a) use of the Application; (b) violation of this Agreement or any law or regulation; or (c) violation of any right of a third party.

Support Services

We shall provide you with support services, which shall include but not be limited to bug fixes and patches for the duration of your License including any applicable renewal periods thereof. You are eligible as long as your subscription is active. Support for Applications consists of online documentation and support via email. Support is available in English. Support and maintenance do not include any custom software development or implementation of custom features for Applications or any assistance with the host application or any other third-party services or products, their updating, maintenance or support.

Restrictions

The Applications are licensed, not sold, to you and we shall retain ownership of all the Applications, including copies of the Applications.

You may not use, copy or install the Application on any system, or permit the use, copying, or installation of the Application on more than one product(s). If you hold multiple, validly licensed copies, you may not use, copy, or install the Application on any system with more users than the number permitted by the applicable license.
You may not decompile, reverse-engineer, disassemble, alter, duplicate, modify, rent, lease, loan, sublicense, make copies of, distribute or provide non-authorized users with access to the Application in whole or part;
You may not use the Application for the benefit of any third party;
You may not incorporate any Application into a product or service you provide to a third party;
You may not interfere with any license key mechanism in the Application or otherwise circumvent mechanisms in the Application intended to limit your use;
You may not remove or obscure any proprietary notices on the Application or any permitted copies of the Application, or publicly disseminate information regarding the benchmarking performance of the Application, or otherwise attempt to derive the source code of the Application;
You may not use the Application in any manner, which is illegal or contravenes any applicable law, regulation or a third party’s intellectual property rights;
You may not modify the Application or create any derivative work of the Application. Derivative works include but are not limited to translations. You may not alter any files or libraries in any portion of the Application;
Use the Application in any manner not authorized by this Agreement.

Copyright

The Software and all copies thereof are protected by copyright and other intellectual property laws and treaties. The Company or its relevant third parties own the title, copyright, and all other intellectual property rights in the Software and all subsequent copies of the Software

Privacy Policy

To review the privacy policy that apply to visitors of our websites and the use of our Applications, please see our Privacy Policy.

To review the cookie policy that apply to visitors of our websites and the use of our Applications, please see our Cookie Policy.

No Warranty

The Application is provided to You AS IS and AS AVAILABLE and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, wheather express, implied, statutory or otherwise, with respect to the Application, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Application will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, meet any performance or reliability standards or be error free.Without limiting the foregoing, neither the Company nor any of the company’s provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Application, or the information, content, and materials or products included thereon; (ii) that the Application will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Application;

Severability and Waiver

Severability

If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not effect a party’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

Changes to this Agreement

The Company reserves the right, at its sole discretion, to modify or replace this Agreement at any time. What constitutes a material change will be determined at the sole discretion of the Company.

By continuing to access or use the Application after any revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, You are no longer authorized to use the Application.

Governing Law

The laws of the Country, excluding its conflicts of law rules, shall govern this Agreement and your use of the Application. Your use of the Application may also be subject to other local, state, national, or international laws.

Entire Agreement

The Agreement constitutes the entire agreement between You and the Company regarding your use of the Application and supersedes all prior and contemporaneous written or oral agreements between You and the Company.

You may be subject to additional terms and conditions that apply when You use or purchase other Company’s services, which the Company will provide to You at the time of such use or purchase.

Contact Us

If you have any questions about this Agreement, You can contact Us:

By email: support@upsmith.app