Upsila.com is owned and operated by UPSILA (hereinafter referred to as the “website”, “site”, "We", "Us", or "Our", “Company”). The website is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the "Terms and Conditions").
Upsila.com is an online platform via which freelancers find clients and develop an online presence. Our website enables freelancers (hereinafter referred to as “freelancers” or “contractors”) to create their profiles, advertise/list their expertise/capabilities and the services which they offer/provide to clients on the website so that the clients (hereinafter referred to as the “Customers”) who wish to avail the services of the freelancers listed on the website shall hire freelancers, communicate with freelancers, , leave feedback for freelancers, and pay freelancers for the services availed via our website (hereinafter referred to as the “Services”). The “freelancers” and “customers” shall together be referred to as Users.
BY CLICKING ON THE "ACCEPT" BUTTON AT THE END OF THE AGREEMENT ACCEPTANCE FORM, USERS AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY BEFORE ACCEPTING ITS TERMS. YOUR USAGE OF THIS WEBSITE SIGNIFIES YOUR ASSENT TO THE FOLLOWING BINDING AGREEMENT.
By using the Site, you agree to comply with and be legally bound by the terms and conditions of these Terms of Service ("Terms"), whether or not you become a registered user of the Services. These Terms govern your access to and use of the Site and Services and all Collective Content, and constitute a binding legal agreement between you and us. Failure to use the Site in accordance with these Terms may subject you to civil and criminal penalties.
You understand and agree that we are not a party to any agreement entered into between the users and customers. We have no control over the conduct of users of the site and services, and disclaim all liability in this regard.
The use of this Website constitutes your consent to, and agreement to, abide by the most current version of these terms and conditions (the "Terms"). We may at any time revise these terms and conditions by updating the Terms. You agree to be bound by subsequent revisions and agree to review the Terms periodically for changes to the terms and conditions. The most up to date version of the Terms will always be available for your review under the "Terms and Conditions" link that appears at the bottom of the Website.
This website reserves the right to recover the cost of services, collection charges and lawyers fees from persons using the Site fraudulently. This website reserves the right to initiate legal proceedings against such persons for fraudulent use of the Site and any other unlawful acts or acts or omissions in breach of these terms and conditions.
PLEASE READ THESE TERMS OF USE AND CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE OF DISPUTES.
IN USING THIS WEBSITE YOU ARE DEEMED TO HAVE READ AND AGREED TO THE FOLLOWING TERMS AND CONDITIONS SET FORTH HEREIN. ANY INCIDENTAL DOCUMENTS AND LINKS MENTIONED SHALL BE CONSIDERED TO BE ACCEPTED JOINTLY WITH THESE TERMS. YOU AGREE TO USE THE WEBSITE ONLY IN STRICT INTERPRETATION AND ACCEPTANCE OF THESE TERMS AND ANY ACTIONS OR COMMITMENTS MADE WITHOUT REGARD TO THESE TERMS SHALL BE AT YOUR OWN RISK. THESE TERMS AND CONDITIONS FORM PART OF THE AGREEMENT BETWEEN THE USERS AND US.
1.1 "Agreement" means the terms and conditions as detailed herein including all Exhibits, privacy policy, other policies mentioned on the website and will include the references to this agreement as amended, negated, supplemented, varied or replaced from time to time.
1.2 “https://www.upsila.com” (name of the website) means the online platform that enables Users to create their profiles, advertise/list their expertise/capabilities and the services which they offer/provide to customers and also allows the customers to hire a freelancer as per their requirement and pay the freelancers for the services availed from them via our website.
1.3 “Freelancers” shall mean the individuals who offer their services to customer for which they create and advertise/list their profile stating their expertise/capabilities etc. on our website. It is mandatory for the freelancers to register and create an account on our website in order to avail our services.
1.4 “Customers” shall mean the individuals who wish to avail some service of the freelancer for which they use our website in order to hire a freelancer as per their need/requirement and pay the freelancers via our website.
1.5 “Account” means the account that freelancers and customers have to create in order to use the services provided by our Website upon registration.
1.6 “Transactions" shall mean the contracts finalized between freelancers and customers.
1.7“SNS” shall mean Social Networking Site such as Facebook, Twitter etc.
1.8“Users” refers to freelancers, customers, and individuals that use the services provided by our Website.
2.1 The official language of these terms shall be English.
2.2 The headings and sub-headings are merely for convenience purpose and shall not be used for interpretation.
2.3 In case there exists a machine-readable version of this agreement, arises a conflict with the human readable version, the later shall prevail.
3.1 Our services are available only to, and may only be used by individuals who can form legally binding contracts under applicable law and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations.
3.2 Without limiting the foregoing, the website is not available to children (persons under the age of 18) or Users who have had their User account temporarily or permanently deactivated. By becoming a User and/or availing our services, you represent and warrant that you are at least 18 years old and that you have the right, authority and capacity to enter into and abide by the terms and conditions of this Agreement. You represent and warrant that you are at least 18 years old. Individuals under the age of 18 must at all times use our Services only in conjunction with and under the supervision of a parent or legal guardian who is at least 18 years of age. In this all cases, the adult is the user and is responsible for any and all activities.
3.3 Unauthorized Users are strictly prohibited from accessing or attempting to access, directly or indirectly, the website. Any such unauthorized use is strictly forbidden and shall constitute a violation of applicable state and local laws.
3.4 Our website may, in its sole discretion, refuse to offer access to or use of the website to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the application is revoked in such jurisdictions.
4.1 The freelancers are required to register and create an account on our website in order to avail our services.
4.2 After registering and creating an account on our website, we shall create a public page for the freelancers.
4.3 Our website shall share some content of the freelancers on social media and other websites upon acceptance of the freelancers.
4.4 The freelancers shall be allowed to sell their services to the customers at their own price i.e. the price of the services shall be fixed by the freelancers only and shall be displayed on their profile. The freelancer shall offer his price for the services to the customers. If the customer wishes to hire the freelancer then the customer shall send the money to the freelancer and the freelancer shall have the option of either accepting or rejecting the payment.
4.5 Our website does not review or verify the information or representations set forth in the freelancer’s profile, as they are self-reported by the freelancers. Our website makes no guarantees, promises, warranties or representations of any kind regarding the skills or representations of such freelancers.
4.6 Any Service offered by freelancers to customers on our website:
(a) shall not be fraudulent;
(b) shall not infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
(c) shall not violate any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
(d) shall not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing;
(e) shall not be obscene or contain child pornography; and (f) shall not contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
4.7 Our website acts as a marketplace between customers and freelancers and shall not be held liable or accountable for any damages that occur when freelancer is rendering his services. While our website will make the best effort to vet the freelancer and make sure that the job is well done to your satisfaction, our website does not guarantee the job performed by the freelancer nor will our website cover any damages that freelancers incur.
5.1 It is mandatory for the freelancers and the customers to create an account on our website in order to avail our services.
5.2 In order to create an account and register with us you shall either create an account directly with us or you may register with us by using your valid account on the social networking service (“SNS”) such as Facebook or twitter or Google accounts (each such account, a “Third-Party Account”). If you access the Services through a SNS, you may link your Account with Third-Party Accounts, by allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating us to pay any fees or making us subject to any usage limitations imposed by such third-party service providers. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND WE DISCLAIM ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS.
5.3 Accounts:
5.4 You agree to provide and maintain accurate, current and complete information about your Account. Without limiting the foregoing, in the event you change any of your personal information as mentioned above in this Agreement, you will update your Account information promptly.
5.5 When creating an Account, don’t:
5.6 We reserve the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, false or misleading or to reclaim any username that you create through the Service that violates our Terms. If you have reason to believe that your Account is no longer secure, then you must immediately notify us at support@upsila.com.
5.7 You may not transfer or sell your upsila.com account and User ID to another party. If you are registering as a business entity, you personally guarantee that you have the authority to bind the entity to this Agreement.
5.8 Our website reserves the right, in its sole discretion, to cancel unconfirmed or inactive accounts. Our website reserves the right to refuse service to anyone, for any reason, at any time.
5.9 One individual can own only one account in his/her name.
5.10 You agree to comply with all local laws regarding online conduct and acceptable content.
6.1 Our website and its affiliated companies provide only a referral service.
6.2 The freelancers shall perform services as an independent contractor and nothing in these Terms of Service shall be deemed to create a partnership, joint venture, agency, or employer-employee relationship between contractor and customer or between us and any customer or contractor.
6.3 When a freelancer provides his/her services to a Customer, the freelancer is acting on his/her sole behalf and is not a representative or agent of our website or our affiliates.
7.1 We are not a party to the dealing, contracting and fulfillment of any Job between Users. We have no control over and do not guarantee the quality, safety or legality of any services performed or deliverables created, advertised, the truth or accuracy of job listings, the qualifications, background, or abilities of Users, the ability of freelancers to perform services, the ability of customers to pay for services, or that a user can or will actually complete a Job.
7.2 We are not responsible for and will not control the manner in which a freelancer operates and is not involved in the hiring, firing, discipline or working conditions of the freelancer. All rights and obligations for the purchase and sale of services or other deliverables are solely between the Users. Customers and freelancers must look solely to each other for enforcement and performance of all the rights and obligations and any other terms, conditions, representations, or warranties associated with such dealings.
8.1 The customers shall make the payments to us via credit card which shall be deposited in our escrow account at the time of availing our services on behalf of the freelancer.
8.2 Once the freelancer provides his service to the customer, we shall release the payment to the freelancer’s account after deducting our commission in an amount of %.
8.3 We are NOT required to or inclined to award any interest to any user for any amount withheld with us in the escrow account or any other account in relation to this website.
8.4 Our website uses third party payment providers to receive payments from customers on freelancer’s behalf. We are not responsible for delays or erroneous transaction execution or cancellation of orders due to payment issues.
8.5 We take utmost care to work with 3rd party payment providers, but do not control their systems, processes, technology and work flows, hence we cannot be held responsible for any fault at the end of payment providers. We reserve the right to change or replace the payment gateway on our sole discretion without any reservation whatsoever. We do not store your bank information with us and everything is completed through secure third party payment gateways and at no point of time we assume any liability for any loss of data or wrongful payment or invalid payment processing by such a third party. You agree that you will hold us harmless against any such dispute or legal claim.
8.6 The Users acknowledge that we will not be liable for any damages, interests or claims etc. resulting from not processing a Transaction/Transaction Price or any delay in processing a Transaction/Transaction Price which is beyond our control.
9.1 Our website reserves the right to recover the cost of services, collection charges and lawyers' fees from persons using the website fraudulently. We reserve the right to initiate legal proceedings against such persons for fraudulent use of the website and any other unlawful act or acts or omissions in breach of these terms and conditions.
9.2 We as a merchant shall be under no liability whatsoever in respect of any loss or damage arising directly or indirectly out of the decline of authorization for any Transaction, on Account of the Cardholder having exceeded the preset limit mutually agreed by us with our acquiring bank from time to time.
10.1 You shall not host, display, upload, modify, publish, transmit, update or share any information which:
(a) belongs to another person and to which You do not have any right;
(b) is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever; or unlawfully threatening or unlawfully harassing including but not limited to "indecent representation of women";
(c) is misleading in any way;
(d) is patently offensive to the online community, such as sexually explicit content, or content that promotes obscenity, pedophilia, racism, bigotry, hatred or physical harm of any kind against any group or individual;
(e) harasses or advocates harassment of another person;
(f) involves the transmission of "junk mail", "chain letters", or unsolicited mass mailing or "spamming";
(g) promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
(h) infringes upon or violates any third party's rights [including, but not limited to, intellectual property rights, rights of privacy (including without limitation unauthorized disclosure of a person's name, email address, physical address or phone number) or rights of publicity];
(i) promotes an illegal or unauthorized copy of another person's copyrighted work (see "Copyright complaint" below for instructions on how to lodge a complaint about uploaded copyrighted material), such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;
(j) contains restricted or password-only access pages, or hidden pages or images (those not linked to or from another accessible page);
(k) provides material that exploits people in a sexual, violent or otherwise inappropriate manner or solicits personal information from anyone;
(l) provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
(m) contains video, photographs, or images of another person (with a minor or an adult).
(n) tries to gain unauthorized access or exceeds the scope of authorized access to the Website or to profiles, blogs, communities, account information, bulletins, friend request, or other areas of the Website or solicits passwords or personal identifying information for commercial or unlawful purposes from other users;
(o) engages in commercial activities and/or sales without Our prior written consent such as contests, sweepstakes, barter, advertising and pyramid schemes, or the buying or selling of "virtual" products related to the Website;
(p) solicits gambling or engages in any gambling activity which we, in our sole discretion, believe is or could be construed as being illegal;
(q) interferes with another User's use and enjoyment of the Website and enjoyment of similar services;
(r) refers to any website or URL that, in Our sole discretion, contains material that is inappropriate for the Website or any other website, contains content that would be prohibited or violates the letter or spirit of these Terms and Conditions.
(s) harm minors in any way;
(t) infringes any patent, trademark, copyright or other proprietary rights or third party's trade secrets or rights of publicity or privacy or shall not be fraudulent or involve the sale of counterfeit or stolen products;
(u) violates any law for the time being in force;
(v) deceives or misleads the addressee/ users about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;
(w) impersonate another person;
(x) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; or contains any trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, diminish value of, surreptitiously intercept or expropriate any system, data or personal information;
(y) threatens the unity, integrity, defence, security etc. of www.upsila.com, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation.
(z) shall not be false, inaccurate or misleading;
10.2 You shall not, directly or indirectly, offer, attempt to offer, trade or attempt to trade in any service, the dealing of which is prohibited or restricted in any manner under the provisions of any applicable law, rule, regulation or guideline for the time being in force.
10.3 You shall not create liability for us or cause us to lose (in whole or in part) the services of our internet service provider ("ISPs") or other suppliers;
10.4 You shall not use any "deep-link", "page-scrape", "robot", "spider" or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the website or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the website or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the website. We reserve our right to bar any such activity.
10.5 You shall not attempt to gain unauthorized access to any portion or feature of the website, or any other systems or networks connected to the website or to any server, computer, network, or to any of the services offered on or through the Website, by hacking, password "mining" or any other illegitimate means.
10.6 You shall not probe, scan or test the vulnerability of the website or any network connected to the Website nor breach the security or authentication measures on the Website or any network connected to the Website. You may not reverse look-up, trace or seek to trace any information of any other User or visitor of website.
10.7 You shall not make any negative, denigrating or defamatory statement(s) or comment(s) about Us or the brand name or domain name used by Us, or otherwise engage in any conduct or action that might tarnish the image or reputation, of our website or otherwise tarnish or dilute any of our trade or service marks, trade name and/or goodwill associated with such trade or service marks, trade name as may be owned or used by us. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the website or our systems or networks, or any systems or networks connected to us.
10.8 You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the website or any transaction being conducted on the website, or with any other person's use of the website.
10.9 You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to us on or through the website or any service offered on or through the website. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.
10.10 You may not use the website or any content for any purpose that is unlawful or prohibited by these Terms and Conditions, or to solicit the performance of any illegal activity or other activity which infringes the rights of our website and / or others.
10.11 You shall at all times ensure full compliance with the applicable local laws, rules and Regulations and all other applicable provisions under Ontario laws and as amended from time to time regarding your use of our services.
10.12 You shall solely enable us to use the information you supply us with, so that we are not violating any rights you might have in your Information, you agree to grant Us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise the copyright, publicity, database rights or any other rights you have in your Information, in any media now known or not currently known, with respect to your Information. We will only use your information in accordance with the Terms and Conditions and Privacy Policy applicable to use of the Website.
10.13 We reserve the right, but have no obligation, to monitor the materials posted on the website. Our website shall have the right to remove or edit any content that in its sole discretion violates, or is alleged to violate, any applicable law or either the spirit or letter of these Terms and Conditions. Notwithstanding this right, you remain solely responsible for the content of the materials you post on the website. Please be advised that such Content posted does not necessarily reflect our views. In no event shall our website assume or have any responsibility or liability for any Content posted or for any claims, damages or losses resulting from use of Content and/or appearance of Content on the website. You hereby represent and warrant that you have all necessary rights in and to all Content which you provide and all information it contains and that such Content shall not infringe any proprietary or other rights of third parties or contain any libellous, tortious, or otherwise unlawful information.
10.14 It is possible that other users (including unauthorized users or "hackers") may post or transmit offensive or obscene materials on the website and that you may be involuntarily exposed to such offensive and obscene materials. It also is possible for others to obtain personal information about you due to your use of the website, and that the recipient may use such information to harass or injure you. We do not approve of such unauthorized uses, but by using the website, you acknowledge and agree that we are not responsible for the use of any personal information that you publicly disclose or share with others on the website. Please carefully select the type of information that you publicly disclose or share with others on the website.
10.15 We shall have all the rights to take necessary action and claim damages that may occur due to your involvement/participation in any way on your own or through group/s of people, intentionally or unintentionally in DoS/DDoS (Distributed Denial of Services).
Customers and freelancers each acknowledge and agree that the value, reputation, and goodwill of the website depend on their performance of their covenants and agreements between them.
We may at any time modify the Terms & Conditions of Use of the website without any prior notification to you. You can access the latest version of the User Agreement at any given time on our website. You should regularly review the Terms & Conditions on our website. In the event the modified Terms & Conditions is not acceptable to you, you should discontinue using the service. However, if you continue to use the service you shall be deemed to have agreed to accept and abide by the modified Terms & Conditions of Use of this site.
13.1 All reviews, comments, feedback, postcards, suggestions, ideas, and other submissions disclosed, submitted or offered to us on or by this Site or otherwise disclosed, submitted or offered in connection with your use of this website (collectively, the "Comments") shall be and remain our property. Such disclosure, submission or offer of any Comments shall constitute an assignment to us of all worldwide rights, titles and interests in all copyrights and other intellectual properties in the Comments. Thus, we exclusively own all such rights, titles and interests and shall not be limited in any way in its use, commercial or otherwise, of any Comments. We will be entitled to use, reproduce, disclose, modify, adapt, create derivative works from, publish, display and distribute any Comments you submit for any purpose whatsoever, without restriction and without compensating you in any way.
13.2 We are and shall be under no obligation (1) to maintain any Comments in confidence; (2) to pay you any compensation for any Comments; or (3) to respond to any Comments. You agree that any Comments submitted by you to the Site will not violate this policy or any right of any third party, including copyright, trademark, privacy or other personal or proprietary right(s), and will not cause injury to any person or entity. You further agree that no Comments submitted by you to the Site will be or contain libelous or otherwise unlawful, threatening, abusive or obscene material, or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any form of "spam".
13.3 Our website does not regularly review posted Comments, but does reserve the right (but not the obligation) to monitor and edit or remove any Comments submitted to the Site. You grant us the right to use the name that you submit in connection with any Comments. You agree not to use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of any Comments you submit. You are and shall remain solely responsible for the content of any Comments you make and you agree to indemnify us and our affiliates for all claims resulting from any Comments you submit. We and our affiliates take no responsibility and assume no liability for any Comments submitted by you or any third party.
14.1 Our website, our suppliers and licensors expressly reserve all intellectual property rights in all text, programs, products, processes, technology, content and other materials, which appear on this Site. Access to this Site does not confer and shall not be considered as conferring upon anyone any license under any of www.upsila.com or any third party's intellectual property rights. All rights, including copyright, in this website are owned by or licensed to us or third party suppliers. Any use of this website or its contents, including copying or storing it or them in whole or part, other than for your own personal, non-commercial use is prohibited without the permission of our website. You cannot modify, distribute or re-post anything on this website for any purpose.
14.2 The www.upsila.com names and logos and all related product and service and our slogans are the trademarks or service marks of www.upsila.com. All other marks are the property of their respective companies. No trademark or service mark license is granted in connection with the materials contained on this Site. Access to this Site does not authorize anyone to use any name, logo or mark in any manner.
14.3 All materials, including images, text, illustrations, designs, icons, photographs, programs, music clips or downloads, video clips and written and other materials that are part of this Site (collectively, the "Contents") are intended solely for personal, non-commercial use. You may download or copy the Contents and other downloadable materials displayed on the Site for your personal use only. No right, title or interest in any downloaded materials or software is transferred to you as a result of any such downloading or copying. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any of the Contents, the Site or any related software. All software used on this Site is the property of our website or its suppliers and protected by copyright laws of Ontario. The Contents and software on this Site may be used only as a referral resource. Any other use, including the reproduction, modification, distribution, transmission, republication, display, or performance, of the Contents on this Site is strictly prohibited. Unless otherwise noted, all Contents are copyrights, trademarks and/or other intellectual property owned, controlled or licensed by our website, one of its affiliates or by third parties who have licensed their materials to us and are protected by copyright laws of Ontario. The compilation (meaning the collection, arrangement, and assembly) of all Contents on this Site is the exclusive property of our website and is also protected by Copyright laws of Ontario.
14.4 If you learn of any unlawful material or activity on our website, or any material or activity that breaches this notice, please inform us. We respect the intellectual property rights of others and expect users of the Services to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are promptly and properly provided to us. If you have a reason to believe that Your Content has been copied in a way that constitutes copyright infringement, please provide us with the following information:
(i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf;
(ii) identification of the copyrighted work claimed to have been infringed;
(iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
(iv) Your contact information, including your address, telephone number and an email address;
(v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(vi) a statement that the information in the notification is accurate, and that You are authorized to act on behalf of the copyright owner.
14.5 We have the right to remove the Content alleged to be infringing without prior notice, at our sole discretion, and without liability to you. In appropriate circumstances, we will also terminate a user’s account if we determine that the user is a repeat infringer.
14.6 While we are not obligated to review User Submitted Materials for copyright infringement, we are committed to protecting copyrights and expect users of our website to do the same. If you believe in good faith that any material used or displayed on or through our website infringes your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the information as stated in clause 14.4 above.
15.1 You retain your rights to any Content you list, post or upload on our website. By listing, posting or uploading Content using our website, you grant us a limited, perpetual, irrevocable, worldwide, non-exclusive, royalty-free, transferable license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, create derivative works of, transmit, host, display, and distribute such Content in any and all media or distribution methods (now known or later developed) as necessary to provide the website and in accordance with these Terms.
15.2 You further agree that this license includes the right for us to modify or adapt your Content in order to transmit, display, or distribute it over mobile networks and in various media and/or make changes to your Content as are necessary to conform and adapt that Content to any requirements or limitations of any networks, devices, services, or media.
15.3 You are solely responsible for your use of the website, for any content you provide, and for any consequences thereof, including, but not limited to, the use of your content by us. Without limiting the foregoing, you represent and warrant that you have all the rights, power, and authority necessary to grant the rights granted herein to any Content that you submit.
15.4 You will indemnify and hold us harmless from and against any and all claims, suits, disputes, actions, losses, judgments, and costs (including, but not limited to, attorneys’ fees) arising out of or relating to any one or more of the following: (a) your use of or access to our website, (b) your provision of any Content or other information to or through the website, (c) any third party claim that any Content you provide infringes, misappropriates, or otherwise violates any Rights, and (d) your violation of any of these Terms.
All right, title, and interest in and to the website (excluding Content provided by users) is and will remain the exclusive property of us and our licensors. The website service is protected by copyright, trademark, and other laws of Ontario. Nothing in these Terms gives you a right to use the name of the website or website’s trademark or logo, or any other trademarks, logos, domain names, or other distinctive brand features relating to the website or located on the website.
17.1 We may, at any time and without notice, suspend, cancel, or terminate your right to use the Site (or any portion of the Site). In the event of suspension, cancellation, or termination, you are no longer authorized to access the part of the Site affected by such suspension, cancellation, or termination. In the event of any suspension, cancellation, or termination, the restrictions imposed on you with respect to material downloaded from the Site, and the disclaimers and limitations of liabilities set forth in the Agreement, shall survive.
17.2 Depending upon the nature of termination, subject to the provisions laid down in this agreement, we may or may not refund you for any payment due or kept with us. We will review the refund requests case by case. Without limiting the foregoing, we may close, suspend or limit your access to your Account:
17.3 If we close your Account due to your breach of this User Agreement, you may also become liable for certain fees as mentioned below.
17.4 Without limiting our other remedies, to the extent you have breached this User Agreement, you must pay us all fees owed to us and reimburse us for all losses and costs (including any and all of our employee time) and reasonable expenses (including legal fees) related to investigating such breach and collecting such fees.
17.5 In the event that we close your Account, you will have no claim whatsoever against us in respect of any such suspension or termination of your Account.
We allow you to close your account with us if you send us a request for the same at supprt@upsila.com. However, you must not have any outstanding payment, dispute, listing or any other matter unresolved with us or third parties through our website.
We reserve the right to terminate or suspend an account which has been inactive for more than one year without any activity or subscription payment left. We will notify you at the email provided with us three times, at 2 months, 1 month and 24 hours prior to the suspension.
20.1 Disputes with our website:
20.2 Disputes with Users or Third Parties:
We respect the privacy of our users and take all possible measures to protect them. Our Privacy Policy has all the practices, measures and steps we have to protect your privacy.
We have employed the highest possible security measures to protect your data which is stored with us. While we take all possible measure steps, you must immediately notify us upon becoming aware of any unauthorized access, any illegal online activity or any other security breach pertaining to the Website, your Account or our Services and do everything under your control to mitigate the unauthorized access or security breach (including providing us the evidence and notifying appropriate authorities). You are solely responsible for securing your password. We will not be liable for any loss or damage arising from unauthorized access of your account resulting from your failure to secure your password.
23.1 The website content hosted on the website is subject to change as and when required without any prior notice. We do not expressly and impliedly regulate the information posted on our website by third parties or users. You agree that while some information posted on the website by the third party users may be offensive, harmful, inaccurate or misleading or mislabeled or deceptively labeled, the website is not liable or associated with the same in any way.
23.2 You agree that the operation of the website is a complex task and due to some human or accidental error we may put some content on the website which may be considered offensive, harmful, inaccurate or misleading or mislabeled or deceptively labeled. You agree that you will notify us to remove such content instead of taking any legal recourse.
23.3 Our Services, the Website and all content on it are provided on an 'as is', 'with all faults' and 'as available' basis and without warranties of any kind either express or implied. Without limiting the foregoing, we make no representation or warranty about the content, service, products, services, security, privacy of data or any other matter incidental to the website or its operation other than the liability incurred due to negligence of our employees.
You expressly agree to release us [including our directors, agents, officers, employees, affiliates and subsidiaries] from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with your disputes with other users or third parties through or on our website.
The suits which are impliedly or specifically barred by this agreement shall be opposed by us by pleading this agreement.
You expressly agree that you will not bring any class action against us unless we agree to such proceedings against us. Unless both parties agree, the arbitrator shall not consolidate or join the proceedings against us or you as a class of users.
27.1 Any notices must be given by postal mail to us;
27.2 In your case, we will send you any notice at your provided email address (either during the registration process or when your email address changes). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to us. In such case, notice shall be deemed given three days after the date of mailing.
Our website reserves the right to modify or terminate the website’s service for any reason, without notice, at any time. We also reserve the right to sell, alter, transfer or delegate our rights under this agreement to anyone without any prior notice to you. Our website does not guarantee continuous, uninterrupted access to the Site, and operation of the Site may be interfered with by numerous factors outside our control.
This Agreement shall in all respects be interpreted and construed with and by the laws of Ontario.
The services of our website are available globally. By agreeing to our policy, you warrant that it is completely legal to use our services and website in your country. It is the duty of the user to verify any potential violation. The user agrees to indemnify us or sister companies, employees, agents or any related individual or organization for any liability it might incur in a foreign jurisdiction. Our services shall not be deemed to constitute an offer to sell or serve in countries where it is illegal to do so. We reserve the right to monitor the location from which you access the Site and to block access from any jurisdiction in which participation is illegal or restricted
31.1 In no event shall we, and (as applicable) our subsidiaries, officers, directors, employees or our suppliers be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with the use of the site, our services, or this agreement, including without limitation, lost profits, bodily injury, emotional distress, or any special, incidental or consequential damages.
31.2 Our website’s liability, and (as applicable) the liability of our website’s subsidiaries, officers, directors, employees, and suppliers, to you or any third parties in any circumstance is limited to the greater of (a) the amount of fees you pay to us prior to the action giving rise to liability. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
32.1 The Site provides content from other Internet sites or resources and while our website tries to ensure that material included on the Site is correct, reputable and of high quality, it shall not accept responsibility if this is not the case. We will not be responsible for any errors or omissions or for the results obtained from the use of such information or for any technical problems you may experience with the Site. This disclaimer constitutes an essential part of this User Agreement. In addition, to the extent permitted by applicable law, we are not liable, and you agree not to hold Company responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from:
32.2 To the fullest extent permitted under applicable law, our website or its suppliers shall not be liable for any indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses arising out of or in connection with the Site, its services or this User Agreement.
You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.
We maintain that we shall not be held liable for any failure or departure from any obligation or promise mentioned in these terms or any of our policies which has happened due to circumstances beyond our reasonable control which includes but is not limited to natural disasters like flood, earthquake, acts of god, war, terrorism, religious and other riots, economic and technological embargoes etc.
If any portion of this Agreement is deemed void or unenforceable, then that provision shall be deemed severable from the Agreement and shall not affect the validity and enforceability of the remaining provisions.
The provisions of the Agreement which expressly or by their nature should survive termination of the Agreement shall survive such termination unless adjudged otherwise by the competent courts. .
The failure of us to enforce at any time any of the provisions of these of Agreement, or the failure to require at any time performance by you of any of the provisions of these provisions, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect our right to enforce each and every such provision thereafter. The express waiver by us of any provision, condition or requirement of these provisions shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
The Agreement, in connection with the other obligations and rules detailed in writing on the Site, constitute the entire agreement between you and the Site and cannot be modified by you. The Terms and Conditions cannot be modified on an individual basis by any person affiliated, or claiming affiliation, with the Site. Nothing in this subsection will prevent the Site from modifying the terms of these Terms and Conditions and posting such modifications on the Site.
39.1 Our website’s team may send you information about offers, notices, letters and other communication to your email. You can ask us to refrain from sending you offers or promotional offers at support@upsila.com
39.2 You consent to receive notices and information from us in respect of the Website and Services by electronic communication. You may withdraw this consent at any time, but if you do so we may choose to suspend or close your Account.
Payment processing services for users on Upsila are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these terms or continuing to operate as an user on Upsila, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Upsila enabling payment processing services through Stripe, you agree to provide Upsila accurate and complete information about you and your business, and you authorize Upsila to share it and transaction information related to your use of the payment processing services provided by Stripe.
We are always there to help you at support@upsila.com. You can send us notices or any other communication at support@upsila.com.