Last Revised: April 10, 2017
You understand that by using the Service, you agree to be bound by these Terms. If you do not accept these Terms in its entirety, you must not access or use Service. To the extent permitted by applicable law, we may, at any time, amend these Terms, including any feature or functionality of the Service, without prior notice to you. Any revisions to these Terms or changes to the Service will take effect when a revised version or a notification is posted in the Service unless otherwise stated. Your continued use of the Service after the revision date constitutes (a) your acceptance of revised Terms and/or of the changes in the Service, and (b) agreement to be bound by any such revised terms and conditions.
If you agree to these Terms on behalf of an entity, you represent and warrant that you have the authority to bind that entity to this these Terms and that such entity or organization is duly authorized to do business in the country or countries where it operates. In that event, “you,” “your,” or the “user” will refer and apply to that entity.
You may not access our Service if you are our direct competitor, except with our prior written consent. In addition, you may not access our Service for purposes of monitoring its performance or functionality, or for any other benchmarking or competitive purposes.
Your Account. In order to use the Service, you must (i) register for an account (“Account”), and (ii) provide certain information about yourself as requested by the Company in the online registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate, (b) you will maintain the accuracy of such information, (c) your use of the Service does not violate any applicable law, and (d) you are at least eighteen (18) years of age and have the legal capacity to enter into these Terms.
You may close your Account at any time, for any reason, by following the instructions in the Service. The Company may suspend or terminate your Account in accordance with the Term and Termination section of the present Terms.
Confidentiality and Security of Your Account. You shall be responsible for (i) maintaining and ensuring the confidentiality and security of your Account’s login information, and (ii) all activities that are conducted under your Account. You agree not to disclose your password to anyone and you shall be solely responsible for any use of or action taken through the use of such password in the Service. The Company cannot and will not be liable for any loss or damage arising from your failure to comply with this requirement. By using your Account, you acknowledge and agree that the Company’s account security procedures are commercially reasonable. You agree to immediately notify the Company in the event of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security.
License. Subject to the terms and conditions of these Terms, the Company grants you a limited, non-exclusive, non-transferable license of the right to use the Service and any data it generates (“Data”) solely for your internal business purposes and is subject to certain restrictions.
Certain Restrictions. The right granted to you in the present Terms is subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit the Service and the Data; (b) you shall not modify, translate, adapt, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Service; and (c) you shall not access the Service in order to build a similar or competitive service. Any future release, update, or other addition to any of functionalities of the Service shall be subject to the terms and conditions of these Terms.
You agree that the Service or Data may contain seeds to help us identify unauthorized use of the Service or Data, and you hereby agree not to remove any such seeds from the Service or Data. You agree not to use the Data as an indicator in determining an individual’s credit worthiness or eligibility for credit, insurance or employment. You agree not to mention the Company name in any of your marketing communications and materials. You agree not to use the Service or Data to advertise, sell, or exchange any products or services related to illegal or illicit activities, including, without limitation, payday loan services, sex products or services, drug products or services, pornographic materials, weapons, or involving credit repair services.
In your marketing communications including any Data, you hereby agree to: (i) abide by all applicable federal, state, foreign and local statutes and regulations, including, but not limited to, laws and regulations regarding telemarketing (including registration for a Subscription Account Number (SAN) with the National Do Not Call Registry (https://telemarketing.donotcall.gov), email, fax marketing, customer solicitation and privacy; (ii) ensure your mailings or other communications will be devoid of any reference to any selection criteria or presumed knowledge concerning the intended recipient of such solicitation, or the source of the recipient’s name and address; and (iii) abide by all applicable industry association guidelines and regulations; and (iv) to be in compliance with TCPA and FTC regulations.
You agree that any use of email Data shall abide by all applicable state and federal laws, including but not limited to, the CAN-SPAM Act of 2003. You agree that you shall be responsible for your entire use of any Data obtained from the Company, and that in the event that you send email in breach of the CAN-SPAM Act or of any other applicable anti-spam law, state law, rules or regulations, you specifically agree (in accordance with Indemnification Section of these Terms) to defend, indemnify and hold harmless the Company, including but not limited to its subsidiaries, affiliates, officers, agents, employees, representatives and agents.
Moreover, you agree not to use the Service to: (a) upload or distribute any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or a mobile device or data; (b) collect information or data regarding other users of the Service, including e-mail addresses, without their consent (e.g., using harvesting bots, robots, spiders, or scrapers); (c) disable, overburden, impair, or otherwise interfere with servers or networks connected to the Service (e.g., a denial of service attack); (d) attempt to gain unauthorized access to the Service or servers or networks connected to the Service (e.g., through password mining); or (e) interfere with another user’s use and enjoyment of the Service; (e) advertise, sell, or exchange any products or services related to illegal or illicit activities, including, without limitation, sex products or services, illegal drug products or services, pornographic materials, weapons or any other illegal goods or services.
Modification. We reserve the right, at any time, to modify, suspend, or discontinue the operation of the Service or any part thereof with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuance of operation of the Service or any part thereof.
Ownership. We and our licensors (if any and where applicable) own all right, title and interest, including all related intellectual property rights, in and to the Service and Data (excluding your Content, as defined below). The Service and Data are licensed to you; this means that the Service and Data are under no circumstances sold/transferred to you. Indeed, the present Terms do not convey to you any rights of ownership in or related to the Service or Data. Our name, logo, and other names associated with the Service belong to us (or our licensors, if any and where applicable), and no license of the right to use them by implication, estoppel or otherwise is granted to you hereunder. We (and our licensors, if any and where applicable) reserve all rights not granted in these Terms.
Content. “Content” shall mean any and all content (including, but not limited to, data such as email lists, zip code lists, and phone number lists) that a user uploads to the Service. You are solely responsible for your Content. You assume all risks associated with the use of your Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your Content that makes you or any third party personally identifiable.
You agree not to use the Service to upload, distribute, or otherwise use any Content in a way (a) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) that is tortious, trade libelous, defamatory, false, or intentionally misleading, (c) that is harassing, abusive, threatening, harmful, vulgar, obscene, offensive, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual, or is otherwise objectionable, (d) that is harmful to minors in any way; or (e) that violates any law, regulation, or contractual obligations.
The Company is not responsible for and do not control any Content. The Company has no obligation to review or monitor, and does not approve, endorse, or make any representations or warranties with respect to any Content.
Free trial and Service Plans. You may always find the information on our Service plans and pricing at https://www.uplead.com/pricing. You may also sign up for a 3-day free trial. In order to continue enjoying our Service upon expiration of the 3-day free trial, you will need to choose one of the paid Service plans. The credit/debit card number you provide will be automatically charged the relevant Service fee every billing cycle. If you cancel a payment or initiate an improper chargeback your Account may be suspended.
Upgrading or downgrading a Service Plan. You may upgrade or downgrade your Service Plan at any time by choosing upgrade or downgrade option under “Subscription” tab in your Account. Should you downgrade your Service plan, we will recalculate your Service fee on a pro rata basis. Any balance will be carried over towards the next month’s fee. Should you upgrade your Service plan, we will recalculate your Service fee on a pro rata basis and charge you the relevant amount due.
Cancellation of a Service Plan. You may cancel your Service plan via your Account at any time and for any reason. However, all fees paid by You hereunder are non-refundable. If you cancel your Service plan prior to the end of a billing cycle, you will no longer be able to continue enjoying the Service until the end of such billing cycle.
The Service is provided on “as is” and “as available” basis and we (and our suppliers) expressly disclaim any warranties and conditions of any kind, whether express or implied, including the warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. the Company (and our suppliers) makes no warranty that the Service: (a) will meet your requirements; (b) will be available on an uninterrupted, timely, secure, or error-free basis; or (c) will be accurate, reliable, complete, legal, or safe. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you.
You hereby warrant that your use of the Data will abide by all applicable federal, state, local, and foreign laws, statutes, rules, and regulations (“Laws”), including Laws regarding telemarketing, email and facsimile marketing, customer solicitation, and all applicable guidelines of the Direct Marketing Association (“DMA”). If you are not a member of the DMA, you shall use your best efforts to abide by the DMA’s guidelines. You understand and agree that it is your sole responsibility to determine the applicability of, and ensure your own compliance with, any such Laws. You hereby warrant that your use of any United States email Data will abide by all applicable Laws including, without limitation, the CAN-SPAM Act, COPPA, and any State Registry laws. You acknowledge that certain Data may include names and phone numbers that appear on one or more Do Not Call lists maintained by a federal, state, provincial, or other governmental entity. You agree to comply with all such relevant Laws relating to such Do Not Call lists.
IN NO EVENT SHALL WE (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THESE TERMS AND THE SERVICE EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO AND USE OF THE SERVICE ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
You agree to defend us, indemnify us and hold harmless the Company, its subsidiaries, affiliates, officers, agents, employees, representatives and agents from and against any claims, suits, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) brought by third parties resulting from or relating to: (i) your use of the Service, (ii) your Content, (iii) your violation of these Terms, or (iv) any claim, judgment, or adjudication that any Service or action or omission by you infringes proprietary rights or other rights of any third party or any other Service user.
We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
Term. You hereby acknowledge and agree that these Terms shall come into force on the date you create an Account and will remain in force and effect until terminated in accordance with these Terms.
Termination. You may terminate these Terms at any time and for any reason by closing your Account in the Service.
We may suspend your rights to use the Service and/or terminate these Terms, at any time and for any reason, at our sole discretion, with or without notice to you, including if we believe you have violated any provision of these Terms.
Upon termination of these Terms, your Account and right to use the Service will automatically and immediately terminate. You understand that closure/termination of your Account involves deletion of your Content. We will not incur any liability whatsoever to you for any termination of these Terms, including for any termination of your Account or deletion of your Content. Termination shall not relieve you of the requirement to pay for any outstanding fees, which are non-refundable.
Modifications. No modification or amendment to these Terms shall be binding upon the Company unless in a written instrument signed/executed by a duly authorized representative of the Company.
Waiver. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision.
Assignment. We may assign, transfer or otherwise dispose of these Terms in whole or in part or any of our rights hereunder in connection with a merger, acquisition, reorganization or sale of all or substantially all of our assets, or other operation of law, without your consent. The terms and conditions of these Terms shall be binding upon assignees.
Severability. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, (i) the other provisions of these Terms will be unimpaired, and (ii) the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
Consent to Electronic Notices. You consent to the use of (a) electronic means to execute these Terms and to deliver any notices pursuant to these Terms; and (b) electronic records to store information related to these Terms or your use of the Service. Notices hereunder shall be invalid unless made in writing and given (a) by the Company via email (to the email address that you provide), (b) a notification post in the Service or (c) by you via email to [email protected] or to such other email addresses as the Company may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.
Governing Law. These Terms shall be governed by the laws of State of California, USA without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. You agree to submit to the personal jurisdiction of the courts located in the County of Los Angeles, California, USA for the purpose of litigating all claims or disputes. Notwithstanding the foregoing, we may seek injunctive or other equitable relief to protect our rights in any court of competent jurisdiction.