uppnå terms of service

Last Updated and Effective: 04.01.2024

1. BINDING CONTRACTUAL TERMS

Welcome to Uppna! These Terms of Service ("Terms") are a binding agreement between you and Uppna Global Inc., a Washington Limited Liability Company (collectively, “we,” “us,” “our”, or “Uppna”) and set forth the terms and conditions under which you are authorized to use our products and service, which include, but are not limited to, our websites, including getuppna.com, mobile app (“App”), and any website, application, or service where these Terms are posted, and any subdomains and mobile versions thereof (collectively, the “Platform” or the “Uppna Platform”), as well as our offline services (collectively, our “Services”). Please note that Uppna’s use of any personal information you provide to us, including during the registration process, is governed by our Privacy Policy.

ATTENTION: PLEASE READ THESE TERMS, OUR PRIVACY POLICY, AND ANY ADDITIONAL AGREEMENTS BETWEEN YOU AND UPPNA CAREFULLY BEFORE USING THE Platform. DOWNLOADING OR ACCESSING ANY PART OF THE Platform INDICATES THAT YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS AND ACKNOWLEDGE THE PRIVACY POLICY IN FULL. IF YOU DO NOT ACCEPT THESE TERMS AND PRIVACY POLICY, DO NOT USE THE Platform AND DELETE ANY DOWNLOADED MATERIALS IMMEDIATELY.

2. ARBITRATION AND CLASS WAIVER NOTICE

PLEASE NOTE THAT THESE Terms CONTAIN AN ARBITRATION CLAUSE AND CLASS ACTION WAVIER (SEE SECTION 18 - DISPUTE RESOLUTION, ARBITRATION, AND CLASS WAIVER BELOW). THROUGH YOUR AGREEMENT TO THESE Terms: (I) YOU AND UPPNA AGREE TO RESOLVE THROUGH BINDING, INDIVIDUAL ARBITRATION, AND NOT IN COURT, ANY AND ALL DISPUTES ARISING FROM OR RELATING TO THESE Terms, THE SERVICES, INFORMATION, OR ANY OTHER SERVICES OR PRODUCTS PROVIDED, SOLD, PURCHASED, MANAGED, OPERATED, OR FULFILLED BY UPPNA; AND (II) YOU AND UPPNA EACH EXPRESSLY WAIVE ANY RIGHTS TO ENFORCE THIS AGREEMENT IN COURT OR AS A CLASS, SUBJECT TO THE LIMITED EXCEPTIONS DESCRIBED BELOW.

These Terms also include a disclaimer of warranties, a disclaimer of liability, and a release and indemnification by you, in Sections 1, 4, 7.b, 13, 14, 17, 18 and 19. Please review those sections (and all other terms) carefully.

3. DESCRIPTION OF SERVICES

Our Services primarily provide a convenient platform to book cleaning and other personal services (collectively, “Professional Services”) to be performed for you by our in-house team of cleaning professionals (“Cleaning Pros”). To the extent new services, content, or features are added to our Services in the future, your use thereof is subject to these Terms.

4. ACCESS TO DWELLING

If you book Professional Services, you hereby consent to the access by our Cleaning Pros to your dwelling solely for the performance of the designated services. You are solely responsible for allowing access to your Cleaning Pro. If the Cleaning Pro is not able to access your dwelling, you shall remain responsible for paying for the services.

5. CONSENT TO PHOTOGRAPH

You hereby consent to the Cleaning Pro taking photographs of the interior and exterior of your private residence, as applicable, in connection with the Cleaning Pro’s provision of the Professional Services.

6. CHANGES

We reserve the right to modify or discontinue the Services (or any portion of the Services), temporarily or permanently, with or without notice to you, and are not obligated to support or update the Services. YOU AGREE THAT UPPNA SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY IN THE EVENT THAT WE EXERCISE OUR RIGHT TO MODIFY OR DISCONTINUE THE SERVICES (OR ANY PORTION OF THE SERVICES). Unless explicitly stated otherwise, any new features that augment or enhance the current Services shall be subject to these Terms.

7. ELIGIBILITY AND PERMISSION TO USE THE SERVICE

We grant you permission to use the Services subject to these Terms. As a condition of your right to use our Services, you represent that you are 18 years of age (or the age of majority in your jurisdiction) and otherwise able to enter into a binding contract and that you are not a person barred from accessing the Services under the laws of the United States or any other country.

8. BOOKINGS AND CANCELLATIONS

a.booking. In order to book Professional Services, you will create an account on our app, sign up with your phone number and email, and select the date for your service and a time window (either 9–12 p.m. PT or 12–5 p.m. PT) for our arrival.

b. Rescheduling/Cancellation. You are free to reschedule or cancel the Professional Services up to 24 hours in advance of the scheduled booking. If you cancel the scheduled booking within 24 hours or less of the scheduled booking, you will incur a minimum $25 cancellation fee (or such other amount as indicated in the booking).

9. PRICE AND PAYMENTS

a. Price. The price for Professional Services ("Price") depends on various factors, such as location and on number of bedrooms and bathrooms in the dwelling unit, or other factors indicated as part of the booking process. Payment terms are indicated during the booking process and may vary, based on your inputs. You will be charged the Price that you agree to when you book or otherwise request or agree to receive Professional Services. In the event your space is larger than you indicated in your booking, Uppna reserves the right to, in its discretion, charge additional amounts in an amount corresponding to any additional areas cleaned in excess of the booked space (unless you indicate areas are not to be cleaned), or to clean only the area covered by the booking.

B. Payments. Any fees for the Professional Services are due immediately upon completion of the applicable service provided to you, and such fees are non-refundable. This no refund policy shall apply at all times, except that at our sole discretion, refunds or credits may be granted in extenuating circumstances, as a result of specific promotions, or to correct any errors we have made. You will provide Uppna with a valid and current payment method and will pay and authorize Uppna (or a third-party payment processor on Uppna's behalf) to charge your payment method the Price for your Professional Services. We retain the right, in our sole discretion, to place a hold on your payment method for an ordered Professional Service transaction prior to its completion. In the event of non-payment, Uppna, in its sole discretion, may use commercially reasonable methods to re-attempt to collect the amount due. While we will use commercially reasonable efforts to ensure the security of all payment methods and all other personal information, we expressly disclaim any liability for any damage that may result should any information be released to any third parties, and you agree to hold us harmless for any damages that may result therefrom. You will be liable for all transaction taxes on the Professional Service(s) provided (other than taxes based on Uppna's income).

10. USER-SUBMITTED CONTENT

Any content uploaded, posted, submitted, or otherwise made available by individual users of the Platform, including any other content which does not originate with Uppna ("User Content"), is the sole responsibility of the person who made such User Content available on the Platform. Under no circumstances will Uppna be liable in any way for any User Content made available through the Platform by you or any third party.

Since we do not control the User Content posted on the Platform, we do not guarantee the truthfulness, integrity, suitability, or quality of that User Content, and it does not endorse such User Content. You also agree and understand that by accessing the Platform, you may encounter content that you may consider to be objectionable. We have no responsibility for any User Content, including without limitation any errors or omissions therein. The Company Parties are not liable for any loss or damage of any kind incurred as a result of any User Content on the Platform.

User Content is owned by the author thereof, and the Company does not claim ownership of original works created and posted by individual visitors to this Platform. However, by uploading, posting, transmitting or otherwise making any User Content available on or through the Platform, you are granting Uppna an irrevocable, nonexclusive, perpetual, royalty-free, transferrable, sublicensable, worldwide license to copy, reproduce, modify, publish, display, distribute publicly, perform, exploit, and prepare derivative works of such User Content (including your name, image, likeness, or information you have made publicly available in connection therewith) in any manner (including without limitation in customer reviews, testimonials, or similar material promoting Uppna), media or format now existing or hereafter devised, without any obligation of notice, attribution or compensation to you.

Uppna reserves the right (but has no obligation) in its sole discretion to pre-screen, edit, refuse, move or remove any User Content that is posted on the Platform. You agree that the exercise by Uppna of such discretion shall not convert or transform User Content to content owned or provided by Uppna, and the user who made such User Content available on the Sites will retain ownership thereof as described below.

11. RESTRICTIONS ON USE OF THE PLATFORM

In your use of the Platform, you will not:

  • use the Platform for any purpose other than for using the features we intentionally make available to you;

  • copy, download or distribute any part of the Platform in any form or medium without the prior written authorization of Uppna;

  • alter, modify or make derivative works from any part of the Platform without the prior written authorization of Uppna;

  • resell or attempt to license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party, all or any part of the rights granted to you under these Terms, the Platform or any Content, in whole or in part;

  • modify, copy, distribute, download, scrape, use to train software or artificial intelligence, or transmit in any form or by any means any Content from the Platform other than your content which you legally post on, through or in connection with the Platform and other than the text from your own chats with characters you created.

  • provide false personal information or create an account for anyone other than yourself without permission;

  • show another person in an image, or otherwise use a person’s characteristics, without their permission;

  • create another account without our permission, if we have disabled your account;

  • share your password, let anyone else access your account, or do anything else that might jeopardize the security of your account;

  • assign or transfer your account or login information to anyone;

  • use web crawlers, web robots, web scutters, ants, automatic indexers, bots, worms, and other such devices in connection with the Platform; provided, however, that general purpose internet search engines and non-commercial public archives that use tools to gather information for the sole purpose of displaying hyperlinks to the Platform are granted a limited exception from the foregoing exclusion, provided that they do so from a stable IP address or range of IP addresses using an easily-identifiable agent;

  • post, transmit or submit any confidential (including social security or alternate national identity numbers, non-public phone numbers or non-public email addresses), false, misleading, unlawful, infringing, threatening, abusive, harassing, libelous, defamatory, discriminatory, obscene, inflammatory, scandalous, or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate the law;

  • upload, download, post, email or otherwise transmit any material that may infringe copyright, patent, trademark, trade secret, or other intellectual property or proprietary rights of any party;

  • use the Platform in any manner that could damage, disable, overburden, or impair the Platform or interfere with any other party’s use of the Platform;

  • obtain or attempt to obtain any content through any means not intentionally made available or provided for through the Platform;

  • facilitate gambling, gaming, raffles, lotteries, sweepstakes, and/or any other activity featuring the award of a prize;

  • impersonate or misrepresent any person or entity or your affiliation with someone else;

  • collect personal information of other users;

  • harvest information about users for the purpose of sending, or to facilitate or encourage the sending of, unsolicited bulk or other communications;

  • remove, modify, disable, block, obscure or otherwise impair any advertising in connection with the Platform;

  • solicit other users to join, become members of, or contribute money to any online service or organization other than Uppna;

  • post or transmit any worms, viruses, Trojans, or other harmful, disruptive, or destructive files, code, or programs to the Platform;

  • upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation;

  • stalk, bully, or otherwise harass any person or entity; or

  • harm minors or other users in any way.

Uppna will fully cooperate with any law enforcement authorities or court order requesting or directing Uppna to disclose the identity of anyone violating these Terms.

12. INTELLECTUAL PROPERTY

Everything you see, hear, or otherwise experience on the Platform, including but not limited to the graphics, videos, audio recordings, text, software, photographs, scripts, software screens, design elements, artwork, templates, layout designs, interactive features and the like, the concepts and ideas underlying the Platform, and all statistical, analytical, and other data captured by or through the Platform (collectively, “Content”) and the trademarks, service marks and logos contained therein (“Marks”), are owned by or licensed to Uppna, subject to copyright and other intellectual property rights under United States and international laws and conventions. Uppna owns the copyright in the selection, coordination, arrangement and enhancement of the Content. Any unauthorized use of any materials on the Platform or use of the Marks may violate copyright, trademark, and other laws.

For your personal use, you may view, copy, and print pages from the Platform. Otherwise, the Platform may not be copied, downloaded, modified, reproduced, distributed, published, performed, streamed, transmitted, broadcasted, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Uppna reserves all rights not expressly granted in and to the Platform, the Content, and the Marks. You agree not to use, copy, download, or distribute any of the Content other than as expressly permitted herein, including any use, copying, downloading, making derivative works from, or distribution of User Submissions of third parties obtained through the Platform for any commercial purposes. You may not incorporate the Content into, or stream or transmit the Content via any hardware or software application or make it available via frames or in-line links unless expressly permitted by Uppna in writing. You may not create, recreate, advertise or distribute an index of a significant portion of the Content unless authorized in writing by Uppna. You may not build a business using the Content, whether or not for profit. If you copy, screenshot, download, or print pages of the Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security-related features of the Platform or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Platform or the Content therein, nor may you scrape or use any extraction methods to obtain any Content or data from the Platform.

13. USERS WHO VIOLATE THE TERMS OF USE

Uppna may, at its sole discretion, disable, partially disable, or terminate the accounts of any users who violate these Terms, including, but not limited to, the accounts of (1) users who submit User Submissions that infringe copyrights, trademarks, rights of publicity, or other intellectual property rights, especially if they do so repeatedly, (2) users who provide false or inaccurate information; (3) users who breach these Terms including any warranties; and (4) users who misuse or challenge Uppna’s rights in the Content.

14. LINKS TO AND FROM THE SERVICE

The Platform may contain links to third party websites and online services (such as apps, social media sites and third party webpages) that are not owned or controlled by Uppna. Uppna has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites or online services, and you access and use these websites or online services solely at your own risk. These links are provided for your reference and convenience only, and do not necessarily imply any endorsement, sponsorship or recommendation of the material on these third-party websites or online services or any association with their operators. In addition, Uppna will not and cannot control or edit the content of any third-party website or online service. Third-party businesses are solely responsible for ensuring that their products, services, or businesses are offered in a safe, legal, and compliant manner. Uppna has no responsibility or liability for any products or services offered through any third-party website or online service.

BY USING THE SERVICES, YOU EXPRESSLY RELEASE UPPNA, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, LICENSORS, LICENSEES, AND SUPPLIERS (COLLECTIVELY “THE UPPNA PARTIES”) FROM ANY AND ALL LIABILITY ARISING FROM YOUR USE OF ANY THIRD-PARTY WEBSITE OR ONLINE SERVICES AND FROM ANY LOSS OR DAMAGE OF ANY SORT YOU MAY INCUR FROM DEALING WITH ANY THIRD PARTY. Accordingly, we encourage you to be aware when you leave the Platform and to read the terms and conditions of use for each other website or online service that you visit.

Except as you have otherwise agreed with Uppna in writing, you may link to the website from your website, subject to the following:  (1) you may not frame the website or any portion of the website; (2) you will not override or hinder the functionality of an end-user’s web browser’s “back” function; (3) the link must be identified using a plain text rendering of the Uppna name and not any Uppna logo; (4) you may not use any Uppna logos in any way; (5) you may not use the link in any way that suggests that Uppna is associated with or endorses you or your website; (6) the link may not appear on any website that a reasonable person may consider obscene, defamatory, harassing, offensive or malicious, and may not be presented in any way that disparages Uppna or damages its rights, reputation, or goodwill; and (7) we may terminate your right to link to the website at any time for any reason or no reason.

15. ERRORS, INACCURACIES, AND OMISSIONS

Occasionally there may be information on the Platform that contains typographical errors, inaccuracies or omissions. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information if any information in the Platform or on any related website is inaccurate at any time without prior notice (including after you have submitted your registration).

WE UNDERTAKE NO OBLIGATION TO UPDATE, AMEND OR CLARIFY INFORMATION ON THE SERVICES OR ON ANY RELATED WEBSITE, INCLUDING WITHOUT LIMITATION, PRICING INFORMATION, EXCEPT AS REQUIRED BY LAW. No specified update or refresh date applied in the Platform or on any related website, should be taken to indicate that all information in the Platform or on any related website has been modified or updated.

16. REPRESENTATIONS AND WARRANTIES

You warrant and represent to Uppna as set out below:

a.The information you provide to Uppna in any registration or application screen, profile, email, postings, telephone call, or through other means including all personal details, contact details, and all other data provided to Uppna is true in all respects, accurate, up-to-date, and not misleading in any way.

b.You will keep the information referred to in paragraph (a) up to date.

c.You will not access the Platform under false identity or pretext and will not use it to falsify your or any other person's identity (however, this will not prevent you from using a nickname by which you are known provided the name is used lawfully and in good faith).

d.You have the permission of any individuals depicted in photographs, videos, or recordings that you submit to the Platform to use their likeness, voice or other identifying characteristics, as well as all other legal rights necessary to grant the license above to Uppna.

e.You will use the Platform lawfully and in good faith.

f.You will keep your log-in details and password secure and will not share such information with third parties.

g. You will comply with these Terms.

h. You will not pay for Professional Services except using the payment functionality within our Platform.

17. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, THE Uppna PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, RELATED TO OUR SITES. YOU UNDERSTAND AND AGREE THAT YOUR USE OF OUR SITES IS AT YOUR SOLE RISK. OUR SITES AND ALL CONTENT, PRODUCTS AND SERVICES OFFERED THROUGH THE SITES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE UPPNA PARTIES ARE NOT RESPONSIBLE FOR THE TIMELINESS OF DELIVERY OF CONTENT, ANY FAILURES OF DELIVERY, ERRONEOUS DELETION, OR ANY LOSS OR DAMAGE OF ANY KIND YOU CLAIM WAS INCURRED AS A RESULT OF THE USE OF ANY SITES.

UNDER NO CIRCUMSTANCES, WILL ANY OF THE UPPNA PARTIES BE LIABLE TO YOU OR TO ANY PERSON OR ENTITY CLAIMING THROUGH YOU FOR ANY LOSS, INJURY, LIABILITY OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO, USE OF, INABILITY TO USE, OR RELIANCE ON ANY OF OUR SITES OR ANY CONTENT, PRODUCT OR SERVICE PROVIDED TO YOU THROUGH OR IN CONNECTION WITH ANY OF OUR SITES. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND WHATSOEVER, WHETHER DIRECT OR INDIRECT, GENERAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, LOSS OF DATA, GOODWILL, REVENUE OR PROFITS. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER BASIS; EVEN IF ANY UPPNA PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES; AND WITHOUT REGARD TO THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES. IF ANY PART OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, ILLEGAL OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF THE UPPNA PARTIES UNDER SUCH CIRCUMSTANCES TO YOU OR ANY PERSON OR ENTITY CLAIMING THROUGH YOU FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

You acknowledge that you may have or may in the future have claims against us which you do not know or suspect to exist in your favor when you agreed to these Terms and which if known, might materially affect your consent to these Terms.

The federal Communications Decency Act (47 U.S. Code § 230) limits the liability of interactive computer services, like Uppna, for their role in publishing third-party Content, including consumer reviews. Additionally, anti-SLAPP laws, such as Cal. Civ. Proc. Code § 425.16 in California, may require you to pay Uppna’s attorneys’ fees if you attempt to impose such liability on Uppna through legal proceedings.

18. INDEMNIFICATION

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE Uppna PARTIES FROM AND AGAINST ANY CLAIM, LOSS, OBLIGATION, DEMAND, DAMAGE, COST, LIABILITY, EXPENSE, AND ATTORNEY’S FEES ARISING TO ANY OF THE Uppna PARTIES AS A RESULT OF ANY CLAIM, DEMAND, OR PROCEEDINGS BROUGHT OR THREATENED AGAINST THE Uppna PARTIES IN CONNECTION WITH (1) YOUR USE OF, ACCESS TO, OR MISUSE OF THE SERVICE; (2) YOUR BREACH OF ANY OF THESE Terms or applicable law; (3) YOUR VIOLATION OF ANY THIRD-PARTY RIGHT, INCLUDING, WITHOUT LIMITATION, ANY COPYRIGHT, PROPERTY, OR PRIVACY RIGHT; (4) ANY CLAIM THAT ANY OF YOUR USER cONTENT CAUSED DAMAGE TO AN INDEMNIFIED PARTY OR A THIRD PARTY; (5) ANY TRANSACTION YOU CONDUCT AS A RESULT OF THE CONTACT FACILITATED BY THE SERVICE; OR (6) ANY ACTIVITY USING YOUR EMAIL ADDRESS OR ACCOUNT BY YOU OR ANY OTHER PERSON ACCESSING THE SERVICES USING YOUR EMAIL ADDRESS OR ACCOUNT.

You shall cooperate as fully as reasonably required in the defence of any claim. The Uppna Parties reserve the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you. You shall not enter into any settlement agreement that affects the rights of Uppna Parties without Uppna Parties’ prior written approval.

IF THE Uppna PARTIES TAKE ANY LEGAL ACTION AGAINST YOU AS A RESULT OF YOUR VIOLATION OF THESE Terms, THE Uppna PARTIES WILL BE ENTITLED TO RECOVER FROM YOU, AND YOU AGREE TO PAY, ALL REASONABLE ATTORNEY’S FEES AND COSTS OF SUCH ACTION, IN ADDITION TO ANY OTHER RELIEF GRANTED TO THE Uppna PARTIES.

19. DISPUTE RESOLUTION, ARBITRATION, CLASS WAIVER

SUBJECT TO THE PROCESS AND LIMITED EXCEPTIONS SET OUT BELOW, YOU AND Uppna EACH AGREE TO SUBMIT TO CONFIDENTIAL, BINDING ARBITRATION IN THE CITY OF SEATTLE, WASHINGTON, USA FOR ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING IN ANY WAY TO: (I) THESE Terms, (II) YOUR ACCESS TO, OR USE OR RECEIPT OF THE SERVICES OR ANY PRODUCTS, SERVICES, OR INFORMATION SOLD, PURCHASED, OR THAT YOU RECEIVE THROUGH OUR SERVICES; OR (III) ANY OTHER SERVICES OR PRODUCTS PROVIDED, MANAGED, OPERATED, SERVICED, OR FULFILLED BY Uppna, IN EACH CASE, REGARDLESS WHEN THAT DISPUTE, CLAIM OR CONTROVERSY AROSE, AND REGARDLESS OF THE RELEVANT LEGAL THEORY (“DISPUTE”).

The arbitration shall be conducted pursuant to the American Arbitration Association’s Commercial Arbitration Rules. The arbitrator's award shall be final, confidential, and binding, and may be entered as a judgment in any court of competent jurisdiction.

This arbitration clause will survive any termination of these Terms. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to the extent permitted by law to resolve all Disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to any claim that all or any part of these Terms are void or voidable.

Notwithstanding the foregoing arbitration requirement, with regard to any actual or potential violation of our intellectual property rights, we may seek injunctive or other appropriate relief in the state and federal courts located in King County, Washington, USA and you hereby consent to the exclusive jurisdiction of such courts and waive all objections thereto.

No arbitration under these Terms of Use may be joined with another arbitration related to the subject matter hereof. WE EACH AGREE THAT ANY AND ALL ACTIONS AND PROCEEDINGS RELATING TO ANY DISPUTE, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. NO ARBITRATION UNDER THESE Terms MAY BE JOINED WITH ANOTHER ARBITRATION RELATED TO THE SUBJECT MATTER OF THE DISPUTE OR ANY OTHER CLAIMS UNDER THIS Terms. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, YOU WAIVE YOUR RIGHT TO BRING OR PARTICIPATE IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION AND WE EACH WAIVE ANY RIGHT TO A JURY TRIAL.

The following processes shall govern the arbitration process:

•Before commencing an arbitration, you agree to inform us of the nature of the claim and the relief you seek by sending an email to legal@getuppna.com.  

•Within 10 days, Uppna will contact you and thereafter you and we will attempt to resolve the claim or issue in a satisfactory way.  

•If, following these attempts at exploring a resolution, you intend to proceed with an arbitration claim, we will collectively seek to reach an agreement on the selection of an arbitrator to hear and decide the dispute and how it will be heard, including whether to submit the dispute to the arbitrator only in written form, by proceedings conducted via video or in-person. 

•In the event that you and we cannot agree on an arbitrator, the process set forth in California Civil Code Section 1281.6 will be followed.  That process allows for a court to select an arbitrator.

20. CHOICE OF LAW

The Terms, and the relationship between you and us, shall be governed by the laws of the State of Washington, United States of America. Subject to the mandatory arbitration clause in Section 18 above, you agree that any cause of action that may arise under the Terms and that may be brought in court shall be commenced and be heard in the appropriate court located in King County, Washington, United States of America, and you agree to submit to the personal and exclusive jurisdiction of the courts located within King County, Washington, United States of America.

21.TERMINATION

We may restrict, suspend or terminate your access to the Services if we believe you are in breach of our terms and conditions or applicable law, or for any other reason without notice or liability. We maintain a policy that provides for the termination in appropriate circumstances of the Services use privileges of users who are repeat infringers of intellectual property rights. 

22. GENERAL

a. The Terms, along with any additional terms applicable to parts of the Services you use, contain the entire agreement between you and us regarding the use of the Services, and supersede any prior agreement between you and us on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms.

b. Any failure on Uppna’s part to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. The Terms may not be waived, except pursuant to a writing executed by Uppna.

c. f any provision of the Terms is found to be unenforceable or invalid by an arbitrator or court of competent jurisdiction, then only that provision shall be modified to reflect the parties’ intention or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable.

d. The Terms, and any rights or obligations hereunder, are not assignable, transferable or sublicensable by you except with Uppna’s prior written consent, but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate these Terms and be void.

e. You agree that no joint venture, partnership, employment, agency, special or fiduciary relationship exists between you and Uppna as a result of these Terms or your use of the Services. 

f. The section titles in the Terms are for convenience only and have no legal or contractual effect.

23. SUPPLEMENTAL TERMS

Apple Required Terms

  1. Acknowledgement: Uppna and you acknowledge that the Terms are concluded between Uppna and you only, and not with Apple, and Uppna, not Apple, is solely responsible for the App and the content thereof.

  2. Scope of License: The license granted to you for the App is limited to a non-transferable license to use the App on any Apple-branded products that you own or control and as permitted by the Usage Rules set forth in the App Store Terms of Use, except that the App may be accessed, acquired, and used by other accounts associated with you via Family Sharing or volume purchasing.

  3. Maintenance and Support: As between Apple and Uppna, Uppna is solely responsible for providing maintenance and support, if any, with respect to the App, as specified in the Terms, or as required under applicable law. Uppna and you acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.

  4. Warranty: As between Apple and Uppna, Uppna is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the relevant App to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Uppna’s sole responsibility.

  5. Product Claims: Uppna and you acknowledge that Uppna, not Apple, is responsible for addressing any claims by you or any third party relating to the App or your possession and/or use of that App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

  6. Intellectual Property Rights: Uppna and you acknowledge that, in the event of any third party claim that the App or your possession and use of the App infringe that third party’s intellectual property rights, to the extent a warranty of non-infringement is not validly disclaimed, Uppna, not Apple, will be solely responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim.

  7. Legal Compliance: You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

  8. Developer Name and Address: Uppna may be contacted as follows in connection with any questions, complaints or claims with respect to the App: legal@getuppna.com.

  9. Third Party Terms of Agreement: You must comply with third party terms of agreement when using the App.

  10. Third Party Beneficiary: Uppna and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of the Terms, and that, upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms against you as a third party beneficiary thereof.

    Additional Terms Relevant to Google Inc.

    (a) These Terms constitute a license agreement in lieu of any license grant provided by Google to use the App on a Supported Device. A “supported device” is a combination of a mobile device running Android software and an Android software version(s) that is supported by the Uppna App. These Terms are made between you and Uppna only, and not with Google. Uppna is solely responsible for the Uppna App.

    (b) The Google Play marketplace is owned and operated by Google Inc. your use of Google Play is governed by a legal agreement between you and Google consisting of the Google Terms of App (found at http://www.google.com/accounts/Terms) and the Google Play Terms of App (found at https://play.google.com/intl/en-US_us/about/play-terms.html and together with the Google Terms of App called the “Terms”). The Google Play Terms of App and Google Terms of App shall take precedence in that order in the event of a conflict between them, to the extent of such conflict.

    (c) Uppna is solely responsible for providing, and Google has no obligation to provide, maintenance and support for the Uppna App. Support requests, as well as questions, complaints or claims regarding the Uppna App, may be directed as follows: legal@getuppna.com.

    (d) To the maximum extent permitted by applicable law, Google will have no warranty obligation whatsoever with respect to the Uppna App, and will not be liable for any claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty.

    (e) Google shall not be responsible for addressing any claims by you or any third party relating to the Uppna App or your possession and/or use of the Uppna App, including but not limited to (i) product liability claims, any claim that the Uppna App fails to conform to any Applicable legal or regulatory requirement, or (iii) claims arising under consumer protection or similar legislation.

    (f) Google shall not be responsible for the investigation, defense, settlement or discharge of any claim that the Uppna App or your possession and use thereof infringes a third party’s intellectual property rights.

    (g) You represent and warrant that (i) the App will not be downloaded or used in, or transported to, a country that is subject to a United States Government embargo or has been designated by the United States Government as a “terrorist-supporting” country, and (ii) you are not listed on any United States Government list of prohibited or restricted parties.

    (h) For the improvement of Google Play, Google may collect certain usage statistics from Google Play and your Supported Device, including but not limited to, information on how Google Play and your Supported Device are being used. The data collected is examined in the aggregate to improve Google Play for users and developers and is maintained in accordance with Google’s Privacy Policy. We can neither control nor are responsible for the privacy practices of Google. To ensure the improvement of the Uppna App, limited aggregate data may be available from Google to Uppna upon Uppna written request.

    (i) Removal of Uppna App. Uppna or Google Inc. may, at any time and without notice, restrict, interrupt or prevent use of the Uppna App, or delete the Uppna App from your Supported Device, without entitling you to any refund, credit or other compensation from Uppna or any third party (including, but not limited to, Google Inc. or your network connectivity provider).