I – END USER LICENSE AND MAINTENANCE AGREEMENT
Please read this end user license and maintenance agreement (“Agreement”) carefully. This Agreement defines the terms and conditions under which Go-Up Private Limited (« Go-UP”) will deliver and support the Software, as defined below. By using the Software, you agree to be bound by the terms and conditions of this Agreement.
This Agreement is between Go-Up and the person and/or organization that uses the Software defined herein in accordance with the License or Trial License also defined herein (the “Licensed User”). Go-Up is willing to grant a Licensed User the right to use or try the Software only if the Licensed User accepts all of the terms and conditions of this Agreement, and pays or has paid Go-Up, its resellers or agents, all the applicable fees.
By agreeing to the term and/or accessing the Software, the Licensed User acknowledges that he has read this Agreement, understands it and agrees to be bound by it. If the Licensed User does not agree to all of the terms and conditions in this Agreement, no license to the Software shall have been granted and the Licensed User should not access or otherwise utilize the Software.
1. DEFINITIONS AND INTERPRETATION
The following terms shall have the meaning ascribed to them below. Other capitalized terms used in this Agreement are defined in the context in which they are used and shall have the meanings ascribed therein.
1.1. “Commencement Date” means the date when this Agreement is entered into between Go-Up and the Licensed User.
1.2. “Confidential Information” has the meaning set forth in Section 10.1.
1.3. “License” has the meaning set forth in Section 2.2.
1.4. “Licensed User” means a person who Go-Up allows to access, try and use the Software.
1.5. “Related Materials” means all documentation supplied by Go-Up under this Agreement, whether in electronic and physical formats.
1.6. “Software” means Go-Up’s desktop and mobile software application comprising a dashboard, survey app,a feedback app, and Related Materials.
1.7. “Maintenance Services” has the meaning set forth in Section 3.
1.8. “User” means an access to a premium network
1.9. “Trial License” has the meaning set forth in Section 2.1.
1.10. “Trial Version” means a version of the Software, so identified, to be used only to review, try and evaluate the Software for a limited time period. The Trial Version may have limited features and will cease operating after a predetermined amount of time due to an internal mechanism within the Trial Version.
1.11. “Unlocking Date” means the date when Go-Up issues access of premium features to a Licensed User.
2. GRANT OF LICENSE
2.1. If the Software is a Trial Version, this Section 2.1, and not Section 2.2, shall apply: Subject to the provisions of this Agreement, Go-Up hereby grants to the Licensed User and Licensed User accepts a limited, personal, revocable, non-perpetual, non-exclusive, non-transferable, non-assignable, non-sublicensable object code license to review, try and evaluate the Software for its internal business purposes for the duration specified on Go-Up’s website when the Software is installed (the “Trial License”).
2.2. If the Software is not a Trial Version, this Section 2.2, and not Section 2.1, shall apply: Subject to the provisions of this Agreement as well as the payment of all applicable fees for the term of such license, Go-Up hereby grants to the Licensed User and Licensed User accepts a limited, personal, revocable, non-perpetual, non-exclusive, non-transferable, non-assignable, non-sublicensable object code license to use the Software for its internal business purposes for the month-to-month price or the single year price (the “License”).
2.3. All rights not specifically granted to the Licensed User by this Agreement are reserved to Go-Up. The License is a per-User license and not a concurrent user license. Licensed User may only activate the number of Users and may only use the Software for the number of Licensed Users authorized by Go-Up. Licensed User may make backup copies of the Software in machine readable form provided that such copies are for Licensed User’s own use and that no more than the number of Users authorized by Go-Up are in use at any time. (The Software is considered in use when any portion of the Software is loaded in memory.) Licensed User will make no other copies of the Software except as authorized herein. Title to the Software remains vested in Go-Up, and nothing in this Agreement conveys any title or interest therein to Licensed User.
3. MAINTENANCE SERVICES
During the term of the License, Go-Up agrees to provide to Licensed User software maintenance services, namely (i) making available to Licensed User updates and/or enhancements generally made available to Go-Up’s customers from time to time, if any, and (ii) technical support, on an as-needed basis, to one technical contact designated by the Licensed User, for the sole purpose of addressing technical issues relating to the use of the Software, which may include online technical support, and phone technical support when deemed appropriate at the sole discretion of Go-Up, but which exclude any on-site technical support by Go-Up personnel, agents or subcontractors (collectively referred to as the “Maintenance Services”). Without limiting the generality of the foregoing, any requests by Licensed User for additional features or functionality that fall outside of Go-Up’s ongoing policy of updating and/or enhancing the Software are excluded from Maintenance Services.
3.1. Licensed User’s Obligations
Current Operating System, and Hardware: Licensed User agrees that, subject to Licensed User’s internal policies, it will upgrade the computer operating system, hardware to meet the changing requirements of the Software as specified by Go-Up as part of a current release of the Software, or as the parties mutually agree. The parties agree that Go-Up is not obligated to ensure that new releases of the Software is compatible with hardware or computer operating system exceeding 3 years from the date of their respective releases.
3.2. Maintenance Services Limitations
3.2.1. Go-Up may refuse to provide technical support related to (i) Licensed User data; (ii) unauthorized modified portions of the Software, or (iii) portions of the Software affected by unauthorized modified portions of the Software. Licensed User agrees that the hardware on which the Software operates will be operating properly at all times and must have been and continue to be properly maintained by the manufacturer of the hardware or a properly qualified service organization.
3.2.2. Corrections for difficulties or defects traceable to Licensed User’s errors or unauthorized changes, Licensed User’s hardware, or conflicts with other software not identified by Go-Up as compatible or part of the recommended operating environment are excluded from the Maintenance Services and may be subject to billing at Go-Up’s then-current standard time and material charges.
3.2.3. Licensed User is responsible for properly testing and applying routine virus updates and security patches without the need for additional Go-Up notification.
4. TERM AND TERMINATION
4.1. This Agreement commences as of the Commencement Date and remains in force until Licensed User or Go-Up terminates this Agreement pursuant to the terms herein. Upon termination of this Agreement, Licensed User must permanently delete all copies of the Software or part of the Software under its control or in its possession, and upon request by Go-Up, must provide a written confirmation of such deletion.
4.2. The Yearly License commences as of the Commencement Date, and remains in force until the earliest of the following two events (i) the first anniversary date of the Unlocking Date unless the License is renewed for an additional year before the first anniversary date of the Unlocking Date or (ii) when Licensed User or Go-Up terminates this Agreement or the License pursuant to the terms herein. Upon termination of this License, Licensed User must permanently delete all copies of the Software or part of the Software under its control or in its possession, and upon request by Go-Up, must provide a written confirmation of such deletion.
4.3. The Month-To-Month Licences commences as of the Commencement Date, and remains in force until the earliest of the following two events i) the first month-to-month anniversary date of the Unlocking Date unless the License is renewed for an additional month before the first anniversary date of the Unlocking Date or (ii) when Licensed User or Go-Up terminates this Agreement or the License pursuant to the terms herein. Upon termination of this License, Licensed User must permanently delete all copies of the Software or part of the Software under its control or in its possession, and upon request by Go-Up, must provide a written confirmation of such deletion.
4.4. Except where automatic termination occurs in the event of breach of confidentiality or unauthorized transfer pursuant to the provisions of this Agreement, if Licensed User breaches any other provision of this Agreement, Go-Up may terminate this Agreement, provided, however, that (i) Go-Up has given to Licensed User a prior written notice of the breach with a period of at least thirty (30) days to cure it and (ii) Licensed User has not cured the breach during such period. Termination for breach shall not alter or affect Go-Up’s right to exercise any other remedies for breach.
5.1. In consideration of the License and the Maintenance Services, Licensed User must, upon sending of a purchase order or receipt of an invoice, pay Go-Up on or before the Unlocking Date, the fees specified at that time on Go-Up’s website for the number of corresponding Licensed Users allowed by Go-Up and requested by Licensed User.
5.2. In consideration of the renewal of the License and the Maintenance Services, Licensed User must, upon sending of a purchase order or receipt of an invoice, pay Go-Up before every anniversary of the Unlocking Date, the then-applicable fees specified at that time on Go-Up’s website for the number of corresponding Users allowed by Go-Up and requested by Licensed User.
5.3. There shall be added to the applicable fees provided for in this Agreement amounts equal to any taxes, whether federal, state, provincial or local, however designated, that may be validly levied or based upon this Agreement or upon the Software, License or Maintenance Services furnished hereunder. Licensed User shall have the right to have Go-Up contest with the imposing jurisdiction, at Licensed User’s expense, any such taxes that Licensed User deems are improperly levied.
5.4 Invoices shall be payable within 14 days of the invoice date.
Licensed User will promptly notify Go-Up of any infringement or attempted infringement of Go-Up’s rights in the Software of which it becomes aware. Licensed User will actively cooperate with Go-Up in any action that Go-Up may undertake to protect any of its rights in connection with the Software.
THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL DEFECTS AND ERRORS, IF ANY. THE SOFTWARE IS SUBJECT TO CHANGE WITHOUT NOTICE. GO-UP MAKES NO REPRESENTATIONS AND NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATIONS OR WARRANTIES OF PERFORMANCE, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, GO-UP DOES NOT WARRANTY THAT THE SOFTWARE WILL BE ERROR-FREE, COMPLETE, OR CORRECT AND GO-UP ASSUMES NO LIABILITY FOR ANY SYSTEM ON WHICH THIS SOFTWARE IS INSTALLED OR FOR ANY CONTENT MANIPULATED BY THE SOFTWARE.
8. LIMITATIONS ON TRANSFER
Licensed User shall not assign this contract or Licensed User’s rights hereunder without the prior written consent of Go-Up. Notwithstanding the foregoing, Licensed User may transfer this license without the consent of Go-Up (i) to a wholly owned subsidiary, provided that by doing so Licensed User shall be deemed to have agreed to indemnify Go-Up for any loss that it suffers as a result of the transfer, or (ii) to such entity that acquires all or substantially all of the business and assets of Licensed User. Any purported assignment without the required consent shall be null and void. As a condition of obtaining consent, Licensed User may have to pay a transfer fee notably if a data transfer is required from one company account to the other. Go-Up however does not guaranty that such transfer can be performed, given technical limitations as well as to preserve the anonymity of survey respondents.
9.1.1 “Confidential Information” means any material, data, or information in whatever form or media of a Party to this Agreement that is provided or disclosed to the other, except for any information that is:
(i) publicly available or later becomes available other than through a breach of this Agreement;
(ii) known to the Licensed User or its employees, agents, or representatives prior to such disclosure or is independently developed by the Licensed User or its employees, agents, or representatives subsequent to such disclosure; or
(iii) subsequently lawfully obtained by the Licensed User or its employees, agents, or representatives from a third party without obligations of confidentiality.
The Licensed User that has received Confidential Information shall exercise the same degree of care and protection with respect to the Confidential Information of Go-Up that it exercises with respect to its own Confidential Information and in any event, at least diligent and prudent care. The Licensed User shall not directly or indirectly disclose, copy, distribute, republish, or allow any third party to have access to any Confidential Information of Go-Up . Notwithstanding the above, either Party may disclose Confidential Information if so required by law (including court order or subpoena), provided that such disclosure is notified in time to Go-Up to permit it to seek confidential treatment of its Confidential Information. The Licensed User shall exercise its best efforts to preserve the confidentiality of the Confidential Information including, without limitation, by cooperating with Go-Up to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information.
9.1.2 “Confidential Information” Go-Up may access, compile, record and/or distribute statistical analyses and reports utilizing aggregated data derived from information and data obtained from Licensed User, including, but not limited to, stack trace data and reports related thereto, but Go-Up will never access, compile, record and/or distribute information or data managed, to be managed by the Licensed User using the Software, unless at the express request of Licensed User for technical support purposes.
10. UNAUTHORIZED USE OR DISTRIBUTION
Except in accordance with the License, Licensed User shall not copy, duplicate, reverse engineer, decompile, disassemble, record, alter, merge, adapt, translate, create any derivative works or otherwise reproduce any part of the Software or Confidential Information, nor attempt to do any of the foregoing, without the prior written consent of Go-Up . Any tangible embodiments of the Software or Confidential Information that may be generated by Licensed User, either pursuant to or in violation of this Agreement, will be deemed to be the sole property of Go-Up and fully subject to the obligation of confidentiality set forth in Section 10.
11. LIMITATION OF LIABILITY
For any breach of this Agreement, Licensed User’s exclusive remedy and Go-Up ‘s entire liability is, at Go-Up’s option, either the correction of the defect in the Software, re-performance of the service (if the breach arises out of Go-Up’s service), or recovery by the Licensed User of a part of the amount paid hereunder that reasonably relates to the breach, subject to the limitations set out below. Go-Up is not liable for any indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of revenues, profits, goodwill, use, data, failure to realize expected savings, or other intangible losses (even if Go-Up has been advised of the possibility of such damages), resulting from the Licensed User’s use of the Software. To the extent permitted by law, Go-Up’s liability to the Licensed User in connection with any cause of action, costs or damages relating to this Agreement shall not exceed the total fees paid in the 12-month period preceding the event giving rise to the claim.
12. RELATION OF PARTIES
12.1. Nothing in this Agreement will create or imply an agency relationship between Go-Up and Licensed User, nor will this Agreement be deemed to constitute a joint venture or partnership between the parties.
12.2. Go-Up may reproduce, display and use Licensed User’s trade-marks, trade-names, customer feedback and customer quotes for the limited purpose of advertising Licensed User’s use of the Software in any of Go-Up’s promotional materials, unless or until Licensed User notifies Go-Up in writing via email to email@example.com that Licensed User does not agree to let Go-Up reproduce, display and use Licensed User’s trade-marks and trade-names for such purpose.
12.3. Licensed User may not reproduce, display or use Go-Up trade-marks and trade-names without the prior written consent of Go-Up.
13. ORDER OF PRECEDENCE
Any conflict between the terms of this Agreement and any purchase order or other terms shall be resolved in favour of the terms of this Agreement.
14. INTELLECTUAL PROPERTY
The Licensee acknowledges that the Software and all intellectual property rights pertaining to the Software are the property of Go-Up and that the structure, organization and code of the Software are valuable trade secrets of Go-Up. Licensed User must not export the Software into a country that does not have copyright laws that will protect Go-Up’s proprietary rights. From the Commencement Date, Licensed User agrees to use reasonable effort to prevent and protect the Software from unauthorized use, reproduction, distribution, or publication. Licensed User shall not remove or obscure any Go-Up copyright or trade-mark notices.
15.1. Applicable Law. This agreement is governed by the laws applicable in Singapore, and the parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Singapore.
15.2. Force Majeure. Except as expressly provided otherwise in this Agreement, dates and times by which a party is required to render performance under this Agreement shall be automatically postponed to the extent and for the period of time that such party is prevented from meeting them by reason of an unforeseeable and irresistible event, including external causes with the same characteristics, provided the party so prevented promptly notifies the other party of the commencement and nature of such event or cause and the probable consequences thereof.
15.3. Time of the Essence. Time is of the essence of this Agreement and of every part thereof.
15.4. No Other Agreements. This Agreement is the complete and exclusive statement of the parties’ agreement relating to the subject matter hereof and supersedes all offers (oral or written), understandings, representations, conditions, warranties, covenants, and other communications between the parties relating hereto.
15.5. Waiver. No waiver by either party of any default in performance on the part of the other party will constitute a waiver of any subsequent breach or default by the defaulting party.
16. MODIFICATION OF AGREEMENT
Go-Up reserves the right, in its sole discretion, to change the terms of this agreement annually by enclosing the terms of its revised agreement with the invoice to Licensed User for renewal of the Licence.
II – ACCEPTANCE OF TERMS
DESCRIPTION OF SERVICE
The Go-Up website — along with its app, is an anonymous Employee Survey Platform, that allows its “users” to give anonymous feedback to their managers and/or leadership, as they’ll act as the main administrator/s for the web-based platform. For a non-admin, or “user,” it will work as an e-mail tool, in which they will occasionally answer a question, to voice their opinion on a current work matter.
Through that, a manager (or administrator), will be able to collectively receive all the anonymous data to view on the “Go-Up Administrative Dashboard,” in which they (“Managers/Admins”) will receive an interactive view of all the data collected, along with a report on some of the strengths and weaknesses of groups, departments, and the company as a whole.
Managers or admins may use their discretion to improve facets of their company based on the data. However, Go-Up is not responsible for any decisions made with the data that is collected, nor held liable for any changes made within an organization.
Services include, but are not limited to, any service and/or content Go-Up makes available to or performs for you, as well as the offering of any materials displayed, transmitted or performed on the Site or through the Services. Content includes, but is not limited to text, user comments, messages, information, data, graphics, news articles, photographs, images, illustrations, and software.
Your access to and use of the Site may be interrupted from time to time as a result of equipment malfunction, updating, maintenance or repair of the Site or any other reason within or outside the control of Go-Up. Go-Up reserves the right to suspend or discontinue the availability of the Site and/or any Service and/or remove any Content at any time at its sole discretion and without prior notice. Go-Up may also impose limits on certain features and Services or restrict your access to parts of or all of the Site and the Services without notice or liability.
MANAGERS USING Go-Up
A manager (or administrator), will be able to collectively receive all the anonymous quantitative and qualitative data to view on the “Go-Up Administrative Dashboard,” in which they (“Managers/Admins”) will receive an interactive view of all the data collected, along with a report on some of the strengths and weaknesses of groups, departments, and the company as a whole. Managers or admins may use their discretion to improve facets of their company based on the data. However, Go-Up is not responsible for any decisions made with the data that is collected, nor held liable for any changes made within an organization.
Go-Up QUESTIONNAIRES AND SURVEYS
Employees will be given the option to answer anonymously or non-anonymously, answering without anonymity will allow admins of that specific network to view the user’s response. Go-Up is not liable for any damages or negative reactions to survey questions.
As a condition to using Services, you are required to open an account with Go-Up and select a password and username, and to provide registration information.
The registration information you provide must be accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your Go-Up account.
You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trade mark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.
You are responsible for maintaining the confidentiality of your password and are solely responsible for all activities resulting from the use of your password and conducted through your Go-Up account.
Services are available only to individuals who are either (i) at least 15 years old, and are authorized to access the Site by a parent or legal guardian. (ii) at least 18 years old.
If you have authorized a minor to use the Site, you are responsible for the online conduct of such minor, and the consequences of any misuse of the Site by the minor.
MODIFICATIONS TO THIS AGREEMENT
Go-Up reserves the right, in its sole discretion to modify this Agreement at any time by posting a notice to Go-Up.com. You shall be responsible for reviewing and becoming familiar with any such modification. Such modifications are effective upon first posting or notification and use of the Go-Up website by Licensee following any such notification constitutes Licensee’s acceptance of the terms and conditions of this Agreement as modified.
All Content posted or otherwise submitted to the Site is the sole responsibility of the account holder from which such content originates and you acknowledge and agree that you, and not Go-Up are entirely responsible for all Content that you post, or otherwise submit to the Site. Go-Up does not control user submitted Content and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Site you may be exposed to Content that is offensive, indecent or objectionable.
As a condition of use, you promise not to use the Services for any purpose that is unlawful or prohibited by these Terms, or any other purpose not reasonably intended by Go-Up. By way of example, and not as a limitation, you agree not to use the Services:
1. To abuse, harass, threaten, impersonate or intimidate any person;
2. To post or transmit, or cause to be posted or transmitted, any Content that is libellous, defamatory, obscene, pornographic, abusive, offensive, profane, or that infringes any copyright or other right of any person;
3. For any purpose (including posting or viewing Content) that is not permitted under the laws of the jurisdiction where you use the Services;
4. To post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any Go-Up user;
5. To create or transmit unwanted ‘spam’ to any person or any URL
6. To create multiple accounts for the purpose of enhancing volunteering and/or donation information.
7. To post copyrighted Content which doesn’t belong to you, with exception of Blogs, where you may post such Content with explicit mention of the author’s name and a link to the source of the Content;
8. With the exception of accessing RSS feeds, you will not use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; or (iii) bypass any measures we may use to prevent or restrict access to the Site;
9. To artificially inﬂate or alter vote counts, blog counts, comments, or any other Service or for the purpose of giving or receiving money or other compensation in exchange for votes, or for participating in any other organized effort that in any way artificially alters the results of Services;
10. To advertise to, or solicit, any user to buy or sell any products or services, or to use any information obtained from the Services in order to contact, advertise to, solicit, or sell to any user without their prior explicit consent;
11. To promote or sell Content of another person
12. To sell or otherwise transfer your profile.
To report a suspected abuse of the Site or a breach of the Terms (other than relating to copyright infringement which is addressed under “COPYRIGHT COMPLAINTS”) please send written notice to Go-Up at email: firstname.lastname@example.org
You are solely responsible for your interactions with other users of the Site.
Go-Up reserves the right, but has no obligation, to monitor disputes between you and other users.
REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, AND EXCEPT FOR BODILY INJURY, IN NO EVENT WILL GO-UP OR ITS VENDORS, BE LIABLE TO LICENSEE OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE WEBSITE, EVEN IF GO-UP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN THREE (3) MONTHS AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM. IN ADDITION, GO-UP DISCLAIMS ALL LIABILITY OF ANY KIND OF GO-UP’S VENDORS.
PAYMENTS, REFUNDS, AND CANCELLATIONS
Go-Up charges a subscription fee (“Fees”) for the use of the Go-Up platform. By registering for one of the paying accounts, you agree to pay Go-Up the Fees applicable to the account level chosen. Unless otherwise stated, all Fees are in U.S. Dollars. Go-Up expressly reserves the right to change the Fees at any time, upon notice to you. All Fees will be billed to the credit card or account provided at the current international currency conversion rate. You are responsible for and shall pay Go-Up all currency conversion charges, sales, use, value-added, personal property or other tax, duty or levy of any kind, including interest and penalties thereon (collectively, “Taxes”) for the use of Go-Up, whether imposed now or hereinafter by any governmental entity. For any upgrade or downgrade in plan level that you elect, your credit card or account will automatically be charged the new rate on your next billing cycle.
All Fees are paid in advance and are non-refundable in United States dollars (USD). There will be no refunds or credits for partial months of service, upgrades/downgrades, or for months when you did not use Go-Up. We reserve the right to deactivate your access to Go-Up, if you fail to pay applicable fees. You must provide current, complete and accurate billing information. You must promptly update all billing information to keep your account current, complete and accurate (such as by furnishing a new billing address, card number or expiration date), and you must promptly notify Go-Up if your credit card or account is canceled — including if you lose your card (or it is stolen), your account information changes, or if you become aware of a potential breach of security (such as an unauthorized disclosure or use of your name or password). You authorize us to obtain updated or replacement expiration dates for your credit card in the event that the credit card you provided us expires. We reserve the right to charge any renewal card issued to you as a replacement. You agree to promptly pay Go-Up in the event of any refusal of your credit card issuer to pay any amount to Go-Up for any reason. You agree to pay all costs of collection, including attorney’s fees and costs, on any outstanding balance. In the event you fail to pay any amount when due, Go-Up may immediately suspend or terminate this Agreement and your access to Go-Up.
Your subscription will renew automatically, unless we terminate it or you terminate your subscription by providing written electronic notice at : email@example.com
You must cancel your subscription before it renews in order to avoid billing of subscription fees for the renewal term to your credit card or account.
Limited License to Go-Up Platform Users. Subject to your strict compliance with this Agreement, Go-Up grants you a limited, revocable, non-transferable, non-assignable and non-exclusive license to use the Content available on Go-Up (the “Go-Up Platform Content”) as described below. You may:
• View the Go-Up Content while accessing the Go-Up Platform.
• Download or print one copy of any Go-Up Content for personal use.
• Incorporate, on a non-systematic and non-routine basis, a small excerpt of the Go-Up Content (e.g., a few lines of text, a paragraph, a specific graphic, chart or graph) within a report or presentation that is distributed to an audience that is internal to the company for which you are employed (“your company”), as long as you attribute Go-Up as the source.
• Briefly summarize, on a non-systematic and non-routine basis, Go-Up Content in your own words, and distribute the summary to an audience that in internal to your company in connection with a specific project, as long as you attribute Go-Up as the source.
• Distribute, in digital or hard copy, Go-Up Content for which you have purchase reprint rights, to audiences inside or outside your company.
• If your Go-Up Account was obtained under an enterprise license made by your company, distribute Go-Up Platform Content in accordance with the terms of that license.
Except as expressly provided in this Section, you may not post or otherwise distribute Go-Up Content (e.g. via hard copy, email, and/or posting on intranet, company bulletin boards or other information storage & retrieval systems). The foregoing limited license (A) does not give you any ownership of, or any other intellectual property interest in, any Go-Up Content, and (B) may be immediately suspended or terminated for any reason, in Go-Up’s sole discretion, and without advance notice or liability.
Licensee agrees that Go-Up shall have no liability whatsoever for any use Licensee makes of the Website. Licensee shall indemnify and hold harmless Go-Up from any and all claims, damages, liabilities, costs and fees (including reasonable attorneys’ fees) arising from Licensee’s use of the Website.
Go-Up, Go-Up.Work and other Go-Up graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks or trade dress of Go-Up. Go-Up’s trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Go-Up.
Licensee agrees to the following: (a) it will not remove, obscure and/or disrupt Go-Up branding credit screens without prior written permission by Go-Up; (b) it may not otherwise use the Go-Up logo without prior written permission from Go-Up; and (c) any use of the Go-Up logo in conjunction with Licensee’s application or website shall be less prominent than the logo or mark that primarily describes the Licensee application or website, and Licensee’s use of the Go-Up logo shall not imply any endorsement of the Licensee application or website by Go-Up.
• Alter and display the Go-Up logo without our prior written consent.
• Include a version of the Go-Up logo in your app in such a way that it appears to be an endorsement of your app.
• Include a version of the Go-Up logo in any app that includes materials that are potentially offensive (i.e. promotes hatred or bigotry), adult only in nature (i.e. porn), or illegal in Singapore (i.e. copyrighted material). Our brand is family-friendly in nature and we want to make sure there is never any external confusion about which material Go-Up does or does not endorse.
• Include a version of the Go-Up logo in your app that is bigger than your own logo.
• Capture images of anonymous activities: surveys, games, questionnaires, or evaluations, and use them on third-party applications, public forums, or articles.
• Include a version of the Go-Up logo in your press announcements or promotional materials without Go-Up’s prior written consent.
• Contact us with any questions you have! We’re happy to help make whatever you are trying to accomplish happen.
• Ask us for permission before using our logo in a press announcement or promotional material. We will give you a speedy answer.
• Ask us for a larger version of the logo or press kit with high resolution branding materials included. We’re happy to provide it.
GO-UP COPYRIGHT POLICY
Go-Up has adopted the following general policy toward copyright infringement. The address of Go-Up’s Designated Agent to Receive Notification of Claimed Infringement (“Designated Agent”) is listed at the end of this policy.
It is Go-Up’s policy to (1) block access to or remove Content that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or Users; and (2) remove and discontinue service to repeat offenders. If you believe that Content residing on or accessible through the Go-Up Site or Service infringes a copyright, please send a notice of copyright infringement by facsimile or regular mail (not e-mail) to Go-UP Pvt. Ltd., Attention: Copyright Agent, containing the following information:
• A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
• Identification of works or materials being infringed;
• Identification of the Content that is claimed to be infringing including information regarding the location of the Content that the copyright owner seeks to have removed, with sufficient detail so that Go-Up is capable of finding and verifying its existence;
• Contact information about the notifier including address, telephone number and, if available, e-mail address;
• A statement that the notifier has a good faith belief that the Content is not authorized by the copyright owner, its agent, or the law; and
• A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.
Once proper infringement notification is received by the Designated Agent, it is Go-Up policy to remove or disable access to the infringing Content and to notify the Content provider or User, if any is involved, that it has removed or disabled access to the Content; that repeat offenders will have the infringing Content removed from the Service and that Go-Up will terminate such content provider’s or User’s access to the Site and the Service.
III – COPYRIGHT COMPLAINTS
Go-Up respects the intellectual property rights of others. It is our policy to respond promptly any claim that Content posted on the Site infringes the copyright or other intellectual property infringement (“Infringement”) of any person.
Go-Up will use reasonable efforts to investigate notices of alleged Infringement and will take appropriate action under applicable intellectual property law and these Terms where it believes an Infringement has taken place, including removing or disabling access to the Content claimed to be infringing and/or terminating accounts and access to the Site.
To notify Go-Up of a possible Infringement you must submit your notice in writing to the attention of “Copyright Infringement” care of firstname.lastname@example.org include in your notice a detailed description of the alleged Infringement sufficient to enable Go-Up to make a reasonable determination. Please note that you may be held accountable for damages (including costs and attorneys’ fees) for misrepresenting that any Content is infringing your copyright.
If we remove or disable access to Content in response to a notice of Infringement, we will make reasonable attempts to contact the user, if any, who posted the affected Content. If you feel that your Content is not infringing, you may provide Go-Up with a counter notice in writing to the attention of “Copyright Infringement Counter Notification” at email@example.com. You must include in your counter notice sufficient information to enable Go-Up to make a reasonable determination. Please note that you may be held accountable for damages (including costs and attorneys’ fees) if you materially misrepresent that your Content is not infringing the copyrights of others.
If you are uncertain whether an activity constitutes Infringement, we recommend seeking advice of an attorney. More information on Go-Up’s copyright policy can be found under “Go-Up Copyright Policy” along with more information on how to reach the company.