Thanks for choosing to use Uptick! These terms of service (“Terms of Service”) govern your use and access to Uptick including our website, services, client software, platform and tools (collectively the “Service”). By using the Service, you agree to these Terms of Service, our Acceptable Use Policy (insert link) and Privacy Policy.

Please read these terms and the policies referenced above carefully. This is a legally binding agreement between you and us.

Violation of any of the Terms or policies cited above may result in the termination of your account and usage rights.

Who is Who:

1. “Company”: Uptick is a division of OPIN Systems and the party you are contracting with for access to and usage of the Service.
2. “Customer”: As the individual subscribing for the Service you are the Customer and have the rights and responsibilities specified in these Terms of Services and the referenced policy documents.
3. “Authorized Users” Individuals authorized by you as Customer to access Service as a member of your team. Each Authorized User must agree to the User Terms of Service.

Customer Responsibilities:

1. You have sole responsibility for maintaining the security of your account and password and that of all Authorized Users. Company will not be liable for any loss or damage you incur as the result of your failure to secure the access credentials for you and your team.
2. You have sole responsibility for the accuracy, quality, legality, reliability, and appropriateness of all content or activity for your account;
3. You will notify Uptick immediately if you become aware of any loss or theft of user names or passwords or any activity in your account that does not comply with these Terms of Service
4. You will use reasonable efforts to prevent unauthorized access to, or use of, the Service, and notify Uptick promptly of any such unauthorized use promptly upon discovery; and
5. You may not use the service for any illegal purpose and will comply with all applicable local, state, federal, and foreign laws in using the Service and, if using the Service outside of the United States, not use the Service in a manner that would violate any federal or state laws of the United States if conducted therein (including but not limited to copyright laws.)
6. You will accurately provide all information required during the registration process including your legal name, valid email address, telephone number and any other information requested during the registration process.
7. You will assure that each login under your account will be used by only one person. You will not allow any login to be shared by multiple people.

Subscription Trials Purchases and Renewals

1. The Service is offered with a free trial for a specified period. Once that trial period ends you may continue using the Service only by selecting and paying for one of the specified Subscription term options provided on the registration page. If you fail to subscribe for ongoing services following the trial period access rights to your account will be suspended until a paid subscription is activated. If an account is not reactivated within 30 days then the Company shall have no obligation to continue to store data for the lapsed account.
2. If you upgrade your subscription level, the upgrade fee will be prorated for the remainder of the current term to the next billing cycle. There will be no prorating for downgrades in between billing cycles. The applicable new rate for plan changes will be billed in full for the next subscription cycle.
3. Downgrading your Service may cause the loss of features or capacity of your account. The Company does not accept any liability for such loss
4. At the expiration of each subscription period subscriptions will renew automatically for a one year term unless cancelled prior to expiration of the then current term or extended for an alternative subscription option.
5. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes. If required a taxing authority requires the Company to collect applicable taxes then Company shall any them to the applicable subscription fee and collect on behalf of taxing authority and remit those taxes to taxing authorities

Cancellation and Termination

1. You may cancel your account at the end of each subscription term by clicking on the My Account link located on the navigation bar at the top of the home screen. Note that you may not cancel your account by telephone or email.
2. All of your content will be inaccessible from the Service immediately upon cancellation. Within 30 days, all content will be permanently deleted from backups and logs. This information can not be recovered once it has been permanently deleted.
3. If you cancel the Service before the end of your current subscription period your cancellation will take effect at the end of the paid subscription period and you will not be charged again. But there will not be any prorating of unused time in the last billing cycle.
4. Company, in its sole discretion, has the right to suspend or terminate an account in the event: (1) Customer or an Authorized User has violated Terms of Service or (2) Company believes such action is necessary to preserve the security, integrity, or accessibility of the Service. Company reserves the right based upon its sole judgment to refuse reinstatement or use of the Service following any such suspension or termination. Termination of the Service will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all content in your account. The Company reserves the right to refuse service to anyone for any reason at any time.

Modifications to the Service and Prices

1. We may modify, update or discontinue all or any part (including features or capabilities) of the Service at any time. If we make a change that materially reduces the functionality of the Service we will notify the email contact associated with Customer’s account and Customer may terminate the then current subscription within 30 days of the notice date and receive a pro-rata refund of the subscription fee for the remainder of the subscription term.
2. Company may change prices at any time and will post the new price schedule to the Uptick site. Price changes will take effect beginning with the next billing period; however, no change will be applied unless posted at least 30 days in advance of the next billing period

Copyright and Content Ownership

1. Customer is responsible for assuring that it has legal right to all content it provides to the Service in compliance with applicable copyright law and that all content provided complies with the Acceptable Use Policy.
2. We will not claim any intellectual property rights over the material you rightfully provide to the Service. We will only access your account solely to perform administrative service functions and respond to service or technical problems at your request.
3. We have no obligation to and do not pre-screen content provided to the Service. However, we do reserve the right (but not the obligation) in our sole discretion to refuse or remove any content that does not comply with our Acceptable Use Policy or legal requirements.
4. The Company reserves all intellectual property rights to the Service including but not limited to: Certain audio and visual information, documents, software and other works of authorship; and other technology, software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information (collectively, “Company Technology“) and that the Company Technology is protected by Copyrights, Patents, and other intellectual property rights owned or licensed by Company (collectively, “Company IP Rights“). Other than as expressly set forth in this Agreement, no license or other rights in or to the Company Technology or Company IP Rights are granted to Customer, and all such licenses and rights are hereby expressly reserved. You may not duplicate, copy, or reuse any portion of the Company IP or visual design elements without express written permission from the Company.

General Conditions

1. Your use of the Service is at your sole risk. The service is provided on an “as is” and “as available” basis.
2. Technical support is only provided via email.
3. You understand that the Company uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.
4. You will not access or attempt to access the Service by any means other than the interface provided by the Company. You must not create Internet links to or from the Service, or frame or mirror any content forming part of the Service without express written permission by the Company…
5. You agree not to modify, reproduce, duplicate, copy, sell, resell or create derivative works of any portion of the Service, use of the Service, or access to the Service without the express written permission by the Company.
6. We may, but have no obligation to, remove content and accounts that we determine in our sole discretion are unlawful or violates any party’s intellectual property or these Terms of Service.
7. Verbal, physical, written or other abuse (including threats of abuse or retribution) of any Service customer, Company employee or officer will result in immediate account termination.
8. You understand that the technical processing and transmission of the Service, including your content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
9. We reserve the right to temporarily disable your account if your usage appears excessive and may be negatively impacting the performance of the Service for other customers. In such cases we will attempt to contact you and work with you to remediate the situation prior to suspension or other action.
10. The Company does not warrant that (I) the Service will meet your expectations or requirements, (ii) the service will be uninterrupted, secure, or free of errors (iii) the results that may be obtained from the use of the service will be accurate or reliable, (v) any errors or limitations of the Service will be corrected or addressed in any particular timeframe.
11. You expressly understand and agree that the Company shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if the Company has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the service; (v) or any other matter relating to the service.
12. The failure of the Company to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and the Company and govern your use of the Service, superceding any prior agreements between you and the Company (including, but not limited to, any prior versions of the Terms of Service).
13. Questions about the Terms of Service should be sent to [email protected].

Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Service after any such changes shall constitute your consent to such changes.

Indemnification

Customer will indemnify and hold harmless Company from and against all liabilities, damages and costs (including settlement costs and reasonable attorney’s fees) arising out of any claim by a third party against Company regarding (a) Customer content or data; Customer Domains; or (c) Customer’s Authorized Users use of the Service in violation of this Agreement.

Company will indemnify, defend and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorney’s fees) arising out of any claim made or brought against Customer by a third party alleging that the use of the Service as contemplated hereunder violates any existing patent, copyright, or trade secret of a third party, provided that the usage at issue is in compliance with the Terms of Service and Customer (a) promptly gives written notice of the Claim to OPIN; (b) gives OPIN sole control of the defense and settlement of the Claim (provided that OPIN may not settle or defend any Claim unless it unconditionally releases Customer of all liability); and (c) provides to OPIN all reasonable assistance.

Limitations of Liability

IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS ACTUALLY PAID BY AND DUE FROM CUSTOMER HEREUNDER.

Exclusion of Consequential and Related Damages

IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, OR INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

Exclusions

The limitations of liability set forth above shall not apply to either Party’s breach of its obligations related to

Governing Law

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MINNESOTA AND WHERE APPLICABLE, THE UNITED STATES OF AMERICA.

Entire Agreement

The Terms of Service including any policies or other terms incorporated by reference into these Terms of Service constitute the entire agreement between you and us and supersede any prior agreement between you and us or any proposals, or presentations whether oral or written.

• We promise not to transfer your information to a 3rd party service that is not directly required for us to perform business.
• Every email we send will include a link to opt out of any future communication. You can also contact [email protected] directly if you wish for your data to be 100% deleted.

That’s all for now! This policy may be changed in the future, but we realize that you’re paying us with your attention and it’s our goal to respect that transaction.