Upscribbr Terms of Use

These Terms of Use (“Terms”) are an agreement between you and Upscribbr LLC (“Upscribbr” or “we”) and govern your access to and use of any Upscribbr website, mobile application or content (the “Site”) or any products, services, experiences, or activities made available through Upscribbr (collectively, “Offerings”). Please read these Terms carefully before accessing or using the Site or Offerings. By accessing and/or using the Site and/or Offerings, or clicking any button to indicate your consent, you accept and agree to be bound by these Terms, just as if you had agreed to these Terms in writing. If you do not agree to these Terms, do not use the Site or any Offerings.

Upscribbr may amend the Terms from time to time. Unless we provide a delayed effective date, all amendments will be effective upon posting of such updated Terms. Your continued access to or use of the Site or Offerings after such posting constitutes your consent to be bound by the Terms, as amended.

In addition to these Terms, certain Offerings may also be subject to additional terms, conditions guidelines or rules which may be posted, communicated or modified by us or applicable third parties at any time. Your use of any such Offerings is subject to those additional terms and conditions, which are hereby incorporated by reference into the Terms, provided that in the event of any conflict between such additional terms and these Terms, these Terms shall control. The Upscribbr Privacy Policy is hereby incorporated by reference. Please read the Privacy Policy carefully for information relating to our collection, use, and dissemination of your personal information. When you initiate a transaction, the applicable Seller will have access to certain information about you, such as your name and email address, so it can provide services to you, communicate with you regarding the transaction and send you other communication that may be of interest to you such as marketing offers. Please see the Privacy Policy for more information.

THE UPSCRIBBR MARKET

The Site enables consumers to schedule or purchase a wide range of Offerings offered and operated by third parties (collectively, “Sellers”). Upscribbr does not own, operate or control any of the Offerings that are offered at or through Sellers.

Sellers may make available various subscription plans, promotional plans, and non-subscription purchases. These options consist of different services and features and may be subject to additional and differing conditions, prices, policies and limitations as established by Sellers. We reserve the right to modify, terminate or otherwise amend our offered options and plans at any time in our discretion. Upscribbr makes no commitment on the quantity, availability, type or frequency at which Offerings will be available and may modify, discontinue, remove or suspend access at any time and for any reason in our sole discretion.

SELLERS’ TERMS AND CONDITIONS

Users purchasing Offerings are deemed to agree to the liability waivers and/or other terms and conditions of individual Sellers. Your purchase of any Offerings may be subject to additional policies, rules or conditions of the applicable Seller. If you have questions about a Seller’s terms and conditions, please see the applicable Seller’s website or contact the Seller directly.

YOUR ACCOUNT

To enjoy full access to the Site and Offerings, you need to sign up for a user account. A user account enables to you sign up and pay for Offerings. Unless otherwise established in connection with a particular Service, subscriptions start on the date that you sign up for a subscription and submit a current, valid, and accepted method of payment (“Payment Method”) or reactivate a pre-existing subscription. Unless we otherwise communicate a different time period (whether at the time of sign up or otherwise, such as a multi-month commitment plan), each billing cycle is one month in length (a “Subscription Cycle,” as further explained below). We may update the accepted methods from time to time.

Upscribbr does not guarantee the availability of particular Sellers or Offerings, and availability may change over time and at any time (including during the course of any given Subscription Cycle). The type, quantity, allocation and availability of Sellers and other Offerings offered, are determined by Upscribbr in our sole discretion.

Upscribbr may permit you to purchase certain products or Offerings through the Site. You acknowledge and agree that these Terms apply to any such purchase you make, and you will be responsible to pay the applicable fees, which may change at any time.

Your Upscribbr account is personal to you and you agree not to create more than one account. You cannot transfer or gift Offerings or credits to third parties or allow third parties to use your Upscribbr account, including other Upscribbr users. You must not use or exploit the Site and/or Offerings for commercial purposes. We continually update and test various aspects of the Upscribbr platform. We reserve the right to (and by using the Site and/or Offerings you agree that we may) include or exclude you from these tests without notice. You understand and agree that Upscribbr may take actions we deem reasonably necessary to prevent fraud and abuse.

You agree that the information you provide to Upscribbr at sign up and at all other times will be true, accurate, current, and complete and that you will keep this information accurate and up-to-date at all times. You are solely responsible for all activity that occurs under your account, including any activity by unauthorized users. To use the Site you must have access to the internet and may be required to download an Upscribbr mobile application to use some or all of the Upscribbr features. You are solely responsible for providing your own access (e.g., computer, mobile device, internet connection, etc.) to the Site.

PURCHASER BILLING AND FEES

By initiating a purchase transaction for Offerings, you authorize us to charge you for the transaction, or your initial subscription period and a recurring monthly subscription fee at the established rate applicable to the Offerings. You authorize us to charge your Payment Method for the amounts applicable to the Offerings you purchase, which may be billed monthly in one or more charges, as determined at the time of purchase. You also authorize us to charge you any other fees you may incur in connection with your use of the Site, such as any applicable sign-up fee, taxes and cancellation or late fees. Note that even if you do not use the Site or the selected Offerings, you will be responsible for any fees incurred until you cancel your order, or it is otherwise terminated.

When you purchase a subscription-based Service, your first Subscription Cycle will be billed immediately. Unless we expressly communicate otherwise, your subscription will automatically renew each month and you will be billed on the same date each month. We reserve the right to change the timing of our billing (and if we do, we’ll make adjustments to the amounts we charge, as appropriate). In the event your paid subscription began on a day not contained in a given month, we may bill your Payment Method on a day in the applicable month or such other day as we deem appropriate.

Generally, our fees are nonrefundable unless we specifically communicate otherwise at the time of purchase. However, we will provide a refund to customers in the following circumstances:

  1. if you are canceling a purchase transaction in its entirety and request a refund within five (5) days of the date of your first payment or
  2. if your subscription is cancelled prior to the end of a period for which you have incurred a charge, due to your relocation, disability or death.

In each case above, we reserve the right to charge a fee to cover the cost of any Offerings you may have used or received prior to your cancellation and to ask for proof of a changed condition, to the extent permitted by law.

Upscribbr encourages you to work directly with Sellers to request refunds for Offerings you do not receive. If for any reason this fails, you may contract Upscribbr at contactus@upscribbr.com to request a refund. In rare circumstances where Upscribbr finds it appropriate, we may cancel a completed order and refund a portion of the amounts paid for the canceled order to your account balance, and deduct the refunded amount from the Seller’s account balance. If there are no sufficient funds in the Seller’s account balance, the refund will be processed against future revenues of the Seller. We do not automatically refund payments made for canceled orders to your payment provider. Funds from cancelations are returned to your Upscribbr account balance and are available for future purchases through Upscribbr.

You may edit your Payment Method information by logging onto our Site and editing it in your account settings. If a payment is not successfully settled due to expiration, insufficient funds or otherwise, you nonetheless will remain responsible for any uncollected amounts and authorize us to continue billing the Payment Method or any other payment method you have provided, as it may be updated, including in the event you attempt to create a new account, reactivate the unsettled account or sign up for a new account. This may result in a change to your payment billing dates. If we cannot charge your account, we reserve the right, but are not obligated, to terminate your access to our Site or any portion thereof.

If you cancel your Upscribbr account or it is terminated for any reason, you may lose access to all Offerings available through the Site.

As an Upscribbr purchaser, you must sign up for and cancel your Offerings only through the Site. It is a breach of these Terms if you transact or cancel directly with a Seller, including through any online or mobile account you have with a Seller, independent of Upscribbr. If you reserve or cancel directly with such Seller, we reserve the right to charge you the full amount that the Seller charges for such Offerings and/or any applicable cancellation fees, and/or to suspend or terminate your Upscribbr account.

You understand and agree that, at any time and without prior notice Upscribbr may (1) terminate, cancel, deactivate, disable, delete and/or suspend your account, any orders placed, or your access to or use of the Site, and/or Offerings (or any portion thereof, including but not limited to your access to any or all Sellers or Offerings) and/or (2) discontinue, disable, suspend, modify or alter any aspect, feature or policy of the Site. This includes the right to terminate or modify any account or purchased Service prior to the end of any pre-paid or committed period. Upon any termination or otherwise, we may immediately deactivate your account and all related information and/or bar any further access to your account information and the Site. Upscribbr shall have no liability for, and you shall have no recourse for, any such termination or deactivation. If we determine that you have violated these Terms or otherwise engaged in illegal or improper use of your membership, Offerings and/or the Site, you will not be entitled to any refund and you agree that we will not be responsible to pay any such refund. You agree that Upscribbr will not be liable to you or any third party for any termination or modification to the service regardless of the reason for such termination or modification. You acknowledge that your only right with respect to any dissatisfaction with any modification or discontinuation of service made by us is to cancel or terminate an order. If Upscribbr deletes your account for these reasons, you may not re-register for or use the Site and/or Offerings under any other user name, email, payment method or profile. Upscribbr may block your access to the Site to prevent re-registration.

PROHIBITED CONDUCT

Without limiting the prohibitions and restrictions found elsewhere throughout the Terms, you agree not to:

  • Harass, threaten, stalk, disrupt or defraud users, members or staff of Upscribbr or Sellers or any other person, or otherwise create or contribute to an unsafe, harassing, threatening or disruptive environment;
  • Act in a deceptive or fraudulent manner by, among other things, impersonating another person or access another user’s account or signing up for more than one account;
  • Share Upscribbr passwords with any third party;
  • Reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast, use for commercial purposes or otherwise exploit any portion of the Site;
  • Misrepresent the source, identity, or content of information transmitted via the Site, including deleting the copyright or other proprietary rights or notices from any portion of the Site;
  • Upload material (e.g. virus) that is damaging to computer systems or data of Upscribbr or users of the Site or otherwise use the Site in any manner that could damage, disable, overburden, or impair it or interfere with any other party’s use and enjoyment of the Site;
  • Upload copyrighted material that is not your own or that you do not have the legal right to distribute, display, and otherwise make available to others;
  • Upload or send to Site users pornographic, threatening, embarrassing, hateful, racially or ethnically insulting, libelous, or otherwise inappropriate content;
  • Decompile, reverse engineer or disassemble the Site, in whole or in part, except as may be permitted by applicable law;
  • Link to, mirror or frame any portion of the Site;
  • Cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Site or unduly burdening or hindering the operation and/or functionality of any aspect of the Site;
  • Attempt to gain unauthorized access to or impair any aspect of the Site or its related systems or networks or interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site;
  • Make unsolicited offers, advertisements, proposals, or send junk mail or “spam” to users;
  • Remove, circumvent, disable, damage or otherwise interfere with security-related features of the Site, any features that prevent or restrict use or copying of any content accessible through the Site, or any features that enforce limitations on the use of the Site or the content therein;
  • Obtain or attempt to obtain any materials or information through any means not intentionally made available through the Site;
  • Modify the Site in any manner or form, nor to use modified versions of the Site, including (without limitation) for the purpose of obtaining unauthorized access to the Site;
  • Use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Site;
  • Use the Site for or in connection with any purpose that is unlawful or prohibited by these Terms.
  • Upscribbr reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in its sole discretion.

LOCATED IN THE U.S.

The availability of all or part of our Site and any Offerings may be limited based on geographic, age, or other criteria as we may establish from time to time. For example, you must be 18 years of age or older to use the Site and/or purchase Offerings. You further understand that the Site and Offerings may not be available in every geographic location.

UPSCRIBBR CURRENTLY OPERATES IN THE UNITED STATES. THESE TERMS ARE ONLY APPLICABLE TO USERS IN THE U.S. THE SITE IS NOT AVAILABLE TO ANY USERS SUSPENDED OR REMOVED FROM THE SITE BY UPSCRIBBR. BY USING THE SITE, YOU REPRESENT THAT YOU ARE A RESIDENT OF THE UNITED STATES, AT LEAST 18 YEARS OLD AND HAVE NOT BEEN PREVIOUSLY SUSPENDED OR REMOVED. THOSE WHO CHOOSE TO ACCESS THE SITE DO SO AT THEIR OWN INITIATIVE AND ARE RESPONSIBLE FOR COMPLIANCE WITH ALL LOCAL RULES INCLUDING, WITHOUT LIMITATION, RULES ABOUT THE INTERNET, DATA, EMAIL OR OTHER ELECTRONIC MESSAGES, OR PRIVACY.

USER CONTENT

The Site provides certain features which enable you and other users to submit, post, and share content, which may include without limitation text, graphic and pictorial works, or any other content submitted by you and other users through the Site (“User Content”). Upscribbr does not guarantee any anonymity or confidentiality with respect to any User Content, and strongly recommends that you think carefully about what you upload to, share with or make accessible to the Site. You understand and agree that User Content may be made public without any additional notice to or consent by you and you should assume that any person (whether or not a user of Upscribbr’ platform), including any Seller, may read or have access to your User Content. Upscribbr is not responsible for the use or disclosure of any information that you disclose in connection with User Content, including any personal information. User Content is displayed for information purposes only and reflects the opinions of the person making the submission. They are not controlled by, and may not reflect the opinion of, Upscribbr. You understand that all User Content is the sole responsibility of the person from whom such User Submission originated. This means that you, and not Upscribbr, are entirely responsible for all User Content that you upload, post, e-mail, transmit, or otherwise make available through the Site.

Upscribbr makes no representations that it will publish or make available on the Site any User Content, and reserves the right, in its sole discretion, to refuse to allow any User Content on the Site, or to edit or remove any User Submission at any time with or without notice. Without limiting the generality of the preceding sentence, Upscribbr may remove User Content upon receipt of a compliant takedown notice. Upscribbr may, but is not obligated to, monitor and edit or remove any activity or content, in whole or in part, including but not limited to content that Upscribbr determines in its sole discretion to violate the standards of this Site. Upscribbr takes no responsibility and assumes no liability for any User Content.

You retain all your ownership rights in original aspects of your User Content. By submitting User Content to Upscribbr, you hereby grant Upscribbr and its affiliates, sublicensees, partners, designees, and assignees of the Site (collectively, the “Upscribbr Licensees”) a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce (including by making mechanical reproductions), distribute, modify, adapt, translate, prepare derivative works of, publicly display, publish, publicly perform, and otherwise exploit your User Content and derivatives thereof in connection with the Site and Upscribbr’s (and its successors’) business, for any purpose, including, without limitation, for marketing, promoting, and redistributing part or all of the Site (and derivative works thereof), in any media formats and through any media channels now known or hereafter discovered or developed.

You are solely responsible for your own User Content and the consequences of posting, sharing, displaying, publishing them or otherwise making them available. In connection with User Content, you affirm, represent, and warrant that: (i) you own, or have the necessary licenses, rights, consents, and permissions to use and authorize Upscribbr to use all patent, trademark, copyright, or other proprietary rights in and to your User Content to enable inclusion and use of your User Content in the manner contemplated by Upscribbr and these Terms, and to grant the rights and license set forth above, and (ii) your User Content, Upscribbr or any Upscribbr Licensee’s use of such User Content pursuant to these Terms, and Upscribbr or any of Upscribbr Licensee’s exercise of the license rights set forth above, do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) contain any material that is illegal, threatening, obscene, racist, defamatory, libelous, hateful, pornographic, purposely false or otherwise injurious to third parties, promotional in nature, promotes any illegal activity or harm to groups or individuals, or consists of or contain software, computer viruses, commercial solicitation, political campaigning, chain letters, mass mailings, any form of “spam” or references to illegal activity, malpractice or false advertising; (c) violate any applicable law or regulation or these Terms or; (d) exploits minors; or (e) require obtaining a license from or paying fees or royalties to you or any third party for the exercise of any rights granted in these Terms, including, by way of example and not limitation, the payment of any royalties to any copyright owners, including any royalties to any agency, collection society, or other entity that administers such rights on behalf of others.

You understand that when using the Site, you may be exposed to User Content from a variety of sources and that Upscribbr does not endorse and is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Content. You further understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent, or objectionable. YOU AGREE TO WAIVE, AND HEREBY DO WAIVE, ANY LEGAL OR EQUITABLE RIGHTS OR REMEDIES YOU HAVE OR MAY HAVE AGAINST UPSCRIBBR WITH RESPECT THERETO.

In the event of infringing or other illegal activities, we have no obligation to, but reserve the right to terminate access to the Site and remove all content submitted by any persons who are found to be infringers. Any suspected illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Upscribbr may have at law or in equity.

INTELLECTUAL PROPERTY RIGHTS

The Site is owned and operated by Upscribbr. The content, recordings, visual interfaces, graphics, design, compilation, information, computer code, products, software (including any downloadable software), or any music, images, video, text, services, and all other material or elements of or available through the Site provided by Upscribbr (“Content”) are protected by the copyright, trade dress, patent, and trademark laws of the United States and other countries, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for your User Content, all Content contained on the Site is the copyrighted property of Upscribbr and/or our Sellers or other third-party licensors. All trademarks, service marks, and trade names are proprietary to Upscribbr and/or our Sellers or other third-party licensors and may not be used in connection with any product or service or in any manner that is likely to cause confusion as to our endorsement, affiliation or sponsorship of any person, product or service. Except as expressly authorized by Upscribbr, you agree not to sell, license, distribute, copy, modify, download, record, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Content and may only access the Content for your personal, non-commercial use. In the event that Content is downloaded to your computer or mobile phone, you do not obtain any ownership interest in such Content. All rights not expressly granted in these Terms are reserved. Upscribbr and/or the owners of the Content may, from time to time, remove Content from the Site without notice.

You agree that you will not, for any reason whatsoever, reverse engineer, decompile, disassemble, or otherwise tamper with any security components, usage rules or other protection measures applicable to the Site or Content. You agree to abide by the rules and policies established from time to time by Upscribbr. Such rules and policies will be applied generally in a nondiscriminatory manner to users of the Site and software, and may include, for example, required or automated updates, modifications, and/or reinstallations of the software and obtaining available patches to address security, interoperability, and/or performance issues. You represent, warrant and agree that you are using the Site hereunder for your own personal, noncommercial use and not for redistribution or transfer of any kind.

The Site, including all software, Content and other information, materials and products included on or otherwise made available to you through the Service are provided “as-is” and “as available” without warranties of any kind from Upscribbr or any owners of Content. To the full extent permissible by applicable law, Upscribbr and all owners of Content disclaim all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. Neither Upscribbr nor any owner of Content warrants that the Site or any software, Content, information, materials or products included on or otherwise made available to you through the Site are free of viruses or other harmful components.

If you provide Upscribbr with any comments, bug reports, feedback, or modifications proposed or suggested by you to the Site (“Feedback”), Upscribbr shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Site. You hereby grant Upscribbr a perpetual, irrevocable, nonexclusive license under all rights necessary to incorporate and use your Feedback for any purpose without notice to, consent by or compensation to you or any third party.

The Site may include links or access to other web sites or services (“Linked Sites”) solely as a convenience to users. Upscribbr does not endorse any such Linked Sites, or the information, material, products, or services contained on other linked sites or accessible through other Linked Sites. Furthermore, Upscribbr makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through linked sites. ACCESS AND USE OF LINKED SITES, INCLUDING THE INFORMATION, MATERIAL, CONTENT, PRODUCTS, AND OFFERINGS ON LINKED SITES OR AVAILABLE THROUGH LINKED SITES, IS SOLELY AT YOUR OWN RISK.

AGREEMENT TO TERMS

You acknowledge and agree that by clicking on the button labeled “CONFIRM PURCHASE,” “SUBMIT”, “PLACE MY ORDER”, “I ACCEPT” or such similar links as may be designated by Upscribbr to accept the terms and conditions of these Terms, you are submitting a legally binding electronic signature and are entering into a legally binding contract. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, including without limitation the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the “E-Sign Act”) or other similar statutes, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SITE OR OFFERINGS OFFERED BY UPSCRIBBR. Further, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.

DISCLAIMERS

ALL ASPECTS OF OR CONTENT OR FEATURES AVAILABLE THROUGH THE SITE AND/OR OFFERINGS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, UPSCRIBBR, ON BEHALF OF ITSELF AND ITS SUPPLIERS AND PARTNERS, DISCLAIMS AND EXCLUDES ALL WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.

OFFERINGS AND OTHER NON-UPSCRIBBR PRODUCTS AND OFFERINGS MADE AVAILABLE VIA THE SITE ARE PROVIDED BY THIRD PARTIES (AND THE DESCRIPTIONS OF THE FOREGOING POSTED ON THE SITE ARE PROVIDED BY SUCH THIRD PARTIES), NOT UPSCRIBBR. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, YOUR USE OF THE SITE AND YOUR PURCHASE AND/OR USE OF OFFERINGS, IS SOLELY AT YOUR OWN RISK.

WAIVER AND RELEASE

YOU UNDERSTAND THAT UPSCRIBBR IS A MARKETPLACE AND THE OFFERINGS SELLERS PROVIDE ARE OPERATED AND DELIVERED BY THE APPLICABLE SELLER AND NOT BY UPSCRIBBR. UPSCRIBBR IS NOT RESPONSIBLE FOR THE QUALITY OF ANY SERVICE PROVIDED BY A SELLER OR THIRD PARTY. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE OFFERINGS ARE RIGHT FOR YOU.

THEREFORE, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU RELEASE, INDEMNIFY, AND HOLD HARMLESS UPSCRIBBR AND ITS AFFILIATED ENTITIES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, CONSULTANTS, CONTRACT EMPLOYEES, REPRESENTATIVES AND AGENTS, AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, FROM ANY AND ALL RESPONSIBILITY, CLAIMS, ACTIONS, SUITS, PROCEDURES, COSTS, EXPENSES, DAMAGES AND LIABILITIES ARISING OUT OF OR IN ANY WAY RELATED TO YOUR MISUSE OF THE SITE, OFFERINGS, OR VIOLATION OF THESE TERMS.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES WILL UPSCRIBBR OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND PRODUCT LIABILITY), OR OTHERWISE, EVEN IF UPSCRIBBR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, UPSCRIBBR’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

UPSCRIBBR’S LIABILITY TO YOU IS LIMITED TO $50 OR THE AMOUNTS, IF ANY, PAID BY YOU TO UPSCRIBBR UNDER THIS AGREEMENT IN THE THREE MONTHS IMMEDIATELY PRIOR TO THE EVENT FIRST GIVING RISE TO THE CLAIM, WHICHEVER IS MORE. THE FOREGOING LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF WHETHER UPSCRIBBR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Your correspondence or business dealings with, or participation in promotions of, third parties found on or through the Site are solely between you and such third party. YOU AGREE THAT UPSCRIBBR WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS OR AS THE RESULT OF THE PRESENCE OF SUCH THIRD PARTIES ON THE SITE.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS SET FORTH IN THESE TERMS MIGHT NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. TO THE EXTENT ANY DISCLAIMER OR LIMITATION OF LIABILITY DOES NOT APPLY, ALL APPLICABLE EXPRESS, IMPLIED, AND STATUTORY WARRANTIES WILL BE LIMITED IN DURATION TO A PERIOD OF 30 DAYS AFTER THE DATE ON WHICH YOU FIRST USED THE SITE, AND NO WARRANTIES SHALL APPLY AFTER SUCH PERIOD.

MISCELLANEOUS

These Terms shall be governed in all respects by the laws of the State of Minnesota, without regard to conflict of law provisions Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Site shall be instituted exclusively in the federal courts of the United States or the courts of the State of Minnesota.

If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof. may assign our rights and obligations under these Terms. The Terms will inure to the benefit of our successors, assigns and licensees.

You agree that we may communicate with you through any and all contact information and methods you provide to us. In the event that Upscribbr waives a breach of any provision of these Terms, such waiver will not be construed as a continuing waiver of other breaches of the same nature or other provisions of these Terms and will in no manner affect the right of Upscribbr to enforce the same at a later time. Further, in the event we choose to grant an exception to these Terms, any such exception is in our sole discretion and does not entitle you or anyone else to any exceptions in the future for similar circumstances.

Unless you are accessing the site as a Seller through an Upscribbr Seller Agreement, these Terms and our Privacy Policy constitute the sole and entire agreement between you and Upscribbr with respect to the Site and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Site.

All feedback, comments, requests for technical support and other communications relating to the Site should be directed to: contactus@upscribbr.com.