UpMo Terms of Use
Welcome to UpMo. This page explains the terms by which you may use our Software/Service (as defined below). By clicking the "Accept" button, the subscriber/user/you signify that you have read, understood, and agree to be bound by this End User License Agreement ("Agreement").
For purposes of this Agreement "you" shall mean either you as an individual or the business, government entity or entities on whose behalf you are accepting this Agreement and who is afforded all rights and bound by all terms under the Agreement. You represent that you are authorized to accept these terms and conditions. If you do not agree to be bound by this Agreement in its entirety, the service is not suited for or licensed to you.
This Agreement relates to Upwardly Mobile ("Licensor") service (the "Service") composed of software (the "Software") and related explanatory materials ("Documentation") that are proprietary to Licensor and/or its licensor(s). The terms "Software" and "Documentation" also include any modified versions or updates of the Software and Documentation, respectively, to which you may be granted access under this Agreement.
LICENSE GRANT. Subject to the provisions of this Agreement, Licensor grants you a non-exclusive, non-transferable, non-sub-licensable license to install and/or run the Software in object code format on a CPU owned or controlled by you (for personal and professional use both inside and outside of an enterprise) and use the Software for the purpose and in the manner it was intended by Licensor. By using the Software/Service you represent and warrant that you have the legal capacity to enter into this Agreement and that you are equal to or older than the minimum age required by your jurisdiction to enter into contracts without parental consent.
RESTRICTIONS. Except as expressly set forth in this Agreement, you may not do any of the following, nor permit any third party to do any of the following: (a) use, reproduce, modify or prepare derivative works of any portion of the Product or incorporate any portion of the Product into any other product; (b) transfer, encumber, sublicense, disclose, rent, lease, offer for timesharing or distribute any portion of the Product; or (c) remove, obscure, deface or fail to reproduce in any copy any copyright, trademark or other proprietary rights notice contained in any part of the Software/Service. In addition, you will not do any of the following, nor permit any third party to do any of the following, to any portion of the Software/Service: reverse engineer, decompile, disassemble or otherwise attempt to determine the source code, ideas, algorithms or structure underlying any of the Software/Service, except to the extent that you are permitted by applicable law to reverse engineer the Software/Service despite the foregoing restriction. In the event that you are permitted by applicable law to reverse engineer any portion of the Software/Service for the purpose of achieving interoperability with other software despite the foregoing restriction, you shall provide written notice of your intent to reverse engineer the Software/Service and, if permitted by applicable law, you shall provide Licensor a reasonable opportunity to supply, in Licensor's discretion, such information with respect to the Software/Service as may be required to achieve such interoperability. In the event that Licensor supplies such information, you shall not reverse engineer the Software/Service unless permitted to do so by applicable law despite the requirements of this section.
CONFIDENTIALITY. You acknowledge and agree that the Product contains proprietary and confidential information, as well as trade secrets, of Licensor and/or its licensors. Accordingly, you will not distribute or disclose any portion of the Product to any third party, except for independent contractors providing services to you in connection with activities that are expressly permitted by this Agreement; provided, however, that each such independent contractor must have entered into a written contract with you that is at least as protective of Licensor's and its licensors' proprietary rights and trade secrets as this Agreement. You will be liable for any use or disclosure made by any such independent contractor of any part of the Product as if you had made the same use or disclosure.
TERMINATION. Without prejudice to any other rights that may be available to it, Licensor may terminate this Agreement if you breach any provision of this Agreement at any time. Upon termination, all licenses hereunder will terminate and you shall immediately cease all access to and use of the Product. The limitations of liability, restrictions, disclaimers, proprietary rights sections immediately below, general provisions of the last section below, and confidentiality provisions of this Agreement will survive any termination hereof.
PROPRIETARY RIGHTS. Except for the limited licenses expressly set forth in this Agreement, all right, title and interest in and to the Product and all portions thereof shall remain with Licensor and/or its licensor(s). You acknowledge such ownership and intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with Licensor's or its licensors' ownership of or rights with respect to the Product.
MEMBERSHIP AND BILLING. You can find the specific details regarding your UpMo membership in the "My Payment Options" section of your My Profile page on UpMo.
Membership Terms
Standard UpMo subscription terms last for 30 calendar days, with free 30-day trial subscriptions for eligible members of our Beta community that joined UpMo prior to August 10, 2009. Members participating in the MINT (MBAs in Transition) program have prepaid accounts and are exempt from free trials. To view the specific details regarding your free trial, if any, review the "My Payment Options" section of your My Profile page on UpMo.
UpMo's 30-day Money Back Guarantee is valid only during the first month of membership, and cannot be combined with any other offer. You must have Internet access and a valid credit card or debit card ("Payment Method") to subscribe to UpMo's service. Upon registering for your subscription, your Payment Method will be authorized for one months of service. Your available balance or credit limit may be reduced to reflect the authorization; however, no subsequent monthly charges will be made against the Payment Method unless you do not cancel prior to the end of your 30-day subscription.
To view the specific details of your membership plan, including price and end date of your subscription period, review the "My Payment Options" section of your My Profile page on UpMo. You may not receive a notice from us that your subscription term has ended or that your new term has begun. YOU MUST CANCEL PRIOR TO THE END OF YOUR FREE TRIAL TO AVOID CHARGES TO YOUR PAYMENT METHOD. CLICK THE "CANCEL MEMBERSHIP" IN THE "MY PAYMENT OPTIONS" SECTION OF YOUR MY PROFILE PAGE TO DO SO. We will continue to bill your Payment Method on a monthly, quarterly or semi-annual basis for the membership plan that you selected until you cancel your UpMo membership. We reserve the right to modify, terminate or otherwise amend our offered membership plans. From time to time, UpMo may provide special promotional membership rates for new members. You may cancel your membership at anytime.
Gift Subscriptions
The following terms apply solely to UpMo gift subscriptions. UpMo reserves the right to change these Gift Subscription Terms at its sole discretion.
- Gift Subscriptions are one-time transferable memberships. The gift purchaser ("Purchaser") must transfer the Gift Subscription to the gift recipient ("Recipient") within one (1) year of the date of purchase.
- The Gift Subscription is transferred when the Recipient registers for the UpMo service.
- Gift Subscriptions are non-refundable and cannot be redeemed for cash or credit. Gift Subscriptions cannot be combined with any other special or free offers, including other Gift Subscriptions.
- Two weeks prior to the end of the six-month Gift Subscription term, UpMo will remind the Recipient via email of the Gift Subscription’s expiration. When the Recipient's Gift Subscription expires, the Recipient will have the opportunity to provide a credit card, select a payment plan and retain the UpMo membership at the Recipient's expense.
- Gift Subscriptions are valid in the 50 United States and its territories and possessions only.
- Gift Subscriptions and their use are subject to the UpMo Terms of Use.
By starting your UpMo membership, you are expressly agreeing that we are authorized to charge you a monthly, quarterly, or semi-annual membership fee, any applicable tax and any other charges you may incur in connection with your use of the UpMo service to the Payment Method you provided during registration (or to a different Payment Method if you change your account information). The membership fee will be billed at the beginning of your UpMo membership and on each monthly, quarterly or semi-annual renewal thereafter unless and until you cancel your membership. Review the "My Payment Options" section of your My Profile page to see the commencement date for your next renewal period. We automatically bill your Payment Method every month, 3 months or 6 months on the calendar day corresponding to the commencement of your membership. In the event your membership began on a day not contained in a given month, we bill your Payment Method on the last day of such month. For example, if you became a paying member on January 31st, your Payment Method would next be billed on February 28th. Your Payment Method will be authorized for up to approximately six months of service during the free trial; however, no charges will be made against the Payment Method unless you do not cancel prior to the end of your ten or 30-day free trial. All fees and charges are nonrefundable and there are no refunds or credits for partially used periods. At any time, and for any reason, we may provide a refund or discount to some or all of our members ("credits"). The amount and form of such credits, and the decision to provide them, are at the sole and absolute discretion of UpMo. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future, under any circumstance. We may change the fees and charges in effect, or add new fees and charges from time to time, but we will give you advance notice of these changes by email. If you want to use a different Payment Method or if there is a change in your credit card validity or expiration date, you may edit your Payment Method information by clicking the "Update Membership" link in the "My Payment Options" section of your My Profile page. If your Payment Method reaches its expiration date, your continued use of the service constitutes your authorization for us to continue billing that Payment Method and you remain responsible for any uncollected amounts.
Ongoing Membership
Your UpMo membership will continue in effect unless and until you cancel your membership or we terminate it. You must cancel your membership before it renews each month or every three or six months (depending upon the plan you selected) in order to avoid billing of the next term's membership fees to your Payment Method. We will bill the term's membership fee plus any applicable tax to the Payment Method you provide to us during registration (or to a different Payment Method if you change your account information).
Cancellation
Trial and paying members may cancel their membership to UpMo at anytime, and cancellation will be effective immediately. WE DO NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL-TERM MEMBERSHIP PERIODS. To cancel, click the link "Cancel Membership" in "My Payment Options" section of your My Profile page and follow the instructions for cancellation. Beta members not enrolled in an UpMo trial or paid membership may send an email to cancel@upmo.com with the subject-line "Cancel" to terminate their UpMo membership. As a canceled member, you may still receive weekly newsletter communications from UpMo from which you may unsubscribe.
We reserve the right to terminate your account for any or no reason.
DISCLAIMER OF WARRANTY. THE PRODUCT AND ALL PORTIONS THEREOF ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION THE WARRANTIES THAT THEY ARE FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE, ACCURATE, NON-INTERFERING OR NON-INFRINGING. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS BORNE BY YOU. WITHOUT LIMITING THE FOREGOING DISCLAIMER, LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL PERFORM AS INDICATED IN THE DOCUMENTATION OR AS OTHERWISE STATED BY LICENSOR. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT, AND AS PARTIAL CONSIDERATION FOR BEING GRANTED THE LICENSES HEREUNDER YOU AGREE TO BE BOUND BY THIS DISCLAIMER AND THE LIMITATIONS OF LIABILITY BELOW NOTWITHSTANDING THE FAILURE OF ANY REMEDY HEREUNDER OF ITS ESSENTIAL PURPOSE. IN CERTAIN CIRCUMSTANCES, SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN WHOLE OR IN PART.
LIMITATIONS OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR OR ITS LICENSORS, SUPPLIERS OR RESELLERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PRODUCT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF REVENUES OR GOODWILL, WORK STOPPAGE, LOSS OF DATA, INACCURACIES, COMPUTER FAILURE OR MALFUNCTION, EVEN IF YOU ARE ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, LICENSOR'S ENTIRE LIABILITY UNDER THIS AGREEMENT OR IN CONNECTION WITH THE PRODUCT SHALL NOT EXCEED IN THE AGGREGATE ONE THOUSAND U.S. DOLLARS ($1,000). THE FOREGOING LIMITATIONS OF LIABILITY FORM AN ESSENTIAL PART OF THIS AGREEMENT AND LICENSOR WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR THE SAME. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CERTAIN CIRCUMSTANCES, SO THIS EXCLUSION AND LIMITATION MAY NOT APPLY TO YOU IN WHOLE OR IN PART.
THIRD PARTY CONTENT, SITES AND SERVICES. All transactions using Upwardly Mobile's service are between the transacting parties only. The services may contain features and functionalities linking you or providing you with certain functionality and access to third party content, including web sites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet. However, Upwardly Mobile is not an agent of any transacting party, nor or we a direct party in any such transaction. Any such activities, and any terms associated with such activities, are solely between you and the applicable third-party. Similarly, we are not responsible for any third party content you access with the service, and you irrevocably waive any claim against us with respect to such sites and third-party content. Upwardly Mobile shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. You are solely responsible for your dealings with any third party related to the services, including the delivery of and payment for goods and services. Should you have any problems resulting from your use of any third party services, or should you suffer data loss or other losses as a result of problems with any of your other service providers or any third-party services, we will not be responsible unless the problem was the direct result of our breaches.
MODIFICATION. Except with respect to payment obligations as provided below in "FEES", Licensor reserves the right to change or modify the Product, any Premium Product, any of the terms and conditions contained in this Agreement, or any policy governing the Product or Premium Product, at any time, by posting the new Agreement. You are responsible for regularly reviewing any updates to this Agreement. Any changes or modifications to this Agreement will become binding after your continued use of the Product or Premium Product after such terms have been updated by Licensor.
FEES. Licensor reserves the right to offer alternative and/or additional Products ("Premium Products") for fees. You acknowledge that Licensor may charge a fee for the use of any Premium Product or any of the Products, provided that Licensor notifies you of any such fee that applies before you incur it. Subject to the foregoing, you agree to pay any fees incurred by you. For the avoidance of doubt, your use of UpMo, other than with respect to Premium Products, does not require the payment of a subscription fee.
COMPLIANCE WITH LAWS. You agree to comply with all applicable laws and regulations, domestic and foreign, with respect to the Product, including without limitation those related to export and import controls.
GENERAL. This Agreement shall be governed by applicable U.S. federal law and the laws of the State of California, excluding any conflict of law provisions. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. The parties hereby consent to the exclusive jurisdiction of the U.S. federal and California state courts located in San Jose, CA, in connection with any dispute arising out of or in connection with this Agreement or its subject matter, and the parties irrevocably waive any right that they may have to assert that any such court lacks jurisdiction or that such forum is not convenient. If any provision in this Agreement should be held illegal or unenforceable by a court having jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect. The controlling language of this Agreement is English. If Licensee has received a translation into another language, it has been provided for Licensee's convenience only. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. Licensee may not assign or otherwise transfer, by operation of law or otherwise, this Agreement or any rights or obligations hereunder. Any such purported transfer or assignment will be void. Subject to the foregoing sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and assigns. The relationship between Licensor and Licensee is that of independent contractors and neither Licensee nor its agents shall have any authority to bind Licensor in any way. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof. This Agreement may be amended or modified only by a writing signed by both parties.