Terms of Service

DigitalMentors Business Center

Last Modified: September 9, 2019

1. Acceptance of the Terms of Service

These DigitalMentors Business Center Terms of Service (“Terms of Service”) are entered into by and between you (“User”, “you”, or “your”) and Upward Enterprises, LLC (“Company”, “we”, or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Service”), govern your access to and use of the DigitalMentors Business Center, including any content, functionality, and services offered on or through websites or webpages linking to these Terms of Service (the “Website”), whether as a guest, customer, or a registered user.

Please read these Terms of Service carefully before you start to use the Website. By using the Website or by clicking to accept or agree to the Terms of Service when this option is made available to you, you accept and agree to be bound and abide by these Terms of Service and the DigitalMentors Business Center Privacy Policy, found at https://www.digitalmentors.com/business-center-privacy/, incorporated herein by reference. If you do not want to agree to these Terms of Service or the Privacy Policy, you must not access or use the Website.

This Website is offered and available to users who are 18 years of age or older. By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet the foregoing eligibility requirements. If you do not meet these requirements, you must not access or use the Website.

2. Changes to the Terms of Service

We may revise and update these Terms of Service from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter.

Your continued use of the Website following the posting of revised Terms of Service means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

3. Accessing the Website and Account Security

We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

You are responsible for:

3.1 Making all arrangements necessary for you to have access to the Website.

3.2 Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Service and comply with them.

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including but not limited to through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You may provide access to persons that you authorize to administer your account by creating separate, individual admin user credentials on the condition that such authorized administrators agree to these Terms of Service and you assume responsibility for their use of the Website. Further, you agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Service.

4. Business Center Member Terms

A User who becomes a registered DigitalMentors Business Center account holder (a “Member”) is permitted a limited license to the DigitalMentors Business Center on the terms and conditions set forth in this Section 4.

4.1. LIMITED LICENSE. Subject to the restrictions described below, the Company hereby grants Member a limited license to access and use the DigitalMentors Business Center.

4.2. DATA TRANSMISSION. Member understands and agrees that DigitalMentors Business Center content may transmit certain information to Company electronically and automatically. Any information received by Company from this transmission shall be used by Company solely for the purposes of providing DigitalMentors Business Center services, diagnosing or correcting errors, or otherwise improving the DigitalMentors Business Center. If such information contains personal information, Company’s processing will be governed by the Section 4.3, Data Processing.

4.3. DATA PROCESSING. A Member’s use of the Business Center may involve the processing of personal information by Company on behalf of the Member. Company will process such data as set forth in this Section 4.3. Member acknowledges that the Member is the Controller and the Company is the Processor, as those terms are defined in the EU’s General Data Protection Regulation. For the purposes of this Section 4.3, “Personal Information” means information that Member provides or for which Member collects or provides access to Company, or information which Company creates or obtains on behalf of Member, in accordance with this Section that: (i) directly or indirectly identifies an individual; or (ii) can be used to authenticate an individual. Member’s business contact information is not by itself Personal Information.

4.3.1. Company Obligations. Company will (i) not disclose Personal Information to any person other than its authorized persons without Member’s prior written consent unless required by applicable law; and (ii) process, use, and disclose Personal Information only for the purposes for which Member provides the Personal Information, or access to it, pursuant to these terms, and not use or otherwise disclose or make available Personal Information for Company’s own purposes without Member’s prior written consent. Company may aggregate, de-identify, or anonymize Personal Information, and use such aggregated, de-identified, or anonymized data, which shall no longer be considered Personal Information, for its own purposes.

4.3.2. Member Obligations. Member will (i) secure the consent of its end users to the transmission of all Personal Information (ii) be responsible for any unauthorized creation, collection, receipt, transmission, access, storage, disposal, use, or disclosure of Personal Information under its control or in its possession; (iii) comply with any applicable laws and regulations and use only secure methods, according to accepted industry standards, when transferring or otherwise making available Personal Information to Company; and (iv) provide written notice to Company if any information Member provides to Company under this Agreement contains Personal Information. Company will not be responsible for determining on its own that any information Member provides under this Agreement qualifies as Personal Information.

4.3.3. Information Security. Company will comply with applicable laws and regulations, in its receipt, access, use, storage, disposal, and disclosure of Personal Information. Company will employ reasonable security measures to protect Personal Information in accordance with accepted industry standards for information security.

4.3.4. Data Breach or Security Incident Procedures. Company maintains a cyber incident breach response plan in accordance with accepted industry standards (“Cyber Incident Response Plan”) and will implement the procedures required under such plan on the occurrence of a data breach or security incident. Company will notify Member of a data breach or security incident as soon as reasonably practicable, but no later than 72 hours after Company becomes aware of it.

4.3.5. Return or Disposal of Personal Information. At Member’s written request or on the termination or expiration of this Member’s Business Center account, Company will promptly return to Member or securely dispose of all Personal Information in its possession, or in the possession of authorized persons. If Company is not reasonably able to return or securely dispose of Personal Information, including, but not limited to, Personal Information stored on backup media, Company will continue to protect such Personal Information in accordance with the terms of this Agreement until such time that it can reasonably return or securely dispose of such Personal Information.

4.4. INDEMNIFICATION. Member hereby agrees to defend, indemnify, and hold harmless Company and its parents, subsidiaries, Affiliates, successors, licensees, agents, attorneys, heirs, and assigns, and the officers, directors, and employees of the foregoing, from and against any and all third party claims, liabilities, demands, costs, and expenses (including attorney and accountant fees reasonably incurred) in connection with 1) any breach or alleged breach by Member of any covenant, representation, or other provision of this section, or any obligation hereunder; 2) Member’s use and operation of the DigitalMentors Business Center; 3) any third party claims brought by Member’s end users; and 4) the acts or omissions of Member’s end users.

4.5. OWNERSHIP. The license provided in Section 4.1 gives a Member limited rights to use the DigitalMentors Business Center, Member understands and acknowledges that it does not thereby become the owner of, and Company and its suppliers retain title to, the DigitalMentors Business Center. All rights not specifically granted herein, including federal and international copyrights, are reserved by Company and its suppliers.

4.6. DISCLAIMER OF WARRANTIES AND OF TECHNICAL SUPPORT. THE DIGITALMENTORS BUSINESS CENTER IS PROVIDED TO MEMBER ON AN “AS IS” BASIS, WITHOUT ANY TECHNICAL SUPPORT OR WARRANTY OF ANY KIND FROM COMPANY, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO SOME MEMBERS. A MEMBER MAY ALSO HAVE OTHER LEGAL RIGHTS, WHICH VARY FROM STATE TO STATE. Member’s sole and exclusive remedy in the event that the DigitalMentors Business Center fails to function, or in the event of any other breach of these terms by Company, is to terminate its registration with the Business Center and cease all use.

4.7. LIMITATION OF DAMAGES. NEITHER COMPANY NOR ITS AFFILIATES OR SUPPLIERS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOSS (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, EVEN IF COMPANY OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY BE LIABLE FOR AMOUNTS IN EXCESS OF WHAT MEMBER HAS PAID FOR ACCESS AND USE OF THE DIGITALMENTORS BUSINESS CENTER. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION OR EXCLUSION MAY NOT APPLY TO SOME MEMBERS. COMPANY’S LIABILITY FOR ANY REASON, WHETHER BASED ON BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT MEMBER HAS PAID TO COMPANY FOR ACCESS AND USE OF THE DIGITALMENTORS BUSINESS CENTER. The warranty disclaimer, exclusive remedies, and limitation of liability set forth in this Section 4 are fundamental elements of the basis of the bargain between Company and Member. Member agrees that Company would not be able to provide the DigitalMentors Business Center on an economic basis without such limitations.

5. Intellectual Property Rights

The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof; but excluding User Contributions) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows: your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials; you may store files that are automatically cached by your Web browser for display enhancement purposes; and, if we provide social media features with certain content, you may take such actions as are enabled by such features.

You must not modify copies of any materials from this site, or delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Service, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark, and other laws.

5.1. TRADEMARKS. The Company name, the term “DigitalMentors Business Center”, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its Affiliates or licensors. For purposes of this Agreement, the term “Affiliate” means an entity, individual, or firm, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with Company. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.

6. Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms of Service. You agree not to use the Website:

6.1 In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).

6.2 For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.

6.3 To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out in these Terms of Service.

6.4 To transmit, or procure the sending of, any advertising or promotional material without our consent, including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation.

6.5 To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names, or by purchasing advertising or search engine keywords or domain names associated with any of the foregoing).

6.6 To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website or expose them to liability.

Additionally, you agree not to:

6.7 Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.

6.8 Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.

6.9 Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent.

6.10 Use any device, software, or routine that interferes with the proper working of the Website.

6.11 Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.

6.12 Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.

6.13 Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.

6.14 Otherwise attempt to interfere with the proper working of the Website.

7. User Contributions

The Website may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Website.

All User Contributions must comply with the Content Standards set out in these Terms of Service. Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, you grant us and our Affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.

You represent and warrant that:

7.1 You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our Affiliates and service providers, and each of their and our respective licensees, successors, and assigns.

7.2 All of your User Contributions do and will comply with these Terms of Service.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Website.

8. Monitoring and Enforcement; Termination

We have the right to:

8.1 Remove or refuse to post any User Contributions for any or no reason in our sole discretion.

8.2 Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Service, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public, or could create liability for the Company.

8.3 Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.

8.4 Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.

8.5 Terminate or suspend your access to all or part of the Website for any or no reason, including any violation of these Terms of Service.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

9. Content Standards

These content standards apply to any and all User Contributions and use of the Interactive Services. User Contributions and use of the Interactive Services must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions and use of the Interactive Services must not:

9.1 Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.

9.2 Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.

9.3 Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.

9.4 Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Service and our Privacy Policy.

9.5 Be likely to deceive any person.

9.6 Promote any illegal activity, or advocate, promote, or assist any unlawful act.

9.7 Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.

9.8 Impersonate any person, or misrepresent your identity or affiliation with any person or organization.

9.9 Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

10. Copyright Infringement

If you believe that any User Contributions violate your copyright, please send a notice of copyright infringement to us at [email protected]. It is the policy of the Company to terminate the user accounts of repeat infringers.

11. Reliance on Information Posted

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

This Website includes content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

12. Changes to the Website

We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

13. Information About You and Your Visits to the Website

All information we collect on this Website is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

14. Linking to the Website and Social Media Features

Users may link to the Website, provided they do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without express consent.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

15. Links from the Website

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

16. Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

17. Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

18. Indemnification

You agree to defend, indemnify, and hold harmless the Company, its Affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Service or your use of the Website, including, but not limited to, your User Contributions, any use of the Website’s content, services, and products other than as expressly authorized in these Terms of Service or your use of any information obtained from the Website.

19. Governing Law and Jurisdiction

All matters relating to the Website and these Terms of Service and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Service or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Texas in each case located in the Travis County, Texas although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Service in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

20. Waiver and Severability

No waiver by the Company of any term or condition set out in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision.

If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.

21. Entire Agreement

The Terms of Service constitute the sole and entire agreement between you and Upward Enterprises, LLC regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website.

22. Your Comments and Concerns

Feedback, comments, requests for technical support, and other communications relating to the Website should be directed to [email protected].