About Terms Of Service
UpAI Labs FZ LLC maintains the website https://www.up-ai.com/. We are providing you with access to this Site and our online store (together, our “Services”) subject to the following terms and conditions.
By browsing, accessing, using, registering for or purchasing merchandise on this Site or otherwise using our Services, you are agreeing to all of the following terms and conditions, including any policies referred to herein (collectively, these “Terms”). So, please read these Terms carefully. We reserve the right to change this Site and these Terms at any time. If you are unwilling to be bound by these Terms‚ you should not browse, access‚ use‚ register for or purchase merchandise from the Site.
You represent and warrant that you are at least 18 years old or visiting this Site under the supervision of a parent or guardian.
Terms Of Service
a. This document is an electronic record, that forms a binding electronic contract between the Parties to the same. This electronic record is generated by a computer system and does not require any physical or digital signatures. This document is published for access or usage of the management software ‘Up’ (hereafter referred to as the ‘Product’), the Website, https://www.up-ai.com/, the Web Application, ‘upyourgame.ai’ and corresponding Mobile Application up-ai.com (hereinafter collectively referred to as the ‘Platform’), which is owned and operated by UpAI Labs FZ LLC. (hereinafter referred to as the “Company”), having its office at MC-124, RAK Media City, Al Hamra Industrial Zone – FZ, Ras Al Khaimah, United Arab Emirates; where such expression shall, unless repugnant to the context thereof, be deemed to include its respective representatives, administrators, employees, directors, officers, agents and their successors and assigns.
- i. The term ‘You’ & ‘User’, shall mean any legal person or entity accessing or using the services provided on this Product, who is competent to enter into binding contracts, as per the provisions of applicable laws of the UAE jurisdiction.
- ii. The terms ‘we’, ‘us’, ‘our’ shall mean the Product, Platform and/or the Company, as the context so requires.
- iii. The term ‘Services’ shall mean the business of providing a management software that is a real-time performance and analytics platform.
- iv. The terms ‘Party’ and ‘Parties’ shall respectively be used to refer to the User and the Company individually and collectively, as the context so requires.
c. The headings of each section in these Terms are only for the purpose of organizing the various provisions under these Terms in an orderly manner, and shall not be used by either Party to interpret the provisions contained herein in any manner. Further, it is specifically agreed to by the Parties that the headings shall have no legal or contractual value.
e. The User unequivocally agrees that these Terms and the aforementioned Policy constitute a legally binding agreement between the User and the Company, and that the User shall be subject to the rules, guidelines, policies, terms, and conditions applicable to any service that is provided by the Product, and that the same shall be deemed to be incorporated into these Terms, and shall be treated as part and parcel of the same. The User acknowledges and agrees that no signature or express act is required to make these Terms and the Policy binding on the User, and that the User’s act of using any part of the Product constitutes the User’s full and final acceptance of these Terms and the aforementioned Policy.
f. The Company reserves the sole and exclusive right to amend or modify these Terms, and the User expressly agrees that any such amendments or modifications shall come into effect immediately. In so far as the User complies with these Terms, it is granted a personal, non-exclusive, non-transferable, revocable, limited privilege to access and use the Product and the Services.If the User does not adhere to the changes, You must stop using the Services at once. Your continuous use of the Services will signify your acceptance of the changed terms.
Registration is mandatory to use the Services and to avail of the Product for backup of data.
Subscription and use of this Product is available only to those of legal age, barring those “Incompetent to Contract” which inter alia include insolvents. If you are a minor and wish to use the Product as a User, You may not do so and the Company reserves the right to terminate your account on knowledge of you being a minor and having registered on the Product or availing any of its Services.
Further, at any time during Your use of this Product, including but not limited to the time of registration, You are solely responsible for protecting the confidentiality of Your User username and password if registered, and any activity under the account shall be deemed to have been done by You. In the case that you provide us with false and/or inaccurate details or we have reason to believe you have done so, we hold the right to permanently suspend your account. You agree that you will not disclose your password to any third party, and that you will take sole responsibility for any activities or actions under your account, whether or not you have authorized such activities or actions. You will immediately notify us of any unauthorized use of your account.
3. SERVICE OVERVIEW
The Product is a real-time management software that provides a performance and analytics platform, enabling companies to improve their business outcomes. The platform effectively tracks employee and company performance on a real-time basis and gives leaders a clear view of how their organisation operates at any given point in time. The Product provides Users with a personal dashboard to create, update and edit their objectives and goals.
a) The User represents and warrants that they are competent and eligible to enter into legally binding agreements and that they have the requisite authority to bind themselves to these Terms as per the laws of the UAE. The User may not use the Product if they are not competent to contract, or are disqualified from doing so by any other applicable law, rule or regulation currently in force.
b) Office Foreign Assets Control (OFAC) Sanctioned Countries: The Company will not trade with or provide any services to individuals and companies owned or controlled by, or acting for or on behalf of, OFAC targeted countries AND individuals, groups, and entities, such as terrorists and narcotics traffickers designated under the OFAC programs that are not countryspecific.
All text, graphics, user interfaces, visual interfaces, photographs, source code, trademarks, logos, brand names, descriptions, sounds, music and artwork (collectively, ‘Content’), is generated/provided by the Company and We have full control regarding the quality, the accuracy, integrity or genuineness of such Content. All the Content displayed on the Product is subject to copyright and shall not be reused by any party (or third party) without the prior written consent of the Company and the copyright owner.
The Users have a personal, non-exclusive, non-transferable, revocable, limited privilege to access the Content on the Product. Users shall not copy, adapt, and modify any content without written permission of the Company.
These Terms shall continue to form a valid and binding contract between the Parties, and shall continue to be in full force and effect until the User continues to access and use the Product.
A User may terminate their use of the Product at any time. It is also hereby declared that the Company may discontinue the Product as per its discretion.
Registration on this Product is mandatory, and Users shall purchase subscriptions for themselves to obtain their personalized dashboards. Subscriptions may be purchased on a monthly or yearly basis. All Subscriptions purchased will be subject to auto-renewal unless specific communication is received by the Customer stating their clear intention to cancel the Subscription for the following term (i.e., one month or one year as the term may be).
i. Debit Card - Visa or Mastercard
iii. Payment Gateway - TAP
Payments shall be made through the payment gateway TAP, or for custom plan Users, separate invoice links shall be generated by the Company and sent to said Users. C Once payment has been made by the Customer, confirmation of receipt of the payment will be communicated to the Customer by SMS, Email, Post, or other means of communication as available. Customers must maintain copies of all transaction records and Merchant policies and rules
We reserve the right to amend the charges for the services rendered. In case that happens, Users will be intimated of the same, and it will be up to you to decide whether or not you will continue with services offered by us.
Cancellations will only be accepted upto 24 hours after payment has been made. Following this time frame, the Subscription will have been deemed to have commenced, and no cancellations or refunds will be entertained.
Once the Subscription has commenced after purchase, Customer may only submit notice to cancel the auto-renewal of the Subscription for the following term. The Subscription for the existing term will remain in effect, and payment for the same will remain deducted, and will not be eligible for any refund. The Customer retains all freedom to use the Subscription until the completion of the term for which payment has been made. (For Example: If payment is made for a Subscription for a term of 1 months, and the Customer communicates their intention to cancel the subscription 4 days after payment is made, no refund will be provided. Auto-Renewal of the Subscription for the following month will stand cancelled. The Customer will continue to have full access to the Subscription for the month for which payment has been made).
10. USER OBLIGATIONS AND FORMAL UNDERTAKINGS AS TO CONDUCT
The User agrees and acknowledges that they are a restricted User of this Product, and that they:
a. Agree to provide genuine credentials during the process of registration on the Product. You shall not use a fictitious identity to register.We are not liable if the User has provided incorrect information.
b. Agree to ensure the name, company name, email address, address and mobile number provided during account registration are valid at all times and shall keep their information accurate and up-to-date. After registration, the User shall ensure that their departmental data, employee details and performance data, including objectives, goals and any other information sought for by the Company are accurate. The User can update their details anytime.
c. Agree that they are solely responsible for maintaining the confidentiality of your account password if registered. You agree to notify us immediately of any unauthorized use of your account. We reserve the right to close your account at any time for any or no reason.
d. Authorize the Product to use, store or otherwise process certain personal information and all published Content and User comments and reviews and ratings for marketing and promotional purposes, and for optimisation of User-related options and services.
f. Are bound not to cut, copy, modify, recreate, reverse engineer, distribute, disseminate, post, publish or create derivative works from, transfer, or sell any information or obtained from the Product. Any such use/limited use of the Product will only be allowed with the prior express written permission of the Company.
g. Agree not to access (or attempt to access) the Product and/or the materials or services by any means other than through the interface provided by the Product. The use of deep-link, robot, spider or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Product or its content, or in any way reproduce or circumvent the navigational structure or presentation of the Product, materials or any content, or to obtain or attempt to obtain any materials, documents or information through any means not specifically made available through the Product will lead to suspension or termination of the User/ access to the Product. The Company disclaims any and all liabilities arising in relation to any supposedly offensive content on the Product in the opinion of any User.
h. Are forbidden from uploading any terrorist or terrorism-related documents or communications which are dangerous or pertaining to national security. Any such use will lead to immediate suspension or termination of the User’s access to the Product and complaint to the relevant authorities.
The User further undertakes not to:
a. Abuse, harass, threaten, defame, disillusion, erode, abrogate, demean or otherwise violate the legal rights of any other person or entity;
b. Engage in any activity that interferes with or disrupts access to the Product or the Services provided therein (or the servers and networks which are connected to the Product);
c. Impersonate any person or entity, or falsely state or otherwise misrepresent his/her affiliation with a person or entity;
d. Publish, post, disseminate, any information which is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever under any law, rule or regulation currently in force; or unlawfully threatening or unlawfully harassing any person;
e. Post or share any image/file/data with the Company that infringes the copyright, patent or trademark of another person or legal entity;
f. Upload or distribute files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Product;
g. Probe, scan or test the vulnerability of the Product or any network connected to the Product, nor breach the security or authentication measures on the Product or any network connected to the Product. The User may not reverse look-up, trace or seek to trace any information relating to any other User of, or visitor to, the Product, or any other viewer of the Product, including any User account maintained on the Product not operated/managed by the User, or exploit the Product or information made available or offered by or through the Product, in any manner;
h. Disrupt or interfere with the security of, or otherwise cause harm to, the Product, systems resources, accounts, passwords, servers or networks connected to or accessible through the Product or any affiliated or linked platforms;
i. Use the Product or any material or content therein for any purpose that is unlawful or prohibited by these Terms, or to solicit the performance of any illegal activity or other activity which infringes the rights of this Product or any other third party (ies);
j. Violate any code of conduct or guideline which may be applicable for or to any particular service offered on the Product;
k. Violate any applicable laws, rules or regulations currently in force within or outside the UAE;
l. Violate any portion of these Terms or the Policy, including but not limited to any applicable additional terms of the Product contained herein or elsewhere, whether made by amendment, modification, or otherwise;
m. Threaten the unity, integrity, defense, security or sovereignty of UAE, friendly relations with foreign states, or public Order, or cause incitement to the commission of any cognizable offence, or prevent the investigation of any offence, or insult any other nation.
n. Publish, post, or disseminate information that is false, inaccurate or misleading;
o. Directly or indirectly offer, attempt to offer, trade, or attempt to trade, any item the dealing of which is prohibited or restricted in any manner under the provisions of any applicable law, rule, regulation or guideline for the time being in force.
p. Commit any act that causes the Company to lose (in whole or in part) the services of its Internet Establishment ("ISP") or in any manner disrupts the services of any other supplier/service provider of the Company/Product;
The User agrees not to post any material on the website that is defamatory, offensive, obscene, indecent, abusive, or needlessly distressful, or advertising any goods or services. More specifically, the User agrees not to host, display, upload, update, publish, modify, transmit, or in any manner share any information that:
i. belongs to another person and to which the User has no right to;
ii. is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever;
iii. is in anyway harmful to minors;
iv. infringes any patent, trademark, copyright or other proprietary rights;
v. violates any law for the time being in force;
vi. deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;
vii. Abuse, harass, threaten, defame, disillusion, erode, abrogate, demean or otherwise violate the legal rights of others;
viii. Impersonate any person or entity, or falsely state or otherwise misrepresent Your affiliation with a person or entity;
ix. Publish, post, disseminate, any information which is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever; or unlawfully threatening or unlawfully harassing including but not limited to "indecent representation of women" within the meaning of the Indecent Representation of Women (Prohibition) Act, 1986;
x. threatens the unity, integrity, defence, security or sovereignty of any nation, friendly relations with foreign states, or public order or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting any nation.
The User hereby expressly authorizes the Company/Product to disclose any and all information relating to the User in the possession of the Company/Product to law enforcement or other government officials, as the Company may in its sole discretion, believe necessary or appropriate in connection with the investigation and/or resolution of possible crimes, especially those involve personal injury and theft/infringement of intellectual property. The User further understands that the Company/Product might be directed to disclose any information (including the identity of persons providing information or materials on the Product) as necessary to satisfy any judicial Order, law, regulation or valid governmental request
11. SUSPENSION OF USER ACCESS AND ACTIVITY
Notwithstanding other legal remedies that may be available to it, the Company may in its sole discretion limit the User/ access and/or activity by immediately removing the User/ access credentials either temporarily or indefinitely, or suspend/terminate the User/ association with the Product, and/or refuse to usage of the Product to the User, without being required to provide the User with notice or cause:
a. If the User is in breach any of these Terms or the Policy;
b. If the User/ actions may cause any harm, damage or loss to the Company, at the sole discretion of the Company.
a. Your use of the Product,
b. Your violation of these Terms and Conditions;
c. Your violation of any rights of another;
d. Your alleged improper conduct pursuant to these Services;
e. Your conduct in connection with the Product;
f. Your disputes with third-parties or other Users.
You agree to fully cooperate in indemnifying us at your expense. You also agree not to reach a settlement with any party without our consent.
In no event shall the Company/Product be liable to compensate the User or any third party for any special, incidental, indirect, consequential or punitive damages whatsoever, including those resulting from loss of use, data or profits, whether or not foreseeable, and whether or not the Company/ Product had been advised of the possibility of such damages, or based on any theory of liability, including breach of contract or warranty, negligence or other tortuous action, or any other claim arising out of or in connection with the User/ use of or access to the Product and/or the services or materials contained therein.
a. The Founders/ Promoters/ Associated people of the Product are not responsible for any consequences arising out of the following events:
1. If the Product is inoperative/non-responsive due to any connectivity errors associated with the internet connection such as but not limited to slow connectivity, no connectivity, server failure;
ii. if the User has fed incorrect information or data or for any deletion of data;
iii. if there is undue delay or inability to communicate through email;
iv. if there is any deficiency or defect in the products/services managed by any associated third-parties;
v. If there is a failure in the functioning of any other service provided by the Product.
b. The Product accepts no liability for any errors or omissions, whether on behalf of itself or third parties, or for any damage caused to the User, the User/ belongings, or to any third party, resulting from the use or misuse of the Product or any service availed of by the User through the Product. The Company will not be liable to you for the unavailability or failure of the Product.
c. Users are to comply with all laws applicable to them or to their activities, and with all Policies, which are hereby incorporated into this Agreement by reference.
d. The Company expressly excludes any liability for any loss or damage that was not reasonably foreseeable by the Product and which is incurred by you in connection with the Product, including loss of profits; and any loss or damage incurred by you as a result of your breach of these terms.
e. To the fullest extent permitted by law, the Company shall not be liable to you or any other party for any loss or damage, regardless of the form of action or basis of any claim. You acknowledge and agree that your sole and exclusive remedy for any dispute with us is to terminate your use of the Product.
f. The User agrees and undertakes that they are accessing the Product and entering information at their sole risk and are that they are using their best and prudent judgment before availing any service listed on the Product, or accessing/using any information displayed thereon.
g. The User agrees that any kind of information, resources, activities, recommendations obtained/availed from Product, written or oral, will not create any warranty and the Product disclaims all liabilities resulting from these.
h. The Company/Product does not guarantee that the functions, products and services contained in the Product will be uninterrupted or error-free, or that the Product or its server will be free of viruses or other harmful components, and the User hereby expressly accepts any and all associated risks involved with the User/ use of the Product.
i. It is further agreed to by the Parties that the contents of this Section shall survive even after the termination or expiry of the Terms and/or Policy.
14. INTELLECTUAL PROPERTY RIGHTS
Unless expressly agreed to in writing, nothing contained herein shall give the User a right to use any of the Product’s trade names, trademarks, service marks, logos, domain names, information, questions, answers, solutions, reports and other distinctive brand features, save according to the provisions of these Terms. All logos, trademarks, brand names, service marks, domain names, including material, designs, and graphics created by and developed by the Product and other distinctive brand features of the Product are the property of the Company or the respective copyright or trade mark owner. Furthermore, with respect to the Product created by the Company, the Company shall be the exclusive owner of all the designs, graphics and the like, related to the Product.
The User may not use any of the intellectual property displayed on the Product in any manner that is likely to cause confusion among existing or prospective Users of the Product, or that in any manner disparages or discredits the Company/Product, to be determined in the sole discretion of the Company.
The User is aware all intellectual property, including but not limited to copyrights, relating to said services resides with the owners, and that at no point does any such intellectual property stand transferred from the aforementioned creators to the Company, or to any other User. The Company/the Product does not own any of the intellectual property relating to the independent content displayed on the Product, apart from originally created graphics and specified content.
The User is further aware that any reproduction or infringement of the intellectual property of the aforementioned owners by the User will result in legal action being initiated against the User by the respective owners of the intellectual property so reproduced/infringed upon. It is agreed to by the Parties that the contents of this Section shall survive even after the termination or expiry of the Terms and/or Policy.
15. FORCE MAJEURE
Neither the Company nor the Product shall be liable for damages for any delay or failure to perform its obligations hereunder if such delay or failure is due to cause beyond its control or without its fault or negligence, due to Force Majeure events including but not limited to acts of war, acts of God, earthquake, riot, fire, festive activities sabotage, labor shortage or dispute, internet interruption, technical failure, breakage of sea cable, hacking, piracy, cheating, illegal or unauthorized.
16. DISPUTE RESOLUTION AND JURISDICTION
It is expressly agreed to by the Parties hereto that the formation, interpretation and performance of these Terms and any disputes arising there from will be resolved through a two-step Alternate Dispute Resolution ("ADR") mechanism. It is further agreed to by the Parties that the contents of this Section shall survive even after the termination or expiry of the Terms and/or Policy.
a. Mediation: In case of any dispute between the parties, the Parties will attempt to resolve the same amicably amongst themselves, to the mutual satisfaction of all Parties. In the event that the Parties are unable to reach such an amicable solution within thirty (30) days of one Party communicating the existence of a dispute to any other Party, the dispute will be resolved by arbitration, as detailed herein below;
b. Arbitration: In the event that the Parties are unable to amicably resolve a dispute by mediation, said dispute will be referred to arbitration by a sole arbitrator to be appointed by the Company, and the award passed by such sole arbitrator will be valid and binding on all Parties. The Parties shall bear their own costs for the proceedings, although the sole arbitrator may, in his/her sole discretion, direct either Party to bear the entire cost of the proceedings. The arbitration shall be conducted in English, and the seat of Arbitration shall be the city of Ras Al Khaimah, UAE.
c. The Parties agree that courts in the city of Ras Al Khaimah shall have the jurisdiction to try disputes under this Agreement.
d. The Parties expressly agree that the Terms, Policy and any other agreements entered into between the Parties are governed by the laws, rules and regulations of the UAE.
Any and all communication relating to any dispute or grievance experienced by the User may be communicated to the Company by the User by emailing customer support at email@example.com.
18. MISCELLANEOUS PROVISIONS
a. Entire Agreement: These Terms, read with the Policy, form the complete and final contract between the User and the Company with respect to the subject matter hereof and supersedes all other communications, representations and agreements (whether oral, written or otherwise) relating thereto.
b. Waiver: The failure of either Party at any time to require performance of any provision of these Terms shall in no manner affect such Party's right at a later time to enforce the same. No waiver by either Party of any breach of these Terms, whether by conduct or otherwise, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such breach, or a waiver of any other breach of these Terms.
c. Severability: If any provision/clause of these Terms is held to be invalid, illegal or unenforceable by any court or authority of competent jurisdiction, the validity, legality and enforceability of the remaining provisions/clauses of these Terms shall in no way be affected or impaired thereby, and each such provision/clause of these Terms shall be valid and enforceable to the fullest extent permitted by law. In such case, these Terms shall be reformed to the minimum extent necessary to correct any invalidity, illegality or unenforceability, while preserving to the maximum extent the original rights, intentions and commercial expectations of the Parties hereto, as expressed herein.
d. Contact Us: If you have any questions about this Agreement, the practices of the Product, or your experience with the Service, you can contact us at firstname.lastname@example.org.