Uptitek terms of Service for EMB Retail Management System

Agreement

This SaaS Agreement (this “Agreement”) is between Uptitek Limited (“Uptitek” “we,” “us”, or “our” and You (“You”). Uptitek is the registered company name and owner of EMB Retail Management System. This Agreement contains terms and conditions that govern your use of our website www.emb-erp.com/rms, EMB Retail Management System services, and software that we include as part of the services (collectively, “Services”). By using the Services, you agree to the terms of this Agreement.

1. Use of the Services

1.1 Subject to your compliance with the terms of this Agreement, the order you place under this Agreement, and applicable law, you may access and use the Uptitek services (the “Services”) listed in Your order. Except we state otherwise in this Agreement or in Your order, You have non-exclusive, worldwide, limited right to use the Services specified in Your order and within the period specified in Your order solely for your internal business operations. The period specified in Your order will run accordingly, unless this Agreement is terminated earlier in accordance with this Agreement or Your order. You are entitled to permit your users to use the Services but it shall be in accordance with this Agreement and Your Order. If you permit your users to use the Services, You are responsible for ensuring your users comply with this Agreement and Your order.

1.2 The Services under this agreement is described in the Service Specifications. The Service Specifications govern the Services. To ensure that the Services are up to date with changes in industry practices, laws, regulations, rules, technology, and other changes and also ensure that Third Party Contents are available, we may update the Services and Service, Specifications. When Services are updated, Services will still be materially available, functional, and secure.

1.3 When the Services provide storage, we recommend that you continue to back-up your content regularly. We may create reasonable technical limits on your content, such as limits on file size, processing capacity, storage space, and other technical limits. We may suspend the Services until you are within the storage space limit associated with your account.

1.4 We make this Services available to You for the purpose of ensuring You have the technology and tools You agree to conduct Your business in compliance with applicable law and regulations. This is why we have our Acceptable Use Policyand You agree to use the Services accordingly. You agree that You and Your users may not (a) cause damage or injury to any person or property; infringe any person’s property rights; publish any defamatory, false, harassing or obscene material; promote bigotry, harm, hatred, or racism; send unsolicited bulk e-mail, junk mail, chain letters, or spam; use the Services to harass any person; violate privacy rights; or otherwise violate laws, regulations, and other rules; (b) disclose or perform any availability testing of the Services or benchmarking; (c) perform or disclose any performance or vulnerability testing of the Services without Uptitek’s prior written approval, or perform or disclose network discovery, password cracking, port and service identification, remote-access testing of the Services; or vulnerability scanning; (d) use the Services to perform cryptocurrency mining. You also agree that you may not also cause or permit others to do any of the acts set out in the paragraphs under this section.

1.5 Do not violate our Acceptable Use Policy. If You do, we have the right to take remedial action against you. This remedial action may include disabling access to or removing the material that violates our Acceptable Use Policy. And this remedial action will be in addition to other rights that we have in this Agreement and Your order.

1.6 We may modify, update, or discontinue the Services (including any of their features or portions) at any time without liability to you or any other person. But we will make reasonable effort to notify you before we effect changes to the Services. If we discontinue a Service in its entirety, then we will provide you with a pro rata refund for any unused fees for that Service that you may have prepaid.

1.7 The Services may be subject to additional terms (“Additional Terms”). Any content that we provide to you are licensed to you, not sold, and therefore may be subject to Additional Terms. New Additional Terms may be added from time to time.

2. Fees and Payments

2.1 Fees under this agreement are as indicated in Your Order. All fees payable are due within 30 days from the invoice date. Except as provided in this Agreement or Your order, once You place Your Order, it is non-cancelable and the fees paid are non-refundable.

2.2 You must pay any applicable taxes including sales, value-added, or any other taxes the applicable law requires that we pay for rendering Services to You under this agreement. You must also pay any applicable third-party fees (including, for example credit card fees, mobile carrier fees, foreign transaction fees, foreign exchange fees, ISP charges, data plan charges, and telephone toll charges). You are responsible for these fees. We may take steps to collect the fees you owe us. You are responsible for all related collection costs and expenses.

2.3 Regarding your credit card information, endeavour to update your payment method and details so you notify us of updates to your payment method. By updating, you will avoid any interruptions of the Services and you authorize us to continue billing your account with the updated information that you provide.

2.4 When you place order for Services, it is offered to you in quantity. If You exceed the quantity of Services ordered, You must promptly order the excess quantity to enable You meet your service needs. You understand that You will pay fees for the excess quantity You order.

2.5 In the event of purchase of multiple quantity, we may send multiple invoices to You for the Services ordered. You will receive invoice(s) in accordance with Your Order(s) and invoices shall comply with Uptitek’s Invoice Policy published here: Invoice Policy

3. Ownership Rights and Restrictions

3.1 We exclusively retain all ownership in and intellectual property rights to the Services, derivative works thereof, and anything developed or delivered by or on behalf of us under this Agreement. You or Your licensors retain all ownership and intellectual property rights in and to Your Content. No assignment of Intellectual Property Rights. Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from Us to You or Your users or from You to Us.

3.2 Through use of the Services, You may have access to Third Party Content. But all ownership and intellectual property rights in and to Third Party Content and the use of such content is governed by separate third party terms between You and the third party, Unless otherwise stated in Your Order.

3.3 You grant us the right to host, use, process, display, and transmit Your Content to provide the Services in accordance with this Agreement and Your order. You have sole responsibility for the accuracy, appropriateness, legality, integrity, reliability, and quality of Your Content, and for obtaining all rights related to Your Content as Uptitek requires to provide the Services.

3.4 Except as permitted by this Agreement or Your order, You may not, and may not cause or permit others to do to the Services or any part of the Services any of the following prohibited acts: (a) copy any part of the Services (including data structures or similar materials produced by programs); decompile, disassemble, download, modify, make derivative works of,reverse engineer, reproduce, or republish the Services or any part of the Services; (b) access or use the Services or any part of the Services to directly or indirectly build or support products or services competitive to Uptitek; or (c) assign, commercially exploit, distribute, license, outsource, sell, transfer, or make available the Services or any part of the Services to any third party.

4. Confidentiality and Non-Disclosure

4.1 For the purpose of the Services under this Agreement, parties may disclose Confidential Information to each other. Confidential Information include all information clearly identified as confidential at the time of disclosure. Confidential Information is limited to the terms under this Agreement and these include information on pricing, Your order, parties’ trade secrets, and Your Content stored in the Services.

4.2 Parties shall not disclose Confidential Information to any person without the other party’s prior written consent. Each party shall use the same degree of care to protect the Confidential Information of the other party

4.3 A party’s Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party’s lawful possession before the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or (d) is independently developed by the other party.

4.4 Each party agrees not to disclose the other party’s Confidential Information to any third party. For as long as such information resides in the Services, we will protect the confidentiality of Your Content residing in the Services. This protection will be in accordance with the Uptitek security practices which has been defined as part of the Service Specifications that apply to Your order under this Agreement.

4.5 Each party may disclose Confidential Information only to agents, employees, or sub-contractors who are to protect the Confidential Information against unauthorized disclosure in the same manner as this Agreement requires.

4.6 The restrictions on Confidential Information above do not apply in the event that Confidential Information is required to be disclosed by any law or regulation, legal proceeding, or by any judicial or governmental order or request. Therefore, each party may disclose the other party’s Confidential Information in any legal proceeding or to a governmental entity as required by law.

4.7 This Confidentiality and Non-Disclosure Clause shall continue to be in force for a period of 5 years following the termination of this Agreement, at the end of which period they will cease to have effect.

5. Protection of Your Content

5.1 We know Your Content means a lot to Your business. To protect the Content You provide to us for the purpose of the Services, Uptitek will comply with the Privacy Policy available at Privacy Policy and Cookie Management available at Cookie Management

5.2 In the event that You disclose or transmit Your Content to a third party, we are no longer responsible for the confidentiality, integrity, or security of such content outside of Uptitek’s control.

5.3 Without prejudice to sections 5.1, You are responsible for (a) any required authorizations, consents, or notices related to Your provision of Your Content (including any Personal Data); (b) any required authorizations, consents, or notices related to our processing of Your Content (including any Personal Data) as part of the Services; and (c) any security vulnerabilities, and the consequences of such vulnerabilities, arising from Your Content, including any viruses, Trojan horses, worms, or other harmful programming routines contained in Your Content, and (d) any use by You or Your Users of the Services in a manner that is inconsistent with the terms of this Agreement.

5.4 Unless otherwise specified in Your order, Your Content may not include any sensitive data that imposes specific data security or data protection obligations on Uptitek in addition to or different from those specified in the Service Specifications. If available for the Services, You may purchase additional services from us designed to address specific data security or data protection requirements applicable to such sensitive or special data You seek to include in Your Content.

6. Warranties, Disclaimers, and Exclusive Remedies

6.1 Each party represents that it has validly entered into this Agreement and that it has the power and authority to do so. We warrant that during the Services Period we will perform the Services using commercially reasonable care and skill in all material respects as described in the Service Specifications. If the Services provided to You were not performed as warranted, You must promptly provide us with a written notice that describes the deficiency in the Services.

6.2 We do not warrant that the services will be performed error-free or uninterrupted, that we will correct all services errors, or that the services will meet your requirements or expectations. We are not responsible for any issues related to the performance, operation, or security of the services that arise from your content or third-party content or services provided by third parties.

6.3 For any breach of the services warranty, your exclusive remedy and our entire liability shall be the correction of the deficient services that caused the breach of warranty, or, if we cannot substantially correct the deficiency in a commercially reasonable manner, you may end the deficient services and we will refund to you the fees for the terminated services that you pre-paid to us for the period following the effective date of termination.

6.4 To the extent not prohibited by law, these warranties are exclusive and there are no other express or implied warranties or conditions including for software, hardware, systems, networks or environments, or for merchantability, satisfactory quality, and fitness for a particular purpose.

7. Limitation of liability

7.1 In no event will either party or its affiliates be liable for any consequential, incidental, indirect, special, punitive, or exemplary damages, or any loss of data, data use, revenue, profits (excluding fees under this agreement), sales, goodwill, or reputation.

7.2 In no event shall the aggregate liability of Uptitek and our affiliates arising out of or related to this agreement or your order, whether in contract, tort, or otherwise, exceed the total amounts actually paid under your order for the services giving rise to the liability during the twelve (12) months immediately preceding the event giving rise to such liability.

8. Indemnification

8.1 If a third party makes a claim against either You or Uptitek (“Recipient” which may refer to You or us depending upon which party received the Material), that any data, design, hardware, information, instruction, specification, software, service, or material (collectively, “Material”) furnished by either You or us (“Provider” which may refer to You or us depending on which party provided the Material) and used by the Recipient infringes the third party’s intellectual property rights, the Provider, at the Provider’s sole cost and expense, will defend the Recipient against the claim and indemnify the Recipient from the damages, liabilities, costs and expenses awarded by the court to the third party claiming infringement or the settlement agreed to by the Provider, if the Recipient does the following: (a) notifies the Provider promptly in writing, not later than 30 days after the Recipient receives notice of the claim (or sooner if required by applicable law); (b) gives the Provider sole control of the defense and any settlement negotiations; and (c) gives the Provider the information, authority, and assistance the Provider needs to defend against or settle the claim.

8.2 If the Provider believes or it is determined that any of the Material may have violated a third party’s intellectual property rights, the Provider may choose to either modify the Material to be non-infringing (while substantially preserving its utility or functionality) or obtain a license to allow for continued use, or if these alternatives are not commercially reasonable, the Provider may end the license for, and require return of, the applicable Material and refund any unused, prepaid fees the Recipient may have paid to the other party for such Material. If such return materially affects our ability to meet obligations under the relevant order, then we may, upon 30 days prior written notice, terminate the order. If such Material is third-party technology and the terms of the third-party license do not allow us to terminate the license, then we may, upon 30 days prior written notice, end the Services associated with such Material and refund any unused, prepaid fees for such Services.

8.3 The Provider will not indemnify the Recipient if the Recipient (a) alters the Material or uses it outside the scope of use identified in the Provider’s user or program documentation or Service Specifications, or (b) uses a version of the Material which has been superseded, if the infringement claim could have been avoided by using an unaltered current version of the Material which was made available to the Recipient. The Provider will not indemnify the Recipient to the extent that an infringement claim is based upon any Material not furnished by the Provider. We will not indemnify You if an infringement claim is based on Third Party Content or any Material from a third party portal or other external source that is accessible or made available to You within or by the Services (e.g., a third party Web page accessed via a hyperlink, marketing data from third party data providers, etc).

8.4 Section 8 provides the parties’ exclusive remedy for any infringement claims or damages.

9. Term and Termination

9.1 This Agreement is valid for the order which this Agreement accompanies. The Services shall be provided for the Services Period defined in Your order. The Services Period of certain Services will automatically be extended for an additional Services Period of the same duration unless (i) You provide Uptitek with written notice no later than thirty (30) days prior to the end of the applicable Services Period of Your intention not to renew such Services, or (ii) Uptitek provides You with written notice no later than ninety (60) days prior to the end of the applicable Services Period of its intention not to renew such Services.

9.2 If either of us breaches a material term of this Agreement or any order and fails to correct the breach within 30 days of written specification of the breach, then the breaching party is in default and the non-breaching party may terminate (a) in the case of breach of any order, the order under which the breach occurred; or (b) in the case of breach of the Agreement, the Agreement and any orders that have been placed under the Agreement. Except for nonpayment of fees, the non-breaching party may agree in its sole discretion to extend the 30-day period for so long as the breaching party continues reasonable efforts to cure the breach. You agree that if You are in default under this Agreement, You may not use the Services You have ordered.

9.3 At the end of the Services Period, we will make Your Content (as it existed at the end of the Services Period) available for retrieval by You. Via the email address you provide to us, we will email you instructions on how to retrieve your content. At the end of such retrieval period, and except as may be required by law, we will delete or otherwise render unrecoverable any of Your Content that remains in the Services. Our data deletion practices are described in more detail in the Service Specifications.

9.4 Notwithstanding the foregoing, You may stop using the Services at any time. But termination of your account does not relieve you of any obligation to pay any outstanding fees.

9.5 Unless stated in Additional Terms, we may, at any time, terminate your right to use and access the Services or Software if (a) you breach any provision of this Agreement (or act in a manner that clearly shows you do not intend to, or are unable to, comply with this Agreement); (b) you fail to make the timely payment of fees for the Services, if any; (c) we are required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); (d) we elect to discontinue the Services, in whole or in part, such as if it becomes impractical for us to continue offering Services in your region due to change of law; or (e) there has been an extended period of inactivity in your free account.

9.6 We may suspend Your access to or use or Your Users’ access to, or use of, the Services if we believe that (a) there is a significant threat to the availability, functionality, integrity, or security of the Services or any content, data, or applications in the Services; (b) You or Your Users are accessing or using the Services to commit an illegal act; or (c) there is a violation of the Acceptable Use Policy. When reasonably practicable and lawfully permitted, we will provide You with advance notice of any such suspension. After the issue causing the suspension has been resolved, we will use reasonable efforts to re-establish the Services promptly. During any suspension period, we will make Your Content (as it existed on the suspension date) available to You. Any suspension under this section shall not excuse You from Your obligation to make payments under this Agreement.

9.7 Provisions that survive termination or expiration of this Agreement are those relating to limitation of liability, indemnification, payment, confidentiality and nondisclosure, intellectual property, and others which by their nature are intended to survive.

10. Third-Party Content, Services, and Websites

10.1 The Services may enable You to link to, transfer Your Content, or Third-party Content to, or otherwise access, third parties’ content, information, platforms, services, and websites (“Third Party Services”). Uptitek does not control and is not responsible for Third Party Services. You are solely responsible for complying with the terms of access and use of Third Party Services, and if Uptitek accesses or uses any Third Party Services on Your behalf to facilitate performance of the Services, You are solely responsible for ensuring that such access and use, including through credentials, passwords, or tokens issued or otherwise made available to You, is authorized by the terms of access and use for such services. If You transfer or cause the transfer of Your Content or Third Party Content from the Services to a Third Party Service or other location, that transfer constitutes a distribution by You and not by Uptitek.

10.2 Any Third Party Content we make accessible is provided on an “as-is” and “as available” basis without any warranty of any kind. You acknowledge and agree that we are not responsible for, and have no obligation to control, correct, or monitor Third Party Content. We disclaim all liabilities arising from or related to Third Party Content.

10.3 You acknowledge that: (a) the availability, nature, type, and quality of Third Party Content may change at any time during the Services Period, and (b) features of the Services that interoperate with Third Party Services such as Facebook, YouTube, and Twitter, etc., depend on the continuing availability of such third parties’ respective application programming interfaces (APIs). We may need to change, modify, update the Services under this Agreement as a result of a change in, or unavailability of, such Third Party Content, Third Party Services, or APIs. If any third party ceases to make its Third Party Content or APIs available on reasonable terms for the Services, as determined by us in our sole discretion, we may cease providing access to the affected Third Party Content or Third Party Services without any liability to You. Any changes to Third Party Content, Third Party Services, or APIs, including their unavailability, during the Services Period does not affect Your obligations under this Agreement or the applicable order, and You will not be entitled to any credit, refund, or other compensation due to any such changes.

11. Service Monitoring, Analysis, and Uptitek Software

11.1 We continuously monitor the Services to facilitate Uptitek’s operation of the Services; to detect and address threats to the functionality, security, integrity, and availability of the Services as well as any content, data, or applications in the Services; to help resolve Your service requests; and to detect and address illegal acts or violations of the Acceptable Use Policy. Uptitek monitoring tools do not collect or store any of Your Content residing in the Services, except as needed for such purposes. Uptitek does not monitor, and does not address issues with, non-Uptitek software provided by You or any of Your Users that is stored in, or run on or through, the Services. Information collected by Uptitek monitoring tools (excluding Your Content) may also be used to assist in managing Uptitek’s product and service portfolio, to help Uptitek address deficiencies in its product and service offerings to You and other users, and for the purpose of managing licenses.

11.2 We may (a) compile statistical and other information related to the performance, operation and use of the Services, and (b) use data from the Services in aggregated form for security and operations management, to create statistical analyses, and for research and development purposes (clauses i and ii are collectively referred to as “Service Analyses”). We may make Service Analyses publicly available; however, Service Analyses will not incorporate Confidential Information, Personal Data, Your Content in a form that could serve to identify You or any individual. We retain all intellectual property rights in Service Analyses.

11.3 We may provide You with the ability to obtain certain Uptitek Software (as defined below) for use with the Services. If we provide Uptitek Software to You and do not specify separate terms for such software, then such Uptitek Software is provided as part of the Services and You have the non-exclusive, worldwide, limited right to use such Uptitek Software, subject to the terms of this Agreement and Your order (except for separately licensed elements of the Uptitek Software, which separately licensed elements are governed by the applicable separate terms), solely to facilitate Your use of the Services. You may allow Your Users to use the Uptitek Software for this purpose, and You are responsible for their compliance with the license terms. Your right to use any Uptitek Software will terminate upon the earlier of our notice (by web posting or otherwise) or the end of the Services associated with the Uptitek Software. Notwithstanding the foregoing, if Uptitek Software is licensed to You under separate terms, then Your use of such software is governed by the separate terms. In such case, Your right to use any part of the Uptitek Software that is licensed under the separate terms is not restricted in any way by this Agreement.

12.1 Export laws and regulations of the United Kingdom and any other relevant local export laws and regulations apply to the Services. Such export laws govern use of the Services (including technical data) and any Services deliverables provided under this Agreement, and You and we each agree to comply with all such export laws and regulations. You agree that no data, information, software programs and/or materials resulting from the Services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.

12.2 You acknowledge that the Services are designed with capabilities for You and Your Users to access the Services without regard to geographic location and to transfer or otherwise move Your Content between the Services and other locations such as User workstations. You are solely responsible for the authorization and management of User accounts across geographic locations, as well as export control and geographic transfer of Your Content.

13. Force Majeure

13.1 Neither You nor we shall be responsible for failure or delay of performance if caused by: act of God; an act of war, hostility, or sabotage; government restrictions (including the denial or cancellation of any export, import or other license); electrical, internet, or telecommunication outage that is not caused by the obligated party; pandemic; or other event or events outside the reasonable control of the obligated party. Both You and we will use reasonable efforts to mitigate the effect of a force majeure event. This Section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or Your obligation to pay for the Services.

13.2 Except where such failure or delay is caused by the act or omission of the other party (in which event the rights, remedies, and liabilities of the parties shall be those conferred and imposed by the other terms of this agreement and by law): (a) any costs arising from such delay shall be borne by the party incurring the costs; and (b) either party may, if such failure or delay continues for more than 30 days, terminate this agreement forthwith giving notice in writing to the other by reason of such termination.

14. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with English law. In the cause of any dispute arising out of or relating to this Agreement, each party agrees to submit to the exclusive jurisdiction of, and venue in, the courts of England.

15. Notice

15.1 Any notice required under this Agreement shall be provided to the other party in writing. We may give notices applicable to our Services customers by means of a general notice on the Uptitek portal for the Services, and notices specific to You by electronic mail to Your e-mail address on record in our account information or by written communication sent by first-class mail or pre-paid post to Your address on record in our account information. If You have a legal dispute with us or if You wish to provide a notice under the Indemnification Section of this Agreement, or if You become subject to insolvency or other similar legal proceedings, You will promptly send written notice to: Uptitek Limited, Maclaurin Building, 4 Bishops Square, Hatfield, AL10 9NE, Attention: Legal.

15.2 A notice is deemed to have been served (a) if it was served in person, at the time of service; (b) if it was served by post, 48 hours after it was posted; and (c) if it was served by email at 09.00 on the first working day after the time of transmission unless the party sending and receiving the notice agrees on an earlier time of service.

16. Assignment

This agreement is personal to the parties. You may not assign this Agreement or give or transfer the Services, or any interest in the Services, to another individual or entity. Therefore, neither this agreement nor any rights, licences, or obligations under it, may be assigned by either party without the prior written approval of the other party. Notwithstanding the foregoing, either party may assign this agreement to any acquirer of all or of substantially all of such party’s assets, equity securities, or business relating to the subject matter of this agreement or to any entity controlled by, that controls, or is under common control with a party to this agreement. Any attempted assignment in violation of this clause will be void and without effect.

17. Audit

Upon forty-five (45) days written notice and no more than once every twelve (12) months, Uptitek may audit Your compliance with the terms of this Agreement and Your order. You agree to cooperate with Uptitek’s audit and to provide reasonable assistance and access to information. We shall ensure that any such audit shall not unreasonably interfere with Your normal business operations.

18. Independent Contractor

We are an independent contractor, and each party agrees that no agency, joint venture, or partnership relationship exists between the parties. Any business partners or other third parties including any third parties with which the Services have integrations or third parties that are retained by You to provide consulting services, implementation services, or applications that interact with the Services, are independent of Uptitek and are not Uptitek’s agents. We are not bound by, liable for, or responsible for any problems with the Services or Your Content arising due to any acts of any business partner or third party, unless the business partner or third party is providing Services as our subcontractor on an engagement ordered under this Agreement and, if so, then only to the same extent as we would be responsible for our resources under this Agreement.

18. Dispute Resolution

18.1 Amicable Settlement

For any concern or dispute you may have, you agree to first try to resolve the dispute informally by contacting us. If a dispute is not resolved within 30 days of receiving your submission, you or Uptitek must resolve any claims relating to the Services through final and binding arbitration.

18.2 Arbitration

The London Court of International Arbitration (LCIA) will administer the arbitration in London under the LCIA Arbitration Rules or any amendment or re-enactment thereof. You and Uptitek will both select one arbitrator. The arbitration will be conducted in the English language, but any witness whose native language is not English may give testimony in the witness’ native language, with simultaneous translation into English. But this will be at the expense of the party presenting the witness. Judgement upon the award rendered may be entered and will be enforceable in any court of competent jurisdiction having jurisdiction over the parties.

18.3 No Class Actions

You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.

18.4 Injunctive Relief

Notwithstanding the foregoing, in the event of your or any of your Users’ breach of this Agreement, you agree that we are entitled to apply for injunctive remedies, or an equivalent type of urgent legal relief, or both, in any jurisdiction.

18. Miscellaneous

18.1 Severability

If any provision of this agreement is prohibited by law or judged by a court to be unenforceable, unlawful, or void, the provision shall to the extent required, be severed from this agreement and rendered ineffective as far as possible without modifying the remaining provisions of this agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this agreement. The unenforceable, unlawful, or void provision shall be replaced with another term consistent with the purpose and intent of this Agreement.

18.2 Restrictions on Actions

Except for actions for nonpayment or breach of Uptitek’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.

18.3 Suitability of the Services

Before entering into an order governed by this Agreement, You are solely responsible for determining whether the Services meet Your technical, business or regulatory requirements. Uptitek will cooperate with Your efforts to determine whether use of the standard Services are consistent with those requirements.

18.4 Additional fees

Additional fees may apply to any additional work performed by Uptitek or changes to the Services.

18.5 Regulatory Compliance

You remain solely responsible for Your regulatory compliance in connection with Your use of the Services

18.6. Entire Agreement

You agree that this Agreement and the information which is incorporated into this Agreement by written reference (including reference to information contained in a URL or referenced policy), together with the applicable order, is the complete agreement for the Services ordered by You. This agreement supersedes all prior or contemporaneous agreements or representations, written or oral, regarding such Services.

18.8 English Version

This agreement may have translations in other languages. When interpreting or construing this agreement, the English version will be the version used when interpreting or construing the terms of this agreement.

18.9 No Waiver

Our failure to enforce or exercise any of the terms under this Agreement is not a waiver.

19. Modification of this Agreement

We may modify the terms of this Agreement or any Additional Terms that apply to the Services. For example, we may reflect changes to the law or regulation. You should study the terms of this Agreement regularly. We will post notice of modifications to these terms on this page. We will post notice of modified Additional Terms in the Services. By continuing to use or access the Services after the revisions come into effect, you agree to be bound by the revised terms of this agreement.

20. Definitions

20.1 “Uptitek Software” means any software agent, application, or tool that Uptitek makes available to You for download specifically for purposes of facilitating Your access to, operation of, and/or use with, the Services.

20.2 “Program Documentation” refers to the user manuals, help windows, readme files for the Services and any Uptitek Software. You may access the documentation online at Program Documentation or such other address specified by Uptitek.

20.3 “Service Specifications” means the following documents, as applicable to the Services under Your order: (a) Program Documentation, the Uptitek service descriptions; (b) Uptitek’s privacy policies; and (c) any other Uptitek documents that are referenced in or incorporated into Your order.

20.4 “Third Party Content” means all audio, data, images, photographs software, text, video, and other content and material, in any format, that are obtained or derived from third-party sources outside of Uptitek that You may access through, within, or in conjunction with Your use of, the Services. Examples of Third-party Content include data feeds from social media network services, RSS feeds from blog posts, dictionaries, and marketing data.Third Party Content includes third-party sourced materials accessed or obtained by Your use of the Services or any Uptitek-provided tools.

20.5 “Users” means, for Services, those contractors, employees, and end users, as applicable, authorized by You or on Your behalf to use the Services in accordance with this Agreement and Your order. For Services that are specifically designed to allow Your clients, agents, customers, suppliers, or other third parties to access the Services to interact with You, such third parties will be considered “Users” subject to the terms of this Agreement and Your order.

20.6 “Your Content” means all data (including Personal Data), software, text, images, audio, video, photographs, non-Uptitek or third party applications, and other content and material, in any format, provided by You or any of Your Users that is stored in, or run on or through, the Services. Your Content includes any Third Party Content that is brought by You into the Services by Your use of the Services or any Oracle-provided tools. Services under this Agreement, Uptitek Software, other Uptitek products and services, and Uptitek intellectual property, and all derivative works thereof, do not fall within the meaning of the term “Your Content.”

Uptitek Limited

Maclaurin Building, 4 Bishops Square, Hatfield, AL10 9NE