Terms of Use

1. YOUR RIGHTS
   Subject to Your compliance with these Terms and solely during the Subscription Term, You shall have the
   limited, non-exclusive, revocable right to access and use the Service(s) for your internal business
   purposes in
   accordance with the subscription plan as specifically stated in Our Website or in an Order Form.
2. YOUR RESPONSIBILITIES
   1. Your Account: Your access and use of the Service(s) is restricted to the specified number of
      individual
      Users
      as specified in the relevant Order Form, if any, executed between Us and Yourself. Each User shall
      be identified
      using unique login information such as usernames and passwords (“User Login”) and such User Login
      shall be used
      only
      by one individual.
   2. Acceptable Use: You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer,
      assign,
      distribute, time share or otherwise commercially exploit or make the Service(s) available to any
      third party,
      other
      than Users in furtherance of Your internal business purposes as expressly permitted by these Terms;
      (b) modify,
      adapt, or hack the Service(s) or otherwise attempt to gain or gain unauthorized access to the
      Service(s) or
      related
      systems or networks; (c) use the Service(s), store or transmit Sensitive Personal Information; (d)
      use the
      Service(s), store or transmit Customer Data in violation of applicable laws and regulations,
      including but not
      limited to violation of any person’s privacy rights, export control laws/regulations; (e) use the
      Service(s) to
      store or transmit any content that infringes upon any person’s intellectual property rights or is
      unlawful,
      racist,
      hateful, abusive, libelous, obscene, or discriminatory; (f) use the Service(s) to knowingly post,
      transmit,
      upload,
      link to, send or store any viruses, malware, trojan horses, time bombs, or any other similar harmful
      software;
      (g)
      “crawl,” “scrape,” or “spider” any page, data, or portion of or relating to the Services (through
      use of manual
      or
      automated means);
   3. You represent and warrant to Us that You own or have the necessary rights to transmit the Customer
      Data to
      Us
      and that doing so does not violate any applicable law, proprietary or privacy rights.
3. SERVICE(S)
   1. You may request a demo of Our Service(s) or a trial of the Service(s) by creation of accounts for
      trial use
      for
      a limited period of time (“Trial Period”). The Trial Period shall be subject to these Terms and any
      additional
      terms
      that We specify. We, in our sole discretion, shall have the right to terminate the Service(s) and
      Your right to
      use
      the Service(s) at any time during the Trial Period and for any reason, without being liable to You.
   2. Any enhancements, new features or updates (“Updates”) to the Service(s) are also subject to these
      Terms and
      We
      reserve the right to deploy Updates at any time.
   3. The Service(s) may temporarily be unavailable due to scheduled downtime for upgrades and
      maintenance in
      which
      case We shall use commercially reasonable endeavours to notify You in advance.
4. INTELLECTUAL PROPERTY RIGHTS
   1. Except for the rights granted to You under clause 1, all rights, title and interest in and to all
      intellectual
      property and/or proprietary rights, title and interest in or related to the Service(s), including
      patents,
      inventions, copyrights, trademarks, domain names, trade secrets or know-how (collectively,
      “Intellectual
      Property
      Rights”) shall belong to and remain exclusively with Us.
   2. You own the rights to the Customer Data that You provide to Us. We do not claim ownership over such
      Customer
      Data. We shall have a right and license to incorporate into the Services or otherwise use any
      suggestions,
      enhancement requests, recommendations or other feedback we receive from You.
   3. All rights not expressly provided to You herein are reserved.
5. THIRD PARTY SERVICES
   1. You acknowledge and agree that Your use of Third-party Services will be subject to the terms and
      conditions and privacy policies of such third-party and that We shall not be liable for Your
      enablement, access or
      use of such Third-party Services, including Your data processed by such third party. You should
      contact that
      Third- party service provider for any issues arising in connection with use of such Third-party
      Service.
6. CHARGES AND PAYMENT
   1. Subscription Charges: All charges associated with Your Account shall be based on the plan You
      have
      subscribed
      at the prices listed at Our Website (“Subscription Charges”) and any other details regarding such
      Subscription
      Charges shall be mentioned in an Order Form. The Subscription Charges are due in full and payable in
      advance in
      accordance with clause 6.2, when You subscribe to the Service(s).
   2. Payment: You hereby authorize Us or Our authorized agents, as applicable, to bill You upon Your
      subscription to
      the Services (and any renewal thereof). Unless otherwise stated in an Order Form, Your payment is
      due within
      thirty
      (30) days of our invoice date.
   3. Refunds: Unless otherwise specified in an Order Form, all Subscription Charges are
      non-refundable. No
      refunds
      shall be issued for partial use or non-use of the Service(s).

   4. Late Payments/Non-payment of Subscription Charges: We will notify You in the event We do not
      receive
      payment
      towards Subscription Charges within the due date. We must receive payments within a maximum of ten
      (10) days
      from
      the date of Our notice. If We do not receive payment within the foregoing time period, in addition
      to our right
      to
      other remedies available under law, We may (i) charge an interest for late payment @ 1.5% per month
      and/or; (ii)
      suspend Your access to and use of the Services until We receive Your payment towards the
      Subscription Charges as
      specified herein and/or; (iii) terminate Your Account.
   5. Applicable Taxes: Unless otherwise stated, the Subscription Charges do not include any taxes,
      levies,
      duties or
      similar governmental assessments, including value-added, sales, use or withholding taxes assessable
      by any
      local,
      state, provincial or foreign jurisdiction (collectively “Taxes”).
7. TERM, TERMINATION AND SUSPENSION
   1. The Subscription Term shall be set forth on the Website or in a relevant Order Form.
   2. Termination by You: You may terminate one or more of your Account(s) in the event We materially
      breach
      these
      Terms, provided that You shall provide an advance notice of such breach and afford Us not less than
      thirty (30)
      days
      to cure such breach. In case of such termination We shall, pro-rata, refund the Subscription Charges
      for the
      remainder of the Subscription Term.
   3. Suspension and Termination by Us: In addition to suspension for late payment or non-payment of
      Subscription
      Charges, We may suspend Your access to and use of Your Account or the Service(s) if You are in
      violation of
      these
      Terms. We will notify You if your activities violate these Terms and, at Our sole discretion,
      provide You with a
      period of fifteen (15) days (“Cure Period”) to cure or cease such activities. If You fail to cure or
      cease such
      activities within said Cure Period or if We believe that such breaches cannot be cured, Your Account
      shall be
      terminated. We may also terminate a Trial Period in accordance with clause 3.1. Further, We also
      reserve the
      right
      to terminate Your Account at any time by written notice due to business reasons which shall include
      discontinuation
      of the Services.
   4. Termination for Insolvency: Notwithstanding anything contained herein, either Party may
      terminate these
      Terms
      with notice if the other Party becomes insolvent, makes or has made an assignment for the benefit of
      creditors,
      is
      the subject of proceedings in voluntary or involuntary bankruptcy instituted on behalf of or against
      such Party
      (except for involuntary bankruptcies which are dismissed within sixty (60) days), or has a receiver
      or trustee
      appointed for substantially all of its property.
   5. Effect of Terminating Your Account: Following the termination of Your Account either by
      Yourself or by Us,
      Your
      access and use of the Services shall cease. We retain all Customer Data in our possession for [●]
      days from the
      date
      of effective termination (“Data Retention Period”). Beyond the Data Retention Period, We reserve the
      right to
      delete
      all the Customer Data in our possession.
8. CONFIDENTIALITY; DATA PRIVACY AND SECURITY
   1. If You choose, or are provided with, a user identification code, login, password or any other
      piece
      of
      information as part of Our security procedures, You must treat such information as confidential. You
      must not
      disclose it to any third party. We shall have the right to disable any user identification code or
      password,
      whether
      chosen by You or allocated by Us, at any time, if in Our reasonable opinion, You have failed to
      comply
      with any
      of
      the provisions of these Terms. We will not be responsible for any activities, including any
      attempted or
      actual
      access or loss of data occurring in Your Account as a result of your non-compliance of obligations
      under
      this
      clause.
   2. Each of the Parties will protect the other’s Confidential Information from unauthorized use,
      access
      or
      disclosure in the same manner as each of the Parties protects its own Confidential Information, and
      in
      any
      event, no
      less than reasonable care. Except as otherwise expressly permitted pursuant to these Terms, each of
      the
      Parties
      may
      use the other’s Confidential Information solely to exercise its respective rights and perform its
      respective
      obligations under these Terms and shall disclose such Confidential Information solely to those of
      its
      respective
      employees, representatives and agents who have a need to know such Confidential Information for such
      purposes
      and
      who are bound to maintain the confidentiality of, and not misuse, such Confidential Information. The
      provisions
      of
      this clause shall supersede any non-disclosure agreement by and between the Parties entered prior to
      these Terms
      that would purport to address the confidentiality of Customer Data and such agreement shall have no
      further
      force or
      effect with respect to Customer Data.
   3. We shall use appropriate technical and organizational measures to protect the Customer Data.
      The
      measures
      used
      are designed to provide a level of security appropriate to the risk of Processing the Customer Data.
      We
      shall,
      without undue delay, notify You of any accidental or unlawful destruction, loss, alteration,
      unauthorized
      disclosure
      of, or access to the Customer Data processed by Us.
   4. You acknowledge that We shall Process Customer Data only to provide, maintain and improve the
      Services, or
      prevent or address any technical problems, or at Your request in connection with support requests
      and in
      accordance
      with these Terms and Our Privacy Policy. We shall not Process Customer Data for any purposes other
      than
      what is
      mentioned in these Terms and Our Privacy Policy.
   5. You understand and acknowledge that, in connection with the use of the Service by Yourself,
      Your
      Users
      and/or
      End Users, We Process any Personal Data only on Your behalf and as a data processor.
   6. You acknowledge and agree that We may access or disclose information about You, Your Account,
      Users,
      including
      Customer Data in order to (a) comply with the law or respond to lawful requests or legal process; or
      (b)
      prevent
      any
      infringement of group companies’ or Our customers’ proprietary rights. Further, at Our sole
      discretion,
      any
      suspected fraudulent, abusive, or illegal activity by You may be referred to law enforcement
      authorities.
   7. We shall reasonably assist You, at Your expense, in meeting Your obligations under applicable
      data
      protection
      laws.
   8. In the event You are a resident of the EEA (including Switzerland), please contact us at
      support@upperinc.com
      in order to enter into a data processing agreement for transferring of data outside the EEA.
9. DISCLAIMER OF WARRANTIES
   1. THE SERVICE(S), INCLUDING ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS
      AVAILABLE”
      BASIS. ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF
      MERCHANTABILITY,
      FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE HEREBY EXCLUDED.
   2. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE ACCESS TO THE SERVICE(S), WHICH IS PROVIDED
      OVER
      INTERNET
      AND
      VARIOUS TELECOMMUNICATIONS NETWORKS, ALL OF WHICH ARE BEYOND OUR CONTROL, WILL BE UNINTERRUPTED,
      TIMELY,
      SECURE,
      ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE.
10. LIMITATION OF LIABILITY
    1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO
       ANY
       PERSON
       FOR
       ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT
       LIMITATION,
       DAMAGES
       FOR LOST PROFITS, LOST REVENUE, LOST SALES, LOST GOODWILL, LOSS OF USE OR LOST CONTENT, IMPACT ON
       BUSINESS,
       BUSINESS
       INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITY) HOWEVER CAUSED, UNDER ANY
       THEORY OF
       LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, BREACH OF STATUTORY DUTY,
       NEGLIGENCE
       OR
       OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE
       FORESEEN
       SUCH
       DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR AGGREGATE LIABILITY AND THAT OF OUR
       AFFILIATES,
       OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, RELATING TO THE SERVICE(S), WILL BE LIMITED TO
       AN
       AMOUNT
       EQUAL
       TO TWELVE MONTHS OF THE SUBSCRIPTION CHARGES PAID BY YOU FOR THE SERVICE(S) PRIOR TO THE FIRST EVENT
       OR
       OCCURRENCE
       GIVING RISE TO SUCH LIABILITY.
    2. IN JURISDICTIONS WHICH DO NOT PERMIT THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF
       LIABILITY
       FOR
       INCIDENTAL OR CONSEQUENTIAL DAMAGES, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED
       BY
       LAW.
    3. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY, WE DISCLAIM ALL LIABILITIES, TO THE MAXIMUM
       EXTENT
       PERMITTED BY
       LAW, WITH RESPECT TO THE SERVICES OFFERED DURING THE TRIAL PERIOD.
11. INDEMNIFICATION
    1. Indemnification by You: You will indemnify and hold Us harmless against any claim brought by a
       third party
       against Us, Our respective employees, officers, directors and agents arising from Your acts or
       omissions in
       connection with clause 2 of these Terms provided that (a) We promptly notify You of the threat or
       notice of such
       a
       claim, (b) You will have the sole and exclusive control and authority to select defense attorneys,
       defend and/or
       settle any such claim; and (c) We shall fully cooperate with You in connection therewith.
12. MISCELLANEOUS
    1. Assignment: These Terms and any rights or obligations hereunder may not be assigned by You
       without
       Our
       prior
       written consent, whereas We can assign any of our rights and obligations hereunder without Your
       prior
       written
       consent. These Terms bind, and inures to the benefit of, the Parties and their respective successors
       and
       permitted
       assigns.
    2. Amendment: We may amend these Terms from time to time, in which case the new Terms will
       supersede
       prior
       versions. We will notify You not less than ten (10) days prior to the effective date of any
       amendments
       to these
       Terms and Your continued use of the Service(s) following the effective date of any such amendment
       may be
       relied
       upon
       by Us as Your acceptance of any such amendment.
    3. Severability; No Waiver: If any provision in these Terms is held by a court of competent
       jurisdiction to
       be
       unenforceable, such provision shall be modified by the court and interpreted so as to best
       accomplish
       the
       original
       provision to the fullest extent permitted by applicable law, and the remaining provisions of these
       Terms
       shall
       remain in effect. Our non-exercise of any right under or provision of these Terms does not
       constitute a
       waiver
       of
       that right or provision of These Terms.
    4. Relationship of the Parties: The Parties are independent contractors. These Terms do not
       create a
       partnership,
       franchise, joint venture, agency, fiduciary or employment relationship among the Parties.
    5. Survival: All clauses which, by their nature are intended to survive, including without
       limitation
       Clauses
       4
       (Intellectual Property Rights), 6 (Charges and Payment), 7 (Term, Suspension and Termination), 8
       (Confidentiality,
       Data Privacy and Security), 9 (Disclaimer of Warranties), 10 (Limitation of Liability), 11
       (Indemnification), 12
       (Miscellaneous) and 13 (Definitions) shall survive any termination of Our agreement with Yourself
       regarding the
       use
       of the Service(s). Termination shall not limit either Party’s liability for obligations accrued as
       of or
       prior
       to
       such termination or for any breach of These Terms.
    6. Notices and Consent to Electronic Communications: All notices from Us under these Terms may be
       delivered
       in
       writing (i) by nationally recognized overnight delivery service (“Courier”) or to the contact
       mailing
       address
       provided by You while subscribing to the Service(s); or (ii) electronic mail to the e-mail address
       provided to
       Your
       Account. Our address for a notice is: Monocubed, Inc at 163 Great George St, Suite 3,
       Charlottetown, PE
       C1A 4L1
       with a CC to support@upperinc.com by electronic mail. All notices shall be deemed to have been given
       immediately
       upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, two (2)
       business days
       after
       being deposited in the mail or with a Courier as permitted above.
    7. Publicity Rights: You hereby grant Us a royalty-free, worldwide, transferable license to use
       Your
       trademark or
       logo to identify You as Our customer on Our websites and/or marketing collateral and to include Your
       use
       of the
       Services in case studies.
    8. Governing Law and Dispute Resolution: These Terms shall be governed by the laws of Canada
       without
       regard
       to
       any conflict of laws principles. You hereby expressly agree to submit to the exclusive personal
       jurisdiction of
       the
       courts at Brampton, Ontario, Canada. Any dispute, claim or controversy arising out of or relating to
       these Terms
       or
       the breach, termination, enforcement, interpretation or validity thereof, including the
       determination of
       the
       scope
       or applicability of these Terms to arbitrate, shall be settled by arbitration administered by ADR
       Institute of
       Canada in accordance with its arbitration rules (“ADR Rules”), and judgement on the award rendered
       by
       the
       arbitrator
       may be entered in any court having jurisdiction thereof. The language of the arbitration shall be
       English. The
       dispute shall be resolved by a sole arbitrator who shall be appointed in accordance with the ADR
       Rules.
       The
       decision
       of the sole arbitrator shall be final and binding on the Parties.
    9. Entire Agreement: These Terms, together with any Order Forms, constitute the entire agreement,
       and
       supersede
       any and all prior agreements between Us and Yourself with regard to the subject matter hereof. In
       the
       event of a
       conflict between the terms of any Order Form and these Terms, the Terms shall prevail. In case of a
       conflict
       between
       two Order Forms, the Order Form later in date shall prevail.
    10. Force Majeure: Notwithstanding anything to the contrary contained elsewhere, We shall not be
        liable for
        unavailability of the Service(s) caused by circumstances beyond Our reasonable control, such as, but
        not
        limited
        to,
        acts of God, acts of government, acts of terror or civil unrest, technical failures beyond Our
        reasonable
        control
        (including, without limitation, inability to access the internet, unauthorized loss, distribution or
        dissemination
        of Customer Data), or acts undertaken by third parties, including without limitation, distributed
        denial
        of
        Service
        attacks.
13. DEFINITIONS
    1. When used in these Terms with the initial letters capitalized, in addition to terms defined elsewhere in
       these
       Terms, the following terms have the following meanings:
    2. Account: means any accounts or instances created by You or on Your behalf for access and use
       of
       the
       Services.
    3. API: means the application programming interfaces developed, enabled by or licensed to Us
       that
       permits access to certain functionality provided by the Service(s).

    4. Cloudtutorial Application means the cloud based proprietary application which helps enterprises create and
       customize
       their knowledge base (CloudTutorial | Knowledge Base
       Software).
    5. Confidential Information: means all information disclosed by one Party to the other Party
       which
       is
       in tangible form and labelled “confidential” (or with a similar legend) or which a reasonable person would
       understand to be confidential given the nature of the information and circumstances of disclosure. For
       purposes
       of
       These Terms, Customer Data shall be deemed Confidential Information. Notwithstanding the foregoing,
       Confidential
       Information shall not include any information which (a) was publicly known and made generally available in
       the
       public domain prior to the time of disclosure by the disclosing party; (b) becomes publicly known and made
       generally
       available after disclosure by the disclosing party to the receiving party through no action or inaction of
       the
       receiving party; (c) is already in the possession of the receiving party at the time of disclosure by the
       disclosing
       party as shown by the receiving party’s files and records prior to the time of disclosure; (d) is obtained
       by
       the
       receiving party from a third party without a breach of such third party’s obligations of confidentiality;
       (e) is
       independently developed by the receiving party without use of or reference to the disclosing party’s
       Confidential
       Information, as shown by documents and other competent evidence in the receiving party’s possession; or (f)
       is
       required by law to be disclosed by the receiving party, provided that the receiving party shall, to the
       extent
       legally permitted, give the disclosing party written notice of such requirement prior to disclosing so that
       the
       disclosing party may seek a protective order or other appropriate relief.
    6. Customer Data: means all electronic data, text, messages, personal data or other materials,
       including without limitation Personal Data of Users and End Users, submitted to the Services by You through
       Your
       Account in connection with Your use of the Services.
    7. Documentation: means any written or electronic documentation, images, video, text or sounds
       specifying the functionalities of the Service(s) provided or made available by Us to You or Your Users
       through
       the
       Service(s) or otherwise.
    8. End User: means any person or entity other than You or Your Users with whom You interact using the
       Service(s).
    9. Fieldcamp Application means the cloud based proprietary application which enables
       enterprises to
       automate, track and manage their field personnel(Field Service
       Management
       Software | FieldCamp).
    10. InvoiceOwl Application means the cloud based proprietary online invoice generator found
        atOnline Invoice Generator | Invoiceowl.
    11. Order Form:means any service order form or statement of work specifying the Service(s)
        subscribed
        to, particular features and functionalities in the Service(s) that You wish to avail and the Subscription
        Term.
    12. Personal Data: means data relating to a living individual who is or can be identified either
        from
        the data or from the data in conjunction with other information that is in, or is likely to come into, the
        possession of the data controller.
    13. Processing/To Process: means any operation or set of operations which is performed upon Personal Data,
        whether
        or
        not by automatic means, such as collection, recording, organization, storage, adaptation or alteration,
        retrieval,
        consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or
        combination, blocking, erasure or destruction.
    14. Sensitive Personal Information means information that relates to an individual’s racial or ethnic origin,
        political
        opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data for the
        purpose
        of uniquely identifying a natural person, data concerning health, or data concerning a natural person’s sex
        life
        or
        sexual orientation. It also includes information about an individual’s criminal offences or convictions, as
        well
        as
        any other information deemed sensitive under applicable data protection laws.
    15. Service(s): means the Cloudtutorial Application, Fieldcamp Application, InvoiceOwl
        Application,
        Upper Application and any new services that We may introduce as a Service to which You may subscribe to, and
        any
        updates, modifications or improvements thereto, including individually and collectively, the API and any
        Documentation.
    16. Subscription Term: means the period during which You have agreed to subscribe to the
        Service(s)
        specified in the Website or in a relevant Order Form.
    17. Third-party Service(s) shall mean third party application(s) or service(s) integrating with the Service(s)
        through
        APIs.
    18. User: means those who are designated users within the Service(s), including an Account
        administrator, agents and other designated users.
    19. Upper Application means the cloud based proprietary application which enables enterprises to optimise their
        delivery
        operations (upperinc.com).
    20. Website(s) shall mean the websites owned and operated by Us including thecloudtutorial.com,
        upperinc.com, fieldcamp.com and invoiceowl.com.
14. SUPPLEMENTAL TERMS

    In addition to these Terms, your access or usage of any of the Our below mentioned Services shall be subject
    to
    these supplemental terms (“Supplemental Terms”). For avoidance of doubt, in the event of a conflict or
    inconsistency
    between the rest of the Terms and these Supplemental Terms, these Supplemental Terms shall prevail.

    1. For the use of InvoiceOwl Application
       In addition to the Terms, usage of InvoiceOwl Application by Yourself or on Your behalf shall be
       subject
       to
       the
       following terms:
       1. Clause 6 (charges and payment) of the Terms shall not apply to Your access and use of
          the
          InvoiceOwl
          Application.
       2. You agree and understand that We do not have an obligation to provide any support to
          You
          for
          your
          enablement,
          access and use of the InvoiceOwl Application.
       3. Clause 7.2 (Termination by You) of the Terms shall stand modified to state the
          following:
          You
          may
          terminate
          one or more of your Accounts at any time by providing Us a written notice.
15. Free Trial Terms and Conditions
    1. This feature/offer (the “Free Trial”), which is made available to you by UpperInc. (as defined in
       the
       Terms
       of Use), entitles you access to the UpperInc. standard plan for the period specified by UpperInc.
       from
       the
       moment that you activate such trial period by signing up for said trial period (the “Free Trial
       Period”).
    2. By Signing Up for the trial period, you accept the Free Trial Offer and (i) consent to us using your
       details
       in accordance with our Terms of Use, (ii) acknowledge and agree toUpperInc.and related productsTerms
       of
       Use
       and theseUpperInc.and related productsFree Trial Terms and Conditions.
    3. After the Free Trial Period, your account will be deactivated and you must purchase the subscription
       plan(s)
       to continue using the services. During the Free Trial Period, you can continue to use
       theUpperInc.and
       related productsstandard plan till you decide to subscribe or delete the account or the Free Trial
       Offer
       expires.
    4. You may only use this Free Trial Offer once. Customers who were previously paid members
       ofUpperInc.and
       related productsare not eligible to register for the free trial. If you unfairly try to conduct
       multiple
       free trials by you or your peers of the same organization, entity or group,UpperInc.and related
       productsmay
       refuse your use, block you from the site or take civil or criminal action against you.
    5. UpperInc.and related productsreserves the right, in its absolute discretion, to withdraw or to
       modify
       this
       Free Trial Offer and/or theUpperInc.and related products Free Trial Terms and Conditions at any time
       without
       prior notice and with no liability.