Terms of Use

Effective Date: 30 July 2021

Last Updated on: 30 July 2021

These Terms of Use (“Terms”) describe the terms under which Monocubed, Inc (“We”, “Our” “Us”) provide a subscriber access to and use of Our Service(s) (“You”, “Your”, “Yourself”) . By accessing and/or using Our Service, a) You agree to be bound by these Terms and acknowledge having read the privacy policy located at Privacy Policy(“Privacy Policy”). b) You warrant to us
that you are of 18 years or above and are competent to enter into this agreement c) That, in the event You are
entering into these Terms on behalf of any entity/company or its group, You possess the requisite authority to
bind such entities, company or its groups to these Terms. If You do not agree to these Terms, You should
immediately cease using our Service(s).You and Us will be individually referred to as “Party” and collectively
as “Parties”.

YOUR RIGHTS
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.
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.
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.
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.
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”).
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.
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.
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.
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.
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.
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.
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.
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
  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.
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.