Terms and conditions
This Uptrends BV Membership Agreement (the "Agreement") is a legal contract between you and Uptrends BV,. ("Uptrends BV"). The Agreement governs your purchase and use of the various monitoring services offered on Uptrends BV's website (each a "Service"). Your use of the Services is conditional on your acceptance of this Agreement. By using any Service or by checking the acceptance box at the end of this Agreement, you accept and agree to be bound by all the terms and conditions of this Agreement, as well as any additional terms specific to the particular Services for which you register. Since this is a binding legal agreement between you and Uptrends BV, please print a copy of this Agreement for your records.
1. THE SERVICES
Uptrends BV will provide you with the Services for which you register on Uptrends BV's website, subject to the terms and conditions of this Agreement. You acknowledge that the Services may be offered in various separately priced service levels or packages ("Service Plans"), and you will only receive the Service Plans that you have registered for, and for which you are paying all associated fees. Descriptions of each Service, and the various Service Plans that are available for each Service, are available on Uptrends BV's website.
You may upgrade to a higher service, if available, at any time during the term of this Agreement by completing and submitting Uptrends BV's then-current upgrade request form. Upon any such upgrade, you agree to pay the increased fees for that service in accordance with this Agreement. Uptrends BV reserves the right to modify, enhance, or supplement the Services at any time at its sole discretion, provided that those modifications do not materially and adversely affect your rights or obligations under this Agreement.
2. REGISTRATION PROCESS
3. YOUR PROMISES AND OBLIGATIONS AS A CONDITION OF RECEIVING ANY SERVICES, YOU PROMISE, REPRESENT, AND WARRANT THE FOLLOWING.
a. All of the registration information you supply to Uptrends BV is true, complete, and accurate, and you will notify Uptrends BV of any changes to your registration data during the term of this Agreement and submit updated information within twenty (20) days of any such changes;
b. None of the URLs you submit to Uptrends BV link to any web page or site that contains any:
i. hate propaganda or material that encourages or promotes illegal activity or violence;
ii. content that violates or infringes in any way upon the statutory, common law, or proprietary rights of others, including but not limited to copyrights, trademark rights, patents, or any other third party intellectual property, contract, privacy, or publicity rights;
iii. material that promotes or utilizes software or services designed to deliver unsolicited email;
iv. material that violates any local, state, or national law or regulation;
v. misrepresentations or material that is threatening, abusive, harassing, defamatory, obscene, profane, indecent, or otherwise objectionable, offensive, or harmful; or
vi. other material that Uptrends BV, in its sole discretion, deems inappropriate, including any violations of standards posted on Uptrends BV's website or sent to you by email;
c. You will safeguard your account user name and password by not disclosing your password to any third party, and you will assume responsibility for any and all harm or liability attributable to you or any other person accessing your account or any Services with your user name and password;
d. You will not copy, sell, redistribute, license, sublicense, or otherwise transfer your account, or any materials provided to you in connection with the Services, to any third party without Uptrends BV's written consent;
e. You will comply with all federal laws and regulations governing your actions under this Agreement; and
f. You have full power and authority to enter into this Agreement and to perform your obligations hereunder.
Without limiting its other remedies, Uptrends BV may refuse or cancel your account or Services at any time for any violation of the foregoing promises. To assure compliance with the criteria in Subsection (b) above, Uptrends BV reserves the right to monitor the domains that correspond to the URLs you submit to Uptrends BV.
You agree to pay Uptrends BV any set-up fees and recurring subscription fees listed on Uptrends BV's website for the service you select. Completion and submission of any Service activation form authorizes Uptrends BV to charge the credit card specified in your registration for all such fees and any related taxes corresponding to the selected Service. Such charges will be made on a monthly, quarterly, 6 months or yearly basis. In order to avoid the full fee for any new subscription period, you must cancel the Service BEFORE the new period begins. Any failure to pay the amounts due under this Agreement will be a material breach of your obligations under this Agreement. Without limiting any other remedies available to Uptrends BV, YOU AGREE TO FULLY REIMBURSE UPTRENDS BV FOR ANY COSTS AND EXPENSES THAT UPTRENDS BV MAY INCUR IN CONNECTION WITH COLLECTING OR ATTEMPTING TO COLLECT ANY SUCH UNPAID AMOUNTS.
5. PRICING CHANGES AND OTHER MODIFICATIONS
The Uptrends BV services are based on a particular number of probes and the frequency of monitoring each probe. Uptrends BV may change its Service fees, or any other terms of this Agreement, at any time by updating the applicable pricing information or other terms posted on Uptrends BV's website. New pricing terms will become effective beginning with the first full billing cycle after Uptrends BV posts such changes to its website. Changes to terms not related to pricing will become effective fifteen (15) days after such notification. If you do not agree to any changes posted by Uptrends BV in accordance with this Section, you must cancel your account or the affected Service as provided herein before the given changes become effective; otherwise you will be deemed to have accepted and agreed to the changes.
Additional modifications to these terms and conditions may be made in special circumstances, but only if approved in advance in a signed writing on Uptrends BV's letterhead by an executive vice president or higher-level officer of Uptrends BV. Product sales and support representatives are not authorized to waive or modify any provisions of this Membership Agreement. No failure by Uptrends BV to enforce any term of this Agreement shall be construed as a waiver thereof, nor shall it affect your obligations or Uptrends BV's rights and remedies hereunder.
6. DURATION AND CANCELLATION OF SERVICES
Unless stated otherwise on Uptrends BV's web pages applicable to a given Service, each Service will be provided and billed on a monthly, quarterly, 6 months or yearly subscription basis, measured from the beginning of the calendar month immediately following activation of the given Service. Subscriptions will automatically renew with each annual period, as applicable, until cancelled in accordance with this section. At any time after activation of a Service, either you or Uptrends BV may cancel that Service (or Uptrends BV may discontinue the Service completely) by providing written notice to the other party, in which case the Service will terminate on the date specified in the cancellation notice. If no date is specified, the Service will terminate at the end of the then-current billing period (for paid Services). Uptrends BV also reserves the right to cancel any individual Service immediately and without notice in the event that you breach any provision of this Agreement or any other terms that apply to that Service. NO REFUNDS WILL BE AVAILABLE ON ACCOUNT OF ANY SERVICE CANCELLATION BY EITHER PARTY, EXCEPT AS EXPRESSLY PROVIDED IN THE SECTION ENTITLED "REFUNDS" BELOW.
7. TERM AND TERMINATION OF AGREEMENT
The term of this Agreement will begin on the date that Uptrends BV accepts your initial registration and will continue in force until terminated according to this section. Upon cancellation of all active Services, or any time thereafter, either party may terminate your account and this Agreement by written notice to the other party. Uptrends BV also reserves the right to terminate your account and this Agreement immediately and without notice in the event that you breach any provision of this Agreement. No refunds will be available on account of any termination of this Agreement, except as expressly provided in the Section entitled "Refunds" below. Sections 10 through 15 of this Agreement shall survive and remain in effect notwithstanding any termination of this Agreement. If this agreement is terminated by us or by you for any reason, you agree to remove logos and trademarks and any other parts of the Service from all of your Web sites and other items.
If you cancel any Service you acknowledge and agree that NO REFUNDS WILL BE ISSUED
9. OWNERSHIP RIGHTS
You agree and understand that the Services and all graphic designs, HTML code, computer programming, and other elements incorporated therein are the exclusive property of Uptrends BV. In addition, you acknowledge that Uptrends BV owns all right, title, and interest in and to Uptrends BV's trademarks, trade names, service marks, inventions, copyrights, trade secrets, patents, technology, software, and know-how related to the design, function, or operation of the Service. Your rights to the Services are strictly limited to the rights expressly granted in this Agreement.
10. DISCLAIMER OF WARRANTY
Uptrends BV makes no guarantees of any kind regarding the use or the results derived from any Services in terms of dependability, accuracy, security, timeliness, availability, reliability, or usefulness. The Services and all related materials are provided "AS IS" without warranty of any kind. UPTRENDS BV HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THE SERVICES AND RELATED MATERIALS, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. UPTRENDS BV DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVICES WILL BE SUITABLE FOR YOUR NEEDS OR YOUR INTENDED APPLICATIONS, OR THAT THE SERVICES WILL BE COMPATIBLE WITH OR OPERATE IN THE HARDWARE, SOFTWARE, OR WEBSITE CONFIGURATIONS THAT YOU SELECT.
11. LIMITATION OF LIABILITY
IN NO EVENT WILL UPTRENDS BV BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR INDIRECT DAMAGES OF ANY KIND OR NATURE, INCLUDING BUT NOT LIMITED TO LOSS OF INCOME, LOSS OR DAMAGE OF DATA, AND DAMAGE TO BUSINESS REPUTATION, UNDER ANY THEORY OF LAW OR EQUITY, AND WHETHER OR NOT UPTRENDS BV IS NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
FURTHERMORE, IN NO EVENT WILL UPTRENDS BV 'S TOTAL, CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT RECEIVED BY UPTRENDS BV FROM YOU UNDER THIS AGREEMENT. Without limiting the foregoing, Uptrends BV is not responsible for any of your data residing on Uptrends BV hardware. You are responsible for backing-up your data and information that may reside on the Uptrends BV hardware, whether or not such information is produced through the use of the Service.
You agree to indemnify, hold harmless, and (at Uptrends BV's request) defend Uptrends BV and its officers, directors, shareholders, and representatives from and against any and all liability, damages, losses, costs, or expenses (including but not limited to attorneys' fees and expenses) incurred in connection with any claim related to (a) your breach of any term, condition, representation, warranty, or covenant in this Agreement; or (b) the information you supply to Uptrends BV or make available to any third party, including your registration data and the content of the web pages corresponding to the URLs you submit to Uptrends BV. This obligation shall survive any termination of your relationship with Uptrends BV.
13. SOLE AND EXCLUSIVE REMEDY
If you are dissatisfied with any portion of any Service, your sole and exclusive remedy is to cancel your account or your subscription to the given Service according to this Agreement. No refunds are available.
14. GENERAL PROVISIONS
The laws of the Netherlands govern this agreement. You hereby consent to the jurisdiction of and venue in courts located in the Netherlands in all disputes arising out of or relating to this Agreement or your use of the Services. In addition, you hereby consent to the exclusive jurisdiction of, and venue in, such courts for any action commenced by you against Uptrends BV. The prevailing party in any dispute relating to the Services or this Agreement will be entitled to recover its costs, expenses and reasonable attorney fees incurred in connection with such dispute.
No party shall be liable for failure or delay in performing its obligations hereunder if such failure or delay is due to circumstances beyond the party's reasonable control, including without limitation, acts of any governmental body or failure of the software or equipment of third parties. Except as provided otherwise herein, any notice given under this Agreement will be made in writing by email and will be effective on the business day after it is sent. You may not assign this Agreement, and any attempt to do so is void. You acknowledge that your account is part of the Uptrends BV network, and, consequently, you will receive periodic announcements and information regarding Uptrends BV's services. You may request to be removed from the network's news mailing list at any time.
Uptrends BV may include your web site's domain name & logo on its customer lists, testimonials and press releases.
16. SPECIAL REMARKS FOR UPTRENDS FREE
You are only allowed to use Uptrends Free site monitoring or network monitoring service if you have a visible Uptrends icon (96 x 15 pixels) on your website for which you have registered our service and you have not modified the Uptrends Free script which we have sent you. If you do not display the Uptrends icon properly or if you have modified the script Uptrends will block your account immediately without any or prior notice.
If you have any questions about this Agreement or Uptrends BV's Services, please contact Uptrends BV by email at our contact page Thank you for choosing Uptrends to track your web ranking. We look forward to doing business with you and hope you find our services valuable.