These Terms govern your access to and use of a set of features, services, and functionality on UPPLUCK.com ("UPPLUCK")to use services for business purposes. Please read this Agreement carefully. You confirm your understanding and acceptance of these Terms and the Agreement by checking the box on the foregoing page and/or by using the UPPLUCK services.

1. Account Management: You are responsible for all activities that occur under your UPPLUCK Account, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents). Except to the extent caused by our breach of these Terms, we and our affiliates are not responsible for unauthorized access to your UPPLUCK Account. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your UPPLUCK Account in accordance with these Terms) and are solely responsible for any use or action taken under your password. You will contact us immediately if you believe an unauthorized third party may be accessing your UPPLUCK account. You are responsible for ensuring that all users affiliated with your UPPLUCK account are aware of and comply with these Terms.
2. Your Responsibilities: You are responsible for your conduct, Content, and communications with others while using the Services:
   1. You may not purchase, use, or access the Services for the purpose of building a competitive product or service or for any other competitive purposes.
   2. You may not misuse our Services by interfering with their normal operation, or attempting to access them using a method other than through the interfaces and instructions that we provide.
   3. You may not circumvent or attempt to circumvent any limitations that UPPLUCK imposes on your account.
   4. Unless authorized by UPPLUCK in writing, you may not probe, scan or test the vulnerability of any UPPLUCK system or network.
   5. Unless authorized by UPPLUCK in writing, you may not use any manual or automated system or software to extract or scrape data from the websites or other interfaces through which we make our Services available.
3. Representation, Warranties and Covenants: You represent, warrant and covenant that:
   1. The individual entering into these Terms on behalf of your organization, as applicable, has all necessary legal authority to bind you to these Terms;
   2. You have all requisite right, power, and authority to enter into these Terms, perform your obligations, and grant the rights and authorizations in these Terms;
   3. Any information provided or made available by you to UPPLUCK or its affiliates is at all times accurate and complete;
   4. You and all your subcontractors and agents will comply with all applicable laws, rules, regulations, codes, orders and other requirements of governmental agencies ("Laws") in your performance of your obligations and exercise of your rights under these Terms and with your purchase and use of any products from UPPLUCK;
   5. All users who use business features or purchase on behalf of your organization are authorized to do so and all purchases made by these users are authorized purchases of you and/or your organization; and
   6. Your purchase of products from us will not, either by your export of those products, your sale or use of those products, your legal status or otherwise, cause us to violate any Law.
4. Licenses
   1. Permission to Use: Subject to your complete and ongoing compliance with these terms, UPPLUCK grants you limited, non-transferable, non-sublicensable, revocable permission to access and use the Service for your internal use during the Term at the level of service for which you have paid all applicable Fees.
   2. Restrictions: Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, you may not use it. You may not use the Service on behalf of any third party, or in a service bureau or similar capacity.
5. Ownership; Proprietary Rights: The Service is owned and operated by UPPLUCK. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, templates, and all other elements of the Service ("Materials") provided by UPPLUCK are protected by intellectual property and other laws. All Materials included in the Service are the property of UPPLUCK or its third party licensors. Except as expressly authorized by UPPLUCK, you may not make use of these Materials. UPPLUCK reserves all rights to the materials not granted expressly in these Terms.
6. User Content
   1. User Content Generally: Certain features of the Service permit users to create and upload original content to the Service including social media posts and other content which may be comprised of messages, reviews, photos, video, images, data, text, and other types of works ("User Content") and to publish User Content on the Service. You retain any copyright and other proprietary rights that you may hold in the User Content that you post to the service. Nevertheless, we need certain permission from you in order to provide the Service.
   2. Limited License Grant to UPPLUCK: By providing User Content to or via the Service, you grant UPPLUCK a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your User Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed.
   This Section is not applicable to content created and/or curated by UPPLUCK and provided to its subscribers as part of its Services. UPPLUCK retains any copyright and other proprietary rights, as applicable, in this UPPLUCK created/curated content.
7. TERMS OF PAYMENT: Once an account is signed up, the designated credit card (or agreed upon payment method) will be charged immediately, prior to access to UPPLUCK being granted. This charge will automatically recur on agreed upon intervals (i.e., every 30 days; every 6 months; every 12 months - depending on the selected subscription), unless notice to cancel/terminate has been received by UPPLUCK ("Subscription Service"). The account holder will receive an email reminder at least 3 days before the charge. If you activate a Subscription Service, you authorize UPPLUCK to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums. The "Subscription Billing Date" is the date when you purchase your first subscription for the Service. Your account will be charged automatically on the Subscription Billing Date all applicable fees for the next subscription period. The subscription will continue unless and until you cancel your subscription or we terminate it. You must cancel your subscription before it renews in order to avoid billing of the next periodic Subscription Fee to your account. We will bill the periodic Subscription Fee to the payment method you provide to us during registration (or to a different payment method if you change your payment information). You may cancel the Subscription Service by contacting us at: support@uppluck.com.
   
   You hereby unconditionally guarantee that you will fully, promptly, and faithfully perform, pay and discharge all present and future indebtedness, terms, conditions, and obligation on your part to be performed, paid and discharged (whether by acceleration or otherwise), arising out of or connected with or related to any and all agreements, invoices, sales, inventory, and or financial transactions between you and UPPLUCK (together, the "Obligations"). Further, you agree to pay all damages, losses, costs, attorneys' fees, and expenses which may be incurred by UPPLUCK in enforcing its rights under these Terms.
8. Delinquent Accounts: UPPLUCK may suspend or terminate access to the Service for any account for which any amount is due but unpaid. If, for any reason, the charge to the designated payment method is declined or unable to be processed, the account will be suspended or closed, and the account holder will have limited access to UPPLUCK until the reconciliation process has been completed.
9. Suspension and Termination of Services
   1. By You. You can terminate your Subscription at any time by contacting support@uppluck.com. If you terminate a Subscription in the middle of a billing cycle, you will not receive a refund for any period of time you did not use in that billing cycle unless you are terminating these Terms for any of the following reasons: (i) We have materially breached these Terms and failed to cure that breach within 30 days after you have so notified us in writing; or (b) a refund is required by law.
   2. By UPPLUCK. UPPLUCK may terminate your Subscription for any reason, and may, in UPPLUCK'S sole discretion, provide a pro rata refund for any period of time you did not use in that billing cycle. Additionally, UPPLUCK may limit, suspend or terminate the Services to you: (i) if you fail to comply with these Terms; (ii) if you use the Services in a way that causes legal liability to us or disrupts others' use of the Services; or (iii) if we are investigating suspected misconduct by you. Also, if we limit, suspend, or terminate the Services you receive, we will endeavor to give you advance notice. However, there may be time sensitive situations where UPPLUCK may decide that we need to take immediate action without notice. UPPLUCK will use commercially reasonable efforts to narrow the scope and duration of any limitation or suspension under this Section as is needed to resolve the issue that prompted such action. UPPLUCK has no obligation to retain your Content upon termination of the applicable Service. UPPLUCK will, at your written request, expunge all data associated with your UPPLUCK account.
10. Limitation of Liability: IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, INCLUDING WITHOUT LIMITATION DAMAGES FOR INJURY TO PERSON OR PROPERTY, LOST PROFITS OR REVENUE, LOST SALES OR LOSS OF USE OF ANY PRODUCT, LOSS OF DATA, OR LOSS OF PERSONAL INFORMATION CONTAINED IN ANY PERSONAL ELECTRONIC DEVICE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF EACH OF UPPLUCK, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO UPPLUCK FOR USE OF THE SERVICES AT ISSUE DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.
11. Disclaimer of Liability - Copyright and Intellectual Property: We respect the intellectual property of others and ask that you do too. We respond to notices of alleged copyright infringement if they comply with the law. We reserve the right to delete or disable content alleged to be infringing and terminate accounts of repeat infringers. UPPLUCK is in no way responsible for anything you post. UPPLUCK is in no way responsible for any violations of copyright or intellectual property laws. It is strictly your responsibility to ensure that all copyright and other laws are followed, and you are solely liable for any breach thereof.
12. Warranties: UPPLUCK represents and warrants that it will provide the Services in a professional manner consistent with general industry standards and that the Services will perform substantially in accordance with the Documentation. For any breach of a warranty, your exclusive remedy shall be as provided in Section 11.
    
    UPPLUCK WARRANTS THAT THE SERVICES WILL PERFORM IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH THE DOCUMENTATION. UPPLUCK DOES NOT GUARANTEE THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT UPPLUCK WILL CORRECT ALL SERVICE ERRORS. CUSTOMER ACKNOWLEDGES THAT UPPLUCK DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. THIS SECTION SETS FORTH THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY UPPLUCK (EXPRESS OR IMPLIED) WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. NEITHER UPPLUCK NOR ANY OF ITS LICENSORS OR OTHER SUPPLIERS WARRANT OR GUARANTEE THAT THE OPERATION OF THE SUBSCRIPTION SERVICE WILL BE UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, NOR SHALL UPPLUCK OR ANY OF ITS SERVICE PROVIDERS BE LIABLE FOR UNAUTHORIZED ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER'S OR ANY USER'S DATA, FILES, OR PROGRAMS.
13. Waiver, Mistake: UPPLUCK's waiver of any provision herein or any breach thereof, shall not constitute a waiver of any subsequent breach thereof, nor of any other provision herein.
14. Agreement Changes:
    1. Changes to Terms: UPPLUCK may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to Services, and to account for new Services or functionality. The most current version will always be posted on the UPPLUCK website. If an amendment is material, as determined in UPPLUCK's sole discretion, UPPLUCK will notify you by email. Notice of amendments may also be posted upon your login to your account. Changes will be effective no sooner than the day they are publicly posted. In order for certain changes to become effective, applicable law may require UPPLUCK to obtain your consent to such changes, or to provide you with sufficient advance notice of them. If you do not want to agree to any changes made to the terms for a Service, you should stop using that Service, because by continuing to use the Services you indicate your agreement to be bound by the updated terms.
    2. Changes to Services: UPPLUCK constantly changes and improves the Services. UPPLUCK may add, alter, or remove functionality from a Service at any time without prior notice. UPPLUCK may also limit, suspend, or discontinue a Service at its discretion.
15. Force Majeure: Each party will be excused from performance for any period during which, and to the extent that, such party or any subcontractor is prevented from performing any obligation or Service, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence, including without limitation, acts of God, strikes, lockouts, riots, acts of terrorism or war, epidemics, communication line failures, and power failures.
16. Governing Law: The terms and conditions shall be governed by and interpreted in accordance with the law of the State of Missouri (without regard to its conflict of law provisions). Any legal action or proceeding arising from or in connection with these terms and conditions shall be brought exclusively in the Courts of the State of Missouri or in the U.S. District Court of the Eastern District of Missouri. Except if prohibited by applicable law, each party submits to the exclusive jurisdiction of the courts listed above with respect to the subject matter of these Terms.
17. Severability: If any of these Terms is held to be invalid or unenforceable, the term shall be reformed to achieve as nearly as possible the same effect as the original term, and the remainder shall remain in full force.