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Upright Data, Inc.

Terms of Service

(last updated June 1, 2022)

These Upright Data, Inc. Terms of Service (these “Terms”) constitute a binding agreement between you and Upright Data, Inc. (“Upright Data”, “we”, or “us”) with respect to your access to and use of the Service (as defined below). The Service is offered subject to your acceptance of these Terms.

PLEASE READ THESE TERMS CAREFULLY. BY CLICKING “I ACCEPT” OR BY ACCESSING OR USING THE SERVICE OR ANY COMPONENT THEREOF IN ANY MANNER, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS AND BY SUCH OTHER TERMS, CONDITIONS, POLICIES, AND DOCUMENTS THAT MAY BE INCORPORATED HEREIN BY REFERENCE, INCLUDING, WITHOUT LIMITATION, THE UPRIGHT DATA PRIVACY POLICY; (B) AFFIRM THAT YOU ARE AT LEAST 18 YEARS OF AGE (OR HAVE REACHED THE AGE OF MAJORITY IN THE JURISDICTION WHERE YOU RESIDE); AND (C) IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER ORGANIZATION, REPRESENT AND WARRANT THAT YOU HAVE THE ORGANIZATIONAL AND LEGAL AUTHORITY TO ACCEPT THESE TERMS ON SUCH COMPANY’S OR OTHER ORGANIZATION’S BEHALF AND TO BIND SUCH COMPANY OR ORGANIZATION. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICE IN ANY MANNER. THESE TERMS REQUIRE THE USE OF BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES RATHER THAN JURY TRIALS OR CLASS ACTIONS, IN ACCORDANCE WITH THE TERMS OF SECTION 16 (ARBITRATION; JURY WAIVER; CLASS ACTION WAIVER) BELOW.

UPRIGHT DATA MAY REFUSE ACCESS TO OR USE OF THE SERVICE FOR NONCOMPLIANCE WITH THESE TERMS. THESE TERMS ARE VOID WHERE PROHIBITED BY LAW, AND ANY RIGHTS TO ACCESS OR USE THE SERVICE ARE REVOKED IN SUCH JURISDICTIONS.

  1. THE SERVICE. Upright Data operates an online couponing platform, known as “Giving Assistant,” through its website with a homepage at https://givingassistant.org/, its subdomains and/or other websites, and those associated mobile or desktop applications designated by Upright Data for use with such platform from time to time (collectively, the “Site”), including all other features, content, tools, applications, application program interfaces, widgets and other tools and services made available via the Site, including as the same may be modified or updated from time to time (collectively, the “Service”), which Service allows shoppers to access coupons and other deals provided by participating retailers (each, a “Brand”) that can be applied by the shopper when making online purchases from the applicable Brand.

  2. CHANGES TO THESE TERMS. Upright Data reserves the right to modify or change these Terms, in whole or in part, at any time and in its sole discretion. Any modifications or changes to these Terms will be effective immediately upon posting at the Site, unless otherwise specified in the updated Terms. Your continued access to and use of the Site or the Service confirms your acceptance of these Terms and any changes or modifications made to these Terms. You should review these Terms and the Privacy Policy frequently and ensure you understand all terms, conditions, and policies applicable to your access to and use of the Site and the Service.

  3. ACCESS TO THE SERVICE. Subject to and conditioned upon your compliance with these Terms, Upright Data hereby grants to you a personal, revocable, limited, non-transferable, non-exclusive right to access and use the Service in the manner more specifically described herein. Upright Data may suspend or terminate your access to the Service or any component thereof at any time and for any reason, including if Upright Data determines you have violated these Terms. We may modify, discontinue, or replace the Site, the Service, and/or the Data Participation Network or any Upright Network Site (each as defined below) from time to time in our sole discretion and without prior notice to you.

  4. RESTRICTIONS. You shall not and shall not attempt to: (i) copy, reproduce, modify, decompile, disassemble, or reverse engineer the Service or the Site or any associated software or materials (except to the extent that applicable law prohibits or restricts reverse engineering restrictions); (ii) provide any third parties with access to any of the Service, or use any of the Service or the Site for time sharing or similar purposes for the benefit of any third party; (iii) remove any copyright or proprietary notices contained in the Service or the Site or any output thereof; (iv) breach, disable or tamper with, or develop or use any workaround for, any security measure provided or used by the Service or the Site; (v) access the Service or the Site via any bot, web crawler or non-human user; (vi) misrepresent your identity; (vii) access or use (or permit a third party to access or use) the Service (including, without limitation, the Data Participation Network) or the Site for any unlawful purpose or for purposes of monitoring the availability, performance or functionality of the Service or the Site or for any other benchmarking or competitive purposes; or (viii) make any use of, or take any other action with respect to, the Site or the Service (including, without limitation, the Data Participation Network) or any component thereof in a manner that violates applicable law or any provision of these Terms. You are responsible for your use of the Site and the Service, your participation in the Data Participation Network, as applicable, and your compliance with these Terms. You shall comply with all applicable laws and regulations with respect to your access to or use of the Service, the Site, and your participation in the Data Participation Network, as applicable, including without limitation those pertaining to privacy, data security, and publicity.

  5. TECHNICAL REQUIREMENTS. You acknowledge and agree that access to and use of the Site and the Service by you is dependent upon access to telecommunications and Internet services. You acknowledge that Upright Data is not responsible for acquiring or maintaining any telecommunications or Internet services or other hardware or software that you may need to access and use the Service or the Site, or for any costs, fees, expenses, or taxes of any kind related to the foregoing.

  6. COUPONS. Upright Data may link or otherwise display on the Site coupons or other deals offered by Brands (“Coupons”). The linking to or display of any Coupon on the Site does not, and shall not be deemed to, constitute an endorsement by Upright Data of any Brand or its products or services. All Coupons are controlled by the applicable Brand, and may be subject to such additional terms, conditions, and/or limitations as may be established by the applicable Brand. Upright Data shall have no responsibility or liability to you with respect to the validity or availability of any Coupon, nor for any product or service available for purchase from a Brand through use of a Coupon. Where you make any purchase using any Coupon, such transaction is strictly between you and the applicable Brand, and Upright Data is not a party to, and shall have no responsibility or liability for or in relation to, such transaction.

  7. DATA PARTICIPATION NETWORK.

    1. Data Participation Network. In connection with Upright Data’s operation of its various websites and online services, including, without limitation, the Site and Service (collectively, the “Upright Network Sites”), Upright Data has developed a data sharing program that allows visitors to Upright Network Sites to leverage their data to increase the relevance and applicability of content made available to them by Upright Data, both on its own behalf and on behalf of third party users of Upright Data’s data and marketing service (collectively, the “Data Participation Network”), as detailed more specifically below. By accessing or using the Site or the Service, you consent to your participation in the Data Participation Network, including your provision of Participant Data (as defined below).
    2. Service Data. When you access the Site or otherwise use the Service, we collect certain information with respect to your activities on the Site and on those Brand websites that you access through the Service (collectively, “Service Data”). This Service Data may include, but is not limited to, your browsing behaviors on the Site (such as which Coupons you view or access) and your browsing and purchasing behaviors on Brand websites (such as which Brand products you view, which Brand products you ultimately purchase, and how much you spend in online purchases from the Brand website). Our collection and use of Service Data is critical to our operation of the Service and allows us to provide value to our users—namely by enabling us to determine the popularity of Service content and to more accurately tailor our Coupon offerings and advertisements to the needs of our user base. Service Data will be collected any time you access or use the Site or the Service, and by accessing or using the Site or the Service, you expressly consent to our collection and use of your Service Data, as detailed herein. If you do not want us to collect this Service Data, please do not access or use the Site or Service in any manner (including, without limitation, by using any Coupons linked or posted to the Site). For more information on our collection and use of Service Data, please review our Privacy Policy.
    3. Opt-in Data.
      1. Collection of Opt-in Data. When you select a Coupon for use in making a purchase from a Brand, you may be presented with a pop-up window that will ask if you would like to provide certain personal information to Upright Data in exchange for an enhanced discount with respect to your selected Coupon, as more specifically described below. This personal information may include: (i) your email address; (ii) your responses to marketing questions posed to you by Upright Data; and/or (iii) such other information as Upright Data may specifically request from you in the applicable pop-up window (collectively, “Opt-in Data” and, together with Service Data, “Participant Data”). Please note that you are not required to provide any Opt-in Data. Any submission of Opt-in Data by you is voluntary and is made at your discretion. If you choose not to provide Opt-in Data, you will still be able to access the Site and the Service, and use Coupons posted or linked to the Site, however you will not be entitled to receive, and will not have access to, any enhanced discounts. For more information on our collection and use of Opt-in Data, please review our Privacy Policy.
      2. Enhanced Coupon Discount. When you elect to participate in this additional data sharing by clicking “I Accept” (or such other acceptance language as may be displayed on the opt-in pop-up from time to time), you will be redirected to the applicable Brand website to complete your purchase after you have provided the requested Opt-in Data to Upright Data. When the Coupon you selected is applied to your purchase through the Brand website, the Coupon discount amount will be increased by the enhanced discount amount set forth on the pop-up window by which you opted in to provide the Opt-in Data. The enhanced discount amount will only be available for use during your current browsing session on the applicable Brand website, and may only be used when you make a qualifying purchase on the Brand website using your selected Coupon. If you fail to make a qualifying purchase on the Brand website using the selected Coupon, if you navigate away from the Brand website prior to completing your purchase, or if your browsing session is otherwise closed or expires prior to you completing your purchase, the enhanced discount amount will no longer be available for use. You agree and acknowledge that the application of the enhanced discount to the Coupon discount amount constitutes the full and complete consideration due to you for your provision of Opt-in Data and for Upright Data’s collection and use of the same, whether or not you actually apply the Coupon and enhanced discount to any qualifying Brand purchase. Upright Data shall have no liability or obligation to you as a result of your failure or inability to make use of the enhanced discount, nor shall your failure or inability to make use of the enhanced discount invalidate or otherwise impact Upright Data’s rights to collect and use your Opt-in Data in accordance with the terms of the Privacy Policy.
    4. *Use of Participant Data. Participant Data may be combined with other of your personal information collected through other Upright Network Sites (where you have consented to collection of your personal information by those websites), and may be used and transmitted by Upright Data across and in support of the Data Participation Network, including in connection with our operation of our external data and marketing service. More specifically, we may collect, examine, manipulate, aggregate, analyze, create analysis using, reproduce and otherwise use your Participant Data to identify trends and insights with respect to your purchasing behaviors and preferences, which we may use to display targeted advertisements to you on behalf of those data and marketing service users and to otherwise help tailor our Coupon offerings and advertisements to your needs and preferences and to those of our other Service users. If you have elected to provide Opt-in Data to us, we may also use your Participant Data and the trends and insights identified through our analysis thereof to contact you via email regarding the goods and services of our data and marketing service users in which you may be interested. Please note that Upright Data does not sell any personal information, even under the broad CCPA definition of a “sale.” We do not distribute your Participant Data directly to users of our data and marketing services; rather, Participant Data (and any trends and insights we identify from your Participant Data) will only be available to users of our data and marketing services on an aggregated basis that does not identify any particular data subject, and only for purposes of allowing such users to select and utilize our data and marketing services. For more information on our collection and use of Participant Information, and on your rights to opt-out of or limit the same, please see our Privacy Policy.
    5. License of Participant Data. In furtherance of the data sharing contemplated in the preceding paragraphs, (i) by accessing or using the Site or the Service in any manner (with respect to Service Data), and (ii) by clicking “I Accept” or such other acceptance language as may be displayed on the opt-in pop-up from time to time (with respect to Opt-in Data), you grant to Upright Data a nonexclusive, worldwide, transferable, sublicensable, perpetual and irrevocable (except as otherwise set forth in Section 7(f) with respect to our use of your email address), royalty-free, fully paid-up license to collect, examine, manipulate, aggregate, analyze, create analysis using, reproduce, disclose, and otherwise use your Participant Data for the purposes set forth herein and in the Privacy Policy.
    6. Opt-out Rights. If you have previously elected to provide Upright Data with Opt-in Data but no longer wish to permit Upright Data to contact you via email regarding the goods and services of our data and marketing service users, you may opt-out from receiving further emails by contacting us at [email protected]. You may also have the right to request, under certain circumstances, that we delete your personal information that we have previously collected. Please review our Privacy Policy for more information on your opt-out and data deletion rights.

  8. TERM AND TERMINATION. These Terms shall remain in full force and effect while you access or use the Site or the Service. Upright Data may terminate or restrict your access to any or all of the Service (including, without limitation, the Data Participation Network) for any reason and without warning, and Upright Data reserves the right to discontinue or modify any aspect of the Site, the Service, or the Data Participation Network at any time. Any termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. Upon termination of these Terms, you will immediately cease all use of the Service.

  9. PRIVACY. You acknowledge and agree that, notwithstanding anything else herein, all information collected by Upright Data is subject to our Privacy Policy. By accessing or using the Service, you consent to all actions we take with respect to your information in compliance with our Privacy Policy.

  10. INTELLECTUAL PROPERTY.

    1. Upright Data Intellectual Property. As between you and Upright Data, the Service, the Site, the Upright Network Sites, the Data Participation Network, any insights, analysis, know-how, materials, work product, or other content generated by Upright Data through the exercise of its rights hereunder (including, without limitation and where authorized, any analysis of your Participant Data), and all software and other technologies embodied in or used to provide any of the foregoing, and all intellectual property rights therein or relating thereto, are and shall remain the exclusive property of Upright Data and/or its licensors.
    2. Participant Data. Subject to the rights and licenses granted to Upright Data hereunder (including, without limitation, as set forth in Section 7(e) hereof and in the Privacy Policy), as between you and Upright Data, your Participant Data shall be deemed to be owned by you.
    3. Feedback. To the extent you provide Upright Data with any suggestions, feature requests, evaluation results, feedback, or other input in relation to any aspect of the Site, the Service, or the Data Participation Network (collectively, “Feedback”), you hereby assign and agree to assign to Upright Data all right, title and interest in and to such Feedback, including any intellectual property rights therein, and agree that Upright Data will be free to use such Feedback in any manner, including by implementing such Feedback in the Site, the Service, the Data Participation Network, and/or Upright Data’s other technologies, products and services, without compensation or other obligation to you.

  11. THIRD PARTY APPLICATIONS. The Service and/or the Site may contain links to or otherwise allow you to access third party applications and services (including, by way of example and not limitation, those of the Brands) (collectively, “Third Party Services”) that are not owned or controlled by Upright Data. When you access third party websites or Third Party Services, you do so at your own risk. Upright Data encourages you to be aware when you leave the Site and the Service and to read the terms and conditions and privacy policy of each third-party website or Third Party Service (“Third Party Terms”) that you visit or from which you access any product or service. Upright Data has no control over, and assumes no responsibility for, the content, accuracy, Third Party Terms, products and services, or practices of any third-party website or Third Party Service. In addition, Upright Data will not and cannot monitor, verify, censor, or edit the content of any third-party website or Third Party Service. When you visit or use a third party’s website or Third Party Service, you acknowledge that such website or Third Party Service is subject to the applicable Third Party Terms, and you release us from any liability directly arising from your use of such websites or Third Party Services. You acknowledge that we are not responsible for such third parties or their products or services. Any such activities, and any Third Party Terms associated with such activities, are solely between you and the applicable third party.

  12. DISCLAIMER OF WARRANTIES. THE SERVICE, THE SITE, AND THE DATA PARTICIPATION NETWORK ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, AND UPRIGHT DATA HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, TITLE, AND NON-INFRINGEMENT. NEITHER UPRIGHT DATA NOR ANY PERSON ASSOCIATED WITH UPRIGHT DATA MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE, THE SERVICE, OR THE DATA PARTICIPATION NETWORK. WITHOUT LIMITING THE FOREGOING, NEITHER UPRIGHT DATA NOR ANYONE ASSOCIATED WITH UPRIGHT DATA REPRESENTS OR WARRANTS THAT THE SERVICE, THE SITE, THE DATA PARTICIPATION NETWORK, OR ANY RESULTS GENERATED FROM THE USE OF THE SAME (INCLUDING, WITHOUT LIMITATION, ANY DISCOUNTS AVAILABLE OR PURPORTED TO BE AVAILABLE THROUGH COUPONS OR ENHANCED DISCOUNTS), WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICE, THE SITE, THE DATA PARTICIPATION NETWORK, OR THE SERVERS THAT MAKE THE FOREGOING AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICE, THE SITE, THE DATA PARTICIPATION NETWORK, OR ANY COUPONS, ENHANCED DISCOUNTS, ADVERTISEMENTS OR OTHER CONTENT MADE AVAILABLE TO YOU THERETHROUGH WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. AS BETWEEN YOU AND UPRIGHT DATA, YOU ASSUME ALL RISK IN CONNECTION WITH YOUR USE OF AND RELIANCE ON THE SERVICE, THE SITE, THE DATA PARTICIPATION NETWORK, AND ALL CONTENT AND RESULTS GENERATED THEREBY (INCLUDING, WITHOUT LIMITATION, ALL COUPONS, ENHANCED DISCOUNTS, AND ADVERTISEMENTS). WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND ACKNOWLEDGE THAT ANY COUPONS LINKED OR POSTED TO THE SITE AND ANY BRAND-SPECIFIC ADVERTISING ARE PROVIDED AND MADE AVAILABLE BY THE APPLICABLE BRAND OR BY THIRD PARTIES, AND THAT UPRIGHT DATA SHALL HAVE NO OBLIGATION OR LIABILITY FOR YOUR USE OF, INABILITY TO USE, OR RELIANCE ON ANY COUPON OR ADVERTISEMENT. ANY POSTING OR LINKING OF A COUPON, ADVERTISEMENT, OR OTHER BRAND CONTENT TO THE SITE OR THE SERVICE, OR (WHERE YOU HAVE PROVIDED OPT-IN DATA) ANY EMAIL CORRESPONDENCE SENT TO YOU BY US WITH RESPECT TO THE SAME, DOES NOT CONSTITUTE AN ENDORSEMENT BY UPRIGHT DATA OF SUCH BRAND OR ITS PRODUCTS OR SERVICES. ANY PURCHASE MADE BY YOU FROM ANY BRAND IS DONE AT YOUR OWN ELECTION AND AT YOUR OWN RISK.

Some jurisdictions do not allow the exclusion or limitation of certain warranties, so some of the exclusions and/or limitations in this Section 12 may not apply to you.

  1. INDEMNITY. You agree to indemnify, defend, and hold Upright Data and its owners, officers, directors, employees, agents, licensors, and service providers harmless from and against any claims, liabilities, losses, damages, judgments, awards, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from your access to and use of the Service, the Site, any Upright Network Site, the Data Participation Network, or any violation of these Terms or applicable law. We reserve the right, at our own expense, to assume the exclusive defense and control of any action subject to indemnification by you, and in such event you agree to cooperate with us in defending such action.

  2. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL UPRIGHT DATA OR ITS OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE SERVICE, THE SITE, OR THE DATA PARTICIPATION NETWORK, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE, OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. IF, NOTWITHSTANDING THE PROVISIONS OF THIS SECTION, UPRIGHT DATA IS FOUND LIABLE FOR ANY LOSS OR DAMAGE UNDER ANY LEGAL THEORY RELATING IN ANY WAY TO THE SUBJECT MATTER OF THESE TERMS, IN NO EVENT WILL UPRIGHT DATA’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY EXCEED $100 USD. If you are not satisfied with the Service, your sole and exclusive remedy is to cease all use of the Service, the Site, and the Data Participation Network. Some jurisdictions do not allow the exclusion or limitation of certain consequential damages, so some of the exclusions and/or limitations in this Section 14 may not apply to you.

You and Upright Data each understand and agree that the disclaimers, exclusions, and limitations in this Section 14 and in Section 12 are essential elements of these Terms and that they represent a reasonable allocation of risk. In particular, you understand that Upright Data would be unable to make the Site, the Service, or the Data Participation Network available to you except on these terms and agree that these Terms will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.

  1. HELP DESK. If you encounter technical problems when using the Service, please email [email protected].

  2. ARBITRATION; JURY WAIVER; CLASS ACTION WAIVER PLEASE READ THIS SECTION CAREFULLY. IT IMPACTS THE RIGHTS THAT YOU MAY OTHERWISE HAVE. IT PROVIDES FOR RESOLUTION OF MOST DISPUTES THROUGH INDIVIDUAL ARBITRATION INSTEAD OF TRIAL COURTS AND CLASS ACTIONS. THIS “ARBITRATION; JURY WAIVER; CLASS ACTION WAIVER” SECTION SURVIVES ANY EXPIRATION OR EARLIER TERMINATION OF THESE TERMS. Informal Dispute Resolution. As a condition precedent which must be satisfied prior to initiating any arbitration or other action against the other party, both you and Upright Data agree to the following dispute resolution procedure: In the event of any controversy, claim, action or dispute arising out of or related to the Site or the Service (including, without limitation, the Data Participation Network), or the breach, enforcement, interpretation, or validity of these Terms ("Claim"), the party asserting the Claim must first try in good faith to settle such Claim by providing written notice, by first class or registered mail, to the other party describing the facts and circumstances (including any supporting documentation) of the Claim. The party asserting the Claim must allow the receiving party 30 days in which to respond to or settle the Claim.
    For purposes of this Section, notices must be sent as follows:

    • If to Upright Data: to Upright Data, Inc., 1240 Rosecrans Ave #120, Manhattan Beach, CA 90266, with a copy emailed to [email protected].
    • If to you: any email address provided by you to Upright Data or otherwise reasonably identified by Upright Data as being associated with you.

Arbitration. To the extent you cannot resolve any Claim through the informal dispute resolution procedure set forth above, and except as otherwise set forth herein, a Claim must be resolved through binding individual arbitration. You agree to give up your right to go to court to assert or defend your rights under these Terms and with respect to any Claim. You and Upright Data each expressly delegate to the arbitrator the authority to determine the arbitrability of any Claim, including the scope, applicability, validity, and enforceability of this arbitration provision. To begin an arbitration proceeding, you must send a written request to Upright Data at: Upright Data, Inc., 1240 Rosecrans Ave #120, Manhattan Beach, CA 90266, with a copy emailed to [email protected]. You agree that the arbitration will be conducted by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules (“AAA Rules”), as modified by this Arbitration Agreement. The AAA Rules are available on the AAA’s website www.adr.org, or by calling the AAA at (800) 778-7879. In accordance with the AAA Rules, you must also send a copy of your written demand for arbitration to AAA when submitting your request to Upright Data. In the event that the AAA is unable or unwilling to initiate arbitration within fourteen (14) days of receiving a demand for arbitration, arbitration may be conducted by JAMS, Inc. (in accordance with its Streamlined Arbitration Rules & Procedures) or by any other mutually agreeable arbitration administration service. You and Upright Data each agree that these Terms evidence a transaction in interstate commerce and that this arbitration provision will be interpreted and enforced in accordance with the U.S. Federal Arbitration Act and federal arbitration law and will not be governed by state law. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The arbitration will be conducted in the English language. An arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory relief to the extent required to satisfy your individual claim, and must follow and enforce these Terms as a court would. Any arbitration shall be confidential, and neither you nor Upright Data may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award. Judgment on any arbitration award may be entered in any court having proper jurisdiction. In lieu of arbitration, and notwithstanding anything in this Section to the contrary, either you or Upright Data may bring any individual claim in small claims court consistent with the jurisdictional and dollar limits that may apply, but only if it is brought and maintained as an individual claim. Additionally, and notwithstanding anything herein to the contrary, nothing in this Section shall prohibit you or Upright Data from seeking temporary injunctive relief in a court of competent jurisdiction to prevent an imminent or stop an actual breach of these Terms.

Class Action and Jury Waiver. You and Upright Data each agree that any proceeding, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. If a court or arbitrator determines in an action between you and Upright Data that this class action waiver is unenforceable, the arbitration agreement set forth above will be void as to you. If for any reason a Claim proceeds in court rather than through arbitration, you and we each waive any right to a jury trial. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SITE, THE SERVICE, OR THE DATA PARTICIPATION NETWORK MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OR CLAIM ACCRUES, OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. 17. MISCELLANEOUS.

  1. Service Availability. You agree and acknowledge that the Site, the Service, and/or the Data Participation Network (or certain portions or functionality thereof) may be temporarily unavailable due to maintenance or other development activities. Upright Data will use commercially reasonable efforts to provide you with advance notice of any such unavailability, but shall not have any liability to you for any planned or unplanned unavailability or downtime.
  2. Force Majeure. We will not be liable for any delay or failure in the performance of our obligations under these Terms if the delay or failure is due to any cause outside of our reasonable control.
  3. Assignment. You may not assign or transfer any rights to any other person without Upright Data’s prior written consent. Upright Data may assign or transfer these Terms without restriction. Any purported assignment in violation of this paragraph is void and of no effect. These Terms shall be binding on the parties and their permitted successors and assigns. A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.
  4. Governing Law and Venue. These Terms and any dispute or claim arising out of or related to these Terms, their subject matter, or their formation (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of California, other than such laws and case law that would result in the application of the laws of a jurisdiction other than the State of California. The United Nations Convention on Contracts for the International Sale of Goods shall have no applicability. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts located in Los Angeles County, California.
  5. Notices. Any notice given under these Terms by any party to another party must be in writing and sent by email, and will be deemed to have been given upon transmission. Notices to Upright Data must be sent to [email protected]. Notices to you will be sent to any email address provided by you to Upright Data or otherwise reasonably identified by Upright Data as being associated with you. For contractual purposes, you consent to receive communications from us in electronic form, and you agree that these Terms, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
  6. Severability and Waiver. If any part or provision of these Terms is held by a court of competent jurisdiction to be invalid, unenforceable, or in conflict with the law, that part or provision shall be replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision, and the remainder of these Terms will continue in full force and effect. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If we waive any breach of these Terms, such waiver will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
  7. Entire Agreement. These Terms, together with the Privacy Policy, constitute the sole and entire agreement between you and Upright Data with respect to the subject matter hereof, and supersede and extinguish all prior agreements, representations (whether oral or written), and understandings regarding such subject matter. The provisions of the following Sections of these Terms will survive any termination of these Terms: Sections 2; 4; 5 (with respect to the final sentence thereof); 6-14; and 16-17.

For more information or other questions, please contact our customer support team by email at [email protected]. You may report a complaint, if you are a resident of California, to the Complaint Assistance Unit of the Division of Consumer Services at the California Department of Consumer Affairs by telephone at (800) 952-5210 or by mail at 400 R Street, Sacramento, CA 95814, United States.