(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.
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.
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.
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.
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.
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.
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.
DATA PARTICIPATION NETWORK.
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.
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.
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.
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.
HELP DESK. If you encounter technical problems when using the Service, please email email@example.com.
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:
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 firstname.lastname@example.org. 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.
For more information or other questions, please contact our customer support team by email at email@example.com. 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.