Welcome to Upscaler.
Please read these terms of service ("TOS") and our Privacy Policy (together, these "Terms") carefully as they form a contract between You and Innowrap Technologies ("Innowrap", "Our, "We" or "Us") having primary office at the address '#504, 5th Floor, Thakur Cinema Building, Above Pizza Hut, Thakur Village, Kandivali (e), Mumbai, Maharashtra, India, 400101' and govern use of and access to the Our app or web console (together, there "Services") by You, Your Affiliates, Users and End-Customers whether in connection with a paid subscription to the Services or a free trial of the Service. In the event of a conflict between these terms of service and our Privacy Policy, these terms of service shall prevail.
By accessing or using the Services, or authorizing or permitting any Agent or End-User to access or use the Services, You agree to be bound by these Terms. If You are entering into these Terms on behalf of a company, organization or another legal entity (an "Entity"), You are agreeing to these Terms for that Entity and representing to Us that You have the authority to bind such Entity and its Affiliates to these Terms, in which case the terms "Upscaler User" "You," "Your" or related capitalized terms herein shall refer to such Entity and its Affiliates. If You do not have such authority, or if You do not agree with these Terms, You must not accept these Terms and may not use the Services.
We may update the Services and our websites from time to time and may change content at any time. However, please note that any of the content on our websites may be out of date at any given time, and we are under no obligation to update it.
1. USE OF THE SERVICES
1.1 Subject to compliance by You, the Users and End-Customers with these Terms, You have the limited right to access and use the Services in accordance with the Service Plan(s) that You subscribe to for Your internal business purposes. You may not allow more third parties (other than Your Affiliates) to use your Account without prior notification to Us.
1.2 As part of the registration process, you will identify an Admin’s user name (in the form of an email address or phone number or user name) and password for your account. You may use these credentials to invite individuals to become Administrative Users, Moderators or Members (each with their own password). The total number of users is limited to the maximum number permitted for your account. You are responsible for maintaining the confidentiality of your login, password, and account and for all activities that occur under your login or account, including the activities of Members.
1.3 All users should be aware that your Administrative Users may have certain rights to access your account and may obtain related information in connection with the Services. The Administrators also set policies regarding your use of various aspects of the Services, including retention settings and the ability to preserve and export all communications in the account. Please also see the Privacy Policy for more information on these topics. Administrators are solely responsible for informing members of the applicable company policies, obtaining any legally required member consent to such policies, and for ensuring that all uses of the Services comply with applicable federal, state and/or international privacy laws.
1.4 In addition to complying with the other terms, conditions and restrictions set forth below in these Terms, You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party, other than Users and End-Customers in furtherance of Your internal business purposes as expressly permitted by these Terms; (b) use the Service To Process data on behalf of any third party other than Users or End-Customers; (c) modify, adapt, or hack the Service or otherwise attempt to gain unauthorized access to the Service or related systems or networks; (d) falsely imply any sponsorship or association with Innowrap; (e) use the Service in any unlawful manner, including but not limited to violation of any person’s privacy rights; (f) use the Service to send unsolicited or unauthorized junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages; (g) use the Service to store or transmit files, materials, data, text, audio, video, images or other content that infringes on any person’s intellectual property rights; (h) use the Service in any manner that interferes with or disrupts the integrity or performance of the Service and its components; (i) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any Software making up the Service; (j) use the Service to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; (k) use the Service to knowingly post transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software ("Malicious Software"); or (l) try to use, or use the Service in violation of these Terms.
1.5 You are responsible for compliance with the provisions of these Terms by Users and End-Customers and for any and all activities that occur under Your Account, as well as for all Your Data. Without limiting the foregoing, You are solely responsible for ensuring that Your use of the Service to store and transmit Your Data is compliant with all applicable laws and regulations. You also maintain all responsibility for determining whether the Service or the information generated thereby is accurate or sufficient for Your purposes. Subject to any limitation on the number of individual Users available under the Service Plan for which You subscribed, access to and use of the Service is restricted to the specified number of individual Users permitted under Your subscription to the Service. We will not be held liable for any damage or loss that may result from Your failure to protect Your login information, including Your password.
1.6 We reserve the right, in Our reasonable discretion, to temporarily suspend Your access to and use of the Service: (a) during planned downtime for upgrades and maintenance to the Service (of which We will use commercially reasonable efforts to notify You in advance through our Service) ("Planned Downtime"); (b) during any unavailability 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), or acts undertaken by third parties, including without limitation, distributed denial of service attacks; or (c) if We suspect or detect any Malicious Software connected to Your Account or use of the Service by You, Users, Your Affiliates or End-Customers. We will use commercially reasonable efforts to schedule Planned Downtime.
1.7 You will need a high speed Internet connection in order for the Services to function as intended. You are responsible for procuring and maintaining the network connections that connect Your network to the Service, including, but not limited to, "browser" software that supports protocols used by Us. We are not responsible for notifying You, Users, Your Affiliates or End-Customers of any upgrades, fixes or enhancements to any such software or for any compromise of data, including Your Data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated or controlled by Innowrap. We assume no responsibility for the reliability or performance of any connections as described in this section.
1.8 Where Our Services contain links to other websites and resources provided by third parties, these links are provided for Your information only. We have no control over the contents of those websites or resources.
2. DESCRIPTION OF SERVICE
The "Service(s)" means (a) Upscalers communication, messaging, archiving, analytics, pinning and search services and related systems and technologies, as well as the website www.upscaler.in ("Website"), and (b) all software (including the Software, as defined below), applications, data, reports, text, images, and other content made available by or on behalf of Us through any of the foregoing. "Upscaler" referred to herein means an online sales enabler for Enterprises that allows users to upscale their sales by learning about enterprise products, undergoing training. The Service may contain information, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Service (collectively, "Content").
The "Service" does not include Your Data (as defined below) or any software application or service that is provided by you or a third party, which you use in connection with the Service, whether or not Innowrapdesignates them as "official integrations". Any modifications and new features added to the Service are also subject to this TOS. We reserve the right to modify or discontinue the Service (or any Service plan) or any feature or functionality thereof at any time without notice to you. All rights, title and interest in and to the Service and its components (including all intellectual property rights) will remain with and belong exclusively to Innowrap.
You also understand and agree that the service may include certain communications from Innowrap, such as service announcements, administrative messages, etc., and that these communications are considered part of the Service and You will not be able to opt out of receiving them. You agree not to access the Service by any means other than through the interfaces that are provided by Innowrap for use in accessing the Service. Innowrap will provide the Service in accordance with this Agreement. Innowrap may at its sole discretion modify the features of the Service from time to time without prior notice.
3. INTELLECTUAL PROPERTY RIGHTS
3.1 Each of us shall maintain all rights, title and interest in and to all our respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, "Intellectual Property Rights"). The rights granted to You, Your Affiliates, Users and End-Customers to use the Service and the Websites under these Terms do not convey any additional rights in the Service or Websites, or in any Intellectual Property Rights associated therewith. Subject only to limited rights to access and use the Service and Websites as expressly stated herein, all rights, title and interest in and to the Service, the Websites and all hardware, Software and other components of or used to provide the Service and Websites, including all related Intellectual Property Rights, will remain with and belong exclusively to Innowrap. Innowrap shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Service and/or Websites or otherwise use any suggestions, enhancement requests, recommendations or other feedback We receive from You, Users, Agents or End-Customers. Innowrap’ other products and service names, and logos used or displayed on the Service or Websites are registered or unregistered trademarks of Innowrap (collectively, "Marks"), and You may only use such Marks to identify You as a User; provided You do not attempt, now or in the future, to claim any rights in the Marks, degrade the distinctiveness of the Marks, or use the Marks to disparage or misrepresent Innowrap, its services or products.
3.2 You must not use any part of the content on Our Websites for commercial purposes without obtaining a license to do so from us or Our licensors. We are the owner or the licensee of all Intellectual Property Rights in Our Websites, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
3.3 We claim no intellectual property rights over the content You upload or provide to the Service.
3.4 Notwithstanding anything to the contrary herein, you agree that We may obtain and aggregate technical and other data about your use of the Service that is non-personally identifiable with respect to you, including without limitation, time stamps, number of responses, times of responses, ("Aggregated Anonymous Data"), and We may use the Aggregated Anonymous Data to improve, support and operate the Service and otherwise for any business purpose during and after your use of the Service.
4. THIRD-PARTY SERVICES
If You decide to enable, access or use Other Services, be advised that Your access and use of such Other Services is governed solely by the terms and conditions of such Other Services, and We do not endorse, are not responsible or liable for, and make no representations as to any aspect of such Other Services, including, without limitation, their content or the manner in which they handle data (including Your Data) or any interaction between You and the provider of such Other Services. You irrevocably waive any claim against Innowrap with respect to such Other Services. Innowrap is not liable for any damage or loss caused or alleged to be caused by or in connection with Your enablement, access or use of any such Other Services, or Your reliance on the privacy practices, data security processes or other policies of such Other Services. You may be required to register for or log into such Other Services on their respective websites. By enabling any Other Services, You are expressly permitting Innowrap to disclose Your Data as necessary to facilitate the use or enablement of such Other Service.
5. BILLING, PLAN MODIFICATIONS AND PAYMENTS
5.1 Unless otherwise indicated, all charges associated with Your access to and use of the Service ("Subscription Charges") are due in full upon commencement of Your Subscription Term, and You hereby authorize Innowrap or its authorized agents, as applicable, to bill Your credit card or other accepted payment method beginning upon the commencement of Your Subscription Term (and any renewal thereof) in accordance with the terms of the Service Plan until You terminate Your Subscription as provided in these Terms or a Form. You acknowledge and agree that Innowrap may use a third party service provider to manage credit card and other payment processing; provided, that such service provider is not permitted to store, retain or use Your payment account information except to process Your credit card and other payment information for Innowrap. In order to ensure that we are able to process Your Subscription Charges without interruption, You must notify us of any change in Your credit card or other payment account information, either by updating Your Account on Our Website or otherwise. You will receive a receipt upon each receipt of payment by Innowrap, and You may obtain a receipt from within the Service. Any update made by You on the Service Plans shall authorize Innowrap to issue recurring transactions for subsequent terms until cancellation of the account.
5.2 Unless otherwise indicated, all Subscription Charges are non-refundable. There will be no refunds or credits for partial months of the Service or if You do not use the Service during a period of time when Your Account is open. Unless otherwise indicated, if You fail to pay Your Subscription Charges or charges for other services indicated on any Form referencing these Terms within a maximum of five (5) business days of Our notice to You that payment is due or delinquent, or if You do not update payment information upon Our request, in addition to Our other remedies, We may suspend or terminate access to and use of the Service by You, Users, Your Affiliates and End-Customers.
5.3 If You upgrade or downgrade Your Service Plan, Your credit card or other designated payment method will be charged Your new billing rate immediately upon your election to upgrade or downgrade.
5.4 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"). You are responsible for paying Taxes except those assessable against Innowrap based on its income. We will invoice You for such Taxes if We believe We have a legal obligation to do so and You agree to pay such Taxes if so invoiced.
6. DATA PRIVACY AND SECURITY; CONFIDENTIALITY
6.1 If You choose, or You are provided with, a user identification code, 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 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.
6.2 Subject to the express permissions of these Terms, You and Innowrap will protect each other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to these Terms, each of us may use each other’s Confidential Information solely to exercise our respective rights and perform our respective obligations under these Terms and shall disclose such Confidential Information solely to those of our 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 Section shall supersede any non-disclosure agreement by and between You and Innowrap entered prior to these Terms that would purport to address the confidentiality of Your Data and such agreement shall have no further force or effect with respect to Your Data, except to the extent any provisions thereof are intended or expressly stated to survive.
6.3 Innowrap will maintain commercially reasonable administrative, physical and technical safeguards to protect the security, confidentiality and integrity of Your Data. These safeguards may include encryption of Your Data in transmission (using SSL or similar technologies) as described further in Our Privacy Policy.
6.4 You agree that Innowrap and the service providers it utilizes to assist in providing the Service to You shall have the right to access Your Account and to use, modify, reproduce, distribute, display and disclose Your Data solely to the extent necessary to provide the Service, including, without limitation, in response to Your support requests. Any third party service providers We utilize will only be given access to Your Account and Your Data as is reasonably necessary to provide the Service and will be subject to confidentiality obligations. We may access or disclose information about You, Your Account, Users or End-Customers, including Your Data, in order to (a) comply with the law or respond to lawful requests or legal process; (b) protect Innowrapor its customers’ or partners’ rights or property, including enforcement of these Terms or other policies associated with the Services; (c) act on a good faith belief that such disclosure is necessary to protect personal safety or avoid violation of applicable law or regulation.
6.5 We collect certain information about You, Your Affiliates, Users and End-Customers as well as Your and their respective devices, computers and use of the Service. We use, disclose, and protect this information as described in Our Privacy Policy.
7. DISCLAIMER OF WARRANTIES
THE WEBSITES AND THE SERVICE, INCLUDING ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND INNOWRAP EXPRESSLY DISCLAIMS ANY AND ALL CONDITIONS, REPRESENTATIONS, WARRANTIES OR OTHER TERMS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
YOU ACKNOWLEDGE THAT INNOWRAP DOES NOT WARRANT THAT THE SERVICE OR WEBSITES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM INNOWRAP OR THROUGH THE SERVICE OR WEBSITES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
THE CONTENT ON OUR WEBSITES IS PROVIDED FOR GENERAL INFORMATION ONLY. IT IS NOT INTENDED TO AMOUNT TO ADVICE ON WHICH YOU SHOULD RELY. YOU MUST OBTAIN PROFESSIONAL OR SPECIALIST ADVICE BEFORE TAKING, OR REFRAINING FROM, ANY ACTION ON THE BASIS OF THE CONTENT ON OUR WEBSITES.
8. LIMITATION OF LIABILITY
8.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL INNOWRAP, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO ANY PERSON FOR (A): ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, SALES, GOODWILL, USE OR 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 INNOWRAP HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE FORESEEN SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF INNOWRAP AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, RELATING TO THE SERVICES WILL BE LIMITED TO AN AMOUNT EQUAL TO TWELVE MONTHS OF THE SUBSCRIPTION FEE FOR THE SERVICE PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE.
9. INDEMNIFICATION
You shall defend, indemnify, and hold harmless Innowrap from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from Your breach of these Terms, any of Your Data, or your (and your Members’) use or misuse of the Services. Innowrap shall provide notice to you of any such claim, suit or demand. Innowrap reserves the right to conduct the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Innowrap defense of such matters.
10. ASSIGNMENT; ENTIRE AGREEMENT; REVISIONS
10.1 You may not, directly or indirectly, by operation of law or otherwise, assign all or any part of these Terms or Your rights under these Terms or delegate performance of Your duties under these Terms without Innowrap’ prior consent. Subject to the foregoing restrictions, these Terms will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.
10.2 These Terms, together with any Form(s), constitute the entire agreement, and supersede any and all prior agreements between You and Innowrap with regard to the subject matter hereof. These Terms and any Form(s) shall prevail over the terms or conditions in any purchase order or other order documentation You or any Entity which You represent provides (all such terms or conditions being null and void), and, except as expressly stated herein, there are no other agreements, representations, warranties, or commitments which may be relied upon by either party with respect to the subject matter hereof. Notwithstanding the foregoing, additional terms may apply to certain features or functionality Innowrap offers through the Services (the "Additional Terms"). In those instances, Innowrap will notify You of such Additional Terms prior to the activation of these features or functionality and the activation of these features or functionality in Your Account will be considered acceptance of the Additional Terms. All such Additional Terms will be considered incorporated into these Terms when You or any User authorized as an administrator in Your Account activate the feature or functionality. Where there is a conflict between these Terms and the Additional Terms, the Additional Terms will control.
10.3 We may amend these Terms from time to time, in which case the new Terms will supersede prior versions. Please read these Terms of use carefully before You start to use our Service or Websites, as these will apply to Your use of the Service and our Websites. Please check these Terms from time to time to take notice of any changes we made, as they will be binding on You. We will notify You of any such amendment and Your continued use of the Service following the effective date of any such amendment may be relied upon by Innowrap as Your consent to any such amendment. Innowrap’ failure to enforce at any time any provision of these Terms does not constitute a waiver of that provision or of any other provision of the Terms.
11. 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. The failure of Innowrap to exercise any right provided for herein shall not be deemed a waiver of any right hereunder.
12. 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.
13. SURVIVAL
Sections on Intellectual Property Rights, Billing, Plan Modification and Payments, Data Privacy and Security; Confidentiality, Cancellation and Termination, Disclaimer of Warranties, Limitation of Liability, Survival and Governing Law and Dispute Resolution shall survive any termination of our agreement with respect to use of the Service by You, Users or End-Customers. Termination of such agreement shall not limit Your or Innowrap’ liability for obligations accrued as of or prior to such termination or for any breach of these Terms.
14. NOTICES; CONSENT TO ELECTRONIC COMMUNICATIONS
You agree that we may send You communications or data regarding Your Account and the Service, including but not limited to: (a) notices about Your use of the Services, including any notices concerning violations of use; (b) updates; and (c) any other issues related to Your Account, via electronic mail.
15. GOVERNING LAW AND DISPUTE RESOLUTION
These Terms shall be governed by the laws of India and all disputes arising hereunder shall be subject to the jurisdiction of courts, tribunals or any other applicable forum at Mumbai.
16. PUBLICITY
You agree that We may identify You as Our customer on Our Websites and/or marketing collateral and use Your logo for that purpose.
