Terms of Use

Thanks for using Upscribe. Please read these Terms carefully! By signing up or using Upscribe, you’re agreeing to the Terms. This is a legal agreement.

We’ll start with the basics, including a few definitions that will help you understand this agreement. Upscribe (“Upscribe” or the “Service”) is an electronic newsletter service that is offered through the URL http://upscri.be (the “Website”) that allows you to create, send and manage email messages (each an “Email”) to a list of email addresses. Upscribe is owned and operated by Upscribe d/b/a Upscribe, a Georgia limited liability corporation (“Upscribe”, “we”, or “us”). As a customer of the Service or a representative of an entity that’s a customer of the Service, you’re a “Member” according to this agreement (or “you”). These Terms of Use (these “Terms,” including our Privacy Policy, ) define the terms and conditions under which you’re allowed to use Upscribe.

Account

1. Eligibility

In order to use Upscribe, You must:

be at least eighteen (18) years old and able to enter into contracts;
complete the registration process;
agree to the Terms; and
provide true, complete, and up to date contact information.

By using Upscribe, you represent and warrant that you meet all the requirements listed above, and that you won’t use Upscribe in a way that violates any laws or regulations. (Representing and warranting” is like making a legally enforceable promise.) Upscribe may refuse service, close accounts of any users, and change eligibility requirements at any time.

2. Term

The Term begins when you sign up with Upscribe and continues as long as you use the Service. Clicking the button and entering your username means that you’ve officially “signed” the Terms. If you sign up for Upscribe on behalf of a company or other entity, you represent and warrant that you have the authority to accept these Terms on their behalf.

3. Closing Your Account

You or Upscribe may terminate this Agreement at any time and for any reason by giving Notice to the other party. We may suspend our Service to you at any time, with or without cause. Once terminated, we may permanently delete all the data associated with it, including your emails from our Website. If you don’t log in to your account for 12 or more months, we may treat your account as “inactive” and permanently delete the account and all the data associated with it.

4. Changes

We may change any of the Terms by posting the revised Terms of Use on our Website and/or by sending an email to the last email address you gave us. Unless you terminate your account within ten (10) days, the new Terms will be effective immediately and apply to any continued or new use of Upscribe. We may change the Website, the Service, or any features of the Service at any time.

5. Charges

We’re glad to offer Upscribe as a free service, but we may begin to charge for Upscribe at any time by changing these Terms and posting a pricing schedule to the Website.

6. Account and Password

You’re responsible for keeping your account name and password confidential. You’re also responsible for any account that you have access to, whether or not you authorized the use. You’ll immediately notify us of any unauthorized use of your accounts. We’re not responsible for any losses due to stolen or hacked passwords. We don’t have access to your current password, and for security reasons, we may only reset your password.

7. Account Disputes

We don’t know the inner workings of your organization or the nature of your personal relationships, and we don’t arbitrate disputes over who owns an account. You won’t request access to or information about an account that’s not yours, and you’ll resolve any account-related disputes directly with the other party. We decide who owns an account based on the content of the emails in that account, and if multiple people or entities are identified in the content, then we’ll rely on the contact information listed for that account.

Rights

8. Proprietary Rights Owned By Us

You will respect our proprietary rights in the Website and the software used to provide Upscribe. Proprietary rights include, but are not limited to, any patents, trademarks, service marks and copyrights. You may only use our brand assets according to our Brand Guidelines.

9. Proprietary Rights Owned By You

You represent and warrant that you either own or have permission to use all of the material in your Emails. You retain ownership of the materials that you upload to the Service. We may use or disclose your materials only as described in these Terms and our Privacy Policy.

10. Privacy Policy

You agree that we may access, collect, use and disclose your information according to our Privacy Policy. Our Privacy Policy will be treated as part of these Terms.

11. Right to Review Email Campaigns

We may view, copy, and internally distribute content from your Emails and account to create algorithms and programs (“Tools”) that help us spot problem accounts. We use these Tools to find Members who violate these Terms or laws. For example, We study data internally to make our Email Genome Project smarter and create better experiences for senders and subscribers.

Rules and Abuse

12. General Rules

You promise to follow these rules:

You won’t send Spam! By “Spam,” we mean the definition on the Spamhaus website. (In short, it means unsolicited bulk email.)
You won’t use purchased, rented, or third-party lists of email addresses.
You won’t violate our Acceptable Use Policy, which is part of this Agreement.
If you violate any of these rules, then we may suspend or terminate your account.

13. Bandwidth/Abuse Throttling

You may only use our bandwidth for your Upscribe emails, and we may throttle your sending at our discretion.

14. Compliance with Laws

You represent and warrant that your use of Upscribe will comply with all applicable laws and regulations. You’re responsible for determining whether our Services are suitable for you to use in light of any regulations like HIPAA, GLB, EU Data Privacy Laws, or other laws. If you’re subject to regulations (like HIPAA) and you use our Service, then we won’t be liable if our Service doesn’t meet those requirements. If you’re located in the European Economic Area (EEA) or send to anyone in the EEA, you represent and warrant that in creating your Email distribution list, sending Emails via Upscribe and collecting information as a result of sending Emails, you:

Will clearly describe in writing how you plan to use any data collected, including for your use of Upscribe. You’ll get express consent to transfer data to Upscribe and be processed, and you’ll otherwise comply with whatever privacy policy you have posted.

Have complied, and will comply, with all regulations, as well as data protection, electronic communication, and privacy laws that apply to the countries where you’re sending any form of email through Upscribe.
Have collected, stored, used and transferred all data relating to any individual in compliance with all data protection laws and regulations. You have permission to allow Upscribe to receive and process data and send communications to that individual on your behalf.

Agree to indemnify and hold us harmless from any losses, including attorney fees, that result from your breach of any part of these warranties. Have signed our Data Processing Agreement.

15. U.S. Export Controls

The software that supports the Services (the “Software”) is subject to United States export controls. Export laws are set up by the government to keep certain goods and services from reaching other countries, usually because of security concerns or trade agreements. None of the Software may be downloaded or otherwise exported or re-exported in violation of United States export laws. You’re downloading and using the Software at your own risk.

16. Reporting Violations

If you become aware that anyone is violating any of the Terms of this Website, please notify us immediately.

Liability

17. Limitation of Liability

To the maximum extent permitted by law, you assume full responsibility for any loss that results from your use of the Website and the Services, including any downloads from the Website. We and our Team won’t be liable for any indirect, punitive, special or consequential damages under any circumstances, even if they’re based on negligence or we’ve been advised of the possibility of those damages.

18. No Warranties

To the maximum extent permitted by law, we provide the material on the Website and the Service as is. That means we don’t provide warranties of any kind, either express or implied, including but not limited to warranties of merchantability and fitness for a particular purpose. Since people use Upscribe for a variety of reasons, we can’t guarantee that it will meet your specific needs.

19. Indemnity

You agree to indemnify and hold our Team harmless from any losses (including attorney fees) that result from any claims you make that aren’t allowed under these Terms due to a “Limitation of Liability” or other provision. (Indemnity is an agreement to compensate someone for a loss.) You also agree to indemnify and hold us harmless from any losses (including attorney fees) that result from third-party claims that you or someone using your password did something that, if true, would violate any of these Terms.

20. Attorney Fees

If we file an action against you claiming you breached these Terms and we prevail, we’re entitled to recover reasonable attorney fees and any damages or other relief we may be awarded.

21. Equitable Relief

If you violate these Terms, then we may seek injunctive relief (meaning we may request a court order to stop you) or other equitable relief.

22. Subpoena Fees

If we have to provide information in response to a subpoena related to your account, then we may charge you for our costs. These costs may include attorney and employee time spent retrieving the records, preparing documents, and participating in a deposition.

23. Disclaimers

We disclaim and aren’t responsible for the behavior of any advertisers, linked websites or other Members.

Fine Print

24. Notice to U.S. Government End Users

The Software and Website, including all documentation, are “Commercial Items,” as that term is defined at 48 C.F.R. §2.101, and consist of “Commercial Computer Software” and “Commercial Computer Software Documentation.” The Commercial Computer Software and Commercial Computer Software Documentation are licensed to U.S. Government end users:

only as Commercial Items,
with the same rights as all other end users, and
according to the Terms
Published and Unpublished rights are reserved under the copyright laws of the United States. Manufacturer is Upscribe, 20510 74B Ave Langley, BC Canada

25. Assignments

You may not assign any of your rights under this agreement to anyone else. We may assign our rights to any other individual or entity at our discretion.

26. Choice of Law

The Prodince if British Columbia’s laws, except for conflict of laws rules, will apply to any dispute related to these Terms or the Service. Any dispute related to the Terms, the Privacy Policy, or the Service itself will be decided by the province and federal courts in British Columbia and each party will be subject to the jurisdiction of those courts.

27. Force Majeure

We won’t be held liable for any delays or failure in performance of any part of the Service, from any cause beyond our control. This includes, but is not limited to, acts of God, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, zombie apocalypse, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers or third-party internet service providers.

28. Survivability

Even if this Agreement is terminated, the following sections will continue to apply: Proprietary Rights Owned by Us, Proprietary Rights Owned by You, Compliance with Laws, Limitation of Liability, No Warranties, Indemnity, Choice of Law, Severability and Entire Agreement.

29. Severability

If it turns out that a section of this Agreement isn’t enforceable, then that section will be removed or edited as little as necessary, and the rest of the Terms will still be valid.

30. Interpretation

The headers and sidebar text are provided only to make this agreement easier to read and understand. The fact that we wrote these Terms won’t affect the way this Agreement is interpreted.

31. Amendments and Waiver

Amendments or changes to these Terms won’t be effective until we post revised Terms on the Website. That aside, additional terms may apply to certain features of the Service (the “Additional Terms”). The Additional Terms will be considered incorporated into these Terms when you activate the feature. If we don’t immediately take action on a violation of these Terms, we’re not giving up any rights under the Terms, and we may still take action at some point.

32. No Changes in Term at Request of Member

Because we have so many Members, we can’t change these Terms for any one Member or group. If we did that, keeping up with the changes would be a logistical nightmare. So no changes, no exceptions.

33. Further Actions

You’ll provide all documents and take any actions that are necessary to meet your obligations under these Terms.

34. Notification of Security Breach

In the event of a security breach that may affect you or anyone on your Email distribution lists (each a “List”), we’ll notify you of the breach and provide a description of what happened. If we determine, and notify you, that you need to forward all or part of that information to anyone on your Lists, you’ll promptly do so.

35. Notices

Any notice to you will be effective when we send it to the last email or physical address you gave us or posted on our Website. Any notice to us will be effective when delivered to us along with a copy to our legal counsel: Joshua Anderton, Attn. Legal Department, Upscribe, 20510 74B Ave Langley, BC, Canada, or any addresses as we may later post on the Website.

36. Entire Agreement

These Terms, our Privacy Policy, Acceptable Use Policy, API Guidelines, Copyright Policy (all of which are incorporated into these Terms by reference), and any Additional Terms you’ve agreed to make up the entire agreement and supersede all prior agreements, representations and understandings. Any Additional Terms will be considered incorporated into these Terms when you activate the feature. Where there’s a conflict between these Terms and the Additional Terms, the Additional Terms will control.

Congratulations! You’ve reached the end. Thanks for taking the time to learn about Upscribe’s policies.