Terms of Service

Introduction

1.1  Scope

Welcome to Uplinq. These Terms of Service (these “Terms") of Uplinq, Inc. ("we," "our," or "us"), are an agreement that describes your and our rights, obligations, and responsibilities.More specifically, these Terms govern how you may access and use: (i) uplinq.com, its subdomains, and any other website where these Terms are posted; (ii) our online hosted services; and (iii) our "Software," meaning, collectively, our browser extensions, integrations, mobile applications, other downloadable apps, application programming interfaces ("APIs"), and tools and documentation ((i) through (iii) collectively, our or the "Services"). In addition, these Terms govern our provision of bookkeeping services.

1.2  Read these Terms Carefully

PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. BY ENTERING INTO AN AGREEMENT WITH UPLINQ OR CREATING AN UPLINQ ACCOUNT, CLICKING “SIGN UP”, “SIGN UP WITH GOOGLE”, “SUBMIT”, OR THE LIKE INDICATING ACCEPTANCE ELECTRONICALLY, BY AGREEING TO THESE TERMS IN AN ORDER FORM OR OTHER ORDERING DOCUMENT REFERENCING THESE TERMS, OR BY ACCESSING OR USING UPLINQ, WHETHER OR NOT YOU ARE A REGISTERED USER OF UPLINQ, YOU SIGNIFY THAT: (I) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS; (II) YOU HAVE READ, UNDERSTAND, AND ACKNOWLEDGE OUR PRIVACY POLICY, WHICH IS AVAILABLE AT PRIVACY POLICY AND IS INCORPORATED INTO THESE TERMS BY REFERENCE; AND (III) YOU HAVE READ, UNDERSTAND, AND AGREE TO COMPLY WITH ALL OTHER TERMS INCORPORATED INTO THESE TERMS BY REFERENCE. WE RESERVE ALL RIGHTS NOT EXPRESSLY GRANTED UNDER THESE TERMS.THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION AGREEMENT IN SECTION 11.0 TO 11.5 (THE “ARBITRATION AGREEMENT”) AND CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 11.7 (THE “CLASS ACTION/JURY TRIAL WAIVER”) THAT REQUIRE, WITH ONLY SPECIFIED EXCEPTIONS IN SECTIONS 11.6 OR UNLESS YOU OPT OUT PURSUANT TO THE INSTRUCTIONS IN SECTION 11.8, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS ONLY TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE ACTIONS OR PROCEEDINGS.

1.3  Organizations

If you are an individual and you access or use our Services on behalf of a company, organization, principal, or other entity, such as your employer (each, together with its affiliates, an "Organization"), then: (i) these Terms are an agreement between us and you and us and that Organization; (ii) you represent and warrant that you have the authority to bind that Organization to these Terms (and if you do not have the authority, you may not access or use our Services); (iii) your acceptance of these Terms will bind such Organization to these Terms; (iv) your individual right to access and use our Services may be suspended or terminated (and ownership and administration of your Uplinq Account (defined below) may be transferred) if you cease to be associated with, or cease to use an email address associated with, owned  by, or provisioned by, that Organization; (v) we may disclose information regarding you and your use of the Service, including your Content (defined below), to such Organization, or to appropriate individuals associated with that Organization; and (vi) the terms “you” and “your”, as used in these Terms, refer to both you and such Organization. If  you sign up for our Services using an email address associated with, owned by, or provisioned by an Organization, or if an Organization pays fees due in connection with your access to or use of our Services (or reimburses you for payment of such fees), or otherwise, then we may deem you, in our sole discretion, to be accessing and using our Services on behalf of that Organization. You represent and warrant that all information that you provide to us regarding any Organization on whose behalf you use our Services, including information identifying other users associated with such Organization or email domains owned by such Organization, is and at all times will be truthful, accurate, and complete, and that you will immediately notify us should any such information change or no longer be truthful, accurate, or complete. If  you are an Organization on whose behalf an individual user is accessing or using our Services as described above, then you are responsible for the acts and omissions of all such individual users, and for ensuring that all such individual users comply with these Terms.

2.0     Services Uplinq Provides

2.1  Bookkeeping Services

Uplinq provides bookkeeping Services for financial organization. We maintain your accounting books based on information provided or verified by you or at your direction.  Our bookkeeping Services and any communications between you and us are not a substitute for legal, regulatory, tax, financial, real estate, healthcare, or accounting advice.

2.2  Tax Services

Uplinq may provide certain tax services to you if you enter into a separate agreement for the provision of those services. Those services are not provided to bookkeeping customers unless they enter into a separate agreement for the provision of those additional services.

2.3  Year End Services

Uplinq provides certain year-end services to customers who have an active Uplinq Subscription for the quarter following your fiscal year end (i.e., your subscription has not been cancelled or terminated prior to such period). If you are no longer any active Uplinq customer for the quarter following your fiscal year, then we will not perform year-end bookkeeping activities and will not bear responsibility or liability with respect to any failure to perform year-end bookkeeping activities on your behalf. Nor will we provide, or bear any responsibility for such services, if you are an active Uplinq customer and you failed to provide us with any necessary information that we have requested.

2.4.  Your Obligation To Provide Us With Certain Access and Information

In order to provide timely and accurate bookkeeping and accounting services, Uplinq requires You to provide Uplinq with access to certain financial information and tax information related to Your business. In addition, Uplinq may need to establish read-only connections to certain banking and credit accounts. You agree to provide all such information and access and reasonably cooperate with us in our provision of the Services. You agree to provide good faith assumptions and accurate and complete representations, information, and data, and you agree that we may assume you have done so without further investigation or verification. You agree that late or insufficient information, access or input from you may cause delay in the performance of, or inability to provide the Services. If our performance of the Services is delayed or prevented by Your failure to provide any necessary information or access we will not be in breach of our obligations or otherwise liable for any related costs, charges, or losses incurred by you. Nor will we provide You with any refund of any monthly fees, or other costs related to the Services.

2.5.  Uplinq Is Not A Public Accounting Firm

You understand and agree that Uplinq is not a certified public accounting firm and does not provide services that would require a license to practice public accounting. You acknowledge that Uplinq is not a member of the American Institute of Certified Public Accountants (AICPA) and is not governed by any AICPA rules. The Services do not include, and you will not rely on them for: (i) audit, attest, examination, verification, investigation, certification, presentation, or review of financial transactions or accounting records; (ii) independent advice relating to accounting procedure or to the “recording, presentation, or certification of financial information or data” within the meaning of the Public Accountancy Law; (iii) preparation or certification of reports on audits or examinations of books or records of account, balance sheets, and other financial, accounting and related schedules, exhibits, statements, or reports that are to be used for publication, for the purpose of obtaining credit, for filing with a court of law or with any governmental agency, or for any other purpose;  (iv) legal or regulatory advice regarding any of your business practices, including with respect to their appropriateness or legality; or (v) unless otherwise expressly included on an Order Form, tax advice or tax return preparation (although we will provide bookkeeping assistance to your tax preparer of choice, and/or you can subscribe for tax Services, which are provided separately from our bookkeeping Services). You should seek the services of a duly licensed professional in connection with any of the foregoing. In particular, in compliance with applicable law and accounting standards regarding auditor independence, we cannot (and do not) make any representation or warranty  whether any financial records are compliant with GAAP, IFRS or any other accounting standards or rules.

2.6.  Unauthorized Use Of Services

You will only use our Services and Technology in accordance with Uplinq’s Acceptable Use Policy, which is incorporated herein by reference. We may suspend or terminate provision of the Services, in whole or in part, where we reasonably believe that any of our Services are being used in a manner that breaches the Agreement (including the Acceptable Use Policy) or creates risk of personal injury, property damage, or legal liability for us, you or any third party, or may cause us to lose the services of one of our third-party service providers by violating any agreement we may have with them.

3.0.     Uplinq Intellectual Property Rights

Uplinq expressly reserves all Intellectual Property Rights in the Services, the Uplinq System, and all materials and software provided by Uplinq pursuant to this Agreement. All right, title and interest in the Services and all other materials provided by Uplinq hereunder, any update, adaptation, translation, customization or derivative work thereof, and all Intellectual Property Rights therein will remain with Uplinq or its licensors. Uplinq reserves the right, in its sole discretion, to change, modify, add, or remove portions of the Services without prior notice to Customer or consent of Customer. Certain of the names, logos, trademarks, trade names, service marks, content, visual interfaces, interactive features, information, compilation, computer code, products, services, and other materials displayed on the Services (“Uplinq Materials”), are protected by Intellectual Property Rights Laws of the United States, Canada, and other jurisdictions.

4.0.     Term and Termination

4.1.  Initial term; Set Periods

The Agreement is effective on the date you sign an Uplinq Proposal Form (the “Effective Date”). Your initial subscription term will begin at the subscription start date and continue, unless terminated earlier, for one year or until the completion of the services described in the Uplinq Proposal (the “Initial Term”). Subscription terms for different types of Services (for example, bookkeeping and tax preparation) may differ.

4.2.  Automatic Renewal

At the end of the Initial Term or any Renewal Term, your subscription for the respective Services will automatically renew, without the need to execute a new Uplinq Proposal or other agreement, for the same duration (a “Renewal Term”) as the immediately preceding term of such Services, unless you give us non-renewal notice or we provide you with Notice of Termination to the email address associated with your account. A notice of non-renewal must be provided at least thirty (30) days prior to the expiration of the then existing Initial Subscription or Renewal term.

4.3.  Termination; Withdrawal

Either party may terminate the Agreement if the other party has materially breached the Agreement upon written notice to the breaching party of the breach and an opportunity to cure of at least 30 days. We may withdraw from providing any or all of the Services at any time by providing notice of termination of the Agreement or specific Services to you via the email address we have on file. In the  event we terminate the Agreement or any Services for any reason other than your violation of Section 2.6 (Unauthorized Use Of Services) or another breach of the Agreement by you, we will give you a refund of any prepaid fees for unused months of the terminated Services. For the avoidance of doubt, you agree that we will not be obligated to issue a refund if our withdrawal is caused by your breach of the Agreement, including your failure to pay any fees when due or to timely provide information, systems access or input that we have reasonably requested for the provision of the Services pursuant to Section 2.4 of this Agreement. You may stop using the Services at any time without cause, however you will remain obligated to pay for the remaining months of your then current Subscription or Renewal period.

4.4.  Effect of Termination or Non-Renewal of Services

Following any termination or non-renewal of services, any data that contained in the Uplinq web application will remain available. You can download, or export, that data from the Uplinq application into a .csv file. Once your services have been terminated, Uplinq will no longer be responsible to provide any support or information production related to the terminated Services. Uplinq, at its sole discretion, may agree to provide such support or information production if you agree to us for our  professional time at our then-current standard hourly rates. We do not guarantee the availability of any documents or information after such termination. You agree that it is your responsibility to retain and protect your records for possible future use, including potential examination by any government or regulatory agencies. A customer can request that their data be deleted from our system by sending an email to help@uplinq.com along with information about their account. Customer data will be deleted within 30 days of verifying account ownership.

4.5.  Survival

Sections 3, 4, 7, 8, 9.0 - 9.4, 11, and 12 (inclusive) will survive the termination or expiration of this Agreement. Sections 9.5 and 10 will survive for three years after termination or expiration of the Agreement, and Section 6 will survive for the period set forth therein.

5.0.     Fees and Payments

5.1.  Fees

Our subscription fees are based on certain facts about your business. In order to determine the amount to charge we require complete and accurate information regarding your business. If the information you provide us is inaccurate or incomplete or materially changes, we may propose a change to your subscription to reflect this material change or new information.  If we are unable to agree on a revised subscription, then we may terminate your subscription without any liability on our part.Subscription fees, and separate fees for agreed upon work to be performed by Uplinq, are non-refundable. You remain obligated for any unpaid fees for the remainder of your Subscription Period following the termination of your Uplinq subscription.

5.2.  Fee and scope updates

From time to time, Uplinq may update its prices, or change the scope, for certain Services. In the event that Uplinq increases any subscription price or alters the scope of its services, we will provide you with notice of such increase or change in scope at least thirty (30) days prior to the expiration of your then current subscription or renewal period. If you do not terminate your subscription within such 30-day period, you agree that your continued use of the Services constitutes your agreement to pay, and your authorization for us to collect payment from you in accordance with Section 5.3, of such increased or updated fees. Uplinq’s current hourly fees can be found here.‍

5.3.  Payment

During the onboarding process, or when you arrange payment via an invoice from Uplinq, your payment method is submitted and stored in Stripe, Uplinq’s payment processing platform. Work can not begin without payment. Your payment method on file will be charged per the agreed-upon payment schedule until full payment is captured or cancellation is processed.If an issue arises with a declined credit card or a failed payment, Uplinq will promptly notify the account owner or the designated billing contact. Email notifications will be sent to the billing email address that was provided during the onboarding process. Past-due invoices sent to your billing email provide a link to pay online or change your payment method online.Payment methods can be changed or updated in your Uplinq online account or by calling Uplinq at (623) 252-3101. Failure to resolve payment issues may result in interruptions or suspension of service until payments are up to date.

6.0.     Non-Solicitation of Uplinq Personnel

Uplinq spends considerable resources identifying, recruiting, and training our team members. They are our most important resource. For this reason, you agree not to solicit for hire, either directly or indirectly, on behalf of yourself or for any third party, any then-current employee or contractor of ours who has been made known to you in connection with the Services (”Uplinq Personnel”) during the term of this Agreement and for one year thereafter. Due to the cost of identifying, recruiting, and training replacement personnel, you agree to pay Uplinq $60,000 for every Uplinq Personnel who terminates their employment or contractor relationship with Uplinq as a result of your breach of this section of this Agreement.

7.0.     Disclaimer of Warranty

THE WARRANTIES STATED IN THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY UPLINQ. EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, NEITHER WE, NOR AFFILIATES, THIRD-PARTY SERVICE PROVIDERS, SUPPLIERS OR DISTRIBUTORS (”PROVIDING ENTITIES”) MAKE ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES, OUR TECHNOLOGY, OR OUR TOOLS. THE SERVICES, OUR TECHNOLOGY AND OUR TOOLS (INCLUDING AS INTEGRATED WITH ANY OTHER APPLICATIONS) ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NO WARRANTY IS MADE THAT THE SERVICES, OUR TECHNOLOGY, OUR TOOLS OR THE RESULTS OF THEIR USE WILL MEET YOUR NEEDS OR EXPECTATIONS, WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE, WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THE RESULTS THEREFROM WILL BE ACCURATE OR RELIABLE, AND/OR WILL COMPLY WITH ANY LAW OR LEGAL REQUIREMENT. YOU ASSUME ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICES OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR YOUR PURPOSES. WE FULLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU UNDER APPLICABLE LAW, ANY IMPLIED WARRANTIES ARE STRICTLY LIMITED TO A PERIOD OF 60 DAYS FROM THE DATE OF YOUR EXECUTION OF THE ORDER FORM, OR DELIVERY OF THE SERVICE, WHICHEVER IS SOONER.

8.0.     Limitation of Liability

N NO EVENT WILL UPLINQ, ITS EMPLOYEES, OFFICERS, DIRECTORS, AFFILIATES, SUPPLIERS, LICENSORS, OR THIRD PARTY SERVICERS BE LIABLE FOR DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT EXCEEDING FEES PAID IN RESPECT OF THE SERVICES DURING THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT. IN NO EVENT SHALL UPLINQ’S SUPPLIERS OR THIRD PARTY SERVICERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.IN NO EVENT SHALL UPLINQ, ITS EMPLOYEES, OFFICERS, DIRECTORS, AFFILIATES, SUPPLIERS, LICENSORS, OR THIRD PARTY SERVICERS BE LIABLE TO CUSTOMER FOR ANY (I) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, (II) LOST SAVINGS, PROFITS, DATA, USE, OR GOODWILL, (III) BUSINESS INTERRUPTION EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY, OR (IV) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, FUNDAMENTAL BREACH, BREACH OF A FUNDAMENTAL TERM) OR OTHERWISE. IN NO EVENT SHALL UPLINQ BE LIABLE FOR PROCUREMENT OR COSTS OF SUBSTITUTE PRODUCTS OR SERVICES. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.TO THE EXTENT THAT UPLINQ MAY NOT, AS A MATTER OF LAW, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF UPLINQ’S LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW

9.0.     Use of Data and Privacy

Uplinq uses your data to provide services to you. Privacy Policy describes in more detail how we handle personal data (i.e. your name and email address).

9.1.  Use of Your Data

We do not own data that you enter or upload into our system, but you grant us a license to use, copy, transmit, store, analyze, and back up all data you submit to us as part of our provision of services. This may include personal data relating to yourself and others. We use this data to enable you to use our services, improve and develop our services, communicate with you about our services, and send you information that may be of interest to you based on your marketing preferences. We may also disclose certain information to third party service providers to enable and support such communication and services.

9.2.  Use of Personal Data

Uplinq’s Privacy Policy sets out in detail how we gather, process, protect, and use your personal data (which may, depending on your location, include the personal data of customers, suppliers, or employees).

9.3.  Statistical Data

We may create anonymized statistical data from your data and your use of our services, including the aggregation of certain data. We may use such anonymized data for our own purposes. This may include improving our services, developing new products and procedures, identifying business trends, and creating certain statistical and marketing models.

9.4.  Data Breaches and Notifications

In the event there is a data breach that results in unauthorized access to your personal data, we will inform you and where possible give you information about what happened. If you believe you have been the victim of unauthorized data access you may notify us at help@uplinq.com.

9.5.  California Consumer Privacy Act and Virginia Consumer Data Protection Act Notice

The following terms apply to the extent and while you are subject to the CCPA or VCDPA and Uplinq processes personal information (as defined in the CCPA) or personal data (as defined in the VCDPA) as part of Customer Data (“Personally Identifiable Customer Data”):Uplinq agrees that it shall not: (a) sell or share any Personally Identifiable Customer Data; (b) retain, use, or disclose Personally Identifiable Customer Data outside the purposes specified in the Agreement or our direct business relationship with you, or (c) combine Personally Identifiable Customer Data with personal data obtained from other sources as prohibited by the CCPA, except, with respect to (b) and (c), as may be otherwise permitted under the CCPA. As used in this clause, the terms “sell” and “share” have the meaning given to them in the CCPA.Each of Uplinq and you acknowledges and agrees that: (i) the Personally Identifiable Customer Data is disclosed to Uplinq only for the limited and specified purpose of Uplinq’s performance of obligations and exercise of rights under the Agreement, as described herein and in the Uplinq Privacy Policy; (ii) with respect to Personally Identifiable Customer Data, Uplinq will comply with all applicable obligations under the CCPA or VCDPA, as applicable, and provide the level of privacy protection required of service providers under the CCPA or VCDPA, as applicable; (iii) you have the right to take reasonable and appropriate steps to help ensure that Uplinq uses the Personally Identifiable Customer Data in a manner consistent with Uplinq’s obligations under the CCPA or VCDPA, as applicable, and the Agreement; (iv) Uplinq must notify you if Uplinq determines that it can no longer meet its obligations under the CCPA and the Agreement; (v) you have the right, upon notice, to take reasonable and appropriate steps to stop and remediate unauthorized use of Personally Identifiable Customer Data; and (vi) you shall comply with your obligations as a business or controller under the CCPA and/or  VCDPA, as applicable. As used in this clause, the term “business” has the meaning given to it in the CCPA and “controller” has the meaning given to it in the VCDPA.

10.0.     Confidentiality

10.1.  Definition of Confidential Information

“Confidential Information” means information of one party or its affiliates disclosed to another party (the “recipient”) that is either marked as confidential or would normally be considered confidential under the circumstances of the disclosure.  Confidential Information does not include information: (1) that is known to the recipient prior to its disclosure; (2) is independently developed by the recipient without use of the other party’s Confidential Information; (3) is shared by a third party without a duty of confidentiality; or, (4) becomes publicly known through no fault of the recipient.

10.2.  Non-Disclosure and Non-Use

Subject to section 9 above and sections 10.3 and 10.5 below, the recipient will only use the other party’s confidential information to exercise its rights and fulfill its obligations pursuant to this Agreement and it will use reasonable care  to protect against unauthorized disclosure of the other party’s Confidential Information to any unauthorized third parties.

10.3.  Permitted Disclosure of Confidential Information

Regardless of any other provision in the Agreement, the recipient may disclose the other party’s Confidential Information: (1) in response to a valid request pursuant to a legal process after notification pursuant to section 10.4 ; (2) with the other party’s written consent; and (3) in connection with performing its obligations or enforcing its rights pursuant to this Agreement.

10.4.  Notification in the Event of Legal Process

Recipient will make a commercially reasonable effort to notify the other party and provide them with an adequate chance to respond prior to disclosing that party’s Confidential Information. However, such notice and opportunity may be withheld in the event that the disclosing party is legally prohibited from providing such notice and opportunity.

10.5.  Opposition to and Expenses of Production

The recipient will comply, at the expense of the other party, with the other party’s reasonable request to oppose the disclosure of Confidential Information pursuant to any legal process. If you request that we provide documents or witnesses in response to a legal proceeding to which we are not a party, or, if we are required by law to provide such documents or witnesses, then you agree to reimburse us for our professional time at our then-current hourly rates. In addition, you agree to reimburse us for any reasonable attorney’s fees or other expenses we may incur in producing such documents or witnesses.

10.6.  Injunctive Relief

The parties agree that any breach of confidentiality obligations in this Section 10 may cause irreparable damage, which money cannot satisfactorily remedy, and therefore theother party may seek injunctive relief for any threatened or actual breach of Section 10 without the need to prove damages or post a bond or other surety.

10.7.   Third-Party Applications and Infrastructure

Uplinq provides services using networks only part of which are within our control. In addition, you may be using third-party applications that access your information and data. Our obligations under this Section 10 only apply to networks and equipment which we control, and we are not responsible for any delay, loss, interception, or alteration of Customer Data or other Confidential Information on a network or infrastructure outside of our control.

11.0.     Disputes; Class-Action Waiver

11.1.  Judicial Forum for Disputes

Except as set forth in Section 11.5 (Arbitration), the parties agree that any and all claims relating to the Agreement or the Services shall exclusively be brought in the federal or state courts of Maricopa County, Arizona, subject to the mandatory arbitration provisions below. Each party consents to the venue and personal jurisdiction of such courts.

11.2.  Notice of Disputes

If you have a dispute with us, you must promptly send written notice to: Uplinq, Inc., 7014 E Camelback Rd, Scottsdale AZ 85251. You agree that we may contact you be sending notice to the postal address or email address listed to which we originally sent our Service Proposal.

11.3.  Governing Law

The Agreement shall be governed in accordance with the laws of the State of Arizona and any controlling United States federal law, including the Federal Arbitration Act, without regard to conflict of law principles.

11.4.  Informal Resolution

Before filing a claim, you and we each agree to try to resolve the dispute by contacting the other party through the notice procedures in Section 11.2 (Notice of Disputes). If a dispute is not resolved within 30 days of notice, you or we may bring a formal proceeding.

11.5.  Arbitration

The parties agree to resolve any and all claims relating to the Agreement or the Services through final and binding arbitration and that the provisions of the Federal Arbitration Act (FAA) (9 U.S.C.§1 et seq.) govern this Agreement, except as set forth below. The parties agree that the American Arbitration Association (AAA) will administer the arbitration under its Commercial ArbitrationRules. The arbitration will be held in Scottsdale, Arizona, or any other location both parties agree to in writing.

11.6.  Exceptions to Arbitration

n the event that either party brings a claim or cause of action solely for injunctive relief (i) under Section 10.6 above; (ii) to prevent or stop unauthorized use or abuse of the Services or, in our case, unauthorized use or abuse of Our Technology and/or Our Tools; (iii) to prevent or stop infringement of Intellectual Property Rights; (iv) relating to unlawful acts that threaten future injury to the general public (public injunctive relief); or (v) otherwise, the state and federal courts located in Maricopa County, Arizona shall have exclusive jurisdiction over such claim or cause of action. For the avoidance of doubt, if a party brings a claim or cause of action for injunctive relief under this Section, there shall be no requirement to engage in the informal dispute notice process or arbitration process described herein.In addition, if the dispute between the parties is for amounts that are within the jurisdiction of a small claims court, each party has a right to opt to pursue such small claims directly in small claims court.

11.7.  NO CLASS ACTIONS

THE PARTIES WAIVE ANY RIGHT TO ASSERT ANY CLAIMS AGAINST THE OTHER PARTY AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, AND EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN OUR OR YOUR INDIVIDUAL CAPACITY, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR DEEMED BY A COURT OF LAW TO BE AGAINST PUBLICPOLICY. TO THE EXTENT EITHER PARTY IS PERMITTED BY LAW OR COURT OF LAW TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION AGAINST THE OTHER, THE PARTIES AGREE THAT: (I) THE PREVAILING PARTY SHALL NOT BE ENTITLED TO RECOVER ATTORNEYS’ FEES OR COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION (NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT OR BY LAW); AND (II) THE PARTY WHO INITIATES OR PARTICIPATES AS A MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR OTHERWISEPARTICIPATE IN ANY RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE ACTION.

11.8.  30-day opt-out period

If you don’t wish to be bound by these arbitration provisions (including its waiver of class and representative claims), you must notify us by emailing arbitration-opt-out at help@uplinq.com no later than 30 days after the Effective Date (unless a longer period is required by applicable law). An opt-out notice does not revoke any previous arbitration agreement between us.

11.9.  Batch Arbitration

To increase the efficiency of administration and resolution of arbitrations, in the event 100 or more similar arbitration demands (those asserting the same or substantially similar facts, and seeking the same or substantially similar relief) presented by or with the assistance or coordination of the same law firm(s) or organization(s) are submitted to AAA against us and/or our Affiliate(s)within reasonably close proximity, the arbitration provider shall (a) administer the arbitration demands in batches of 100 demands per batch (to the extent there are fewer than 100 arbitration demands left over after the batching described above, a final batch will consist of the remaining demands); (b) designate one arbitrator for each batch; and (c) provide for a single filing fee due per side per batch. Arbitrator selection for each batch shall be conducted to the greatest extent possible in accordance with the applicable AAA rules and procedures for such selection, and the arbitrator will determine the location where the proceedings will be conducted. You agree to cooperate in good faith with us and the arbitration provider to implement this “batch approach”or other similar approach to provide for an efficient resolution of claims, including the payment of single filing and administrative fees for batches of claims. This "batch arbitration" provision shall in no way be interpreted as authorizing class arbitration of any kind. We do not agree to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances, except as set forth in this section.

11.10.  Future changes to this dispute resolution agreement

If we make any changes to this Section 11 or any successor section (but not including Section 11.2 (Notice of Disputes)), you may reject any such change by notifying us via the procedure setforth in Section 11.8 (30-day opt-out period) within 30 days of the change. It is not necessary to submit a rejection of a future change to this Section 11 if you have properly opted out of arbitration in compliance with the requirements of Section 11.8 (30-day opt-out period).

12.     Miscellaneous

12.1.  Updates to These Terms

You understand and agree that from time to time we may amend these terms. We will notify you of any material changes by promptly sending an email or posting a notice in the Services. By continuing to access or use the Services after such notice, you agree that you will be deemed to have agreed to be bound by the modified terms. Notwithstanding the foregoing, if the changes have a materially adverse impact on and are not acceptable to you, then you must notify us within 30 days after receiving notice of the change at help@uplinq.com. If we cannot accommodate your objection, then the prior terms shall remain in force until the expiration of your then-current subscription period. Any renewed subscription will be governed by the then-current terms.

12.2.  Severability

If one or more of the provisions contained in the Agreement is held invalid, illegal or unenforceable in any respect by any court of competent jurisdiction, such holding will not impair thevalidity, legality, or enforceability of the remaining provisions.

12.3.  Assignment

You may not assign the Agreement, or your rights or obligations under it (including any claim or right to sue for damages under the Agreement), in whole or in part and any such assignment isvoid. We may freely assign the Agreement, or our rights and obligations under it, in whole or in part.

12.4.  Electronic Notices

We will communicate with you via the email associated with your account with us or the Services’ user interface. It is your responsibility to keep your Services account email address up to date so that you are able to receive electronic communications from us.

12.5.  Entire Agreement; Amendments

The Agreement constitutes the entire agreement between the parties with respect to its subject matter, and supersedes any and all prior and contemporaneous agreements, discussions, negotiations, and offers. The parties agree that any term or condition stated in a customer purchase order or in any other customer order documentation (excluding Order Forms) is void. You acknowledge that in entering into the Agreement you have not relied on and will have no rights or remedies in respect of any statement, representation, assurance or warranty other than as expressly set out in the Agreement. Except as specifically stated otherwise in the Agreement, any amendment must be in writing, expressly state that it is amending the Agreement, and must be signed by both parties.

12.6.  Order of Precedence; Interpretation

In the event of an express conflict between these terms and any Order Form, the Order Form shall take precedence and govern. Headings are for information purposes only. The Agreement shall not be interpreted against the drafter.

12.7.  Third-Party Beneficiaries

Third parties who provide services to Uplinq are intended third-party beneficiaries of Sections 7 to 8 (inclusive). Except as expressly set forth in the foregoing, there are no other third-party beneficiaries to the Agreement. All Services are for your internal purposes and use, and no third-party is intended to rely on any Services, deliverables or materials provided by us.

12.8.  No Employment, Partnership, or Agency Relationship

Each party is an independent contractor, and except as expressly set forth in the Agreement neither party has any authority to act on behalf of the other. Neither party will represent itself as agent, servant, franchisee, joint venturer, joint employer or legal partner of the other. You agree not to represent our personnel as, or request that our personnel act as, an employee, officer, agent or other representative of your entity. We are entering into the Agreement as principal and not as agent for any Affiliate, and claims under the Agreement may be brought only against us and not against any of our Affiliates.

12.9.  No Publicity

Neither party shall make any public statement about the Agreement or the relationship of the parties governed by the Agreement that identifies the other party without the other party’s prior written consent, except that while you are a customer, we may use your name and logo in customer lists on an equal footing with other customers.

12.10.  Compliance

The Services, Our Technology, and derivatives thereof may be subject to U.S. and foreign export laws and regulations. Each party represents and warrants that it is not on any U.S. government denied-party list. You will not permit any User to access or use Our Technology in Russia or in a U.S.-embargoed country or region (which includes the Crimea region, Donetsk People’s Republic (DNR), Luhansk People’s Republic (LNR) of Ukraine, North Korea, Iran, Cuba, and the Syrian Arab Republic) or in violation of any U.S. export law or regulation. We do not represent or warrant that the Services, Our Technology or Internal Software comply with the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA"). You must notify us of any HIPAA compliance requirements prior to entering into the Agreement, or within 30 days of any HIPAA compliance requirements becoming applicable to you and/or us.

12.11.  Unfair Competition

You may not use the Services, Our Technology, or any materials provided by us to build a competitive product or service or to benchmark with a product or service not provided by us.

12.12.  Waivers

A party’s failure or delay to exercise any right under the Agreement will not act as a waiver of such right. Rights may only be waived in writing signed by the waiving party.

12.13.  Force Majeure

Notwithstanding any provision contained in the Agreement, neither party will be liable to the other to the extent performance of any obligations (other than the payment of money) under the Agreement is delayed or prevented by an act of God (e.g., a natural disaster, earthquake, accident or epidemic) or another event outside of reasonable control of the party seeking excuse of performance (e.g., acts of war, terrorism, government authority or by another third party outside the party’s control).

12.14.  Typographical Errors

In the event a Service is listed at an incorrect price due to a typographical error or error in pricing information received from our partners or suppliers, we will have the right to refuse or cancel any Order Form at the incorrect price. In such event, if you have already paid the incorrect price, we will promptly refund your the balance of your payment.