The Following Document Outlines Our Terms of Service

The following are terms of accessing and/or using Upboost website and service (hereinafter “the Service”). By accepting the terms below (hereinafter “the Agreement”) and/or using the Service, you are stating that you agree to be bound by all terms without modification, conditions or notices.

1. General information

Upboost AoS

Vibeholms Allé 16 1

2605  Brøndby

Denmark

VAT: DK43480537

Phone: +45 53 56 37 10

E-mail: Info@upboost.ai

2. Confidentiality

The Parties undertake to treat confidentially all information relating to each other’s matters. In addition, the Parties undertake not to disclose such confidential information to third parties without prior written permission from the opposing Party and to use confidential information only for the purpose described in the Agreement.

Any information relating to the activities of the Parties, including its partners, or business relationships acquired by the Parties through their trade, except for information published by the Parties, shall be deemed to be confidential information.

3. Processing of personal data

The Customer is data controller with respect to the processing of personal data related to the end customers when using the Upboost software, products and services, and Upboost ApS is data processor. The processing of personal data is further regulated by the data processor agreement, which can be agreed on request

4. Fees and Services

Upboost offers a range of subscriptions and a free trial. At the end of a free trial, you agree to either pay applicable fees at that time or discontinue using the Service. Subscriptions are available on a monthly pre-paid, non-refundable subscription, with transaction fees to be paid at the end of each month.

All subscriptions will automatically renew for the same term using the payment method on file unless you change or discontinue the Service.

All Upboost prices are excluding VAT.
The PRO subscription includes a transaction fee. This is settled as a percentage based on the customer’s gross cart value incl. VAT during.

The BASIC subscription includes a reservation fee. This is settled as a fixed price per unique customer who is referred to your business as a result of a reservation.

The LIGHT subscription includes a reservation fee. This is settled as a fixed price per reserved product.

A PRO subscriber can use functions from the BASIC subscription and will then be charged a reservation fee.

Upboost can regulate all prices and fees with a minimum of one month’s notice. The customer is obliged to pay the regulated price but may choose to terminate the agreement in writing according to the applicable notice periods. An announced price change will take effect from the next subscription period.

5. Automated invoicing and payment

When registering for automatic debit, you give permission to save all necessary payment card information for use in automatic debiting of your payment card. This information will be deleted when the agreement expires.

Due to automation, the invoiced amount is due payment on the same day.

It is the customer’s responsibility to ensure that the registered payment card is valid, and that the payment card information is renewed as necessary.

If your payment card expires, an e-mail will be sent with a link to renew card information.

When sending an invoice by e-mail, no administration fee is added.

The invoice is sent by mail as per registration in the Upboost software.

If invoice should be requested via EAN or paper mail, an administration fee of DKK 129 excluding VAT is added. When paying via Payment Service, an administration fee of DKK 106.50 excluding VAT is added.

6. Member Responsibilities

To register for the Service, you must complete the registration process by providing Upboost with current, complete, and accurate information as required by the registration form. You are solely responsible for any use and all activities that occur under your account.

You are responsible for safeguarding the confidentiality of your password(s) and username(s) and for any use or misuse of your account resulting from any third-party using your password or username. You agree to immediately notify Upboost of any unauthorized use of your account or any other breach of security known to you. You agree to let Upboost use your organization’s logo in its customer list, at other places on its website and as part of a general list of Upboost’s customers for use and reference in corporate, promotional, and marketing material.

You are solely responsible for complying with the terms and conditions of all social media platforms and you agree with the use of and connecting third party software to your social media account(s).
 

The customer is obliged to comply with good practice when using Upboost services. Good practice means broadly interpreted that the customer may not use Upboost services to break law or in any way interfere with other companies or individuals. If the customer is unsure whether an action allowed, it is the customer’s responsibility to contact Upboost and request instructions.

The customer is obligated to keep their master data up to date with Upboost, so address information, contact information and billing information are always valid.

The customer agrees to comply with all applicable laws and regulations in connection with the customer’s business and use of the Service.

The Customer also agrees that Upboost does not exercise any control over the content of the information provided by the customer from Upboost services, and that it is solely the customer’s responsibility to ensure that the data that the customer sends and receives when using Upboost comply with all applicable laws and regulations.

7. Upboost Rights

Upboost has the right at any time to change products from its price and product lists.

Upboost is entitled to assess whether the customer is using Upboost products as intended. If the customer overloads the service offered to such an extent that it inappropriately affects the Upboost platform, Upboost may at any time temporarily close access to that service without notice.

Upboost always strives to contact the customer to adjust the customer’s usage or offer the customer a different solution. If the customer does not want to adjust consumption or accept an alternative Solution, Upboost is entitled to terminate the customer’s Solution with one month’s notice from the 1st of a month. In cases where the customer has prepaid for a period interrupted by Upboost termination due to the above circumstances, the customer is entitled to a refund of the prepaid amount for that part of the prepaid period in which the product is terminated.

If one of Upboost services e.g., “comment robot” is used for sending illegal content eg. spam, phishing or the like, Upboost reserves the right to temporarily close access to services without notice until the problem is rectified. This also applies even if the customer is not aware of said abuse or is directly responsible for it.

Upboost reserves the right to terminate a customer’s ongoing services with 30 days’ written notice. In cases where the customer has prepaid for a period interrupted because of Upboost termination, the customer is entitled to a refund of the prepaid amount for that part of the prepaid period during which the product is terminated.

In the event of changes in the law or the rules and permissions issued pursuant to this act, and in the event of an injunction for changes from an authority, Upboost may, without notice, change the customer’s rights and obligations under the terms, without the customer being entitled to any compensation.

8. Indemnification

You agree to indemnify, hold harmless and defend Upboost, its contractors, its licensors and their respective directors, officers, employees, and agents, at your expense, from and against any and all third-party claims, actions, proceedings and suits, arising from your use of the Service, including but not limited to your violation of this Agreement. You agree to also indemnify the same against all expenses connected hereto, including attorneys’ fees.

Upboost is not liable for losses due to unsolicited or unwanted transmission of data to/from the customer from The Solution or because of the customer’s loss of personal data or software. Upboost also cannot be held liable for losses due to unauthorized access to customer data and/or systems.

Upboost may not be held liable for any indirect loss or consequential damage to the other Party or third parties, including its affiliates, resellers, customers, or other stakeholders, whether the loss is due to system failure, unauthorized access, failure to provide ordered services/products or other matters at Upboost.

9. Disclaimer of Warranties

The Service is provided “as is”. Upboost and its contractors hereby disclaim all warranties of any kind, expressed or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Upboost nor its contractors make any warranty that the Service or website will be error-free, free of viruses or other harmful components, or that access thereto will be continuous or uninterrupted. You understand that the use of the Service is at your own discretion and risk.

The Service is designed for use on digital device browsers, including specifically Google Chrome, Safari, Microsoft Edge, and Firefox. It is the customer’s responsibility to use latest versions of browsers.

Upboost cannot be held responsible for verifying the validity of any recreated data. Upboost is not liable for losses if the customer’s data cannot be restored from backup due to a lack of validity of these.

Upboost strives for the systems to be available 24 hours a day all year round. However, Upboost is entitled to discontinue operations when maintenance or other technical conditions so require. Such outages will, as far as possible, be announced in the first place.

10. Limitation of Liability

Upboost will not be liable to you or any third-party claimant for any indirect, punitive, consequential (including, without limitation, lost profits or lost data collected through the Service), or incidental damages, whether based on a claim or action of contract, warranty, negligence, or other tort, breach of any statutory duty, indemnity, or contribution, or otherwise. The exclusion contained in this paragraph shall apply regardless of the failure of the exclusive remedy provided in the following paragraph.

Upboost is not responsible for the following types of losses:

  • Operating loss or indirect loss.
  • The customer’s payroll costs for their own staff and external costs for recording lost data and restoring systems.
  • The customer’s expenses for external consulting assistance and advisory assistance.
  • The customer’s loss of profit and/or goodwill.

Some jurisdictions do not allow the limitation or exclusion of liability to the extent stated above. In such case, Upboost and its contractors’ total cumulative liability to you or any other party for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this Agreement shall not exceed the total paid-in fee from you to Upboost within the 12 months before the date the claim is first brought against Upboost.

11. Service Levels

Upboost does not guarantee the Service will be always operable or during any down time, including but not limited to Internet Service Provider outages, equipment failures, scheduled maintenance or force majeure.

12. Proprietary Rights Notice

The Service, including any content on the Service and all underlying technology (including all intellectual property rights embodied therein), is and shall remain the sole and exclusive property of Upboost and shall be protected in accordance with applicable copyright laws and other legislation. No license to any underlying technology is granted. You will not, nor will you allow any third party to reverse engineer and/or create derivatives of the Service using any method possible. You will not, nor will you allow any third party to modify the Service in any way. You will use the Service solely for your commercial use and will not make the Service available for any type of external service such as, but not limited to, an application service provider.

If you provide feedback, ideas or suggestions regarding the Service, Upboost is free to fully exploit such feedback.

13. Termination

Upboost may terminate the Service and/or access to the Service at any time and for any reason without notice.
If you wish to terminate this Agreement or your service, you may simply stop using the Service. However, although this Agreement may terminate between the Service and you, some provisions of this Agreement shall still be in effect, including, without limitation, warranty disclaimers, indemnity, limitations of liability and proprietary rights.

If you are not using the service, we will not consider it as a discontinuance of the service. To discontinue the service, send an email to info@upboost.ao. All upgrades are effective immediately, while downgrades are effective as of the next renewal date.

In the event you cancel your subscription, you shall receive no refund or exchange for any unused time on a subscription, any license or subscription fees for any portion of the Service, any content or data associated with your account, or for anything else.

A subscription agreement is automatically extended unless the customer terminates the Subscription Agreement no later than 8 days before the end of the subscription period.

A termination is not valid until Upboost has confirmed the termination in writing.

14. Miscellaneous

Upboost shall be excused from performance hereunder to the extent that performance is prevented, delayed, or obstructed by causes beyond its reasonable control. This Agreement represents the complete agreement between you and Upboost concerning its subject matter and supersedes all prior statements, agreements, and representations between the parties.

You may not assign or otherwise transfer any of your rights under the Agreement without Upboosts prior written consent and any such attempt is void.

Upboost is entitled to assign and/or transfer any of its rights or obligations under the Agreement to any third party. Upboost shall notify you of such transfer.

The relationship between Upboost and you is not one of a legal partnership relationship, but is one of independent contractors. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and assigns of the parties hereto.

15. Severability

If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent possible so as to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.

16. Modifications

These terms and conditions may be amended or updated by Upboost from time to time. Your use of the Service after any such amendment or update of these terms and conditions shall signify your acceptance of the revised terms and conditions. Therefore, you are responsible for visiting and reviewing these terms and conditions periodically.

17. Applicable Law and Venue

This Agreement shall be governed by and construed under the laws of the state of Denmark without reference to its conflict of law principles. In the event of any conflicts between foreign law, rules, and regulations, and Danish law, rules, and regulations, Danish law, rules, and regulations shall prevail and govern. Each party agrees to submit to the exclusive and personal jurisdiction of the courts located in Aarhus, Denmark. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to this Agreement. A waiver of any default is not a waiver of any subsequent default.

18. Complaints

If you wish to file a complaint with Upboost, this can be done by sending an email to info@upboost.ai

Last updated 28-10-2022 (DD-MM-YYYY)