Thank you for using ûp! These Terms of Service (the “Terms”) govern your access to and use of ûp (“ûp” or “we” or “our”) websites and services (the “Services”), so please carefully read them before using the Services. By using the Services you agree to be bound by these Terms. If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising that you have the authority to bind that organization to these terms. In that case, “you” and “your” will refer to that organization.
You may use the Services only in compliance with these Terms. You may use the Services only if you have the power to form a contract with ûp and are not barred under any applicable laws from doing so. The Services may continue to change over time as we refine and add more features. We may stop, suspend, or modify the Services at any time without prior notice to you. We may also remove any content from our Services at our discretion.
Your Stuff & Your Privacy
By using our Services you provide us with information, files, and folders that you submit to ûp (together, “your stuff”). You retain full ownership to your stuff. We don’t claim any ownership to any of it. These Terms do not grant us any rights to your stuff or intellectual property except for the limited rights that are needed to run the Services, as explained below.
We may need your permission to do things you ask us to do with your stuff, for example, hosting your data, or sharing it at your direction. This includes product features visible to you, for example, image thumbnails or document previews. It also includes design choices we make to technically administer our Services, for example, how we redundantly backup data to keep it safe. You give us the permissions we need to do those things solely to provide the Services. This permission also extends to trusted third parties we work with to provide the Services, for example Amazon, which provides our storage space (again, only to provide the Services).
You are solely responsible for your conduct, the content of your files and folders, and your communications with others while using the Services. For example, it’s your responsibility to ensure that you have the rights or permission needed to comply with these Terms.
We may choose to review public content for compliance with our community guidelines, but you acknowledge that ûp has no obligation to monitor any information on the Services. We are not responsible for the accuracy, completeness, appropriateness, or legality of files, user posts, or any other information you may be able to access using the Services.
Sending Your Stuff
The Services provide features that allow you to send your stuff to others or to make it public. There are many things that users may do with that stuff (for example, copy it, modify it, re-send it). Please consider carefully what you choose to share or make public. ûp has no responsibility for that activity.
Files and other content in the Services may be protected by intellectual property rights of others. Please do not copy, upload, download, or share files unless you have the right to do so. You, not ûp, will be fully responsible and liable for what you copy, share, upload, download or otherwise use while using the Services. You must not upload spyware or any other malicious software to the Service.
You, and not ûp, are responsible for maintaining and protecting all of your stuff. ûp will not be liable for any loss or corruption of your stuff, or for any costs or expenses associated with backing up or restoring any of your stuff.
If your contact information, or other information related to your account, changes, you must notify us promptly and keep your information current. The Services are not intended for use by you if you are under 13 years of age. By agreeing to these Terms, you are representing to us that you are over 13.
You are responsible for safeguarding the password that you use to access the Services and you agree not to disclose your password to any third party. You are responsible for any activity using your account, whether or not you authorized that activity. You should immediately notify ûp of any unauthorized use of your account. You acknowledge that if you wish to protect your transmission of data to ûp, it is your responsibility to use a secure connection to communicate with the Services.
Software and Updates
Some use of our Service requires you to download a client software package (“Software”). ûp hereby grants you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Services. Your license to use the Software is automatically revoked if you violate these Terms in a manner that implicates our intellectual property rights. We hereby reserve all rights not expressly granted in these Terms. You must not reverse engineer or decompile the Software, nor attempt to do so, nor assist anyone else to do so. Our Services may update the Software on your device automatically when a new version is available.
ûp Property and Feedback
These terms do not grant you any right, title, or interest in the Services, Software, or the content in the Services. While we appreciate it when users send us feedback, please be aware that we may use any feedback, comments, or suggestions you send us or post in our forums without any obligation to you. The Software and other technology we use to provide the Services are protected by copyright, trademark, and other laws of both the New Zealand and foreign countries. These Terms do not grant you any rights to use the ûp trademarks, logos, domain names, or other brand features.
You will not, and will not attempt to, misuse the Services, and will use the Services only in a manner consistent with the ûp Acceptable Use Policy.
All photos on ûp.com are copyright Gum Tree Photo.
ûp respects others’ intellectual property and asks that you do too. We will respond to notices of alleged copyright infringement if they comply with the law and are properly provided to us. Such notices should be reported using our DMCA Process. We reserve the right to delete or disable content alleged to be infringing and to terminate repeat infringers. Our designated agent for notice of alleged copyright infringement on the Services is:
The Services may contain links to third-party websites or resources. ûp does not endorse and is not responsible or liable for their availability, accuracy, the related content, products, or services. You are solely responsible for your use of any such websites or resources. Also, if we provide you with any software under an open source license, there may be provisions in those licenses that expressly conflict with these Terms, in which case the open source provisions will apply.
Though we’d much rather you stay, you can stop using our Services any time. We reserve the right to suspend or end the Services at any time, with or without cause, and with or without notice. For example, we may suspend or terminate your use if you are not complying with these Terms, or use the Services in any way that would cause us legal liability or disrupt others’ use of the Services. If we suspend or terminate your use, we will try to let you know in advance and help you retrieve data, though there may be some cases (for example, repeatedly or flagrantly violating these Terms, a court order, or danger to other users) where we may suspend immediately.
ûp is Available “AS-IS”
Though we want to provide a great service, there are certain things about the service we can’t promise. The services and software are provided “as is”, at your own risk, without express or implied warranty or condition of any kind. We also disclaim any warranties of merchantability, fitness for a particular purpose or non-infringement.
ûp will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the Services or Software. Some states do not allow the types of disclaimers in this paragraph, so they may not apply to you.
Limitation of Liability
To the fullest extent permitted by law, in no event will ûp, its affiliates, officers, employees, agents, suppliers, or licensors be liable for (a) an indirect, special, incidental, punitive, exemplary or consequential (including loss of use, data, business, or profits) damages, regardless of legal theory, whether or not ûp has been warned of the possibility of such damages, and even if a remedy fails of its essential purpose; (b) aggregate liability for all claims relating to the services more than the greater or $20 or the amounts paid by you to ûp for the past three months of the services in question. Some states do not allow the types of limitations in this paragraph, so they may not apply to you.
We may revise these Terms from time to time and the most current version will always be posted on our website. If a revision, in our sole discretion, is material we will notify you (for example via email to the email address associated with your account). Other changes may be posted to our blog or terms page, so please check those pages regularly. By continuing to access or use the Services after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new terms, please stop using the Services.
Miscellaneous Legal Terms
These Terms and the use of the services and software will be governed by New Zealand law except for its conflicts of laws principles. All claims arising out of or relating to these Terms or the Services or software must be litigated exclusively in the federal courts of New Zealand, and both parties consent to venue and personal jurisdiction there. These Terms constitute the entire and exclusive agreement between you and ûp with respect to the Services, and supersede and replace any other agreements, terms and conditions applicable to the Services. These Terms create no third party beneficiary rights. ûp’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable the remaining provisions of the Agreement will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights in these Terms, and any such attempt is void, but ûp may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. ûp and you are not legal partners or agents; instead, our relationship is that of independent contractors.