UP42 Platform Terms and Conditions
Welcome to the Platform Services offered by UP42 GmbH, with principal office at Umspannwerk, Ohlauer Str. 43, Kreuzberg, 10999 Berlin, Germany (“UP42”, “we,” “our” or “us”). The following terms and conditions (the “Terms”) govern Your access to and/or use of the platform, website and UP42’s Content, services and products available at and/or through the website (collectively, the “Services”).
"You" or "Your" means you personally (i.e. the individual who reads and agrees to be bound by the Terms) and, if you act on behalf of a legal entity (as an employee for example), collectively, you and such entity.
1. ACCEPTANCE OF TERMS
1.1 By accepting these Terms during Your registration, by purchasing UP42 Credits or using the Services, You agree to be bound by the terms and conditions set forth in the Terms as well as all other applicable terms and policies, including the Privacy Policy and Terms of Use. You (including, when applicable, the organization You represent) will be deemed to have understood and accepted these Terms, which will form a binding Agreement between You and UP42.
1.2 These Terms will start on the earlier of the date You accept them or otherwise start accessing or using the Services, and will continue until You stop accessing and using the Services, unless ended earlier as described below. If you are accepting these Terms or accessing or using the Services on behalf of an entity, You represent and warrant that You have the authority to bind such entity to these Terms and You agree on behalf of such entity to be bound by these Terms.
1.3 The Terms govern the registration and use of the Account, as well as the purchase of UP42 Credits and processing of any Content available on the Platform. Please note that the access and use of any Content that You could find on UP42 Platform can be subjected to the End-User License Agreement or to some Export Control restrictions.
1.4 UP42 reserves the right to modify or revise the Terms at any time and will use reasonable efforts to notify You of this. All changes are effective immediately when UP42 posts them and apply to all access to and use of the Services after that time. Your continued use of the Services following the posting of revised Terms means that You accept and agree to the changes. You are expected to check this page each time You access the Website and the Platform so You are aware of any changes to these Terms. The version published on the Website at the relevant time applies between You and us. If at any time You do not agree with any amendment, modification or supplement to the Terms, You may terminate this Agreement for convenience as per Section 8.
2. REGISTRATION
2.1 To access, receive and use the Platform Services, You need an UP42 user profile associated with a valid email address. You can register at https://console.up42.com/register
2.2 During Your registration or later, You will be offered to upgrade Your Account to be on a different Plan. You will find more detailed information on how to proceed at https://docs.up42.com/getting-started/account.
2.3 If You choose to create an Account, You agree to provide only accurate, complete registration information, and You will keep that information up-to-date if it changes. When You register, You need to submit Your name and a valid email address. You agree to register in good faith and not to misrepresent the identity of another person or company. UP42 is not responsible for the accuracy of the information provided.
2.4 If You are invited to join an existing Account as a Member of it, You need to submit Your name and a valid email address. You agree to register in good faith and not to misrepresent the identity of another person. UP42 is not responsible for the accuracy of the information provided.
2.5 You are solely responsible for maintaining the confidentiality of Your Account or user profile, log-in details and password and should not share these with any other party.
2.6 You are fully responsible for all activities that occur under Your Account. You agree to notify UP42 immediately if You suspect any unauthorized use of Your Account or Your user profile or any other breach of security. UP42 cannot and will not be liable for any loss or damage arising from Your failure to comply with this section.
2.7 Any Accounts which have been registered with another person’s email address or with temporary email addresses may be closed without notice. UP42 may require users to re-validate their Accounts or user profile if UP42 suspects use of an invalid email address.
3. THE SERVICES
3.1 As soon as You are registered with an Account, UP42 undertakes to provide You with the Services accordingly with the Plan You’re on (cf. 2.2.).
3.2 As part of our Services, UP42 offers You professional, technical, hosting or support services in connection with the Content, such as "Learn & Improve" communications that may include Product onboarding tips, Products and Services updates to help You to access and use the Platform in order to meet Your needs.
3.3 Without limiting Section 10 or Your obligations under Section 4 , UP42 will implement reasonable and appropriate measures designed to help You secure Your Content against accidental or unlawful loss, access or disclosure. In that respect, Your Content will be stored in Germany. UP42 will not access or use Your Content except as necessary to maintain or provide the Platform Services, or as necessary to comply with the law or a binding order of a governmental body. UP42 will not disclose Your Content to any government or third party, except in each case as necessary to comply with the law or a binding order of a governmental body.
3.4 UP42 will only use Your Account Information in accordance with the Privacy Policy. UP42 may process Service Attributes in Germany i. to provide billing and administration services and ii. to provide support services and investigate fraud, abuse or violations of this Agreement.
3.5 UP42 will do reasonable efforts to keep the information on the Website and Platform accurate and up-to-date. Nevertheless, some information available through the Website may be technically inexact or contain typing errors. UP42 does not declare nor guarantee the completeness or reliability of this information and disclaims any liability for any error, omission, interruption and/or change in the content or damage resulting from a computer virus or a third party intruder.
3.6 UP42 reserves the right to modify all or part of the Website, at any time, including, without limitation, the right to delete, modify and/or vary any elements, features and functions.
4. YOUR RESPONSIBILITIES
4.1 You are responsible for all activities that occur under Your Account, regardless of whether the activities are authorized by You or undertaken by other employees from the same entity or a third party (including Your contractors or agents). UP42 and its affiliates are not responsible for unauthorized access to Your Account.
4.2 All the users who access to the same Account have access to all the resources, such as but not limited to workflows, custom blocks, and environment variables. To learn more about it: https://docs.up42.com/getting-started/account/users
4.3 You will ensure that the Content and Your use of the Content or the Platform Services will not violate any of the Policies or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of the Content.
4.4 You are responsible for properly configuring and using the Platform Services and otherwise taking appropriate action to secure, protect and backup Your Accounts and Your Content in a manner that will provide appropriate security and protection, which might include use of encryption to protect Your Content from unauthorized access and routinely archiving Your Content.
4.5 You may use the Platform Services only for lawful purposes and in accordance with these Terms. You agree:
- not to use the Platform Services, in any way that violates any applicable law or these Terms;
- to engage in any other conduct that may harm UP42 or other users of the Website, the Platform and the Services or expose them to liability.
Additionally, You agree not to:
- use any device, software or routine that interferes with the proper working of the Platform;
- introduce any viruses, Trojan horses, worms or other material that is malicious or technologically harmful.
- attempt to gain unauthorized access to damage or disrupt any parts of the Platform or any server, computer or database connected to the Platform.
- attack the Platform via a denial-of-service attack.
- otherwise attempt to interfere with the proper working of the Platform.
4.6 You may not, nor may You permit any third party to, modify, create derivative works from, reverse engineer, or attempt to derive any source code from the Website’s software, except as expressly permitted by a written license from us or a third party.
5. THIRD-PARTY CONTENT
5.1 You acknowledge and agree that certain Third-Party Contents are subject to restrictions in their use, distribution, export and re-export. Such restrictions are communicated by any relevant third party through a separate license (EULA) or agreement when You wish to access the Third-Party Content.
5.2 The Services may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by UP42. UP42 does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If You access a third party website from the Services, You do so at Your own risk, and You understand that these Terms and our Privacy Policy do not apply to Your use of such sites. You expressly relieve UP42 from any and all liability arising from Your use of any third-party website, service, or content. Additionally, Your dealings with or participation in promotions of advertisers found on the Services, including payment and delivery of goods, and any other terms (such as warranties) are solely between You and such advertisers. You agree that UP42 shall not be responsible for any loss or damage of any sort relating to Your dealings with such advertisers.
6. UP42 CREDITS
6.1 To use the Services offered by the Platform, it may be needed to purchase UP42 Credits that will allow You to access Content. For more information: https://docs.up42.com/account/credits/ Credits are allocated per Account and can only be bought by the Admin(s) of the Account.
6.2 UP42 Credits will expire twenty four (24) months from date of purchase or allocation. UP42 Credits will always be consumed in the order in which they were purchased or allocated (i.e. older credits are consumed first). Credits older than twenty four (24) months will be automatically expired and will no longer be used on the Platform.
You shall receive a notification seven (7) days prior to expiration, and can view UP42 Credit expiration dates under credit management.
6.3 Prices are subject to change by UP42 at any time and without notice. Only the price mentioned on the Platform at the time of the purchase and then in the invoice stored in your Account shall be binding. Please note that all your invoices are available in your Account and could be downloaded if needed.
6.4 Except in the event of specific agreement between UP42 and You, fees will be due for payment within as a standard rule thirty days (30) days upon the invoice date, exceptions may occur in special cases. Receipts by UP42 will be decisive. UP42 may charge You interests at the legal rate of 9 percentage points above the applicable base interest rate, as published by the German Federal Bank, per year on all late payments.
6.5 All amounts payable by You under those Terms will be paid to UP42 without setoff, and without any deduction or withholding. Fees and charges for any new Service or new feature of a Service will be posted on the Platform, unless UP42 expressly states otherwise in a notice; if You order such a new Service or new feature of a Platform Service, the then published fees will apply.
6.6 All payments once made to UP42 shall have been earned by UP42 as of the date of payment. You will not be entitled to any refund for the partial use of the Service or UP42 Credits at any time.
6.7 Each Party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that Party upon or with respect to the transactions and payments under those Terms.
6.8 As UP42 is established in Germany under the juridical form GmbH, the VAT law of the EU applies. The following rules applies to any purchases through UP42 Platform:
— German and European Customer: Intra-community VAT number (mandatory) and Tax ID (optional). Customers benefiting from the German VAT exemption must justify it with an appropriate document.
- German customers invoiced with VAT (19%)
- European customers (excl. Germany) invoiced without VAT
In the absence of the VAT number, the invoice must be issued with VAT.
— Non-European Customer: Tax ID number or tax certificate (mandatory). For US: TAX ID = Taxpayer Identification Number (TIN) or business registration number.
6.9 All payments made by You to UP42 under those Terms will be made free and clear of any deduction or withholding, as may be required by law. If any such deduction or withholding (including but not limited to cross-border withholding taxes) is required on any payment, You will pay such additional amounts as are necessary so that the net amount received by UP42 is equal to the amount then due and payable under this Agreement. UP42 will provide You with such tax forms as are reasonably requested in order to reduce or eliminate the amount of any withholding or deduction for taxes in respect of payments made under this Agreement.
6.10 Credit refund policy. As previously provided, UP42 Credits are non-refundable, but in some cases, You might get back UP42 Credits spent on an Order or a Job. A refund request can be approved or declined based on the factors that contributed to the issue. For more information on the Credit refund policy, see our dedicated documentation page.
7. TEMPORARY SUSPENSION
7.1 UP42 may suspend Your right to access or use any portion or all of the Platform Services immediately upon notice to You if UP42 determines:
a. Your use of the Platform Services: i. poses a security risk to the Platform Services or any third party, ii. could adversely impact UP42 systems, the Platform Services or the systems or Content of any other UP42 customer, iii. could subject UP42, UP42 affiliates, or any third party to liability, and/or iv. could be fraudulent; b. You are in breach of those Terms; c. You are in delay of payment obligations under Section 6; or d. You have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of Your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
7.2 If UP42, according to the previous §1, suspends Your right to access or use any portion or all of the Platform Services:
a. You remain responsible for all fees and charges You incur during the period of suspension; and b. You will not be entitled to any service credits under the Service Level Agreements for any period of suspension.
8. TERM AND TERMINATION
8.1 The Term of this Agreement will start on the Effective Date and will remain in effect until terminated under this Section. Any notice of termination of this Agreement by either Party to the other must include a Termination Date that complies with the notice periods as provided in this Section.
8.2 Termination for Convenience.
a. You may terminate this Agreement for any reason by providing UP42 notice and closing Your Account for all Services for which UP42 provides an account closing mechanism.
b. UP42 may terminate this Agreement for any reason by providing You at least thirty (30) days’ advance notice.
8.3 Termination for Cause.
a. Either Party may terminate this Agreement for cause if the other Party is in material breach of this Agreement and the material breach remains uncured for a period of seven (7) days from receipt of notice by the other Party. No later than the Termination Date, Your account will be closed.
b. UP42 may also terminate this Agreement immediately upon notice: i. for cause if UP42 has the right to suspend under Section 7 , ii. if UP42 relationship with a third party partner who provides software or other technology UP42 uses to provide the Platform Services expires, terminates or requires UP42 to change the way UP42 provides the software or other technology as part of the Platform Services, and/or iii. in order to comply with any relevant request of any governmental entity; iv. in case of expiration of the UP42 Credits according to Section 6.
8.4 Effect of Termination.
a. Upon the Termination Date:
i. except as provided in § (ii), all Your rights under this Agreement immediately terminate; ii. You remain responsible for all fees and charges due on the Termination Date and are responsible for any fees and charges incurred during the post-termination period described in Section 8.4 b; iii. You will immediately return or, if instructed by UP42, destroy all UP42 Content in Your possession; and iv. Sections 4.1, 6, 9 (except the license granted to You by these Terms) will continue to apply in accordance with their terms.
b. Post-Termination.
Unless UP42 terminates this Agreement pursuant to Section 7.3 (b), during the thirty (30) days following the Termination Date: i. UP42 will not take action to remove from the UP42 systems any of Your Content as a result of the termination; and ii. UP42 will allow You to retrieve Your Content from the Services only if You have paid all amounts due under this Agreement. iii. For any use of the Services after the Termination Date, the Terms of this Agreement will apply and You shall pay the applicable fees at the rates under Section 6 .
9. INTELLECTUAL PROPERTY RIGHTS AND LICENSE
9.1 Except as provided in this Section, UP42 obtains no rights whatsoever under this Agreement from You (or Your licensors) to Your Content. You consent to UP42 use of Your Content for the purpose of providing the Platform Services to You and any End Users.
9.2 You represent and warrant to UP42 (Garantie) that: a. You or Your licensors own all right, title, and interest in and to b. Your Content and Suggestions and You have all rights in Your Content and Suggestions necessary to grant the rights contemplated by this Agreement.
9.3 Subject to the terms of this Agreement, UP42 grants You a limited, revocable, non- exclusive, non-sublicensable, non-transferable license to access and use the Services solely in accordance with this Agreement.
9.4 Except as provided in the previous Section, You obtain no rights under this Agreement from UP42, UP42 affiliates or UP42 licensors to the Platform Services, including any related intellectual property rights.
9.5 UP42 Content and Third Party Content may be provided to You under a separate agreement and/or a separate license. In the event of a conflict between this Agreement and any separate agreement and/or separate license, the separate agreement and/or separate license will prevail with respect to the UP42 Content or Third Party Content that is the subject of such separate agreement and/or separate license.
9.6 Neither You nor any End User will use the Platform Services in any manner or for any purpose other than as expressly permitted by this Agreement. Neither You nor any End User will, or will attempt to:
a. modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Content included in the Platform Services (except to the extent Content included in the Platform Services is provided to You under a separate license that expressly permits the creation of derivative works),
b. reverse engineer, disassemble, or decompile the Platform Services or apply any other process or procedure to derive the source code of any software included in the Platform Services, except to the extent applicable law, such as Section 69e of the German Copyright Act (Urheberrechtsgesetz) doesn’t allow this restriction,
c. access or use the Platform Services in a way intended to avoid incurring fees or exceeding usage limits or quotas,
or
d. resell or sublicense the Platform Services.
9.7 If You provide any Suggestions to UP42 or UP42 affiliates, UP42 and UP42 affiliates will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to UP42 all right, title, and interest in and to the Suggestions and agree to provide UP42 any assistance UP42 requires to document, perfect, and maintain UP42 rights in the Suggestions.
10. INDEMNIFICATION
10.1 You will defend, indemnify, and hold harmless UP42, its affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any Losses arising out of or relating to any third party claim concerning: a. Your or any End Users’ use of the Platform Services (including any activities under Your account and use by Your employees and personnel); b. breach of this Agreement or violation of applicable law by You or Your Content; or c. a dispute between You and any End User.
10.2 You will reimburse UP42 for reasonable attorneys’ fees, as well as UP42 employees’ and contractors’ time and materials spent responding to any third party subpoena or other compulsory legal order or process associated with third party claims described in this Section above at UP42 then-current hourly rates.
11. WARRANTIES; LIMITATIONS OF LIABILITY
11.1 Warranties
The Platform Services are provided “as is”. Except to the extent prohibited by law, or to the extent any statutory rights apply that cannot be excluded, limited or waived, UP42 and its affiliates and licensors: a. make no representations or warranties (Garantie) of any kind, whether express, implied, statutory or otherwise regarding the service offerings or the Third-Party Content, and b. Disclaim all warranties, including any implied or express warranties (Beschaffenheitsvereinbarungen): i. of merchantability, satisfactory quality, fitness for a particular purpose, non- infringement, or quiet enjoyment, ii. arising out of any course of dealing or usage of trade, iii. that the service offerings or Third-Party Content will be uninterrupted, error free or free of harmful components, and iv. that any Content will be secure or not otherwise lost or altered.
11.2 If the availability of the Platform Services should be below the service levels agreed in the Service Level Agreement, Your sole remedy will be as stated in the Service Level Agreement. Any further liability of UP42 according to Section 10.3 remains unaffected.
11.3 Limitations of liability.
Except for UP42's liability in accordance with statutory laws in the event of gross negligence as well as in case of an injury to life, body and health, UP42's liability is excluded as follow: UP42 shall not be liable to You or any third party (whether such liability is based on contract or tort) for any special, indirect, incidental, consequential exemplary or any damages for lost profits, litigation costs), failure or defects of the output, loss, corruption or deletion of data or Your Content, loss of revenue, loss or interruption of business, even if that Party has been advised of or should have known of the possibility of such damages, unless it is for willful misconduct or gross negligence.
12. CONFIDENTIALITY
UP42 and You shall: i. protect any information provided by the disclosing Party that is identified as confidential or that reasonably should be considered confidential; and ii. use the information provided for the sole purpose of fulfilling its obligations under the respective Agreement.occurred.
13. GOVERNING LAW
13.1 The laws of the Federal Republic of Germany, without reference to conflict of law rules, govern this Agreement and any dispute of any sort that might arise between You and UP42. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.
13.2 Any dispute arising from or in connection with this Agreement or the fulfillment thereof will be exclusively adjudicated in the Courts of Berlin, Germany and You consent to this exclusive jurisdiction and venue.
13.3 The preceding provision regarding jurisdiction does not apply if You are a consumer based in the European Union. If You are a consumer based in the European Union, You may make a claim in the courts of the country where You reside.
14. MISCELLANEOUS
14.1 You will not assign or otherwise transfer this Agreement or any of Your rights and obligations under this Agreement, without UP42’s prior express written consent. Any assignment or transfer in violation of this Section will be void.
14.2 UP42 may assign this Agreement without Your consent: a. in connection with a merger, acquisition or sale of all or substantially all of UP42 asset b. to any affiliate in the meaning of Sections 15 ff. German Stock Companies Act (Aktiengesetz); and effective upon such assignment, the assignee is deemed substituted for UP42 as a Party to this Agreement and UP42 is fully released from all of its obligations and duties to perform under this Agreement.
Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the Parties and their respective permitted successors and assigns.
14.3 This Agreement incorporates the Policies by reference and is the entire agreement between You and UP42 regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between You and UP42, whether written or verbal, regarding the subject matter of this Agreement.
14.4 UP42 will not be bound by, and specifically object to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) including for example, any term, condition or other provision:
- a. submitted by You in any order, receipt, acceptance, confirmation, correspondence or other document,
- b. related to any online registration, response to any request for bid, request for proposal, request for information, or other questionnaire, or
- c. related to any invoicing process that You submit or require UP42 to complete.
- d. if the terms of this document are inconsistent with the terms contained in any Policy, the terms contained in this document will control, except that the Service Terms will control over this document.
14.5 Force Majeure
UP42 and UP42 affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond UP42 reasonable control, including acts of nature, labour disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
14.6 Trade Compliance and Export Control
You hereby expressly recognize and accept that governmental authorities may, in particular pursuant to applicable export and space law and regulation, limit the conditions of acquisition, distribution and delivery of Platform Services which may be subject to prior authorization. You shall comply, and cause any End-User to comply with any interdiction or restriction related hereto. In connection with this Agreement, each Party will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations. For clarity, You are solely responsible for compliance related to the manner in which You choose to use the Platform Services, including transferring and processing of Your Content and the provision of Your Content to End Users. You are advised that the Services available on the Platform may be subject to government export regulations. Accordingly You agree that no product and/or service will be exported from the territory where payment is received for the product and/or service without obtaining the prior approval in writing of all regulatory authorities at no cost to UP42. You represent and warrant that You and Your financial beneficiaries, or any party that owns or controls You or Your financial beneficiaries, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government, the European Union or its Member States, or other applicable government authorities.
14.7 Compliance with Law and Anti-corruption
a. You agree that Your activities under the present terms will be conducted in compliance with all applicable laws and regulations. You represent and warrant that, in relation to the activities or transactions contemplated by these terms neither You nor Your respective executives, employees, agents or any individuals or companies acting on Your behalf, have violated or will violate, or cause any other party to violate, any Laws. b. In particular, You represent that You or Your respective executives, employees, agents or any individuals or companies acting on Your behalf have not offered, promised, arranged for or paid, and warrants that You will not offer, promise, arrange for or pay, with respect to its execution and/or performance under this Agreement, anything of value (including but not limited to monies, gifts and entertainment and special favours) to any individuals (including public officials), either directly or indirectly, where this would violate (i) any local or international anti-corruption law applicable to the performance of Your obligations and activities under this Agreement, or (ii) the principles described in the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed in Paris on December 17, 1997, which entered into force on February 15, 1999, and the Convention’s Commentaries. c. You represent and warrant that neither You or Your respective executives, employees, agents or any individuals or companies acting on Your behalf is a Sanctioned Person nor have been convicted of any offense involving fraud, corruption, bribery, sanctions, export control or any other financial crime in any jurisdiction or country in the preceding five (5) years, unless disclosed to UP42 in a separate written statement. d. You shall as soon as practicable notify UP42 of any investigation or proceeding formally initiated by a public authority relating to an alleged violation of Laws by You nor Your respective executives, employees, agents or any individuals or companies acting on Your behalf, concerning operations and activities under this Agreement. You shall use reasonable efforts to keep UP42 informed as to the progress and disposition of such investigation or proceeding, except that You shall not be obliged to disclose any information that would be considered legally privileged. e. Notwithstanding anything in this Agreement to the contrary, in the event that You have materially breached any of the provisions in this Agreement, committed a material violation of any applicable Laws in connection with the performance of this Agreement, You become a Sanctioned Person or performance of one of Your obligations under the Agreement would constitute a breach of Sanctions and Export Control Laws, UP42 may request that such Party commence and diligently pursue remedial action. f. For the purposes of this section, a material violation of a Law shall mean a violation or breach that was deliberately or with deliberate indifference approved, authorized or committed by one of Your senior officials. g. If the requested remedial action is not pursued within fifteen (15) days or another agreed upon time or under the Laws it is not possible to implement remedial action, then UP42 will be entitled and authorized to terminate this Agreement as provided in Section 8. h. You shall also indemnify and hold harmless UP42 for any fines, penalties, legal and professional fees, or other direct damages caused by Your violation.
14.8 Independent Contractors
UP42 and You are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither Party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.
14.9 Non-Exclusive Rights
Both Parties reserve the right: a. to develop or have developed for it products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other Party, and b. to assist third party developers or systems integrators who may offer products or services which compete with the other Party’s products or services.You will not misrepresent the relationship between UP42 and You (including by expressing or implying that UP42 support, sponsor, endorse, or contribute to You or Your business endeavours). You will not imply any relationship or affiliation between UP42 and You except as expressly permitted by this Agreement.
14.10 Language
All communications and notices made or given pursuant to this Agreement must be in the English language.
14.11 Notices
a. To You: UP42 may provide any notice to You under this Agreement either by sending a message to the email address then associated with Your Account or directly by publishing a post on the Website or Your user interface. It is Your responsibility to keep Your email address current and/or to regularly check the Website, Your Account and user interface. Your continued use of the Services following the posting of the notification means that You have been notified accordingly with these Terms.
b. To UP42: To give UP42 notice under this Agreement, You must contact UP42 by personal delivery, overnight courier or registered or certified mail to the mailing address listed above or by sending a message to the following email address: [email protected]. UP42 may update the address for notices to UP42 by sending a message to the email address then associated with Your Account; it is Your responsibility to keep Your email address current.
14.12 No Third-Party Effect
This Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.
14.13 No Waiver
he failure by UP42 to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit UP42 right to enforce such provision at a later time. All waivers by UP42 must be in writing to be effective (Section 126(1) of the German Civil Code – Bürgerliches Gesetzbuch).
14.14 Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. In such cases the Parties will cooperate in the creation of terms which achieve such legally valid result as comes closest commercially to that of the invalid or unenforceable provision. The above will apply accordingly to the closing of any unintended gaps in the Agreement.
15. DEFINITIONS
“Account Information” means information about You provided to UP42 in connection with the creation or administration of Your UP42 Account. Account Information includes names, usernames, phone numbers, email addresses and billing information associated with Your Account.
“API” means an application program interface.
“Content” means software (including machine images), data, text, audio, video or images, in particular APIs.
“Credits” means the unit of measure for the use of the Platform Services on the Website.
“Your Content” means Content that You or any End User transfers to UP42 for processing, storage or hosting by the Services in connection with Your Account and any computational results that You or any End User derives from the foregoing through their use of the Services.
“Documentation” means the user guides (in each case exclusive of content referenced via hyperlink) for the Services located at https://up42.com (and any successor or related locations designated by UP42), as such user guides may be updated by UP42 from time to time.
“End User” means any individual or entity that directly or indirectly through another user: (a) accesses or uses Your Content; or (b) otherwise accesses or uses the Platform Services under Your Account. The term “End User” does not include individuals or entities when they are accessing or using the Services or any Content under their own UP42 account, rather than under Your Account.
“UP42 Confidential Information” means all non-public information disclosed by UP42, UP42 affiliates, business partners or UP42or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. UP42 Confidential Information includes: (a) non-public information relating to UP42 or UP42 affiliates or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that UP42 is obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between You and UP42 or UP42 affiliates. UP42 Confidential Information does not include any information that: (a) is or becomes publicly available without breach of this Agreement; (b) can be shown by documentation to have been known to You at the time of Your receipt from UP42; (c) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (d) can be shown by documentation to have been independently developed by You without reference to the UP42 Confidential Information.
“UP42 Content” means Content UP42 or any of its affiliates may, on the basis of a separate agreement and/or a separate license, make available in connection with the Services or on the Website, including APIs; Documentation; sample code; software libraries; command line tools; proofs of concept; templates; and other related technology (including any of the foregoing that are provided by UP42 personnel). UP42 Content does not include the Services or Third-Party Content.
“Law” means any federal, state and municipal law, ordinance, regulation, rule, code, order, opinion, decision, requirement or rule of law, decree, judicial or regulatory order, judgment or injunction in any relevant jurisdiction, including any applicable international anti-corruption laws, anti-money laundering, anti-terrorism, data protection, tax evasion, anti-boycott laws and Sanctions and Export Control Laws.
“Losses” means any claims, damages, losses, liabilities, costs, and expenses in the meaning of Sections 249 ff. of the German Civil Code (Bürgerliches Gesetzbuch).
“Platform Services” means the Services (including associated APIs), the UP42 Content (if any) and any other product or service provided by UP42 under this Agreement. Platform Services do not include Third-Party Content.
“Policies” means the Privacy Policy, the Platform Terms, the Service Terms, all restrictions described in the UP42 Content and on the Website, and any other policy or terms referenced in or incorporated into this Agreement, but does not include whitepapers or other marketing materials referenced on the Website.
“Privacy Policy” means the privacy policy located at http://www.UP42.com (and any successor or related locations designated by UP42), as it may be updated by UP42 from time to time.
“Sanctions and Export Control Laws” means any laws or regulations which impose economic, trade or other restrictive measures or, export, re-export licenses or other authorisations in each case issued and enforced by a Sanctions Authority.
“Sanctions Authority” means the government of any country with jurisdiction over the Parties and/or the Terms.
“Sanctioned Person” means: (a) any natural or legal person in any list of sanctioned persons (including the List of Specially Designated Nationals (SDN) and Sectorial or Sanctions Identifications (SSI) List) of any Sanctions Authority (ie the government of any country with jurisdiction over the Parties, the Contract or the Project); or (b) any natural or legal person directly or indirectly owned or controlled by any one or several person(s) designated under (a) above.
“Service” means each of the services made available by UP42 or its affiliates, including those web services described in the Service Terms. Services do not include Third-Party Content.
“Service Attributes” means service usage data related to Your Account, such as resource identifiers, metadata tags, security and access roles, rules, usage policies, permissions, usage statistics and analytics.
“Service Level Agreement” means all service level agreements that UP42 offer with respect to the Services and post on the Platform, as they may be updated by UP42 from time to time. The service level agreements UP42 offer with respect to the Services are located at http://www.UP42.com (and any successor or related locations designated by UP42), as may be updated by UP42 from time to time.
“Service Terms” means the rights and restrictions for particular Services located at http://www.UP42.com (and any successor or related locations designated by UP42), as may be updated by UP42 from time to time.
“Suggestions” means all suggested improvements to the Platform Services that You may provide to UP42.
“Termination Date” means the effective date of termination provided in accordance with Section 7, in a notice from one Party to the other.
“Third-Party Content” means Content made available to You by any third party on the Website or in conjunction with the Services, subject to a separate agreement and/or a separate license.
“Website” means the website at http://www.UP42.com (and any successor or related site designated by UP42), as may be updated by UP42 from time to time.
“Website Terms” means the terms of use located at http://www.UP42.com (and any successor or related locations designated by UP42), as may be updated by UP42 from time to time.
Last Update: February 17, 2023