Terms & Conditions

UpKeep Terms & Conditions

These Terms of Service (the "Terms of Service") govern the use of the mobile and internet-based services, business tools offered by upKeep (the "Company," "upKeep," "we" or "us") at and through the website www.upKeep.pro (the "Website") and through mobile applications (such services, applications and the Website are collectively referred to as the "Services"). The Company's Privacy Policy located at https://www.upKeep.pro/pages/privacy-policy as well as any community guidelines or dispute resolution procedures that the Company may provide or make available, are all considered part of these Terms of Service and are incorporated by reference into these Terms of Service in their entirety. Any reference to these Terms of Service shall include and mean a reference to all such incorporated policies, guidelines, programs, schedules and processes. In the event of a conflict between these Terms of Service and any other terms posted on the Website, the terms of these Terms of Service shall govern, and in the event of a conflict between these Terms of Service and the End User License Agreement in mobile applications (the "EULA"), the terms of the EULA shall govern.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN upKeep AND YOU WHICH GOVERNS YOUR USE OF THE SERVICES. YOUR USE OF THE SERVICES CONSTITUTES YOUR ACCEPTANCE OF AND AGREEMENT TO ALL OF THE TERMS AND CONDITIONS IN THESE TERMS OF SERVICE AND YOUR REPRESENTATION THAT YOU ARE 18 YEARS OF AGE OR OLDER. IF YOU OBJECT TO ANYTHING IN THESE TERMS OF SERVICE, YOU ARE NOT PERMITTED TO USE THE SERVICES.

If you are accepting these Terms of Service and using the Services on behalf of a company, organization, government, or other legal entity, you represent and warrant to upKeep that you have full power and authority to do so.

The Services are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Unauthorized reproduction or distribution of the Services, or any portion of them, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. The Services are licensed, not sold.

upKeep Services

upKeep is a platform that connects the best service providers (collectively or individually, "Professionals") providing professional services (“Professional Services") with clients seeking such services ("Clients" or "you"). The Professionals and Clients are both users of the Services provided by upKeep and are hereinafter referred to collectively as "Users."

upKeep solely provides a platform for Professionals and Clients to connect and serves only as a medium to facilitate the provision of Professional Services. upKeep does not provide or contract for Professional Services, and Professionals and Clients contract independently for the provision of Professional Services. Each Client is solely responsible for selecting the Professional, the Professional Services to be provided and the location at which Professional Services will be performed, whether on the premises of a Professional or at a site designated by the Client. Any decision by a Client to receive Professional Services or by a Professional to provide Professional Services is a decision made in such person's sole discretion and at their own risk. All Users understand and acknowledge that (i) the Company does not conduct background checks on Clients and (ii) any provision of Services in a private location inherently increases the risks involved for both Clients and Professionals.

upKeep does not have control over the quality, suitability, reliability, timing, durability, legality, failure to provide, or any other aspect whatsoever of any Professional Services provided by Professionals nor of the integrity, responsibility or any of the actions or omissions whatsoever of any Professionals or Clients. upKeep makes no representations or warranties whatsoever with respect to Professional Services offered or provided by Professionals or requested by Clients through use of the Services, whether in public, private, or offline interactions, or about the accreditation, registration or licensing of any Professional. You understand that upKeep does not routinely screen its Users, inquire into the background of its Users or attempt to verify information provided by any User. upKeep does not verify or confirm that any User is who they claim to be or is accurately representing themselves and does not verify or confirm any representations with respect to Professional Services. upKeep does not assume any responsibility for the accuracy or reliability of this information or any information provided through the Services. Notwithstanding the foregoing, upKeep may, but is not obligated to, check the background and experience of Professionals via third-party background check services and first party interviews, including but not limited to a verification of identity and a comprehensive criminal background check, and may terminate a Professional based on any information discovered during such background checks and first party interviews. Whether or not upKeep conducts a background check or first party interview on a Professional, each Client must decide whether a Professional is suited to such Client's needs and should exercise caution and common sense to protect their personal safety and property, just as they would when interacting with anyone you don't know. NEITHER COMPANY NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES AND YOU HEREBY RELEASE THE COMPANY AND ITS AFFILIATES OR LICENSORS FROM ANY LIABILITY RELATED THERETO. COMPANY AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE SERVICES.

In connection with certain services, including Professional Services, for which reservations are made available on the Services, some Professionals may require you to enter credit card or other payment information, and such Professionals may charge fees for reservations, including cancelled and missed appointments. The Professionals are only allowed to do so in accordance with any policy posted on such Professional's upKeep page at the time of your booking. By entering your payment information when requested, you authorize upKeep and its payment processors to charge and process the fees and charges assessed in connection with your reservations in accordance with the policy described on the Professional's upKeep page at the time of your booking. While upKeep takes what it believes to be reasonable efforts to ensure secure transmission of your information to third parties who assess and process payments, upKeep is not responsible for any fees or charges assessed by third parties or any errors in the processing of payments by third parties, including any errors that result from third-party negligence, improper transmission of payment information, your mistaken submission of payment information, or your submission of erroneous payment information.

If you cancel or don't show up for an appointment, your credit card may still be charged in accordance with the cancellation policy of the Professional posted on such Professional's upKeep page at the time of your booking, at the Professional's discretion. upKeep facilitates the payment transaction per these Terms between you and each Professional, but is not responsible for mediating any resulting disputes. upKeep has no obligation to provide refunds or credits, but may grant them in extenuating circumstances, as a result of specific refund guarantee promotions, or to correct any errors made by upKeep, in each case in upKeep's sole discretion.

Although the Services are intended to provide a Professional's availability in real-time, it is possible that a scheduling conflict may occur that requires the Professional to reschedule your reservation. Creation of a reservation using the Services is not a guarantee that the Professional will honor the reservation as scheduled.

upKeep cannot guarantee availability of the Services to any User.

upKeep does not independently confirm that Professionals are licensed to perform the Professional Services offered by them on our Website. However, when Professionals create accounts with upKeep, Professionals certify to upKeep that they are a licensed professional, or if the Professional is a barbershop, merchant or other business entity, all of such Professional's employees, independent contractors or agents who are providing Professional Services each are a licensed professional, that they are legally able to provide the Professional Services they offer to Clients on our Website, and that their business information is correctly represented on upKeep. upKeep reserves the right to remove or hide any incorrect, out of date, or illegal information from profiles, as well as remove or hide the entire profile itself at any time.

Fees and Payment

Fees

Fees for the Subscription ("Subscription Fees") are set forth (a) herein, (b) online and/or (c) in a separately executed or accepted Subscription agreement between you and upKeep. You agree to pay upKeep the Subscription Fees, and any other applicable fees as may be agreed to by you. All fees are non-refundable and non-transferable except for as expressly provided in these Terms of Service. Unless otherwise stated, fees must be paid in advance of each billing period.

Each Professional authorizes us to confirm that the credit card account or other payment method associated with their Account and used in connection with the Services is and remains in good standing with a financial institution as long as the Professional is using the Services. Each Professional authorizes us to obtain credit reports or other background inquiries from time to time to assess the Professional's eligibility to continue use of the Services. All balances and all fees, charges, and payments collected or paid through the Services are denominated in US dollars. Users of the Service will be liable for any taxes (including VAT, if applicable, required to be paid on the Services provided under the Agreement (other than taxes on the Company's income).

Billing Cycle

Your Subscription starts on the date that you sign up for a Subscription and submit payment. Unless otherwise communicated to you at the time of sign up, each Subscription cycle is one-month in length ("Subscription Period"), and will automatically renew on a monthly basis until we or you terminate the Subscription, or you notify us via the Services or by email to [email protected] of your decision to terminate your current Subscription. Unless otherwise communicated to you, you will be billed on the monthly anniversary of first submitting payment to us for your Subscription (e.g., if your Subscription begins on April 20th, it will renew on April 20th, May 20th, and so on. If your Subscription begins on a date that doesn't occur every billing cycle (e.g., the 31st), you will be billed on the last day of every month. We reserve the right to change the timing of our billing. You acknowledge that the amount billed to you each month may vary due to promotional offers and/or adding or changing your Subscription plan, and you authorize upKeep to charge you for these varying amounts as necessary.

Subscription Pricing

We reserve the right to adjust pricing for the Subscription Services at any time upon fourteen (14) days prior notice. Unless we expressly communicate otherwise, any price change to your membership will take effect on your next billing cycle. You must agree to the change in fees to continue to use the Services. To withdraw your consent, you will need to cancel your account by logging into your account through the subscription portal and following the cancellation procedures there, or notifying us at [email protected] 

upKeep may, from time to time, offer trial memberships which include free or discounted access to the Subscription during the designated trial period. Each trial membership will automatically convert to a regular monthly subscription if the subscription is activated by placing a credit card or other payment method on file. unless cancelled no more than forty-eight (48) hours prior to the end of your trial period. To cancel your subscription, logon to your account through the subscription portal and follow the cancellation procedures indicated there, or email [email protected]

You may terminate your Subscription at any time. If you cancel with more than forty-eight (48) hours notice prior to your next billing cycle, you will not be charged for the next month of the Subscription Service. If you have any questions about your individual billing cycle, please log onto your account to view your billing cycle details, or contact us at [email protected]

[email protected], upKeep will deactivate the connection between the upKeep Services and your Third Party Account and any information stored on upKeep's servers that was obtained through such Third Party Account will be hidden, except the username and profile picture associated with your Account.

Termination of Accounts

upKeep reserves the right, in its sole discretion, to terminate your Account if you violate these Terms of Service or for any reason or no reason at any time. We may also suspend your access to the Services and your Account (including the funds in your Account) if you (a) have violated the terms of these Terms of Service, any other agreement you have with upKeep, including without limitation the EULA, or upKeep's policies, (b) pose an unacceptable credit or fraud risk to us, (c) provide any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct, or (d) for any other reason in upKeep's sole discretion.

If your Account is terminated or suspended for any reason or no reason, you agree: (a) to continue to be bound by these Terms of Service, (b) to immediately stop using the Services, (c) that any licenses granted to you under these Terms of Service shall end, (d) that we reserve the right (but have no obligation) to hide or delete all of your information and account data stored on our servers, and (e) that upKeep shall not be liable to you or any third party for termination or suspension of access to the Services or for deletion or hiding of your information or account data. You agree that upKeep may retain and use your information and account data as needed to comply with investigations and applicable law.

We will not be liable to you for compensation, reimbursement, or damages in connection with your use of the Services, or in connection with any termination or suspension of the Services. Any termination of these Terms of Service does not relieve you of any obligations to pay any Fees or costs accrued prior to the termination and any other amounts owed by you to us as provided in these Terms of Service.

upKeep is not liable for any losses relating to chargebacks, fraudulent charges, or other actions by any User that are deceptive, fraudulent or otherwise invalid as determined in upKeep's sole discretion ("Fraudulent Actions"). By using the Services, you hereby release upKeep from any liability arising from Fraudulent Actions. You will also use best efforts to promptly notify upKeep of any Fraudulent Actions which may affect the Services. upKeep reserves the right, in its sole discretion, to terminate the account of any User that engages in, or enables any other User to engage in, Fraudulent Actions.

Payment Processing Services

upKeep's Role

The Services allow Clients to pay and Professionals to accept payments for Professional Services, including Card-based payments initiated with Cards bearing the trademarks of MasterCard International Inc. and Visa Inc. (collectively, the "Networks") through a payment service provider retained by the Company (the "PSP"). We are not a bank and we do not offer banking services as defined by the United States Department of Treasury.

upKeep facilitates the processing of payments Professionals receive from Clients. This means that we collect, analyze and relay information generated in connection with these payments.

Authorization

You authorize us to process payments in accordance with the Services, using the payment information you have supplied. Users of the Service will be required to provide their credit card or bank account details to Company and the PSP.

Within 24 hours after you receive confirmation through the Service or via email that a Professional Service has been completed, you agree to authorize the Company to provide your payment details to the PSP for processing of payments, out of pocket expenses owed to a Professional, any tip or gratuity, if applicable, and the service fees and trust and safety fees owed to Company for the use of the Service. You may be charged a cancellation fee through the PSP if you book a Professional Service, but cancel it before it is completed.

Third Party Payment Service Provider

Users will be required to provide their credit card or bank account details to the Company and the PSP. As a condition of upKeep enabling payment processing services through the PSP, you agree to provide upKeep accurate and complete information about you and/or your business, and you authorize upKeep to share it and transaction information related to your use of the PSP services.

Notwithstanding any amounts owed to Company hereunder, COMPANY DOES NOT PROCESS PAYMENT FOR ANY SERVICES. To facilitate payment for the Service via bank account, credit card, or debit card, we use Stripe, Inc. and its affiliates (“Stripe”), (in addition to PayPal and Square, discussed below) a third-party payment processor (collectively, “Payment Processors”). The payment processing services are provided by Stripe and are subject to the Stripe terms and conditions and other policies available at https://stripe.com/legal and Stripe’s Global Privacy Policy available at: https://stripe.com/privacy (collectively, the "Stripe Agreements"), and the other applicable Payment Processor’s terms and conditions, privacy policy, and all other relevant agreements (described below) (collectively, the “Payment Processor Agreements”). By agreeing to these Terms of Service, users that use the payment functions of the Service also agree to be bound by the Stripe Agreements, and the other applicable Payment Processor Agreements, for the payment function the user is using, as the same may be modified by Stripe, and the other applicable Payment Processors, from time to time. You hereby authorize Stripe, and the other applicable Payment Processors, to store and continue billing your specified payment method even after such payment method has expired, to avoid interruptions in payment for your use of the Service. Please contact Stripe, or the other applicable Payment Processor, for more information. Company assumes no liability or responsibility for any payments you make through the Service

Unauthorized or Illegal Use

We may decide not to authorize or settle any transaction that you submit to us if we believe in our sole discretion that the transaction is in violation of these Terms of Service or any other upKeep agreement, or that it exposes Professionals, other upKeep Users, the PSP or upKeep to harm. Harm includes fraud and other criminal acts as determined by upKeep in our sole discretion. If we reasonably suspect that your Account has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your Account, and any of your transactions with law enforcement.

Accepted Cards

upKeep works with any US-issued and most non-US issued credit, debit, prepaid, or gift cards ("Cards") with a Visa, MasterCard, or Discover logo. We may remove or add Cards that we accept at any time without prior notice. We will generally only process Cards that receive an authorization from the applicable Network and Card issuer.

upKeep Fees

If applicable, you agree to pay the applicable fees listed on our Fee Schedule available at https://www.upKeep.pro for use of the Services ("Fees"). Subject to the terms of these Terms of Service, we reserve the right to change our Fees immediately upon notice. You must agree to the change in Fees to continue to use the Services. To withdraw your consent, you will need to close your Account. All balances and all Fees, charges, and payments collected or paid through the Services are denominated in US dollars.

Customer Care

Professionals, as a separate entity from upKeep, are solely responsible for all customer service issues relating to such Professional's goods or services, including without limitation, any Professional Services, pricing, order fulfillment, order or appointment cancellation, returns, refunds and adjustments, rebates, functionality and warranty, and feedback concerning experiences with such Professional, any personnel, their policies or processes. As between Clients and upKeep, upKeep is solely responsible for customer service issues relating to any Account, payment, Card processing, debiting or crediting.

Professional's Loyalty Programs

Professionals may offer loyalty programs to Clients. If a Professional offers such a loyalty program, the Professional (and not upKeep) is responsible for ensuring that its program and any associated rewards are compliant with applicable federal and state laws, including laws governing prepaid cards and special offers such as rebates and coupons. The Professionals agree to make available to Clients any terms and conditions applicable to such Professional's loyalty program.

upKeep Programs

The Company may from time to time provide certain programs, promotions, opportunities, sweepstakes and contests to Clients ("upKeep Programs"), descriptions of which can be found at https://www.upKeep.pro. upKeep may at any time in its sole discretion, change, modify, add to, supplement or delete the terms and conditions of any upKeep Program, including without limitation changing the name, fees and eligibility requirements to participate in such upKeep Program. The Company will endeavor to notify you of any material changes by email, but will not be liable for any failure to do so. In any case, the liability of any of Company's partners pursuant to such upKeep Programs shall be limited as described in these Terms of Service, including but not limited to Section 12 of these Terms of Service.

The upKeep Programs may, among other things, offer certain benefits to Clients for referring Professionals or Clients to the Services. The upKeep Programs may offer certain premium services for additional fees to certain Users. Currently, each User will have the choice to join that upKeep Program, however, in the future, the participation in certain of the upKeep Programs may become mandatory for certain Users.

The Company's general terms and conditions for promotional offers (including offers where you must redeem a promotional code as part of the offer) that are not otherwise described or made available on the Website or mobile application can be found https://www.upKeep.pro.

If any future changes to these Terms of Service are unacceptable to you or cause you to no longer be in compliance with these Terms of Service, you must terminate, and immediately stop using, the Services.

By opting in to upKeep, or our subsidiaries or affiliates (hereinafter, “We,” “Us,” “Our”) (the “Service”), you agree to these Text Messaging Terms and Conditions (the “Agreement”). Your participation in the Service is also subject to our Privacy Policy, Terms of Use and any other applicable terms and agreements related to your use of Our services. This Agreement is not intended to modify other terms or the Privacy Policy that may govern the relationship between you and Us in other contexts.

You acknowledge that by voluntarily providing your telephone number(s), you expressly agree to receive ongoing recurring automated text messages (such as SMS, MMS, or successor protocols or technologies) from, or on behalf of, Us that may be sent using an automatic telephone dialing system concerning the marketing and sale of Our products, services, offers, promotions, and events, as well as your relationship with Us, including your orders and the products and services that you have inquired about. You understand that consent is not required to make any purchase from Us. Message and data rates may apply. Message frequency may vary.

Your consent to receive automated texts is completely voluntary. You may opt-out at any time. To opt out of text messages, reply “STOP”, “END”, “CANCEL”, “UNSUBSCRIBE”, or “QUIT” to any mobile message from Us or email [email protected] and specify that you want to opt out of text messages. You may also text “HELP” or email Us at [email protected] for help. You acknowledge and agree to accept a final text message confirming your opt-out. We may use different shortcodes for different messaging purposes, so texting STOP”, “END”, “CANCEL”, “UNSUBSCRIBE”, or “QUIT” to one shortcode will not effectuate a stop request for all shortcodes to which you are subscribed. If you would like to stop messages from multiple shortcodes, text STOP”, “END”, “CANCEL”, “UNSUBSCRIBE”, or “QUIT” to each shortcode to which you would like to unsubscribe.

You agree to indemnify Us for any privacy, tort or other claims, including claims under the Federal Telephone Consumer Protection Act or any state law equivalents, including claims relating to your voluntary provision of a telephone number that is not owned by you and/or your failure to notify Us of any changes in your mobile telephone number. You agree to indemnify, defend and hold us harmless from and against any and all such claims, losses, liability, costs and expenses (including reasonable attorneys’ fees).

By participating in the Service, you acknowledge and agree that you are eighteen (18) years or older or are of the age of majority in your jurisdiction. You must have a wireless device of your own, capable of two-way messaging, be using a participating wireless carrier, and be a wireless service subscriber with text messaging service. Not all cellular phone providers carry the necessary service to participate. Please check your phone capabilities for specific text messaging instructions.

We may suspend or terminate your receipt of text messages if We believe you are in breach of this Agreement. Your receipt of text messages from Us is also subject to termination if your mobile telephone service terminates or lapses. We also reserve the right to modify or discontinue, temporarily or permanently, all or any part of Our text messages, with or without notice.

You represent and warrant to Us that you have all necessary rights, power and authority to agree to these Terms and perform your obligations hereunder, and nothing contained in this Agreement or in the performance of such obligations will place you in breach of any other contract or obligation. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. We reserve the right to change this Agreement from time to time by updating this page, and such updates will be effective immediately upon posting. You acknowledge your responsibility to review this Agreement from time to time and to be aware of any such changes. By continuing to participate in the Service after any such changes, you accept this Agreement, as modified.

Use of Services; Limitations and Changes to the Services.
‍We may change, modify, suspend, or discontinue all or any part of the Services at any time, with or without reason. You acknowledge that the operation of the Services may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and upKeep shall not be responsible to you or others for any such interruptions, errors or problems or an outright discontinuance of the Services. upKeep has no obligation to maintain or update the Services or to continue producing or releasing new versions of the Services.

We will make reasonable efforts to keep the Services operational 24 hours a day/7 days a week, except for: (i) planned downtime (of which we will endeavor to provide at least 8 hours prior notice); or (ii) any unavailability caused by circumstances beyond our control, including but not limited to, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems or Internet service provider failures or delays.

As a User of the Services, you agree to follow all applicable rules and laws and take full responsibility for any promotion you offer via the Services.

When you publish content or information using the "public" setting, it means that everyone, including people outside of the upKeep community, will have access to that information and we may not have control over what they do with it.

We always appreciate your feedback or other suggestions about upKeep, but you understand that we may use them and you hereby grant us all rights to such suggestions without any obligation to compensate you for them (just as you have no obligation to offer them).

We do our best to keep upKeep safe and spam free, but can't guarantee it. In order to help us do so, you agree not to:

• send or otherwise post unauthorized commercial communications (such as spam) on the Services.
• collect Users' content or information, or otherwise access the Services, using automated means (such as harvesting bots, robots, spiders, or scrapers) without our permission.
• engage in unlawful multi-level marketing, such as a pyramid scheme, on the Services.
• upload viruses or other malicious code.
• solicit login information or Account IDs or access an account belonging to someone else.
• bully, intimidate, or harass any User.
• post content that is hateful, threatening, pornographic, or that contains nudity or graphic or gratuitous violence.
• develop, advertise or otherwise market alcohol-related or other mature content.
• use upKeep to do anything unlawful, misleading, malicious, or discriminatory.
• do anything that could disable, overburden, or impair the proper working of upKeep or the Services, such as a denial of service attack.
• facilitate or encourage any violations of these Terms of Service.

To make sure we are able to provide a service to our Users and customers, we need to make sure our pages are accurate and up-to-date. To help us do so, you agree to:

• keep your Registration Data and contact information accurate and up-to-date.
• keep your Account IDs and Account information confidential and to not share your login information or Account IDs, let anyone else access your Account, or do anything else that might jeopardize the security of your Account.

HIPAA Notice

You should not share any protected health information with service providers via the Services. The Services are not intended to be used to communicate protected health information, and it is not intended to be compliant with the Health Insurance Portability and Accountability Act (HIPAA). The term "protected health information" means any information that relates to the past, present or future physical or mental health or condition of an individual; the provision of health care to an individual; or the past, present or future payment for the provision of health care to an individual. If you do share any protected health information, you do so at your own risk.

Proprietary Rights

The Services contains content and technology of the Company that is protected by copyright, trademark, patent, trade secret and other laws. The Company owns intellectual property rights to any protectable part of the Services, including but not limited to the design, artwork, logos, functionality, and documentation (collectively, the "Company Property"). You may not copy, modify, or reverse engineer any part of the Services or the Company Property.

In order to operate the Services, the Company needs to make certain use of your publicly posted Content. Therefore, by posting, uploading or submitting to upKeep, or making available for inclusion in publicly accessible areas of upKeep, any text, images, photos, graphics, audio or video, including any content protected by intellectual property rights (collectively, "Content"), you represent that you have full authorization to do so. You also hereby grant upKeep a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use, distribute, reproduce, modify, adapt, publicly perform, publicly display and make derivative works of such Content in connection with the Services and any services or products affiliated with the Services, regardless of the form of media used or of whether such services or products now exist or are developed in the future. This license exists only for as long as you elect to continue to include such Content on upKeep and will terminate at the time such Content is removed from the Services by you or by upKeep; provided that the license will not terminate and will continue notwithstanding any removal of the Content or termination of your use of the Services to the extent that upKeep needs to use such Content in connection with any investigation or in compliance with any laws.

You agree not to post any images containing written text or text overlays. Images may not have symbols or text-images anywhere in the photo, including but not limited to shapes, logos, or emoticons, etc. upKeep reserves the right to remove or hide or change any images without notice.

When you delete Content, it is deleted in a manner similar to emptying the recycle bin on a computer. However, you understand that removed Content may persist in backup copies for a reasonable period of time (but will not be available to others).

You acknowledge that all derivative designs and artwork which utilize the Company's logo or other Company Property (collectively, "Derivative Works") are the sole property of the Company. No other rights are granted to you with respect to the Company Property other than those rights granted explicitly herein, including with respect to any Derivative Works.

Any Content posted by a User belongs to the person that posted such Content. You may use any Content posted by you in any way without restriction. You may only use Content posted by others in the ways described in these Terms of Service.

The Company reserves the right to remove or hide any Content from the Services, at its sole discretion.

The Company respects the intellectual property of others. It may, in appropriate circumstances and at its discretion, disable and/or terminate the Accounts of Users who the Company, in its determination, believes have repeatedly infringed others' rights. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide the following information to the Company's copyright agent via email to [email protected].

• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
• a description of the copyrighted work or other intellectual property that you claim has been infringed;
• description of where the material that you claim is infringing is located on the site, including a url link;
• your address, telephone number, and email address;
• a statement by you that you have a good faith belief that the disputed use is not authorized or consented to by the copyright owner, its agent, or the law; and
• a statement by you, made under penalty of perjury, that the above information in your notice is completely accurate and that you are the copyright or intellectual property owner or are authorized to act on the copyright or intellectual property owner's behalf.

The Company reserves the right to send Clients a newsletter from time to time if they opt-in to receiving one. This communication will be highly targeted based on how each Client uses upKeep and will be designed to inform Clients of how to get more value from the Services.

As part of the Services, the Company offers Professionals the option to send SMS and email messages to their Clients for various reasons such as reminding them of an upcoming appointment. By agreeing to these Terms of Service and using such tools, each Professional represents that it has permission from each Client to send SMS and email notifications and that each Professional takes full responsibility for adhering to each Client's preference with respect to such notifications.

Disclaimers

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. YOU ARE FULLY AND SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS AND YOU AGREE THAT IT IS SOLELY YOUR RESPONSIBILITY TO TAKE REASONABLE PRECAUTIONS IN ALL ACTIONS AND INTERACTIONS WITH OTHER PROFESSIONALS AND CLIENTS AND IN THE PROVISION OR RECEIPT OF Professional SERVICES. upKeep IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES. upKeep IS UNDER NO OBLIGATION TO, AND DOES NOT ROUTINELY, SCREEN ITS USERS, INQUIRE INTO THE BACKGROUND OF ITS USERS OR ATTEMPT TO VERIFY INFORMATION PROVIDED BY ANY USER. WE RESERVE THE RIGHT, BUT HAVE NO OBLIGATION, TO MONITOR DISPUTES BETWEEN YOU AND OTHER USERS. PLEASE CAREFULLY SELECT THE TYPE OF INFORMATION THAT YOU POST ON THE SERVICES OR THROUGH THE SERVICES OR RELEASE TO OTHERS. WE DISCLAIM ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF OTHER PARTICIPANTS OR USERS.

IT IS POSSIBLE FOR OTHERS TO OBTAIN PERSONAL INFORMATION ABOUT YOU DUE TO YOUR USE OF THE SERVICES OR Professional SERVICES, AND THAT THE RECIPIENT MAY USE SUCH INFORMATION TO HARASS OR INJURE YOU. WE ARE NOT RESPONSIBLE FOR THE USE OF ANY PERSONAL INFORMATION THAT YOU DISCLOSE ON THE SERVICES OR THROUGH THE SERVICES. YOU UNDERSTAND THAT IN USING THE SERVICES, SENSITIVE INFORMATION WILL TRAVEL THROUGH THIRD-PARTY INFRASTRUCTURE THAT IS NOT UNDER upKeep'S CONTROL (SUCH AS THIRD-PARTY SERVERS). upKeep MAKES NO WARRANTY WITH RESPECT TO THE SECURITY OF SUCH THIRD-PARTY INFRASTRUCTURE.

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. upKeep AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

UPKEEP MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (II) THAT YOUR ACCESS TO OR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, (III) THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED, OR (IV) THAT THE SERVICES OR ANY SERVER THROUGH WHICH YOU ACCESS THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

UPKEEP MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE QUALITY, SUITABILITY, RELIABILITY, TIMING, DURABILITY, LEGALITY, OR ANY OTHER ASPECT OF PROFESSIONAL SERVICES OFFERED OR PROVIDED BY PROFESSIONALS OR REQUESTED BY CLIENTS THROUGH USE OF THE SERVICES WHETHER IN PUBLIC, PRIVATE, OR OFFLINE INTERACTIONS OR ABOUT THE ACCREDITATION, REGISTRATION OR LICENSE OF ANY PROFESSIONAL.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM upKeep OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.

Limitation of Liability and Release

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL upKeep OR ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR BODILY INJURY OR EMOTIONAL DISTRESS AND DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICES; (II) Professional SERVICES FACILITATED BY THE SERVICES OR ANY INTERACTIONS BETWEEN USERS, INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, ACT OR OMISSION OF ANY USER (INCLUDING WITHOUT LIMITATION STALKING, HARASSMENT THAT IS SEXUAL OR OTHERWISE, ACTS OF PHYSICAL VIOLENCE, AND DESTRUCTION OF PERSONAL PROPERTY) OR ANY DISPUTE WITH ANY USER; (III) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; (IV) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF THE SERVICES OR YOUR DATA OR TRANSMISSIONS; OR (V) ANY OTHER MATTER RELATING TO THE SERVICES.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you.

UPKEEP EXPRESSLY DISCLAIMS ANY LIABILITY THAT MAY ARISE BETWEEN USERS RELATED TO OR ARISING FROM USE OF THE SERVICES. BECAUSE upKeep IS NOT INVOLVED IN THE ACTUAL INTERACTIONS BETWEEN PROFESSIONALS AND CLIENTS OR IN THE PROVISION OF ANY Professional SERVICES, YOU HEREBY RELEASE AND FOREVER DISCHARGE upKeep AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND LICENSORS FROM ANY AND ALL CLAIMS, DEMANDS, DAMAGES (ACTUAL OR CONSEQUENTIAL) OF EVERY KIND AND NATURE, WHETHER KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, ARISING FROM OR RELATED TO ANY DISPUTE OR INTERACTIONS WITH ANY OTHER USER, WHETHER ONLINE OR IN PERSON, WHETHER RELATED TO THE PROVISION OF Professional SERVICES OR OTHERWISE.

Indemnification

You agree to defend, indemnify and hold harmless the Company and its affiliates, officers, directors, employees, agents, partners and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs, debt and expenses (including but not limited to attorney's fees) arising from or relating to: (i) your use of and access to the Services; (ii) Professional Services facilitated by the Services or any interaction between you and another user; (iii) your violation of any term of these Terms of Service; (iv) your violation of any rights of a third party, including without limitation any copyright, intellectual property, or privacy right; or (v) any third-party claims or damages relating to death, personal injury or emotional distress arising from or related to use of the Services. This defense and indemnification obligations will survive the termination of these Terms of Service and your use of the Services.

Privacy

Our collection of data and information via the Services from Users and others is subject to our Privacy Policy which is available at http://www.upKeep.pro/privacy-policy and is incorporated herein (the "Privacy Policy"). You understand that through your use of the Services that you consent to the collection and use (as set forth in the Privacy Policy) of such data and information.

Security

We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

COVID-19

As a result of the COVID-19 pandemic, many states and local jurisdictions have issued stay-at-home orders and restrictive measures that may prevent individuals in those locations from using upKeep. It is your responsibility to adhere to the regulations put in place by your local government. Even in those locations where it is permissible to schedule appointments using upKeep, please understand there is still a substantial risk of becoming exposed to or infected by the COVID-19 virus.

By continuing to use upKeep to schedule appointments, you certify that you are familiar with the social-distancing orders and other measures implemented to halt the spread of COVID-19 in your jurisdiction and that scheduling appointments does not violate the orders and other safety measures that are in place either where you live or where the appointment will occur.

You further acknowledge that the risk of contracting the disease remains significant in every jurisdiction (regardless of whatever 'loosening' may have occurred in your jurisdiction) and that, by scheduling appointments, you understand and assume all risk should you become infected. You further agree to waive and hold harmless upKeep and each of its officers, directors, employees, or affiliates, for any and all claims, losses, demands, liabilities, costs and expenses (including reasonable attorney's fees and costs and expenses related thereto) that you might suffer as a result of becoming infected.

Miscellaneous; Changes

These Terms of Service, including all referenced and/or incorporated exhibits or policies, programs and guidelines, constitute the entire agreement between you and the Company concerning the subject matter herein and the use of the Services and supersede any and all previous agreements, written or oral, between you and the Company, including previous versions of these Terms of Service.

The Company reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement or delete any of these Terms of Service and all referenced and/or incorporated exhibits or policies, programs and guidelines. The Company will endeavor to notify you of any material changes by email, but will not be liable for any failure to do so. If any future changes to these Terms of Service Fare unacceptable to you or cause you to no longer be in compliance with these Terms of Service, you must terminate, and immediately stop using, the Services. Your continued use of the Services following any revision to these Terms of Service constitutes your complete and irrevocable acceptance of any and all such changes.

The Company may assign these Terms of Service or any other agreement with you in whole or part at any time.

These Terms of Service and the relationship between you and the Company shall be governed by the laws of the State of Virginia without regard to its conflict of law provisions. You and the Company agree to submit to the personal and exclusive jurisdiction of the courts located within the City of Dale City, Virginia and Prince William County.

Any failure of the Company to enforce or exercise a right provided in these Terms of Service is not a waiver of that right.

Should any provision of these Terms of Service be found invalid or unenforceable, the remaining terms shall still apply.

You and the Company both agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms of Service must be filed within ONE (1) YEAR after such claim or cause of action arose or be forever barred.

I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE FOREGOING TERMS OF SERVICE, INCLUDING THE COMPANY'S PRIVACY POLICY LOCATED AT https://www.upkeep.pro/pages/privacy-policy AND AGREE THAT MY USE OF THE SERVICES IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THESE TERMS OF SERVICE.