Your terms of service.
Terms & Conditions of Use and Policy
Last Updated: Feb 26, 2017
Welcome to Uploadmyproducts.com. The service is provided by Uploadmyproducts.com, hereby referred to as UMP for short via the company’s Website http://uploadmyproducts.com herein referred to as the “Site” to you herein referred to as “you” or “user” or “customer”.
By you using this Site, services available on it, or by way of software, application, plug-in, component, functionality, or program created by UMP (all together termed as the “Services”), you have thus agreed or agreeing to the following terms and conditions.
These terms and conditions, with any other issued policies or guidelines posted on the Site, shall govern your use of this Site and its Services, both directly or through a third-party site.
Read through and if you have questions, get in touch with us through our contact form.
By completing the registration process or by using the services of UMP, you acknowledge that you have read and understood the terms and conditions and you hereby agree to be bound by this Agreement. You also acknowledge that you are mentally and legally able to enter into this agreement and are bound by its terms and conditions.
Only users older than 18 years of age are eligible. Users younger than 18 require the assistance of guardians to complete registration and your guardian will jointly enter this agreement.
This contract shall regulate, govern and guide UMP and you in the provision of UMP services of SaaS (Software as a Service). UMP is in the business of uploading ecommerce products to its server and then to other servers and Marketplaces including and not limited to eBay, Amazon, Rakuten and to Shopping Engines including but not limited to Google Shopping, Shopping.com, Shopzilla.com (herein referred to as third parties).
MODIFYING THE AGREEMENT
We reserve the right, at our sole discretion, to change, modify or otherwise alter these terms and conditions at any time. You can find the most recent version of these terms and conditions on the Site, with the date of last modification noted above. Such modifications shall become effective immediately upon the posting thereof. Therefore, we encourage you to check the date of our terms and conditions whenever you visit this Site to check if they have been updated. You must review this agreement on a regular basis to keep yourself apprised of any changes. If you do not agree to the revised terms and conditions, your sole recourse is to immediately stop all use of the Services. Your continued use of the Services following the posting of modifications will constitute your acceptance of the revised terms and conditions. Should you have any questions regarding the use of our Site, please contact us.
To obtain and use the Services, you will be required to register with UMP by completing a registration form and designating a user ID and password. When registering with UMP you agree to: (i) provide true, accurate, current and complete information about yourself as prompted by the Service’s registration form (such information being the “Registration Data”) and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.
If you provide any information that is untrue, inaccurate, not current or incomplete, or we have grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).
You may not authorize any third party to access or use the Services on your behalf. You are responsible for maintaining the confidentiality of the user ID and password, and are fully responsible for all activities that occur under your user ID or password. You agree to immediately notify UMP of any unauthorized use of your user ID or password or any other breach of security. UMP cannot and will not be liable for any loss or damage arising from any unauthorized use of your account.
CONSENTING TO ELECTRONIC COMMUNICATION & SOLICITATION
By registering with UMP, you understand that we may send you communications or data from UMP regarding the Services, including but not limited to (a) notices about your use of the Services, including any notices concerning violations of use, (b) updates, and (c) promotional information and materials regarding UMP’s and third parties’ products and services, via electronic mail.
We shall give you the opportunity to opt-out of receiving electronic mail from us by following the opt-out instructions provided in the message.
Unauthorized use of the UMP service, or the resale of said service without our prior written consent, is expressly prohibited. You shall not copy, sell, transfer, distribute, publish, or assign any service or products from our website.
In addition, you may not use the Services in any way that violates applicable federal, state, or international law, or for any unlawful purpose. Further, you may not use the Services to send, receive, or download messages or materials that are inappropriate or violate the intellectual property rights of UMP or others.
To the extent that the Services provide Users an opportunity to upload, retrieve and send inventory, ecommerce information, and order information from User’s marketplace accounts (“User Content”), you hereby represent and warrant that you have all necessary rights in and to all User Content you provide and all information contained therein.
By registering to use the Services, you understand and acknowledge that UMP and its contractors retain an irrevocable, royalty-free, worldwide license to use, copy, and publicly display such content for the sole purpose of providing to you the Services for which you have registered. In the event that you give UMP the right to distribute your content, additional terms may apply to UMP’s usage or distribution of this content. You continue to retain all ownership rights in any User Content you provide and shall remain solely responsible for your conduct, your User Content, and any material or information transmitted to other Users for interaction with other Users. UMP does not claim any ownership rights in any User Content which is sent to UMP for purposes of uploading them to the marketplaces.
It is your obligation to notify us by ticket submissions, email or other authorized method provided on our help page regarding any content that you believe might violate applicable law or your intellectual property rights or contain undesirable images of or links or references to tobacco and alcohol products, profanity, pornography, violence, prejudicial content, or content that is obscene, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable.
UMP reserves the right, in its sole discretion, to determine whether and what action to take in response to each such notification, and any action or inaction in a particular instance shall not dictate or limit UMP’s response to a future complaint. You acknowledge and agree that UMP shall not assume or have any liability for any action or inaction by UMP with respect to any User Content.
Additionally, UMP reserves the right, without limitation, to terminate your access to and use of the Site and Services if, in our view, your conduct fails to meet any of the following guidelines for User conduct:
1. You may not attempt to harm, disrupt, or otherwise engage in activity that diminishes, the UMP Site, computer systems and network, or the Services.
2. You may not attempt to interfere with any other person’s use of the Services.
3. You may not misrepresent your identity or impersonate any person.
4. You may not attempt to gain access to any account, computers or networks related to the Services without authorization.
5. You may not attempt to obtain any data through any means from the Services, except if we intend to provide or make it available to you.
6. You may not attempt to charge others to use the Services either directly or indirectly.
7. You may not use the Services to participate in pyramid schemes or chain letters.
8. You may not use the Services to send, either directly or indirectly, any unsolicited bulk e-mail or communications or unsolicited commercial e-mail or communications.
9. You may not use the Services for defaming, abusing, harassing, stalking, threatening or otherwise violating the legal rights of others or supply content which propagates abuses, defamation, or violates legal rights of other.
10. You may not use the Services to send or otherwise make available or even supply to the Site, any material protected by intellectual property laws unless you own or control the rights to such material or have received all necessary consents.
11. You may not use the Services to send or otherwise making available any material that contains viruses, Trojan horses, worms, corrupted files, or any other similar software that may damage the operation of another’s computer or property.
12. You may not use the Services to download any material sent by another User of the Services that you know, or reasonably should know, cannot be legally distributed in such manner.
13. You may not use the Services to violate any code of conduct or other guidelines which may be applicable to the Services or the Site.
14. You may not use the Services to harvest or otherwise collecting information about others, including e-mail addresses.
15. You may not attempt to modify, translate, adapt, edit, copy, decompile, disassemble, reproduce, or reverse engineer any information or software used or provided by UMP in connection with the UMP Site or Services, or any component of the Site itself or derivative works with respect thereto.
All judgments concerning the applicability of these guidelines shall be at the sole and exclusive discretion of UMP. UMP reserves the right, in its sole discretion, to determine whether and what action to take in response to each such notification, and any action or inaction in a particular instance shall not dictate or limit UMP’s response to a future complaint.
You further acknowledge and agree that UMP shall not assume or have any liability for any action or inaction by UMP with respect to any User Content. Users shall remain solely responsible for User Content, and any material or information transmitted to other Users for interaction with other Users.
INTELLECTUAL PROPERTY RIGHTS AND NOTIFICATIONS
Except for the licenses and permissions granted herein, you have no right, title or interest in or to UMP Services or any content. You agree that UMP or its licensors retain all proprietary right, title and interest, including copyright and all other intellectual property rights, in and to UMP service and content, including, without limitation, text, images, and other multimedia data. You agree that you will not copy, reproduce, distribute or create derivative works from any information, content, software or materials provided by UMP, or remove any copyright or other proprietary rights notices contained in any such information, content, software or materials without the copyright owner’s prior written consent. Any material and information that is supplied by you to UMP shall not be reproduced and copied from any person.
Content in UMP Website and Services listed thereon or directed to the marketplace by UMP shall not be reproduced, modified, derivative works created from, displayed, performed, published, distributed, disseminated, broadcasted or circulated to any third party (including, without limitation, the display and distribution of the material via a third party Web site or other networked computer environment) without the express prior written consent of UMP and/or it suppliers, affiliates, or licensors.
UMP and the UMP logo are including without limitation, either trademarks, service marks or registered trademarks of UMP, and may not be copied, imitated, or used, in whole or in part, without UMP’s prior written permission or that of our suppliers or licensors. Other product and company names may be trade or service marks of their respective owners.
UMP may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter in its Site that are part of the Services. Unless we have granted you licenses to our intellectual property in these terms and conditions, our providing you with such Web pages does not give you any license to our intellectual property. Any rights not expressly granted herein are reserved.
UMP respects copyright law and expects Users to do the same. UMP expressly prohibits the use of its Services for the illegal transmission of copyrighted material, and will respond if notified by content owners to disable copyrighted material from being transmitted via its Services. In addition, UMP may disable individual accounts if these accounts are found to be illegally transferring copyrighted material.
If you believe that your work has been copied in a way that constitutes copyright infringement, please provide UMP Notice of claims of copyright or other intellectual property infringement the written information specified below: (1) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) A description of the copyrighted work that you claim has been infringed upon; (3) A description of where the material that you claim is infringing is located on the Site; (4) Your address, telephone number, and e-mail address; (5) A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (6) A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
UMP’s can be reached by submitting a ticket on our help page or contact email address.
THIRD PARTY CONTENT, SITES AND SERVICES
All transactions using UMP’s services are between the transacting parties only. The Services may contain features and functionalities linking you or providing you with certain functionality and access to third party content, including Web sites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole. We may also provide some content to you as part of the Services. However, UMP is not an agent of any transacting party, nor are we a direct party in any such transaction. Any such activities, and any terms associated with such activities, are solely between you and the applicable third-party. Similarly, we are not responsible for any third-party content you access with the Services, and you irrevocably waive any claim against us with respect to such sites and third-party content. UMP shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party.
You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You are solely responsible for your dealings with any third party related to the Services, including the delivery of and payment for goods and services. Should you have any problems resulting from your use of any third-party services, or should you suffer data loss or other losses as a result of problems with any of your other service providers or any third-party services, we will not be responsible.
You also agree that UMP is not responsible for the actions and inactions of third parties including and not limited to marketplaces and shopping engines. UMP has no control of these parties and any actions or inactions are not the responsibility of UMP.
UMP MAKES NO WARRANTIES
UMP is in no way liable for loss of user data. Under no circumstances will UMP be held accountable for any loss of user data. By becoming an UMP user you, the user, acknowledge that you forfeit the right to hold UMP accountable for any and all technical errors, including loss of user data (customer data).
UMP does not guarantee length of service.
UMP intends for the information contained on its Site and Services to be accurate and reliable; however, errors sometimes may occur. In addition, UMP may make changes and improvements to the information provided herein at any time. UMP provides its site and services “as is,” “with all faults” and “as available,” and the entire risk as to satisfactory quality, performance, accuracy, and effort is with you.
To the maximum extent permitted by applicable law, UMP, its affiliates, resellers, distributors, service providers and/or suppliers (each, an “UMP party,” and collectively, the “UMP parties”) make no representations, warranties or conditions, express or implied. The UMP parties disclaim any and all warranties or conditions, express, statutory and implied, including without limitation (1) warranties or conditions of merchantability, fitness for a particular purpose, accuracy, title, quiet enjoyment, no encumbrances, no liens and non-infringement, (2) warranties or conditions arising through course of dealing or usage of trade, and (3) warranties or conditions that access to or use of the web sites will be uninterrupted or error-free.
Some jurisdictions do not allow the limitation or exclusion of certain warranties or conditions, so some of the above exclusions may not apply to you. There are no warranties that extend beyond the face of this contract.
LIMITATIONS OF LIABILITY
In no event, will any UMP party be liable for any damages, including without limitation any indirect, consequential, special, incidental, or punitive damages arising out of, based on, or resulting from this contract or your use of the software or service, even if such UMP party has been advised of the possibility of such damages.
The exclusion of damages under this section is independent of your exclusive remedy and survives in the event such remedy fails of its essential purpose or is otherwise deemed unenforceable. These limitations and exclusions apply without regard to whether the damages arise from (1) breach of contract, (2) breach of warranty, (3) negligence, or (4) any other cause of action, to the extent such exclusion and limitations are not prohibited by applicable law.
Some jurisdictions do not allow the limitation or exclusion of certain warranties or conditions, so some of the above limitations may not apply to you. If you are dissatisfied with the service, you do not agree with any part of this contract, or you have any other dispute or claim with or against any UMP party with respect to this contract or the service, then your sole and exclusive remedy is to discontinue using the service. In the event that, notwithstanding the foregoing disclaimers and indemnification, UMP is found responsible to any UMP user for any reason whatsoever, UMP’s responsibility shall be limited to the amounts actually paid by such user for UMP’s services, and shall not include punitive damages or consequential or resulting damages of any nature.
We may change the software and service or delete features at any time and for any reason. Without limiting the general nature of sections ACCEPTABLE USE and INTELLECTUAL PROPERTY RIGHTS AND NOTIFICATIONS, the UMP parties are not responsible or liable for (1) any content, including without limitation, any infringing, inaccurate, obscene, indecent, threatening, offensive, defamatory, tortious, or illegal content, or (2) any third-party conduct, transmissions or data.
In addition, without limiting the generality of sections ACCEPTABLE USE and INTELLECTUAL PROPERTY RIGHTS AND NOTIFICATIONS, UMP is not responsible or liable for (1) any viruses or other disabling features that affect your access to or use of the software and services, (2) any incompatibility between the software and services and other web sites, services, software and hardware, (3) any delays or failures you may experience in initiating, conducting or completing any transmissions or transactions in connection with the software and services in an accurate or timely manner, (4) any loss of user data, including, without limitation, damaged or lost user files, through use of the service, including, without limitation, the desktop software, or (5) any damages or costs of any type arising out of or in any way connected with your use of any software and services available from third parties through links.
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 exclusions and limitations may not apply to you.
You agree to indemnify, defend and hold harmless, UMP, its affiliates, and their respective officers, directors, employees, agents, licensors, representatives, and third party providers, to and from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of this agreement by you. UMP reserves the right to assume, at its sole expense, the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with UMP in asserting any available defenses.
TERMINATION OF SERVICE
UMP reserves the right to terminate without notice your password, account or use of UMP Services and delete any data within UMP service, at its sole discretion, without cause and/or without notice. You may terminate your user account upon notice to UMP at any time. Upon termination by UMP or at your direction, you may request a file of your data, which UMP will make available for you.
You must make such request at the notification of termination to receive such file within thirty (30) days of termination. Otherwise, any data you have stored on UMP’s systems may not be retrieved, and UMP shall have no obligation to maintain any data stored in your account or to forward any data to you or any third party.
In addition to other termination provisions, Payments and Subscription fees must be made in time to avoid interruptions and terminations. UMP shall not be held responsible for any financial loss, data loss, or any other related costs as a result of Service termination on account of non-compliance or any other reason provided herein.
PAYMENT OF FEES; AUTOMATIC RENEWAL
The fees applicable for UMP service is available at http://uploadmyproducts.com and as published within the Services. UMP reserves the right to change the Fees or applicable charges and to institute new charges at any time, upon thirty (30) days prior notice to you (which may be sent by email to the address you have most recently provided us).
Unless specifically agreed upon in writing between User and UMP at the commencement of a subscription term, at the conclusion of any service term, whether monthly, yearly, or otherwise, UMP will automatically renew the service for the same term and will charge the user’s credit card, Bank Account, or PayPal account or similar on the first day of the renewal term.
Payments for all accounts are due immediately on the billing date. If a trial period is offered, the last day of the trial period signifies the due date of first payment.
If payment is not received on the due date, user’s account will be frozen and inaccessible until all outstanding payments have been processed by UMP. Users retain the responsibility for settling all outstanding balances in a timely manner and maintaining updated billing information. If not complied with, at the end of 90 days, user’s account will be deactivated and all data will no longer be retrievable.
REFUND OF CHARGES
Except as specifically set forth in this section, all UMP services are prepaid for the period selected (monthly, yearly or otherwise) and are non-refundable. This includes accounts that are renewed in accordance with the previous section.
All cancellations and downgrades are processed automatically. To cancel or downgrade, please click the appropriate button and follow the instructions on our website or contact our staff through email or telephone.
If you have a question while canceling your account, you must give our staff adequate time to respond to your message. Delays in our support system do not qualify as a reason to extend your trial period or contract term. Cancellation requests sent via email to our general email box will not be processed and will be replied to with an automatic response. You must use our contact form to process your cancellation.
CHOICE OF LAW AND LOCATION FOR RESOLVING DISPUTES
You expressly agree that exclusive jurisdiction for any claim or dispute with UMP or relating in any way to your use of the Services resides in the courts of Texas and you further agree and expressly consent to the exercise of personal jurisdiction in the courts of Texas in connection with any such dispute including any claim involving UMP or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers and content providers. The United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention) will not apply in any manner to the interpretation or enforcement of this Agreement and is hereby expressly excluded.
SEVERABILITY AND OTHER TERMS
Any part, provision, representation or warranty of this Agreement which is prohibited or which is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in another jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
If any part of these terms and conditions are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision, and the remainder of the agreement shall continue in effect.
A printed version of these terms and conditions and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these terms and conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. All rights not expressly granted herein are reserved.