This document explains your rights and obligations on the UPI Education websites, and such other locations, (collectively, the “Website”), belonging to UPI Education, Inc., (“company”, “us”, “we” or “our”), including any services offered there to you, and together with all persons accessing or using the Website, (collectively, “You”). By using the Website, you signify that you, the User, have read and understand our Terms & Conditions. You represent and warrant that you possess the legal right, capacity and ability to agree to these Terms and Conditions and use the Website in accordance with them. If you are an individual, or if you are using the Website on behalf of a corporation or other organization, you represent and warrant that you can agree to the Terms & Conditions on behalf of such organization and all references to “you” throughout this Terms & Conditions will include such organization, jointly and severally with you personally. While we have endeavored to keep this as short and simple to understand as possible please read it carefully because you are bound by its content when using the Website and it contains important information regarding your legal rights, remedies and obligations. These include, but are not limited to, various limitations and exclusions, and indemnities. This Terms & Conditions, including any and all documents, websites, rules, terms and policies referenced herein, including but not limited to the Privacy Policy, constitutes the entire agreement between us and you with respect to the matters referred to herein and supersedes all prior and contemporaneous agreements and understandings, whether electronic, oral or written, between us and you with respect to such matters. Revisions – From time to time, we change our content, products and services which may require us to update our Terms & Conditions accordingly. Your continued use of the website following the publishing of any changes to this Terms & Conditions means you accept such changes. This policy was last updated on 1 June 2018.

DISCLAIMER

The Website contains a lot of information and content. Some of it we created ourselves, some of it is created by third parties and guest contributors, and a portion has been created by our visitors. We implore you to be very careful when using the visitor-contributed information like the comments of our articles and posts.  While we make every reasonable effort to ensure accuracy of the information and content prior to posting publicly we cannot guarantee full accuracy, and you acknowledge and agree that: Notwithstanding any other provision of this Terms & Conditions, to the furthest extent permissible by law, in no event will we, our affiliates, or our controlling parties, agents, employees, suppliers, resellers and distributors (collectively, in these capitalized sections, “we” or “us”) be liable for any direct, indirect, special, incidental, consequential or punitive damages, or any other damages or losses whatsoever, including damages for loss of profits, goodwill, opportunity, earnings, use or data, arising directly or indirectly from or related to this Terms & Conditions or the use, or non-use of the Website (or any external website we link to) might cause you … unless, for any reason, we publish information or content that is intentionally fraudulent or harmful information – consider this unlikely! We make no conditions, warranties or representations about the suitability, reliability, usability, security, quality, capacity, performance, availability, timeliness or accuracy of the website or any other products supplied under these terms and conditions. We expressly disclaim all conditions, warranties and representations, express, implied or statutory, including implied conditions or warranties of merchantability, fitness for a particular purpose, durability, title and non-infringement, whether arising by usage of trade, by course of dealing, by course of performance, at law, in equity, by statute or otherwise howsoever. Some jurisdictions prohibit the disclaimer of certain warranties or conditions or the limitation of certain types of liability. In such circumstances, to the extent that such prohibitions prohibit any exclusions and limitations in these terms and conditions, such exclusions and limitations will not apply to you strictly to the extent necessary to make these terms and conditions consistent with such prohibitions.

PRIVACY

You acknowledge that you have read the Privacy Policy located on the Website at /privacy, as it may be updated from time to time (the “Privacy Policy”), and hereby consent to the collection, use and disclosure by us of your personal information (whether previously collected or to be collected) for the purposes identified therein. You also consent to our use of such personal information in accordance with applicable terms and conditions contained in such Privacy Policy, which is incorporated herein by reference and forms an integral part of these Terms and Conditions.

PROPRIETARY RIGHTS

1. Content – “Content” means all materials and content, including designs, editorial, text, graphics, audiovisual materials, multimedia elements, photographs, videos, music, sound recordings, reports, documents, software, information, formulae, patterns, data and any other work.
2. Third-Party Content – Content accessed or available through the Website or the Internet may be owned by parties other than you or us (collectively, “Third Party Content”) and may be protected by applicable copyrights, trademarks, patents, trade secrets or other proprietary rights and laws. Nothing in your use of the Website or these Terms and Conditions grants you any right, title or interest in or to this Third-Party Content except for the limited right to use the Website as set out in these Terms and Conditions. The Website may contain links to Third Party Content on websites operated by parties other than you or us (“Third Party Websites”). We are under no obligation to verify the accuracy of the contents on Third Party Websites, and we do not endorse, warrant, promote or recommend any services or products that may be offered by or accessed through such Third-Party Websites or the operators of them.
3. Our Content – Except where expressly stated otherwise, all right, title and interest in and to the Website and all Content, source code, processes, designs, technologies, URLs, domain names, marks and logos forming any part of the Website (collectively, “Our Content”) is fully vested in us, our licensors or our suppliers and are protected by applicable copyrights, trademarks, patents, trade secrets or other proprietary rights and laws. You agree that Our Content is licensed subject to the terms of these Terms and Conditions, including the disclaimers and limitations of liability herein. Nothing in your use of the Website or these Terms and Conditions grants you any right, title or interest in or to Our Content except the limited right to use the Website as set out in these Terms and Conditions. Unless otherwise expressly authorized by us in writing, you agree not to,
   • copy, modify, deep link, rent, lease, loan, sell, assign, sublicense, grant a security interest in or otherwise transfer any right or interest in Our Content
   • distribute, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover the source code, of Our Content, to the maximum extent that such prohibition is permitted by applicable law
   • remove any proprietary notices or labels on or in Our Content, or
   • allow any other person or entity to engage in any of the foregoing.
4. Your Content – We do not claim ownership of any Content that you post, upload, input, provide, submit or otherwise transmit to us, or any third party, using the Website (collectively, “Your Content”); however, you agree that by posting, uploading, inputting, providing, submitting, entering or otherwise transmitting your Content to us or any third party using the Website,
   • License to Us – you have thereby granted us a royalty-free, non-exclusive, worldwide, fully paid-up limited license to use, copy, distribute, transmit, display, edit, delete, publish and translate Your Content to the extent reasonably required by us to provide the Website to our customers or to ensure adherence to or enforce the terms of these Terms and Conditions,
   • Your Warranty to Us – you will have thereby confirmed, represented and warranted to us that you have all rights, titles and interests, as well as the power and authority necessary, to grant the license to Your Content set out above, and
   • Your Indemnity of Us – you will indemnify and save us harmless from and against any liabilities, actions, proceedings, claims, causes of action, demands, debts, losses, damages, charges and costs, including reasonable legal costs, any amount paid to settle any action or to satisfy a judgment and expenses of any kind and character whatsoever incurred by us relating to or arising from Your Content, including instances where the Your Content
     • infringes any Third-Party Content or other third-party intellectual property rights, or
     • is inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful.

YOUR USE & PARTICIPATION

When you participate in comment discussions attached to blog posts, you are responsible for what you post. Although we will not screen all contributed content, we reserve the right to remove anything we deem inappropriate, without any possibility of recourse or redress on your part. Be aware that some users will rely on the content of your posts. You, and not us, are responsible for your posts, and you hereby fully indemnify us from any claim we might receive from third parties harmed by your content. We do not have any obligation to censor or review any of your content, to censor or review any Third-Party Content or to monitor use of the Website. You agree that we may, without notice or liability, disclose to third-party securities or authorities any of your information or your content, monitor use of the Website and monitor, review and retain your content if we believe in good faith that such activity is reasonably necessary to ensure adherence to or enforce the Website Terms and Conditions, comply with any laws or regulations, respond to any allegation of illegal conduct or claimed violation of third party rights, or protect us or others. If we receive a complaint relating to the use of the Website by you, you acknowledge and agree that we may, in our sole and absolute discretion and without notice or liability, investigate the complaint, restrict, suspend or terminate any service involved, or remove your content from our servers.

LAWFUL USE

You will ensure that,

1. you only use the Website for lawful purposes, and
2. if at any time you become aware of any violation, by any person or entity, of any part of these Terms and Conditions, you will immediately notify us and provide us with assistance, as requested, to stop or remedy such violation.

PROHIBITED CONDUCT

Without limiting the generality of any other restriction in these Terms and Conditions, you agree that you will not, in connection with the Website, directly or directly do or permit any of the following:

1. post, upload, reproduce, distribute or otherwise transmit any Content (defined below) that
2. is unauthorized or unsolicited commercial communications, junk or bulk communications or other “spam” (whether or not using e-mail services, including instant messaging, blog or comment spam) or is otherwise duplicative or unsolicited, contains a virus, cancelbot, Trojan horse, worm or other harmful, disruptive or surreptitious component,
3. is defamatory, infringing, or unlawful,
4. is inappropriate, profane, obscene, indecent materials or information without suitable or lawfully-required access controls (which controls will in no event be our responsibility),
5. gives rise to civil liability, or otherwise violates the rights or assists others to violate the rights of us or any third party, such violations including engaging in copyright infringement, invasion of privacy, trademark infringement or defamation; or
6. constitutes a criminal offense, or otherwise engages in or assists others to engage in any criminal offense, including communicating hatred, pyramid selling, unauthorized use of a computer, mischief in relation to data, fraud, obscenity and child pornography; or
7. engage in threats, harassment, intimidation, stalking or abuse or any conduct that violates the legal rights of others, including the rights of minors and rights relating to privacy and publicity;
8. scan or probe another computer system, obstruct or bypass computer identification procedures or engage in unauthorized computer or network trespass without the express permission of the owners of such computer systems;
9. forge headers or otherwise manipulate any protocols or identifiers used in any system or protocol in such a manner to disguise the origin of any data transmitted using the Website;
10. impersonate or falsely represent your association with any person, including a representative of us;
11. disrupt or threaten the integrity, operation or security of any Website, any computer or any Internet system;
12. disable or circumvent any access control or related process or procedure established with respect to the Website;
13. sublicense, share, resell, reproduce, copy, distribute, redistribute, or exploit for any commercial purposes (except for your internal business purposes), any portion of, use of or access to, any Website, except where expressly authorized by us; or
14. extract, gather, collect, or store personal information about others without their express consent.

YOUR ACCOUNT AND ACCOUNT USE

If your use of the Website requires an account identifying you as a user of the Website (an “Account”), then,

1. Responsibility – you are solely responsible for your Account and the maintenance, confidentiality and security of your Account and all passwords related to your Account, and, any and all activities that occur under your Account, including all activities of any persons who gain access to your Account with or without your permission
2. Notification – you agree to immediately notify us of any unauthorized use of your Account, any service provided through your Account or any password related to your Account, or any other breach of security with respect to your Account or any service provided through it, and you agree to provide assistance to us, as requested, to stop or remedy any breach of security related to your Account, and
3. Accuracy – you agree to provide true, current, accurate and complete customer information as requested by us from time to time and you agree to promptly notify us of any changes to this information as required to keep such information held by us current, complete and accurate.

DELETION OF YOUR CONTENT

If you delete the account to which Your Content is connected, you acknowledge and agree that we may retain a copy or copies of same for archival or compliance purposes or to otherwise provide the Website to you or others, subject always to your license to use set out herein, and to our Privacy Policy.

OUR REMEDIES & TERMINATION OF ACCOUNTS

We may, in our sole discretion, suspend, restrict or terminate your Account and your use of the Website, effective at any time, without notice to you, for any reason, including because the operation or efficiency of the Website or our or any third party’s equipment or network is impaired by your use of the Website, any amount is past due from you to us, we have received a third party complaint which relates to your use or misuse of the Website, or you have been or are in breach of any term or condition of these Terms and Conditions. We will have no responsibility to notify any third party, including any third-party providers of services, merchandise or information, of any suspension, restriction or termination of your access to the Website. Without limiting any of our rights, we may suspend, restrict or terminate your use of the Website without notice if, in our sole and absolute discretion, we determine or believe that you have violated any of the acceptable use rules set out above.

ADVERTISING

We will have the right, without notice, to insert advertising data into the Website, so long as this does not involve our transmission of any of your personal information in contravention of the Privacy Policy.

PUBLIC TRANSMISSION AND CACHING

You acknowledge and agree that the technical processing and transmission of the Website, including Your Content and other Content, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices, and that such Content may be subject to “caching” or other technical processing or transmission policies and procedures by us or at intermediate locations on the Internet.

PAYMENTS

In the event, the Website or Company requires payment for goods or services, Money Order, PayPal, all major Credit/Debit Cards, Bank Check or Electronic Transfer are all acceptable methods of payment. Our Terms are included in the Estimate and Invoice issued to you. All goods remain the property of the Company until paid for in full unless otherwise stated in your contract with the Company. We reserve the right to seek recovery of any monies remaining unpaid sixty days from the date of invoice as allowed by law. In such circumstances, you shall be liable for any and all additional administrative and/or court costs. Returned checks will incur a fee equal to the penalty imposed by the bank institution and an additional $25 charge to cover administrative costs. In an instance of a second Returned check, we reserve the right to terminate the arrangement and, if agreed to, we shall insist on future transaction payments be made by Money Order, Bank Check, Electronic Transfer, PayPal, or Credit Card only. Consequently, all contracts and/or transactions and agreements entered into will cease with immediate effect until such time as any and all outstanding monies are recovered in full.

TERMINATION OF AGREEMENTS AND REFUNDS POLICY

Any Terms & Conditions issued in conjunction with any other Company Agreement may supersede, or are complementary to, those written herein:

1. Both Parties have the right to terminate any Agreement for any reason, including the ending of services that are already underway. Termination is subject to the following conditions,
2. No refunds shall be offered, where a Service is deemed to have begun and is, for all intents and purposes, underway.
3. Any monies that have been paid to us, which constitute payment in respect of the provision of unused Services, shall be refunded.
4. Notification must be received from an authorized representative of the client, in writing, via traceable email, via certified mail, or in person, and will be accepted subject to confirmation in writing.
5. We reserve the right to levy a charge to cover any subsequent administrative expenses.

WEBSITE LIMITATIONS

The Website depends on the Internet, including networks, cabling, facilities and equipment that are not in our control; accordingly,

1. any representation made by us regarding access performance, speeds, reliability, availability, use or consistency of the Website is on a “commercially reasonable efforts” basis,
2. we cannot guarantee any minimum level regarding such performance, speed, reliability, availability, use or consistency, and
3. data, messages, information or materials sent over the Internet may not be completely private, and your anonymity is not guaranteed.

ENFORCEABILITY

Your use of the Website and the content and features accessed through the Website constitute your electronic signature to the agreement set out in these Terms and Conditions and your consent to enter into agreements with us electronically. This Agreement will be deemed to satisfy any writings requirements of any applicable law, notwithstanding that the agreement set out in these Terms and Conditions is written and accepted electronically. All contracts between you and us completed electronically will be deemed for all legal purposes to be in writing and legally enforceable as a signed written agreement.

INTERPRETATION

In these Terms and Conditions,

WAIVER OF RIGHTS AND REMEDIES

Our failure to insist upon or enforce strict performance of any provision of these Terms and Conditions will not be construed as a waiver of any provision or right. Neither the course of conduct between you and us nor trade practice will act to modify any provision of these Terms and Conditions. Our rights, powers, and remedies in these Terms and Conditions, including without limitation the right to suspend, restrict or terminate any use of the Website, are cumulative and in addition to and not in substitution for any right, power or remedy that may be available to us at law or in equity.

SEVERABILITY

If any provision of these Terms and Conditions is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability will attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof will continue in full force and effect.

LIMITATION PERIOD

Any cause of action you may have with respect to these Terms and Conditions or the Website must be commenced within one year after the claim or cause of action arose, or it will be barred.

NOTICES

Any notice, consent, waiver, approval, authorization or other communication to be delivered in connection with these Terms and Conditions

1. by us to you will be deemed to have been effectively and validly given if delivered or sent to any of the contact particulars then listed in your Account;
2. by you to us will only be deemed to have been effectively and validly given if in writing and delivered or submitted to us through our contact information provided via our Contact Page.

ASSIGNMENT AND INUREMENT

We may at any time assign our rights and obligations under these Terms and Conditions, in whole or in part, without notice to you. You may not assign these Terms and Conditions without our prior, written consent. These Terms and Conditions will inure to the benefit of and bind you and us and our respective personal and legal representatives, successors and permitted assigns.

OUR RELATIONSHIP

You agree that no joint venture, partnership, fiduciary, employment or agency relationship exists between us and you as a result of these Terms and Conditions or use of the Website.

FORCE MAJEURE

Neither party will be responsible for a failure to fulfil its obligations under these Terms and Conditions or for delay in doing so if such failure or delay is due to circumstances beyond its reasonable control, such as acts of nature, acts of government, war, riots, strikes and accidents in transportation, but excluding a lack of financing, cash or credit.

LEGAL DOMICILE

If you have any questions, or if you want to exercise your legal right to access or correct your personal data, please contact us using our contact form. Our company is located in Arizona, United States. We will handle your personal data in accordance with the strict requirements of United States data protection and privacy laws. Any claim, lawsuit, discussion, or similar concerning this document or your use of this website is under the jurisdiction of Arizona, United States law and will be addressed in court in Arizona, United States.