Date of Last Update: February 1, 2022
These terms of use (these “Terms”) cover your use of and access to https://1upvc.com and its associated domains (the “Website”). These Terms form part of a binding contract between you and Cairnz d.b.a (doing business as and under) 1UP Ventures, LLC (“we,” “us,” “our,” or “1UPVC”). By using or accessing the Website, you are agreeing to both these Terms and our Privacy Policy (collectively, this “Agreement”). If you use or access the Website in your capacity as a representative or employee of an organization, you agree to this Agreement on that organization’s behalf and you represent and warrant that you have the authority do so. References to “you,” “your” or similar terms in this Agreement refer to the individual or organization agreeing to this Agreement. PLEASE READ THIS AGREEMENT CAREFULLY. IT INCLUDES IMPORTANT INFORMATION ABOUT YOUR LEGAL RIGHTS AND OBLIGATIONS. IF YOU DO NOT ACCEPT THIS AGREEMENT, WE DO NOT GRANT YOU ANY LICENSE OR USE RIGHTS HEREUNDER, AND YOU MAY NOT USE OR ACCESS THE WEBSITE.
You must be 18 years of age or older to use the Website. If you are under the age of 18, please discontinue use of the Website immediately. 1UPVC reserves the right to ask for proof of age and to withhold or terminate your use of the Website if you are below the specified age requirement.
You represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement. If you are representing a corporation or other legal business entity, you hereby represent and warrant that such entity is validly formed and existing under the laws of its jurisdiction and that you are duly authorized as its agent to bind it to this Agreement.
Accessing or using the Website may be prohibited or restricted in certain countries. If you access or use the Website from outside of the United States, you are responsible for complying with the laws and regulations of the country, territory or jurisdiction from which you access or use the Website. By accessing or using the Website, you represent and warrant that you are not located in, under the control of, or a national or resident of, as the case may be, any person, organization or country which the United States has (i) identified as a “Specially Designated National,” (ii) placed on the Commerce Department’s Table of Deny Orders or (iii) specified as the target of economic sanctions.
In some cases, you may be required to upload certain personal information through the Website. Such information includes, without limitation: name, email address, phone number and business address. When you provide us with such information, you agree that it will be accurate, complete and up to date. We may need to use this information to contact you regarding your use of the Website. In addition, we may automatically collect certain information about you such as your IP address and the duration of your visit to the Website. We do our best to handle your personal information in a secure and responsible manner, as detailed in our Privacy Policy.
You represent and warrant that your use of the Website is not contrary to law, including, without limitation, applicable privacy laws, export or import controls and sanctions. You may not use the Website where prohibited by law.
Certain content on the Website may be protected by intellectual property, trade secret or other rights. You shall not copy, upload, download or share content unless you have the right to do so.
You agree not to interfere with or disrupt the Website or servers, networks or devices connected to the Website or affiliated with website such as nodes or pools, including by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature. You shall not inject content or code or otherwise alter or interfere with the way any part of the Website is rendered or displayed in a user’s browser or device. In addition, you agree not to: (1) probe, scan or test the vulnerability of any system or network; (2) breach or otherwise bypass any security or authentication measures; (3) access, tamper with or use non-public areas or parts of the Website, or shared areas of the Website that 1UPVC has not invited you to access; (4) take apart, decompile or reverse engineer any part of the Website in an effort to access things such as source code or algorithms; (5) access or search the Website by any means (for example, scraping, spidering or crawling) other than our publicly supported interfaces; and (6) take action that imposes an unreasonable load on our infrastructure or that of our third party providers (where 1UPVC reserves the right to determine what is reasonable or unreasonable).
(1) act in a way that is false, fraudulent, inaccurate or deceiving; (2) impersonate another person, company or entity; (3) engage in misleading or unethical marketing or advertising; (4) infringe or misappropriate anyone’s copyright, trademark or other intellectual property rights or to violate anyone’s privacy or publicity rights. (5) threaten, harass or abuse any individuals; (6) incite violence; (7) publish sexually explicit or obscene material; (8) condone or promote self-harm; (9) condone or promote violence against any person or group based on race, ethnicity, nationality, religion, gender, gender identity, sexual preference, age or disability; or (10) violate any laws through your use of the Website, including, without limitation, all local laws regarding online conduct and acceptable content.
If we conclude, at our sole discretion, that you have misused the Website, we may take action against you. We do our best to ensure fair outcomes, but in all cases, we reserve the right to remove any content or prohibit your use of the Website without liability or notice to you, at any time and for any reason (except where prohibited by applicable law). You may report violations of these guidelines directly to 1UPVC by emailing legal@1UPVC.com.
The Website is integrated with various third party services, websites, and applications (collectively, “Third Party Services”) that may allow you to access their content and products. Examples of Third Party Services include social media platforms, news websites and other service providers. Third Party Services may have their own terms and policies, and your use of them will be governed by those terms and policies. We do not control Third Party Services, and we are not liable for the actions of any Third Party Services or for any transaction you may enter into with them. Your security when using Third Party Services is your responsibility. You also agree that we may, at any time and in our sole discretion, and without any notice to you, suspend, disable access to or remove any Third Party Services. We are not liable to you for any such suspension, disabling or removal, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses you may experience as a result (except where prohibited by applicable law).
The Website may contain links to third party sites. When you access third party sites, you do so at your own risk. We do not control and are not liable for any part of those sites or any actions of such third parties.
The Website may contain third party content: (1) that is offensive or objectionable; (2) that contains errors; (3) that violates intellectual property, trade secret, privacy, publicity or other rights or the good name of you or third parties; (4) that is harmful to your or others’ computers or networks; (5) that is unlawful or illegal; or (6) the downloading, copying or use of which is subject to additional terms and policies of third parties or is protected by intellectual property, trade secret, privacy or other laws. We do not endorse third party content, or represent that we believe such content to be accurate, useful, lawful or non-harmful. You are responsible for taking precautions to protect yourself, and your computer or network, from third party content accessed via the Website.
The Website and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video, audio and the design, selection and arrangement thereof) are owned by 1UPVC, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. These Terms permit you to use the Website only for your personal, non-commercial use, or, in the case of a business, for legitimate business purposes related to your role as a potential or current customer. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows: (1) Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials. (2) You may store files that are automatically cached by your Web browser for display enhancement purposes. (3) You may print or download pages or materials from the Website only as is reasonably necessary for your own personal, non-commercial use or, in the case of a business, for legitimate business purposes related to your role as a potential or current customer. You may not print or download such pages or materials for further reproduction, publication, or distribution to the general public. (4) If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, or, in the case of a business, for legitimate business purposes related to your role as a potential or current customer. The right to download such applications is conditioned on your agreement to be bound by our end user license agreement for such applications. (5) If we provide social media features with certain content, you may take such actions as are enabled by such features. You must not: (1) Modify copies of any materials from this site. (2) Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text. (3) Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site. Other than legitimate business purposes related to your role as a potential or current customer, you must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website. If you wish to make any use of material on the Website other than that set out in this section, please address your request to: legal@1upvc.com. If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of these Terms, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by 1UPVC. Any use of the Website not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.
The 1UPVC name; the Terms “1UPVC”; the 1UPVC logo; and all related names, logos, product and service names, designs, and slogans are trademarks of 1UPVC, its affiliates or its licensors. You must not use such marks without 1UPVC’s prior written permission. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners. You must not use such marks without the prior written permission of their respective owners.
To the extent that you give us feedback, comments, or suggestions concerning the Website (collectively, “Feedback”), you acknowledge and agree that all Feedback is 1UPVC’s sole and exclusive property. You agree to irrevocably assign and transfer to us, and hereby do assign and transfer to us all of your right, title, and interest in and to the Feedback, including all intellectual property rights therein. To the extent that the foregoing assignment is ineffective for whatever reason, you agree to grant and hereby grant to 1UPVC a non-exclusive, perpetual, irrevocable, royalty free, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform and otherwise exploit such Feedback without restriction. At our request and expense, you will execute documents and take such further acts as we may reasonably request to assist us in acquiring, perfecting and maintaining our intellectual property rights in and other legal protections for the Feedback.
You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent. This Website may provide certain social media features that enable you to: (1) Link from your own or certain third-party websites to certain content on this Website. (2) Send emails or other communications with certain content, or links to certain content, on this Website. (3) Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites. You may use these features solely as they are provided by us and solely with respect to the content with which they are displayed. Subject to the foregoing, you must not: (1) Establish a link from any website that is not owned by you. (2) Cause the Website or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking. (3) Link to any part of the Website other than the homepage. (4) Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms. The website from which you are linking, or on which you make certain content accessible, must not enable or facilitate any of the prohibited uses set out in these Terms. You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice in our discretion.
We reserve the following rights, which we may exercise at any time and in our sole discretion, and without liability or notice to you (except where prohibited by applicable law): (1) we may change parts or all of the Website and their functionality; (2) we may suspend or discontinue parts or all of the Website; (3) we may terminate, suspend, restrict or disable your access to or use of parts or all of the Website; and (4) we may change our eligibility criteria to use the Website (and if such eligibility criteria changes are prohibited by law where you live, we may revoke your right to use the Website in that jurisdiction). Without limiting our rights hereunder, we will endeavor to provide you reasonable notice upon suspending or terminating part or all of the Website. Any future release, update or other addition to the Website shall be subject to this Agreement. 1UPVC reserves all rights not explicitly granted in this Agreement. All sections of this Agreement that by their nature should survive termination shall survive termination, including without limitation: 1UPVC’s Intellectual Property, Warranty Disclaimers, Limitation of Liability, Indemnification, Dispute Resolution and Additional Terms.
THE WEBSITE AND ITS CONTENT ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER 1UPVC NOR ANY OF ITS EMPLOYEES, MANAGERS, OFFICERS, DIRECTORS OR AGENTS (COLLECTIVELY, THE "1UPVC PARTIES") MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (1) THE WEBSITE; (2) THE CONTENT OF THE WEBSITE; (3) ANY PRODUCTS OR SERVICES OFFERED ON THE WEBSITE; OR (4) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO 1UPVC OR VIA THE WEBSITE. IN ADDITION, THE 1UPVC PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS. THE 1UPVC PARTIES DO NOT REPRESENT OR WARRANT THAT THE WEBSITE WILL BE ERROR-FREE; THAT ACCESS TO THE WEBSITE WILL BE UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE WEBSITE OR THE SERVER THAT MAKES THE WEBSITE AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. THE INFORMATION PRESENTED ON OR THROUGH THE WEBSITE IS MADE AVAILABLE SOLELY FOR GENERAL INFORMATION PURPOSES. THE 1UPVC PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION ON THE WEBSITE (INCLUDING ANY INSTRUCTIONS) IS ACCURATE, COMPLETE, OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE WEBSITE AND RELIANCE ON ANY INFORMATION CONTAINED THEREIN ARE AT YOUR SOLE RISK. THE 1UPVC PARTIES DO NOT WARRANT THAT YOUR USE OF THE WEBSITE IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE 1UPVC PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION'S LAW IS APPLICABLE TO YOU AND THIS AGREEMENT. BY ACCESSING OR USING THE WEBSITE YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE WEBSITE. THE 1UPVC PARTIES DO NOT ENDORSE CONTENT AND SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY CONTENT.
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL 1UPVC, ITS AFFILIATES, OR ITS AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT OR ANY CONTENT ON THE WEBSITE OR SUCH LINKED WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF 1UPVC’S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEBSITE, SERVICE, PROPERTY, PRODUCT OR OTHER CONTENT OWNED OR CONTROLLED BY THE 1UPVC PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEBSITE, PROPERTY, PRODUCT, SERVICE, OR OTHER CONTENT OWNED OR CONTROLLED BY THE 1UPVC PARTIES. BY ACCESSING THE SERVICE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." 1UPVC IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.
You agree to defend (at 1UPVC's request), indemnify and hold harmless 1UPVC, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney's fees and costs, arising out of or in any way connected with your violation of these Terms or your use of the Website. You shall cooperate as fully as required by 1UPVC in the defense of any such claim. 1UPVC reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of 1UPVC.
You agree that any claim you may have arising out of or related to your relationship with 1UPVC must be filed within one (1) year after you first know, or reasonably should have known of the act, omission or default giving rise to the claim; otherwise, your claim is permanently barred. If applicable law prohibits a one (1) year limitation, any claim must be asserted within the shortest time period permitted by applicable law.
This Agreement, which includes these Terms and the Privacy Policy, constitutes the sole and entire agreement between you and 1UPVC regarding the Website and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website.
This Agreement does not confer any third-party beneficiary rights.
We may provide any notice to you under these Terms by: (1) sending a message to the email address you provide or (2) by posting to the Website. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current. To give us notice under these Terms, you must contact us as follows: (i) by writing to legal@1upvc.com; or (ii) by personal delivery, overnight courier, or registered or certified mail to: Attn: Legal Department 1UPVC, LLC 2305 Malraux Drive Vienna, VA 22182 We may update our email address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by email or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.
You may not assign this Agreement or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of 1UPVC. Any purported assignment or delegation by you without the appropriate prior written consent of 1UPVC will be null and void. 1UPVC may assign this Agreement or any rights hereunder without your consent. Neither the course of conduct between the parties nor trade practice will act to modify this Agreement.
No waiver by 1UPVC of any term or condition set out in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of 1UPVC to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of this Agreement will continue in full force and effect.
We may modify this Agreement from time to time, and will always post the most current version on our site. If a modification meaningfully reduces your rights, we will notify you (by, for example, sending you an email or displaying a prominent notice within the Website). The notice will designate the date on which the modifications become effective. Modifications will never apply retroactively. By continuing to use or access the Website after any modifications come into effect, you agree to be bound by the modified Agreement, including any price changes. If you disagree with our changes, then you should stop using the Website.
We are not in breach of this Agreement or liable to you if there is any total or partial failure of the Website resulting from any act, circumstance, event or matter beyond our reasonable control. This may include where such results from any act of God, fire, act of government or state or regulation, war, civil commotion, terrorism, insurrection, inability to communicate with third parties for whatever reason, failure of any computer dealing or necessary system, failure or delay in transmission of communications, failure of any internet service provider, strike, industrial action or lock-out or any other reason beyond our reasonable control.
If there is any dispute arising out of the Website, by using the Website, you expressly agree that any such dispute shall be governed by the laws of the State of Virginia, without giving effect to its conflict of laws principles. You acknowledge and agree that any violation of this Agreement may cause 1UPVC irreparable harm, and therefore agree that 1UPVC will be entitled to seek extraordinary relief in court, including but not limited to temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security, in addition to and without prejudice to any other rights or remedies that 1UPVC may have for a breach of this Agreement.
This Agreement was originally written in English. We may translate this Agreement into other languages. In the event of a conflict between a translated version and the English version, the English version will control except where prohibited by applicable law.