Terms and Conditions
Welcome to the UPYO platform. The terms and conditions of our Service are a legally binding agreement between our Company and every registered and unregistered User of UPYO. The UPYO Company is owned and operated by UPYO INC and located at 300 Delaware Ave. Suite 210, #238, Wilmington, Delaware 19801. Please find below the terms and conditions for using the UPYO services, including:
- Accessing and using the UPYO platform.
- Creating, trading, or transferring any collectibles on the UPYO platform.
- Using, sending, or receiving tokens within the UPYO Dex system.
- Using, selling, buying, or transferring any UPYO tokens.
- Participating or accessing the UPYO Governance Module.
The aforementioned terms and conditions (also known as these Terms hereafter) have been established by the UPYO company to regulate the NFTs or similar digital assets. By undertaking any aforementioned transactions, you will be legally deemed a "User" of UPYO who is legally bound to these Terms.
In these Terms, the word "User" "You" and "Your" refer to you, the service user. If you use the UPYO service on behalf of a company or any other entity, "user" "you" and "your" means you and the Company. You, as the User, sanction that you are an authorized representative of the Company who abides by these Terms, and you agree to these Terms on behalf of the Company.
PLEASE READ THE TERMS OF SERVICE GIVEN BELOW CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION. THIS INFORMATION AFFECTS YOUR LEGAL RIGHTS. AS OUTLINED IN THIS DOCUMENT, OUR TERMS INCLUDE A MANDATORY ARBITRATION CLAUSE (WITH CERTAIN EXCEPTIONS). UNDER THE ARBITRATION CLAUSE, YOU AND YOUR COMPANY ARE REQUIRED TO AGREE THAT ALL DISPUTES BETWEEN UPYO AND YOU WILL BE RESOLVED THROUGH INDIVIDUAL ARBITRATION. YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT UNDER THIS AGREEMENT.
BY CLICKING YES, YOU ARE ACCEPTING ALL THESE TERMS AND ALL TERMS INCORPORATED BY REFERENCE HEREIN. YOU MAY NOT ACCESS OR USE THE UPYO SERVICE IF YOU DECLINE OR DO NOT AGREE WITH THESE TERMS. IF ANY PROVISION OF THESE TERMS IS CHANGED IN THE FUTURE AND THOSE CHANGES ARE UNACCEPTABLE TO YOU, PLEASE REFRAIN FROM USING OUR SERVICE. IF YOU CONTINUE TO ACCESS OR USE OUR SERVICE FOLLOWING THE NOTICE OF UPDATE TO THESE TERMS OF SERVICE, THEN IT SHALL CONSTITUTE YOUR AGREEMENT TO THE SAID CHANGES.
- DEFINED TERMS AND ASSOCIATED MEANING:
- ASSUMPTION OF RISK:
- Any purchase or sale of an NFT that you make, accept, or facilitate outside of the UPYO is totally at your own risk. You acknowledge that you have gathered enough information to make an informed decision to purchase an NFT, including thoroughly examining the code of the smart contract and the NFT and fully understanding and accepting its functionality. We have no control over or endorsement over the acquisition or selling of NFTs outside of the UPYO platform. We clearly reject and disclaim all duty to you, as well as any obligation to reimburse or hold you blameless for any losses you may experience as a result of transacting or facilitating transactions in NFTs outside of the UPYO platform.
- Third-party content, data, information, applications, or materials may be displayed, included, or made available in certain portions of the UPYO website ("Third Party Materials"). By using the UPYO platform, you understand and accept that our Company is not responsible for inspecting or evaluating the Third Party Materials' content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect. UPYO Company does not warrant or endorse any third-party services, Third Party Materials, or other third parties' materials, products, or services. We don't assume and will not have any liability or responsibility to you or any other person for any third-party services, including and not limited to Third Party Materials or any other materials, products, or third parties services.
- There can be no warranty or assurance of any Collectible or Collectible Metadata's uniqueness, originality, or quality. In the absence of a legal agreement between the creator of an NFT Collectible and purchasers of the Collectible, there can be no guarantee or assurance that purchasing or holding the Collectible grants any license to or ownership of the Collectible Metadata or other intellectual property associated with the NFT Collectible, or any other right or entitlement, even if "User" may rightfully own or possess the NFT associated with the Collectible.
- UPYO Company may, in its sole and absolute discretion, remove certain Collectibles from the UPYO platform or restrict the creation of NFT Collectibles on the UPYO platform, including if UPYO Company believes that such NFT Collectibles violates these Terms of the UPYO platform. UPYO Company does not commit to and shall not be liable for failing to display or offer any NFT Collectible for trading through the UPYO platform.
- ACCESSING THE SERVICE:
Upyo takes no responsibility or liability for your use of a wallet and makes no guarantees or assurances about how the Service will work with any specific wallet. You are completely responsible for the security of your wallet, and you should never reveal your wallet credentials or seed phrase with anybody. Please get in touch with your wallet provider if you detect a problem with your wallet. Similarly, you are entirely responsible for your Account and any associated wallet. We will not be held liable for any acts or omissions by you in connection with your Account or due to your Account or wallet being hacked. You must tell us immediately if you discover or suspect any security concerns with the Service or your Account.
You also represent and warrant that when using the Service, you will comply with all applicable laws, including local, state, federal, and other laws. If you use or access the Service from a country, territory, or jurisdiction other than the Kingdom of Saudi Arabia, you are solely responsible for ensuring that your access and use of the Service in that country, territory, or jurisdiction does not violate any applicable laws.
In some instances, such as at the request of government authority, as required by any applicable law or regulation, or to investigate a potential violation of these Terms, UPYO may compel you to supply additional information and documentation. In such situations, UPYO may disable your Account and prevent you from accessing the Service until UPYO processes such additional information and documents. If you do not respond to such a request with complete and accurate information, UPYO has the right to refuse to restore your access to the Service.
Your access to and use of the UPYO Service may be stopped from time to time for numerous reasons, including equipment malfunction, periodic upgrading, maintenance, or repair of the Service, or other measures taken at UPYO's sole discretion.
The UPYO Service, including its elements such as text, images, graphics, logos, button icons, page headers, and scripts, information, proprietary content, and other materials, and all content and other materials contained therein, including, without limitation, the UPYO logo and all designs, text, graphics, pictures, sound files, data, software, and any other files, and the arrangement thereof, are the exclusive property of UPYO Company. We, our affiliates, licensors, and users, as applicable, reserve all rights in connection with the Service and its content, including the sole right to do derivative works.
The name, logo, trademarks, and any UPYO product or service names, designs, logos, and slogans are the intellectual property of UPYO or its affiliates or licensors and may not be imitated, duplicated, or utilized in part or whole without our prior written consent in each instance. Without our prior written consent, you cannot use any metatags or other "hidden text" containing "UPYO" or any other name, product, service name, or trademark of UPYO and its affiliates and licensors. Furthermore, the "look and feel" of the Service is UPYO's service mark, trademark, or trade dress and cannot be duplicated, imitated, or utilized without UPYO's prior written permission.
All other registered trademarks, third-party trademarks, and product names mentioned on the Service or any content associated with or linked to the NFTs displayed on the Service are the property of their respective owners. Therefore, these assets may not be copied, imitated, or utilized, in whole or in part, without the permission of the relevant copyrights holder. The mention of any products, services, processes, or other information by name, trademark, manufacturer, supplier, or otherwise does not indicate or imply UPYO's endorsement, sponsorship, or recommendation.
- LICENSE TO ACCESS AND USE OF OUR SERVICE AND CONTENT:
Subject to and conditioned on your affirmation and adherence to these Terms, you are hereby conferred a non-transferable, non-sublicensable, personal license to use the UPYO platform and UPYO Apps for their intended purposes. You are the exclusive creators of all content on the UPYO platform. UPYO Company makes no representations or assurances about the quality, origin, or ownership of any content found in the Service.
UPYO Company shall not be accountable for any errors, misrepresentations, or omissions in, of, or about the content, nor for its availability. UPYO Company shall not be liable for any losses, injuries, or damages resulting from the purchase, display, inability to purchase, or use of content.
- THIRD-PARTY CONTENT AND SERVICES:
In conjunction with the Service, you may be supplied with references, referrals, or links to third-party products, resources, services, or information, including smart contracts produced or maintained by third parties. Third parties may also offer promotions relating to the Service. UPYO Company does not promote or accept responsibility for any third-party activities, resources, goods, services, content, or promotions that are owned, managed, operated, or sponsored. Users access such resources, products, services, or material, or engage in such campaigns, at their own risk.
Each User expressly waives and releases UPYO Company from any and all liability arising from the use of such resources, products, services, content, or participation in any such campaigns. User further understands and agrees that UPYO Company is not liable or responsible, directly or indirectly, for any damages or losses caused by third-party resources, goods, services, content, or promotions.
- USER CONDUCT:
All users of the Service must be at least 18 years old. If Users are at least 13 years old but under 18, they may only use UPYO through a parent or guardian's Account with their consent and supervision. The account holder is liable for your behavior while using the Account. If you are under the age of 18, you are not permitted to use our Service.
The UPYO Company reserves the right to take action, with or without prior notice, if we feel you have broken these terms in order to protect our community and comply with our legal duties. This may include: eliminating the ability to view certain NFTs on the Service or use our Service to interact with the NFTs; restricting the ability to utilize the Service in combination with buying/selling/transferring NFTs available on blockchains; blocking your access to our Service; and/or other actions.
You agree that you will not break any law, contract, intellectual property, or other third-party rights while accessing or using the Service. You, as the User, are entirely responsible for your conduct and content. You also agree not to do the following:
- Use or effort to use another user's Account without the User's permission;
- Take on the identity of another person or entity;
- Claim a UPYO username with the intent of reselling it or engaging in other forms of name squatting;
- Access the UPYO Service from a different blockchain address if we've blocked any of your other blockchain addresses from accessing the Service, you receive our explicit permission beforehand;
- Dissemination of spam, including sending unwanted NFTs to other users on the platform;
- Use the Service in any way that could damage, disable, overburden, or impair the Service's functionality, including dissemination of any harmful software;
- Bypass or disobey instructions that regulate access to the Service, such as attempting to circumvent rate-limiting systems by using numerous API keys, diverting traffic through different I.P. addresses, or otherwise obscuring the source of traffic you send to UPYO;
- Use any data mining, crawler, robot, script, spider, scraper, offline reader, browser extension, or other automated means or interface that we have not approved to access the Service, gather data, or interfere with or change the rendering of Service pages or functionality;
- Reverse engineer, replicate, decompile, disassemble, or decode any aspect of the Service, or do anything else that may lead to the discovery of source code, or bypass or circumvent any measures used to block or limit access to any service, area, or code of the Service;
- Sell or resell the Service, or try to avoid any UPYO fee systems;
- Engage in actions with the goal or effect of falsely causing an item or Collectible to be at the top of the search results or unethically raising view counts, likes, or other metrics that UPYO may use to sort search results;
- Use the Service or data collected from it for any advertising or direct marketing activity (including, but not limited to, email marketing, telemarketing, and SMS marketing);
- Use the Service for terrorist financing, money laundering, or other illegal financial transactions;
- Use the Service from a nation sanctioned by the Saudi Arabian government or to assist transactions involving people sanctioned by the Saudi Arabian government or situated in sanctioned countries;
- Use the Service to engage in any financial activity that requires registration or license, including, but not limited to, the creation, sale, or purchase of securities, commodities, options, or debt instruments.
- Use the Service to produce, sell, or buy NFTs or other products that provide owners with the right to participate in an ICO or other securities offering or that are redeemable for securities, commodities, or other financial instruments.
- Use the Service for price manipulation, fraud, or any other deceptive, misleading, or manipulative behavior;
- Use the Service to sell, buy, or transfer fraudulently obtained, stolen, or unlawfully obtained items, as well as any other illegally obtained products;
- Infringe or violate someone else's intellectual property or other rights;
- Make or show illegal content, such as content involving child sexual exploitation;
- Make or exhibit NFTs or other products that encourage suicide or self-harm, instigate hatred or violence against others, or doxes another person;
- Use the Service for any unlawful or unauthorized purpose, such as creating or displaying illegal content, such as content involving child sexual exploitation, or encouraging or promoting any activity that violates the Terms of Service;
- Use the Service in any way that interferes with, disrupts, negatively affects, or inhibits other users from thoroughly enjoying the Service;
We enable users to submit NSFW content; however, that content and other linked material may be flagged as NSFW and treated differently than non-NSFW content in navigation menus and search results. By utilizing the Service, you recognize the significance of DYOR – do your own research. You are solely responsible for validating the authenticity, legitimacy, identity, and other facts of any NFT, collection, or Account that you access or interact with using our Service. We offer no guarantees or claims about any NFT, collection, or Account of the Service's identity, legitimacy, or authenticity.
- INTELLECTUAL PROPERTY RIGHTS
- LICENSE TO YOUR CONTENT:
Except for the rights expressly provided below, you retain all rights to Your Content that you post, upload, submit, or otherwise make accessible through the UPYO Platform or App. To operate on UPYO, we must obtain certain license rights in Your Content from you so that our acts in operating the UPYO Company are not considered legal violations. As a result, by using the UPYO Platform and uploading or otherwise making Your Content available, you grant UPYO the license to use, access, host, reproduce, display, cache, store, copy, transmit, publish, distribute, adapt, and modify Your Content in any and all media or distribution methods (now known or later developed) but solely as required. You agree that this license grants us the right to provide, market, and improve the UPYO Platform, as well as to make Your Content available to other companies, organizations, or people for distribution, promotion, or publication on other media and services. You explicitly agree that these rights and licenses are royalty-free, transferable, sub-licensable, worldwide, and irrevocable (for as long as Your Content is stored with us), and include the right for UPYO Company to make Your Content accessible to and pass these rights along to anyone with whom the Service has contractual relationships related to the provision of the UPYO Company. We may provide access to Your Content to third parties if we believe it is required to comply with our legal responsibilities.
As part of the initial license grant, you acknowledge that other Users of the UPYO App or Platform may comment on and/or tag Your Content, as well as use, display, publish, modify, or include copies of Your Content for their own use of the UPYO Platform; provided that the foregoing shall not be applicable to any of Your Content that you post privately for non-public display on the UPYO Platform.
By publishing or submitting Your Content to the UPYO Platform, you represent and warrant that you have or have obtained all necessary rights, licenses, consents, permissions, power, and/or authority to grant the rights granted herein for Your Content. You agree that Your Content will not include any material protected by copyright or other property rights unless you have the relevant authorization or are otherwise legally permitted to post the material and grant us the license described above.
If you sell an NFT through the UPYO Platform, you grant the buyer a worldwide, non-exclusive, non-transferable, royalty-free right to use, copy, and display the NFT Media for such purchased NFT for the following purposes: (a) for the buyer's personal use; (b) as part of a marketplace that allows the purchase and sale of such NFTs, provided that the marketplace cryptographically verifies each NFT's owner's rights to display the NFT Media for their NFTs, ensuring that only the actual owner can display the NFT Media; or (c) as part of a third-party website or application that allows your NFT to be included, involved, or participated in, provided that the website/application cryptographically verifies each NFT's owner's right to display the NFT Media for their NFTs to ensure that only the actual copyright owner can display the NFT Media. The NFT Media will no longer be visible once the owner of the NFTs leaves the website/application.
If you purchase NFTs, you understand and accept that the NFT Purchase License described above is only valid as long as you are the legal owner and holder of the NFT connected with the licensed NFT Media. Therefore, if you sell or transfer the NFT to another user, the advantages of this NFT Purchase License will be transferred to the new owner or holder of the NFT, and you will no longer be able to utilize it hereafter. Unless otherwise indicated in writing by the seller of an NFT, your purchase of an NFT does not give you the legal right to publicly display, perform, distribute, sell, or otherwise reproduce the NFT or its connected NFT Media for commercial purposes.
- COPYRIGHT POLICY:
The UPYO Company may, but is not required to, monitor the NFTs, NFT Media, and Your Content uploaded to the NFT Marketplace for infringement of a third party's intellectual property rights. However, the Company cannot guarantee that all such content will be reviewed before it is put on the Service, nor can it guarantee that objectionable content will be removed immediately after being uploaded. As a result, the Company accepts no responsibility for any action taken in response to transmissions, conversations, or content provided by any user or third party.
If you feel that any text, images, videos, audio, photographs, or other materials uploaded, downloaded, or appearing on the Services have been copied in a way that violates copyright, you may notify our legal department in writing by giving the following information:
- Identification of the allegedly infringed copyrighted work.
- Identification of the allegedly infringing material to be removed, including a description of where it is located on the UPYO Platform.
- Contact information such as telephone or mobile number, address, and email address for our copyright agents to reach out to you.
- A written statement that you have a good faith belief that the identified, alleged infringing use is not authorized by the actual copyright owner, its associates, or the law.
- The electronic or physical signature of a person authorized to act on behalf of the owner of the allegedly infringed copyright or exclusive right.
Please keep in mind that if you materially misrepresent that content or an action does not infringe on the copyrights of others, you will be held accountable for damages.
The UPYO Company reserves the right, but not the duty, to monitor the content, evaluate compliance with this TOU and other operating rules set by UPYO Company, and comply with any law, regulation, or approved government request. In its sole discretion, UPYO Company reserves the right to refuse to post, edit, or remove any objectionable material submitted to or posted on the Service. Without limiting the above, UPYO Company has the right to remove any material that it deems, in its sole discretion, has violated the conditions of this Agreement or is otherwise objectionable.
- LICENSE TO YOUR CONTENT:
- COMMUNICATION PREFERENCES:
By acknowledging these Terms, you agree to receive electronic communications from UPYO by creating an Account (e.g., via text messages, email, push notification, or other forms of communication). These communications, which are part of your relationship with us, may include notices concerning your Account (e.g., transactional information). We may send you promotional emails that we believe will be of interest to you. You are, however, not required to provide this consent as a condition of using the Service, and you may opt-out of these communications via the Service or through the operating system of your mobile device (with the possible exception of important service announcements and administrative messages) by following the unsubscribe instructions provided.
- APP TERMS:
You, as the User, must provide the mobile device, cellular service plan, software, Internet connections, and/or other equipment or services required to download, install, and use the App. We make no guarantees that the App may be accessed and utilized on any specific device or with any specific service plan. The UPYO Company makes no promises that the App or Service will be available in any specific geographic location.
You agree to defend, indemnify, compensate, reimburse, and hold harmless UPYO Company (including each of its directors, officers, employees, members, agents, and affiliates) from any claim, demand, action, damage, loss, cost, or expense, including attorneys' fees or other legal fees, arising out of or relating to (a) Your use of, and/or conduct in connection with, the Service; or (b) Your violation of these Terms or any other applicable UPYO policy or contract.
You agree to notify UPYO of any Claims as soon as possible and to cooperate with the UPYO Parties in defending such Claims. You further agree that the UPYO Parties will have sole authority over the defense or settlement of any Claims. THIS INDEMNITY IS IN SUPPLEMENT TO, NOT IN LIEU OF, ANY OTHER INDEMNITIES OUTLINED IN A WRITTEN AGREEMENT BETWEEN YOU AND UPYO.
YOU ACCESS AND USE THE SERVICE AT YOUR OWN RISK. YOU UNEQUIVOCALLY UNDERSTAND AND AGREE THAT THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" AND UPYO EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. UPYO AND ITS SUPPLIERS MAKE NO WARRANTY OR REPRESENTATION AND DISCLAIM ALL RESPONSIBILITY FOR WHETHER THE SERVICE WILL: (A) MEET YOUR REQUIREMENTS; (B) BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) BE ACCURATE, RELIABLE, COMPLETE, LEGAL OR SAFE. UPYO DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
WE CAN NOT ENSURE THE SECURITY OF ANY DATA YOU SHARE ONLINE. NO ADVICE OR INFORMATION OBTAINED FROM THE UPYO PARTIES OR ITS SERVICE PROVIDERS, WHETHER ORAL OR WRITTEN, WILL GENERATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY DEFINED HEREIN. YOU ACCEPT THE SECURITY RISKS INHERENT IN PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD THE UPYO COMPANY RESPONSIBLE FOR ANY SECURITY BREACH.
UPYO WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS INCURRED AND TAKE NO RESPONSIBILITY FOR ANY USE OF THE NFTS, SERVICE CONTENT, AND/OR CONTENT LINKED TO OR ASSOCIATED WITH THE NFTS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS EMERGING FROM:
- USER ERROR, INACCURATE TRANSACTIONS, OR MISTYPED ADDRESSES.
- SERVER FAILURE OR DATA LOSS.
- UNAUTHORIZED ACCESS OR USE.
- ANY UNSANCTIONED THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, BRUTE FORCING, PHISHING, OR OTHER MEANS OF ATTACK AGAINST THE SERVICE.
NFTS ONLY EXIST DUE TO THE OWNERSHIP RECORD KEPT IN THE ASSOCIATED BLOCKCHAIN (E.G., ETHEREUM NETWORK). ON THE ASSOCIATED BLOCKCHAIN, ANY TRANSFERS OR SALES TAKE PLACE (E.G., ETHEREUM). UPYO AND/OR ANY OTHER UPYO PARTY CAN NOT IMPACT OR OTHERWISE CONTROL THE TRANSFER OF TITLE OR RIGHT IN ANY NFTS, UNDERLYING OR ASSOCIATED CONTENT, OR ITEMS.
NO UPYO PARTY IS RESPONSIBLE OR LIABLE FOR ANY LOSSES OR INJURY CAUSED BY VULNERABILITY, ABNORMAL BEHAVIOR OF SOFTWARE, ANY KIND OF FAILURE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS, OR OTHER NFTS FEATURES. ADDITIONALLY, NO UPYO PARTY IS LIABLE FOR LOSSES OR INJURY AS A RESULT OF LATE REPORTING BY DEVELOPERS OR NO REPORT AT ALL OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE NFTS, INCLUDING TECHNICAL NODE ISSUES, FORKS, OR ANY OTHER ISSUES CAUSING LOSSES OR INJURY.
Because specific jurisdictions do not permit the exclusion of implied guarantees in consumer transactions, the foregoing exclusion may not apply to you.
- ASSUMPTION OF RISK:
- LIABILITY LIMITATIONS:
TO THE EXTENT AS LEGALLY PERMISSIBLE, YOU AGREE THAT UPYO OR ITS SERVICE PROVIDERS WILL NOT BE LIABLE TO YOU, ANY ENTITY, OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM THESE TERMS OR THE SERVICE, PRODUCTS, OR THIRD-PARTY SITES AND PRODUCT; OR FOR ANY OTHER CLAIM, DEMAND, OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF DELIVERY, USE, OR PERFORMANCE OF THE SERVICE. ACCESS TO AND/OR USE OF THE SERVICE, PRODUCTS, OR THIRD-PARTY SITES AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY IMPAIRMENT TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA AS A RESULT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, UPYO'S MAXIMUM AGGREGATE LIABILITY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF THE SERVICE, ITS CONTENT, NFTS, OR ANY UPYO PRODUCTS OR SERVICES SHALL EXCEED THE GREATER OF (A) 375 SAUDI RIYAL OR (B) THE AMOUNT RECEIVE THE ABOVE LIMITATIONS APPLY EVEN IF THE REMEDY MENTIONED ABOVE FAILS OF ITS ESSENTIAL PURPOSE.
Because some jurisdictions may not permit the exclusion or limitation of incidental or consequential damages, the foregoing limitation or exclusion may not be applicable to you. Because some jurisdictions restrict disclaimers or limitations of liability for the personal harm caused by consumer products, this limitation may not apply to personal injury claims.
- MODIFICATIONS TO THE SERVICE:
UPYO company reserves the right, in its sole discretion, to change, suspend, or cancel the Service (or any features or components thereof) at any time and without liability.
- DISPUTE RESOLUTION AND ARBITRATION:
Please read the arbitration agreement in this section ("Arbitration Agreement") carefully. It forces you to arbitrate conflicts with UPYO and restricts your ability to seek remedy from us. This section explicitly states that UPYO does not govern disputes between users or between users and third parties. UPYO does not provide dispute resolution services for such disagreements, and the parties must handle them personally.
- SETTLEMENT NEGOTIATIONS:
If you have a potential legal dispute, claim, or cause of action against UPYO Company, you must first contact UPYO Company by sending an email to firstname.lastname@example.org describing the nature of the potential dispute, claim, or cause of action in addition to providing all relevant documentation and evidence thereof (before initiating any litigation proceedings). If UPYO Company so elects, User agrees to exercise commercially reasonable efforts to resolve any and all such legal dispute, claim, or cause of action within 60 days of the transmission of such email.
- AGREEMENT TO MANDATORY ARBITRATION:
Except as provided in Section 16.1, all claims, disputes, and controversies directly or indirectly emerging from or concerning these Terms or any of the matters or transactions contemplated by these Terms, which includes the avoidance of doubt, any claim seeking to invalidate, or alleging that some or all parts of these Terms are unenforceable, void or voidable shall be resolved only by the arbitrator, not by any federal, state, or local court, agency, or other governmental entity.
- WAIVER OF JURY TRIAL:
YOU, THE USER, HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL BEFORE A COURT. Except as provided in Section 16.2 above ("Agreement to Mandatory Arbitration"), you and UPYO elect all claims and disputes to be handled through arbitration under this Arbitration Agreement. An arbitrator can award the same damages and relief as a court on an individual basis and must follow these Terms in the same way that a court would. However, in arbitration, there is no judge or jury, and a court's review of an arbitration ruling is limited.
- WAIVER OF CLASS ACTION AND CLASS ARBITRATION:
ALL CLAIMS AND DISPUTES UNDER THE PURVIEW OF THE AFOREMENTIONED ARBITRATION AGREEMENT MUST BE ARBITRATED INDIVIDUALLY, NOT REPRESENTATIVELY OR COLLECTIVELY. ONLY INDIVIDUAL RELIEF IS AVAILABLE UNDER THIS CLAUSE, AND CLAIMS OF MORE THAN ONE USER, PERSON, OR ENTITY MAY NOT BE ARBITRATED OR CONSOLIDATED WITH THE CLAIMS OF ANY OTHER USER, PERSON, OR ENTITY. As a result, an arbitrator may not combine or consolidate more than one party's claims under the arbitration procedures provided in this section without the written approval of all affected parties to an arbitration process. Notwithstanding the foregoing, you and UPYO agree that no dispute will be resolved by class arbitration unless all affected parties provide written approval.
- SETTLEMENT NEGOTIATIONS:
- GOVERNING LAW AND VENUE:
These Terms, as well as your access to and use of the Service, will be governed by, construed, and enforced in conformity with the Law of Saudi Arabia (without regard to conflict of law rules or principles of the Kingdom of Saudi Arabia, or any other legal authority that would induce the application of the laws of that jurisdiction). Any disagreement between the parties that is not subject to arbitration under Section 16 or cannot be adjudged in small claims court shall be addressed in the state or federal courts of Saudi Arabia.
If you, the User, violate any of the conditions of these Terms, all licenses granted by UPYO will be automatically terminated. Furthermore, notwithstanding anything in these Terms, UPYO reserves the right, with or without notice and in its sole discretion, to suspend, disable, terminate, or delete your Account as well as your ability to access or use the Service at any time and for any or no reason. You understand and agree that we shall have no liability or obligation to you in such an event and that you will not be entitled to a refund of any amounts that you have paid.
If any Terms are deemed invalid or unenforceable, that term, provision, or clause will be deemed severable from these Terms. However, it will not affect the validity or enforceability of any remaining part of that term, provision, or clause; or any other term, provision, or clause of these Terms.
- INJUNCTIVE RELIEF:
You, as the User, agree that a breach of these Terms will cause UPYO irreparable harm for which monetary damages would be deficient, and UPYO shall be entitled to equitable relief in conjunction with any other remedies available to it under these Terms or at law, without the need for a bond, other security, or proof of damages.
All sections that, by definition, should survive the termination of these Terms shall remain in full force and effect following and notwithstanding any termination of these Terms by UPYO or you. The termination will not affect any of UPYO's other legal, equitable rights or remedies.
These Terms, together with the Auction Rules, represent the complete Agreement between you and UPYO regarding your access to and use of the UPYO Services and Content, as well as your participation in the Auction. The User may not transfer or allocate these Terms, or any rights and licenses granted herein, without the prior written Agreement of UPYO, and UPYO's failure to assert any right or provision under these Terms shall not embody a waiver of such right or provision. Unless otherwise specified, these Terms are solely for the benefit of the parties. These Terms are not intended to confer third-party beneficiary rights on any other person or entity.