Terms of Service

Thank you for choosing Upress for your managed WordPress hosting services!  PLEASE READ THESE TERMS OF SERVICE, AND THE OTHER LEGAL STUFF (Privacy Policy, DPA etc’) , CAREFULLY.   By using Upress Services, you agree to these TERMS OF SERVICE and the other legal staff. If you do not accept these TERMS, do not register for an account or purchase, access, or use the Upress Services in any way.

• This terms of service agreement (“Agreement”) is entered into by and between Upress Inc, a Delaware corporation (“Upress”) and the entity and/or individual using Upress Services (“Customer”).  This Agreement is made effective as of the date of Customer's use of this Website, as defined herein below, or the date of electronic acceptance.  Upress and Customer may referred to herein collectively as the “Parties” or individually as a “Party”.
• The terms and conditions stated herein are a binding legal agreement between Upress and Customer, User, End User, Portal User and any other beneficiary and/or user who purchase and/or uses Upress Services. The following reflects the full and entire Agreement between the Parties: terms of service, Privacy Policy and DPA which may be referenced herein, and any other terms, exhibits, schedules, or addendum which are referenced by any of the preceding (collectively the “Agreement”). PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESING OR USING THE SERVICES.
• The Agreement sets forth the exclusive terms and conditions between the Parties and supersedes all previous proposals, agreements, negotiations, and other written or oral communications between the Parties with respect to the Services provided hereunder.
• At the time of contracting the Customer must be at least eighteen (18) years old of age. By contracting with Upress Customer declares that s/he are eighteen (18) or older, and that they have the legal capacity to enter into an agreement with Upress.
• If one entering into this Agreement on behalf of another legal entity, one warrants that s/he have the legal authorization to bind the legal entity with this Agreement. In case one does not have the legal authority to do so, s/he will be held personally liable for this Agreement. When entering to this Agreement you declare that there are no other restriction on you to enter to this Agreement.
• Customer expressly agrees that Upress use all of its provided personal information in order to allow Upress to perform its Services.
• In case of conflict between the Agreement and other referenced documents, the terms shall govern according to the following order of precedence: (i) This Agreement, (ii) Website (iii) Privacy Policy (x) any terms incorporated by reference.
• In case of an European Users, End User, Portal User and any other beneficiary and/or user who purchase and/or uses Upress Services and/or other Customers or users to whom the GDPR applies shall be aware that the DPA (https://www.upress.io/customer-dpa) is an integral part of this Agreement and/or the SCC (https://www.upress.io/customer-dpa/#headline-671-369) as applicable, and by entering to this Agreement the relevant Customer and/or user, agrees and accepts the DPA and SCC terms, as applicable, and their appendixes.
• The terms and conditions of this Agreement may be updated from time to time, the update of the terms and conditions will be applied at Upress sole discretion.
• In the event, of any material change in the Agreement, Upress will provide Customer with a notice sent via email saved in Customer's account. Customer's continued use of the Services following such updates constitutes its acceptance of the changes. If Customer do not agree with the said changes, Customer may terminate the Agreement in accordance with the provisions of Section 7 below.

• Upress provides a managed WordPress hosting and support services (the "Services"), through Upress's propriety - platform, other related applications and personnel (''Website''). The websites created by Customer through the use of Upress Services referred to herein as "Customer's Website". Any third-party user and/or visitor at Customer's Website are referred as "End Users" .
• Certain Third-Party products and/or services which are not sold or licensed by Upress will be made available for Customer, at Customer's sole discretion, to enable and/or integrate it with the Services (e.g. third-party themes and plugging available through the User Portal) ("Third-Party" and/or "Third-Parties"). NOTWITSTANDING, UPRESS PROVIDING LIMITED SUPPORT, SERVICES OR ADVICE TO CUSTOMER IN RELATION TO THIRD PARTY SERVICES, UPRESS HEREBY DISCLAIM ANY AND ALL LIABILITY AND/OR WARRENTIES FOR THIRD PARTY SERVICES. SUCH SUPPORT, SERVICES AND ADVICE ARE PROVIDED IN GOOD FAITH, AS-AVAILABLE AND AS-IS, AND SOLELY FOR CUSTOMER CONVENIENCE.
• Customer acknowledge that Upress may engage Third-Parties to provide Services and/or enable Third-Parties to provide parts of the Services.
• Customer shall use the Services only for its intended purpose, in accordance with this Agreement.
• Customer shall provide Upress with all information, materials and assistance reasonably required to execute its Services for Customer.
• Upress will provide support through the means that are ordinarily available to its Customers [chat, ticket or e-mail].A user a Customer have authorized to access and/or manage its account through the User Portal shall be referred to herein as 'Authorized User".
• Upress provides Customer an access to a website for the purpose of managing Customer's account and managing Services ["User Portal].
• The scope of Services provided under the Agreement may be amended by any document showing mutual agreement between the Parties including (without limitation) email, click-through terms, your selections in the User Portal, and support ticket/s. Any additional fees associated with the amended scope of Services will be invoiced separately upon payment.
• From time to time, Upress may provide replacements for certain components of the Services or cease supporting them altogether. No such replacement or cease shall constitute a breach of the Agreement.
• Upress may release beta services, the beta services (i) may be in early stages of testing or development; (ii) are not recommended for production use; and (iii) are subject to additional disclaimers and limitations as described herewith("Beta Services").
• If you request or utilize any Beta Services, such Beta Services shall be provided on an AS-IS basis with all faults. No SLA, indemnity, representation, or warranty shall apply to Beta Services. Upress reserve the right to terminate the Beta Services at any time at its sole discretion. Upress make no representation that Beta Services will be released into production.
• HIPAA and senstive data Disclaimer: Upress is not “HIPAA” compliant. Customer are solely responsible for any required compliance with federal or state laws governing the privacy and security of personal data, including medical or other sensitive data (e.g finance data). Customer acknowledge that the Services not appropriate for the storage or control sensitive data, such as information about children or medical or health information. Upress does not control or monitor the information or data you store on, or transmit through, the Services. Upress specifically disclaim any representation or warranty that the Services, as offered, comply with the federal Health Insurance Portability and Accountability Act (“HIPAA”). Customers requiring secure storage of “protected health information” as defined under HIPAA are expressly prohibited from using the Services for such purposes. Customer agree that Upress is not a Business Associate or subcontractor or agent of customer pursuant to HIPAA. It is further clarified that if the customer chooses to operate an e-commerce site on our platform, he must adhere to appropriate standards and working methods and refrain from processing or storing credit card information and various financial data.
• The perform of actions that cause, or may cause, over usage of computer resources that the site is stored in, including over usage of the processor and/or memory resources and/or any use other that Upress believes, in its sole discretion, that it constitutes an unreasonable use in its systems and/or resources. Without detracting from the above said, all of these, but not only, will be considered unreasonable actions, unless approved in advance and in writing by Upress:
  1. Hard disk – performing operations that constitute intensive IO.
  2. Bandwidth – use of bandwidth higher than 10MBIT, for a time exceeding one minute.
  3. Active connections – amount of connections in excess of 20 active connections simultaneously for a single user.
  4. Processing tasks – more than 20 processing tasks simultaneously for a single user.
  5. Upload archive files (TAR/ZIP/ISO) in size exceed in MB250 per file.
  6. Uploading an advertising media campaign on a shared server.
  7. Upload over 1,000,200 files to a single account.

Upress, in its sole discretion, and before taking any other action, will alert Customer with a notice if Customer have reached the limit of the utilization of Upress's resources allocated to Customer.

a) Customer Website shall be accessible to third parties via the Internet 99.5% of the time, except for:

• Scheduled maintenance and required repairs.
• Any loss or interruption of Services due to causes beyond the control of Upress or which are not reasonably foreseeable by Upress, including, but not limited to, interruption or failure of telecommunication or digital transmission links and Internet slow-downs or failures or cyber attack. It is clarified that although Upress doing everything within its means to protect its systems, it's systems are not immune from cyber attacks, to the extent that Upress's systems will be under cyber attack, and such cyber attack successeed to and harms Customer Website, it shall be considered as a matter that is beyond Upress's control.

In the event of any loss or interruption of Services, as stated herein above, Customer's sole and exclusive remedy, and Upress's sole and exclusive liability - for any loss or interruption of Services in case it exceeds a continual period of 24 hours - shall be credit against future Upress Services equal to a pro rata portion of Upress Services fees for the period of downtime.

In the event of loss or interruption of Services, in case it exceeds a continual period of 6 hour,  due to matters that are within the scope of Upress's responsibility, customer's sole and exclusive remedy, and Upress's sole and exclusive liability,  shall be credit against future Upress Services equal to a pro rata portion of Upress Services fees for the period of downtime.

• Customer may post, upload, import, store, share, send, display or transmit text files, images, photos, videos, sounds, data, software, information code, logos, music, or other materials or works of authorship belonging to Customer or its End Users that Customer has stored using the provided Services under this Agreement and anything that Customer do using Upress Service and everything uploaded and/or stored by Customer or its End Users to Customer Website is solely Customer's responsibility and liability, and must be in compliance with the law ('Customer Content"). Upress shall not be responsible for Customer's Website management or loss/damage of files, Customer's acknowledges that Customer's Website construction and management is Customer's responsibility.
• Information about Customer or its Authorized Users which is required by Upress in order to provide a Customer with the Services will be referred to as "Customer Data".
• Customer warrants, represent and agrees that Customer Content does not infringe any rights/third-party or violates patents, copyrights, trademarks, trade secrets, confidentiality, moral or privacy of any right, Customer Content does not violate or promote violation of any law. Customer shall have the privilege to provide all notices to and obtain and maintain any consent from, any person, including End User, as required by applicable law or regulation in connection with Customer's Content.
• Upress disclaim any responsibility of Customer Content, Upress has no knowledge of the Customer Content, and it is hereby clarified that Customer shall act within the boundaries of any applicable law and/or regulations. Customer declares that Customer Content shall not infringement, misappropriation, or violate any intellectual property right and privacy rights, any obscene (pornography, child exploitation etc), store any sensitive and private information such as medical information and/or credit card information, promote any violation of law, promote spam or other unethical advertisements, discrimination hatred material, harassment etc. As for sensitive and personal information, in case Customer has doubts about the classification of the information, it is Customer's duty to consult with the relevant professionals prior to entering into this Agreement.
• Upress has the right, at its sole discretion, to remove or refuse to display any of Customer's Content that is with violation of this Agreement.

• Customer may designate a number of Authorized Users in the User Portal for the purpose of receiving support and making changes to Customer account. Customer is responsible for managing its Authorized Users and keeping them up-to-date. Customer authorizes Upress to provide all applicable support and account information to its Authorized Users and to make modifications to the Services at their direction.
• Customer may only add, modify, or remove Authorized Users through the User Portal. Upress will not do so on Customer's behalf, and will only provide support, assistance, and information to the Authorized Users who can verify their identity through the User Portal.
• Customer will require its Authorized Users to abide by the terms of this Agreement, and ensure that they do so, Customer acknowledges and agrees that Customer is fully responsible for the actions and omissions of its Authorized Users and for all costs and/or other liabilities incurred through its account except to the sole extent that any such use or liability is the result of Upress's breach of the Agreement.
• An Authorized User, within the scope of permissions granted to such user in the User Portal, may make changes to the Services, and you agree to pay any Fees associated with such changes.
• Customer shall promptly notify Upress in the event that it becomes aware of any violation of the terms of this Agreement or any unauthorized use of Customer's accounts or its Authorized Users.

• Customer shall pay a monthly fee, the initial fee shall be paid upon registration, all as determined by Upress sole discretion as provided on the invoice and on each renewal date thereafter (the “Fees”). The payments will be made by a valid payment method (e.g., credit card) - through Stripe- the American Company.  Customer acknowledges and agrees that on a monthly, quarterly or annual basis (a) its account will be automatically renewed, and (b) Fees will be automatically charged to the valid payment method Customer provided.  To avoid automatic payments and renewal, Customer may cancel its Account pursuant to Section 7 below.  If no payment terms are specified in the invoice, Fees shall be due in full in advance, except for additional use including, without limitation, overage fees which will be invoiced monthly in the following month.
• Customer confirms that any payment method Customer uses belongs to Customer or Customer obtains the authorization for its use. Customer agrees that its payment method details shall be stored by Upress payment provider to process payment for any Services Customer purchases or renew.
• In the event Customer payment fails and/or no payment was made and/or there's a charge in dispute, Upress may terminate and/or suspend Customer's violator account and cease its Services immediately.
• Fees are payable in the currency specified in the invoice and are none refundable except as expressly stated herein and, except as otherwise indicated at checkout. Fees do not include any taxes (such as value added tax, sales tax, goods and services tax, etc.), levies or duties imposed by taxing authorities. Customer holds the sole obligation paying any and all taxes required by taxing authorities, Customer shall indemnify Upress and releases, all and any liabilities, interest, penalties, or fees assessed, Upress from any responsibility that may arise regarding its failure to pay taxes and agrees to indemnify Upress in case such taxes will be applied.
• Any applicable overages, taxes, or transfer fees will be added to the Fees. Fees applicable to any Renewal Term will be at Upress then-current rates, provided that Upress have notified Customer of any applicable increase prior to the date by which Customer may opt out of the renewal.
• Upress reserves the right to change its Fees at any time, upon prior advance notice to Customer. In the event Customer do not agree to the Fee change, Customer may cancel the Services without incurring the changed Fee, but no refund will be payable from any Fees you previously paid.
• If Customer uses the Services on behalf of a third-part to design, build, or manage their website, Customer remain fully responsible for all payments of Fees in connection with those accounts, even if Customer's own clients fail to make payment to Customer.
• Customer agrees that it will not exceed the bandwidth or storage space limits applicable to the purchased Services.  In the event that the usage exceeds the limits included in the Services, or should Customer request or require increased limits, Upress will automatically bill Customer for any such upgrade in the level of its Services, or the additional incremental storage required by Customer use to be included in the Services, on a time and materials basis and in accordance with the Fee Schedule set forth in the plan that includes the appropriate storage amounts as stated in the Website.
• All the Fees associated with Upress Services are provided at the Website ("Fee Schedule").
• If the Customer's uses Services and that limits of use is exceeded, Customer will be responsible for the applicable overages. Customer agree to pay any applicable taxes (excluding taxes on our income) which Upress is required to collect unless Customer provides Upress with a valid tax exemption certificate. If Customer elects to make any payment via wire or credit transfer, then Customer is responsible for any applicable transfer fees.
• Customer agrees to the issuance and acceptance of invoices in electronic format. Invoices will be sent to the billing contact Customer designate upon signing or the User Portal. If Customer elect to pay via credit or debit card, Upress will charge the provided credit or debit card immediately upon account activation and on each renewal date thereafter, up to two weeks prior to the due date. If Customer elect to pay by any other method, payments are due 30 days from receipt of the applicable invoice.
• It is Customer's responsibility to ensure the Fees are paid by the due date. If you are overdue on any Fees, without derogating from any right Upress may, under the Agreement or any applicable law: (i) charge a late fee on the unpaid balance at minimum of 1% per month or the maximum lawful rate permitted by applicable law, (ii) suspend provision of the Services, and (iii) terminate the Agreement in accordance with Section 7 below. Customer will be responsible for any charges associated with Upress's collection efforts related to unpaid Fees.

• In order to prevent any unintended Service interruptions, this Agreement will automatically renew, but Customer may still terminate the Agreement at any time in accordance with Section 7(b) below. The Agreement will renew for a successive renewal term equal to the immediately preceding term unless a Party provides notification of its intent not to renew no later than 30 days prior to the expiration of the then-current term ("Renewal Term").
• Customer may terminate this Agreement and its account at any time via the User Portal, under the following terms: (i) if Upress materially breached the Agreement and fail to cure such breach within ten (10) days of notice ; (ii) for convenience, if you provide us with at least thirty (30) days prior notice; or (iii) for any other cause stated herein. In any of the events mentioned above, upon termination, Upress will provide Customer with a prorated refund of any unused Fees paid annually in advance for Services beyond the date of termination (adjusted for any discounts that are rendered void due to such termination and any other amounts which are owed).
• Upress may terminate the Agreement prior to the end of the Term, under the following terms: (i) if Customer materially breach the Agreement and failed to cure such breach within ten (10) days of notice ; (ii) if Customer abuses, threatens or harasses any of Upress employees or other customers; (iii) if Upress reasonably believe that your use of the Services negatively affects or endangers its systems or network, violates the law, or interferes with Upress's ability to provide services to its other customers; (iv) for convenience, if Upress provide Customer with at least thirty (30) days notice in advance; or (v) for any other cause stated herein. If Upress terminates the Agreement for convenience, Upress will provide Customer with a prorated refund of any unused Fees paid annually in advance for Services beyond the date of termination (adjusted for any amounts which Customer may owe ). If Upress terminates for any other reason mentioned in this Section 8(c), no such refunds will be provided.
• Once an account has been terminated, Customer will no longer be able to receive support or access the User Portal, and Upress will not be able to assist Customer with any site migration tasks. It is Customer's responsibility to maintain offline backups of its site at all times.
• The Term of this Agreement shall begin on the date of the initial contracting between the Parties ("Effective Date") and will continue on a monthly base for 12 months, with automatic annual basis renewal.

• Customer Content shall remain the exclusive property of the Customer, Upress claim no rights whatsoever in the Customer Content, except to the extent explicitly granted herein.
• For the Term of this Agreement, Customer hereby grant to Upress and others on its behalf, all and any access necessary and waives any claim of such use (such as license)solely and strictly to the extent required to provide the Services to Customer under the terms of this Agreement.
• Upress and its licensors own and shall continue to own all right, title, and interest in the Services and the systems and networks used to provide such Services, including all system-generated performance data, modifications, improvements, upgrades, derivative works, and all intellectual property rights in and to any of the foregoing. Except for the express rights granted herein, Upress do not grant any other licenses, express or implied, to any of its intellectual property including (without limitation) software, services, trade secret, methods, data, codes, passwords, symbols, or products.
• Upress may ask for a feedback relating to its Services, addressed to Customer and/or an Authorized Users. If you or your Authorized Users provide feedback, you agree that such feedback is provided freely. Upress is free to use and disclose such feedback for any purpose without an accounting to you or any other person, and we shall own all right, title, and interest in and to such feedback along with any changes, modifications, or upgrades Upress make to our current products or services and any new products or services that Upress develop using the feedback Customer or Authorized User provide.
• Customer shall not: (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit or distribute all or any portion of the Services, the Services, in any form or media or by any means; (b) attempt to circumvent or modify the Services for any reason, including (without limitation) in order to avoid the obligations set forth in this Agreement; (c) access all or any part of the Services in order to build a product or service which competes with them; (d) use the Services for unlawful or illegal purposes; (e) reverse engineer, decompile, decode, decrypt, disassemble, or attempt to derive any source code from the Services; (f) license, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise make the Services available to any unauthorized third party; or (g) attempt to obtain, or assist third parties in obtaining, unauthorized access to the Services.

• Customer shall  indemnify, defend and hold harmless all indemnities from all suits or claims for infringement of the patent rights, copyright, trade secret, trade name, trademark, service mark, or any other proprietary right of any person or persons in consequence of the use by Customer, or any of its boards, commissions, officers, or employees of articles, work or deliverables supplied in the performance of Services. Infringement of patent rights, copyrights, or other proprietary rights in the performance of this Agreement, if not the basis for indemnification under the law, shall nevertheless be considered a material breach of Agreement.
• Upon becoming aware of any infringement of any copyrights that are used Upress will promptly notify Customer in writing of any such infringement and will provide the violated party with reasonable assistance in initiating and prosecuting any legal action against any infringer of its copyrights.
• Upress reserve the right to delete and/or disable Customer Content/Customer Website alleged to be infringing rights, and to terminate a repeated infringing account. Customer shall have no claims against Upress, when such notice has been provided to Customer. In entering into this Agreement Customer waives in advance any claim that Customer may have in regards to Upress decision to delete and/or disable Customer Content/Customer Website as a result of an infringement claim. In entering into this Agreement Customer agrees to Upress actions to delete and/or disable Customer Content/Customer Website following a notice of infringement even if such notice was not delivered and/or received using the proper and/or traditional means of communication set by the law and/or Upress's policy also if later it turns that the notice was incorrect or fraudulent.
• Upress adopted the Digital Millennium Copyrights Act ("DMCA") process for handling a copyright compliant and created a termination policy to be implemented thereafter ("DMCA Policy"). In case of an repeated infringer of copyrights Upress has the sole discretion to terminate the infringer/alleged infringer account. Upress also, at its sole discretion, might limit Customers access to their accounts in case Upress believes those Customers are infringers, whether or not they are repeated infringers.
• Upress designated agent for notices of alleged infringement of intellectual property is:
  Copyrights Agent
  complain@upress.io

• “Confidential Information” means information disclosed by a Party to this Agreement the another, directly or indirectly, in writing, by inspection of tangible objects or orally, that is marked as "confidential", proprietary" or similar markings, or that should be reasonably understood to be confidential by its particular identification or designation, the circumstances of its disclosure, or the nature of the information itself. Confidential Information does not include information which, at such time: (i) is generally known or available to the public without breach of the Agreement by the receiving Party; (ii) is rightfully disclosed to the receiving Party without restriction by a third-party that has no confidentiality obligations towards disclosing party with respect to said information; or (iii) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information, as shown by documents or other evidence in the receiving Party's possession. Confidential Information is and shall remain the property of the disclosing Party (or its licensors, as applicable), and no rights whatsoever are granted except solely for the use of executing this Agreement.
• Each Party agrees to safeguard and preserve the confidential nature of the other Party’s Confidential Information by using and retaining the Confidential Information in trust and confidence, solely for its use as permitted by the other Party or the terms of this Agreement, and in connection with this Agreement, and by using the same degree of protection that it uses to protect its own confidential information of similar nature, which in no event shall be less than reasonable care.
• Notwithstanding the foregoing, either Party may disclose the other Party’s Confidential Information to the limited extent such disclosure is required by law, legal process, or an order of a competent court, including any requirement under applicable data privacy regulations that a notice of data breach be given to a supervisory authority or regulatory agency. Information disclosed due to these reasons will not cease to be Confidential Information and said information will continue to be regarded as Confidential Information under the Agreement.
• To the extent practicable and legally permissible, a Party will provide prompt notice of any required disclosure as set forth in Section 10(c) above, and shall use reasonable efforts to cooperate with the disclosing Party to minimize or exclude the Confidential Information from such disclosure.
• Upon termination or expiration of the Agreement for any reason, any license granted herein to use the Confidential Information shall terminate immediately, and each Party will either return or destroy any Confidential Information of the other Party in its possession. Until returned or destroyed, a Party shall continue to protect the Confidential Information of the other Party in accordance with the Agreement for as long as it is retained as part of that Party’s customary business practices.

• Each Party represents and warrants that: (i) it has the power, authority, and legal right to enter into this Agreement; (ii) it has the power, authority, and legal right to perform the obligations and grant the licenses set out herein; and (iii) it, and anyone on its behalf, will comply with all laws and regulations applicable to execute its obligations under this Agreement; and (ix) Customer shall not store any sensitive, personal information, such as medical information and/or credit card information using Upress Services, by entering into this Agreement Customer declares that Customer has consulted with a legal security data specialist to insure that Customer do not store any personal and/or sensitive information that are not suitable for use in WordPress platform and are not suitable for use for the general Services provided by Upress.
• THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND. IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, SATISFACTION AND MERCHANTABILITY, AND ANY WARRANTY OF NON-INFRINGEMENT SHALL NOT APPLY. THE ENTIRE RISK ARISING FROM USE OF THE SERVICES OR RELIANCE ON ANY OUTPUT RESULTING FROM THE USE IS BORNE BY CUSTOMER.
• It is clarified herein that WordPress platforms are not suitable to store sensitive, personal private information, such as medical information, storing such sensitive, personal information will be considered a material breach of this Agreement which will allow Upress to terminate this Agreement immediately.

• Customer agrees to indemnify, defend, and hold harmless Upress, its affiliates, subsidiaries, and vendors, and Upress respective officers, directors, agents, employees, licensors and representatives and its affiliates, customers, employees, agents, officers and directors ("Indemnified Parties") from and against any obligations, penalties, fines, amount in interest, loss, costs, fees (including reasonable attorney fees), damages, liabilities or claims (whether in contract, tort, negligence or otherwise) which arise out of or are in any way connected with the Customer's violation and claim or demand brought against any Indemnified Party by a third party related to or arising out of Customer's violation of this Agreement or result from Customer's (including its employees' and subcontractors') performance of this Agreement and the work hereunder. In no event shall the Customer's obligations and/or liabilities hereunder be limited to the extent of any insurance available to or provided by the Customer or any subcontractor thereof.
• Indemnified Parties reserve the right to control the defense of any indemnified matter under this Section and/or approve any proposed settlement. Customer will pay an Indemnified Party the amounts due under this Section as they are incurred.

• TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE AND OUR AFFILIATES, SUBSIDIARIES AND VENDORS, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS AND REPRESENTATIVES ("Limited Parties") ARE AND SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR OTHER INJURY ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE DELAY OR INABILITY TO USE THE SERVICES, WHETHER RESULTING IN WHOLE OR IN PART, FROM BREACH OF CONTRACT, TORTIOUS BEHAVIOUR, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF WE OR THE LIMITED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
• TO THE EXTENT PERMITTED UNDER APPLICABLE LAWS, IN NO EVENT SHALL OUR OR THE LIMITED PARTIES' TOTAL LIABILITY FOR ALL DAMAGES EXCEED THE AMOUNT PAID BY YOU UNDER THE AGREEMENT IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR ONE HUNDRED DOLLARS ($100) IF CUSTOMER HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO US , THE LOWEST AS APPLICABLE. THE FORGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. CUSTOMER AGREES TO FOREGO ANY ADDITIONAL CALIM THAT MAY ARISES FROM THIS AGREEMENT KNOWING WITHOUT SUCH OBLIGATION FROM CUSTOMER WE WILL NOT HAVE ENTERED INTO THIS AGREEMENT WITH CUSTOMER.
• IN THE EVENT A JURISDICTION DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR THE EXCLUSION OF LIABILITY FOR INCEDENTIAL OR CONSEQUENTIAL DAMAGES, SECTION 12,13 AND 14 WILL BE APPLIED AGAINST CUSTOMER TO THE FULLEST EXTENT PREMITTED BY LAW.
• ALTHOUGH UPRESS MAKES EFFORTS AND INVESTS RESOURCES TO PROTECT ITS SYSTEMS, IT IS UNABLE TO ENSURE COMPLETE PREVENTION OF CYBER ATTACKS, INFORMATION DISCLOSURES, DISRUPTIONS AND DISRUPTIONS TO THE COMPUTER SYSTEMS AND THE VARIOUS SYSTEMS USED BY IT. CUSTOMER HEREBY CONFIRMS THAT IT HAS TAKEN INTO ACCOUNT THOSE RISKS CUSTOMER IS AWARE OF SUCH RISKS AND THAT IN ANY CASE, ANY CLAIM AGAINST UPRESS FOR DAMAGES CAUSED, THE DAMAGE CUSTOMER CAN CLAIM IS LIMITED TO THE DIRECT AMOUNT ACTUALLY PAID FOR THE SERVICES. THE CUSTOMER DECLARES AND CONFIRMS THAT CUSTOMER WAIVES ANY CLAIM FOR FURTHER DAMAGE AND THAT IT IS KNOWN THAT WITHOUT THIS OBLIGATION UPRESS WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITH CUSTOMER. TO ILLUSTRATE: UPRESS SUFFERED A CYBER ATTACK IN WHICH THE ATTACKERS GAINED CONTROL OVER A WEBSITE STORED IN ITS SERVERS, CAUSING DAMAGE TO CUSTOMER'S SITE. IN ANY CASE, FOR ANY CLAIM ARISES AGAINST UPRESS, THE MAXIMUM COMPENSATION THAT THE CUSTOMER CAN CLAIM FROM IT, REGARDLESS OF THE RATE OF DAMAGE CAUSED TO HIM, IS EQUAL TO THE AMOUNT PAID BY YOU UNDER THE AGREEMENT IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR ONE HUNDRED DOLLARS ($100) IF CUSTOMER HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO US , THE LOWEST AS APPLICABLE.

• Upress will maintain commercially reasonable technical and operational measures designed to protect Upress internal networks from malicious activity and provide for the security and integrity thereof. Customer acknowledge that Upress is not responsible for any loss or harm suffered by Customer resulting from a security incident.
• Customer is responsible for determining whether the Services meet applicable regulatory standards and otherwise comply with its own security requirements.
• Customer agrees to configure its use of the Services in such a way as to maintain the security of the Services and Upress network (e.g.; by only uploading software that has been demonstrated to be secure, installing patches, and not sharing passwords).

• Assignment. Neither Party may assign and/or transfer the Agreement, in whole or in part, without the other Party’s prior written consent, provided however that either Party may assign and/or transfer the Agreement to a successor to its business by merger, reorganization, acquisition or sale of assets without the consent of the other Party. In the event of such an assignment: (i) the assigning Party will provide notice to the other Party as soon as reasonably practicable and without undue delay; and (ii) The Agreement shall be binding upon and inure to the benefit of the respective successors and assignees of both parties. Any purported assignment in violation of this Section shall be null and void.
• Survival. Any provision of the Agreement that contemplates performance or observance subsequent to termination or expiration of the Agreement shall survive termination or expiration of the Agreement and continue in full force and effect. Without derogating from the above, Sections 8, 10, 11, 12, 13 shall survive termination or expiration of the Agreement and continue in full force and effect.
• Status of the Parties. The relationship between the Parties is one of service provider-customer. Nothing contained herein shall be deemed or construed as creating an employer-employee relationship, a joint-venture or a partnership between the Parties hereto (including. Without limitation, their employees). No Party is by virtue of the Agreement authorized as an agent, employee, or legal representative of the other Party. Neither Party has the authority to make any representations, claims, or warranties of any kind on behalf of the other Party, nor on behalf of that Party’s affiliates, agents, subcontractors, licensors, or third-party suppliers.
• Publicity & Use of Trademarks. The Parties may disclose that they have entered into a business relationship and may include the name and logo of the other Party in lists of their respective customers or vendors (as applicable), subject to any provided usage guidelines with respect to a Party’s trademarks or logos and so long as neither Party mischaracterizes the nature of the actual relationship between them. Any other use of a Party’s name, logo, or other trademarks or service marks shall require prior written consent. Specifically, and without limiting the generality of the foregoing, neither Party may disclose or advertise any other details of the Agreement or use the name, logo, or trademarks of the other Party in connection with a product or service based upon or similar to a product or service that Party offers. Neither Party may hold itself out as a reseller or a partner of the other, or any other similar designation, unless granted such license or authority under a separately executed agreement.
• Severability. If any provision of the Agreement is held to be unenforceable for any reason, it shall be modified rather than voided, if possible, in order to achieve the intent of the Parties to the extent possible. In any event, all other provisions of the Agreement shall be deemed valid and enforceable to the fullest extent.
• Waiver. No behavior by either Party hereto shall be deemed to constitute a waiver of any rights according to the Agreement, and/or a waiver of or consent to any breach or default in respect of any of the terms hereof, or a change, invalidation or addition to any term, unless expressly made in writing.
• Force Majeure. Upress shall not be deemed to be in default of the Agreement, or to have breached any of its provisions, as a result of a delay or a failure in performance of the Services, which result, either directly or indirectly, from any circumstances beyond our reasonable control including (without limitation) acts of god, pandemics or epidemics, acts of civil or military authority, civil disturbance or unrest, war, strikes, fire, laws, regulations, governmental acts, third-party network unavailability, and/or failure of telecommunication facilities.
• Governing Law. The Agreement is governed by the laws of the State of Israel, without regard to its choice of law statutes. The United Nations Convention on the International Sale of Goods shall not govern or be applicable to the Agreement.
• Arbitration. The Parties hereto agree to use their best efforts to settle amicably disputes arising out of or relating to this Agreement. Should the Parties be unable to resolve any dispute within thirty (30) days, then the matter shall be referred to final settlement by arbitration. The arbitration shall be held by the Israeli Institution of Commercial Arbitration [link provided https://eng.borerut.com/ ; https://eng.borerut.com/wp-content/uploads/2014/06/Rules-institute-of-arbitration-English.pdf[ online or by written claims to be electronically filed, in the English language, before an arbitrator appointed in accordance with the rules of the Israeli Institution of Commercial Arbitration. The applicable law for such arbitration shall be the laws of Israel, as per sub-section 15(h). The parties shall be bound by the decision of the arbitrator, whose decision shall be final and binding and shall be enforceable in court. It is hereby declared by Customer that Customer is aware that sub-section 15 (i) is a fundamental provision in this Agreement, and Customer understands the implications of this sub-section 15(i), Customer knows that the Israeli Institution of Commercial Arbitration has the exclusive authority to settle disputes between the Parties.
• Venue. Subject to Sections 15(h) and 15 (i) above, any disputes must be brought in the competent courts located in Tel Aviv, Israel.
• Third-Party Beneficiaries. Except as specifically set forth herein, there are no third-party beneficiaries to the Agreement.
• Notices. Except as otherwise required herein, notices shall be effective when delivered, as indicated by a delivery receipt, or: (i) in the case of notices delivered by post, five (5) business days after being mailed to the designated address by mail; and (ii) in the case of notices sent by email, three (3) business days after being sent. Notices to you shall be made to the address recorded in the User Portal or via electronic mail to an Authorized User. Customer waives, in advance, any and all allegations that the registered e-mail address provided by Customer and appear in Customer's account is invalid or not updated, or any other allegations in that regards. By entering to this Agreement, Customer confirms that the e-mail account appears on Customer's account is the e-mail address Upress will sent it’s Notices, and Customer shall not claim that e-mails sent to said address were not received for any reason. Notices to Upress should be delivered to: complain@upress.io.
• Without derogating from Section 1 above, you hereby confirm and warrant that Customer: (i) have read and understood the terms of this Agreement; (ii) understand the legal implications of the terms of this Agreement; (iii) consulted with any third-party Customer wished before accepting the terms of this Agreement; and (iv) are authorized to accept the terms of the Agreement.