Terms of Services

Updated 7/8/2024

1.

Introduction

upcell, LLC (hereinafter “we”, “us”, or “our”) operates the “Service,” which is defined as any website or web page (or mobile application) on which this set of Terms appears (“Website”), and any data, services, activity or transactions that are offered, made available or facilitated through any of the above.

These Terms of Service (hereinafter “Terms of Service” or “Terms”) are a legally binding agreement that applies to the Service and governs your use of the Service and your (“you” or “your”) relationship with us. You accept and agree to these Terms of Service by either:

  • Accessing or using the Service,

  • Clicking to accept these Terms of Service, or

  • Accepting these Terms of Service in any other way.

If you violate these Terms of Service, or if you do not agree to these Terms of Service, you shouldn't access (and you don't have our permission to access) the Service.

In addition, if you intend to provide us with, or receive from us, data regarding European residents, please see Section 11, which you must agree to.

2.

Changes to the Terms of Service

We may modify these Terms of Service in our sole discretion and will provide notice to you. All such changes shall become effective upon such notice.

3.

Changes to the Service

We may change the features and functionality of the Service at any time. This may include adding, modifying, or removing any features or functionality of the Service. The Terms of Service will apply to any changed version of the Service. We may also suspend or stop the Service altogether. In addition, we may impose or alter fees for new or existing aspects of the Service.

4.

Eligibility Restrictions

To use the Service, you must have reached the age of majority in the jurisdiction where you live (in most U.S. states, that's 18 years old). If you are under this age, you are prohibited from using the Service or providing Submitted Data (defined below) to us.

5.

Your Account

You will need to set up an account  to access the Service, including to receive data (“Output Data”).

You are solely responsible for maintaining the confidentiality of your account information, and for restricting access to your computer and other devices; you agree and understand that you will be liable for any activity occurring through your account.

6.

Your License to the Service

You may be and hereby are granted a license to use the Service and Output Data for (and solely for) your personal and/or your internal business purposes only, subject to the prohibitions and restrictions herein, and a license to store, print or make a copy of Output Data we provide to you solely for your personal or internal business purposes. You may not resell, distribute, or create derivative works from the Service or the Output Data. You may not develop any service, product, toolset, dataset or derivative work from the Output Data or the Service, whether in aggregated or non-aggregated form, and whether in identified or de-identified form.

7.

Data Sharing and Rights:

A.   Our Free Services & Subscriptions

We may provide the service through paid accounts, such as by offering a monthly or annual subscription. If applicable, we can enter into an agreement with you, governed by an applicable further order form (“order form”). If you wish to enter into such an agreement, please visit the pricing and packaging page on our website. In addition (unless otherwise agreed to by you and us), the following will apply to any paid service we provide to you:

Sometimes we offer the service on a “self-serve” basis, in which case you will have the opportunity to click through these terms and select the aspects of the service you want to purchase.

  • You agree to pay to us the applicable fees (the “fees”) set forth in an order form (whether agreed to on paper or digitally) signed or otherwise agreed to by you and by us, based on the timetable set forth in the order form. We may increase or otherwise change the fees at any time  or at the end of any term set forth in an order form, in our sole discretion, by providing you with written notice (which may be by email or another conspicuous method).

  • You must raise any disputes regarding fees within 60 days from the date of your first transaction. Any disputes not waived within that time period shall be deemed waived.

  • You are responsible for all taxes associated with your use of the service.

  • The agreement is for the initial service term as specified in the order form, and shall be automatically renewed for additional periods of the same duration as the initial service term, unless either party requests non-renewal at least thirty (30) days prior to the end of the then-current term. The subscription is on a per-seat basis, and is for a single “seat” or user unless otherwise indicated in the order form. We may permit you (in our discretion) to increase the number of seats or users licensed to you during a term, in which case we will then begin to charge you at the new per-seat price. While you may (at our discretion) increase the number of seats during a term, you may not decrease the number of seats during a term: once you increase your per-seat license, you will be charged on that per-seat basis through the remainder of a term. You may not seat-share or time-share: you may only permit one license seat per individual user, at any given time.

  • In addition to any other remedies one may have, either party may also terminate this agreement upon thirty (30) days' notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this agreement. Customer will pay in full for the service up to and including the last day on which the service is provided. All sections of this agree which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

  • upcell's unlimited plans operate under a fair use policy in order to prevent potential abuse. Although each user license is not restricted to a set amount of exports, unusually high levels will be monitored more closely to ensure no abuse. If you are determined to be a “Bad Actor”, defined as a user that violates any restrictions on Use of the Service or a user perceived to be acting with malicious intent, then we reserve the right to require substantiation, to suspend your account, and/or to ultimately block/terminate your use.

  • For subscription customers without an order form, you must cancel your subscription prior to 11:59 p.m. eastern time on the day before your next recurring billing date in order to avoid being charged. Payments are nonrefundable and there are no refunds or credits for partially used periods. Following any cancellation, however, you may choose to have access to the service through the end of your current billing period. At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all of our members (“credits”). The amount and form of such credits, and the decision to provide them, are at our sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future, under any circumstance.

8.

Proprietary Rights: What We Own

As between you and upcell, all rights, title, and interest in and to the Service, including without limitation patents, copyrights, trademarks, trade names, service marks, trade secrets and other intellectual property rights, and any goodwill associated with the Service, are owned by upcell. For instance, we own any design or product features inherent in the Service, such as the way that data is organized, curated, presented, and delivered, and any know-how or other intellectual property inherent in the way we have create, provide, display, or make available the Service. The upcell names and logos are trademarks of upcell, and may not be copied, imitated or used, in whole or in part, without our prior written permission.

These Terms of Service do not grant you any ownership right, title or interest in any of the above. You therefore may not use the Output Data to create any derivative work, service or product, and you may not resell or re-license the Output Data in any manner or form.

9.

Restrictions on Use of Output Data

You agree not to use the Service or Output Data in certain ways. You agree not to use the Service or Output Data to:

  1. Violate the California Consumer Protection Act(CCPA), CPRA, or any applicable laws (whether federal, state, or international to the U.S.) (hereinafter “Laws”),

  2. Violate the U.S. CAN-SPAM Act of 2003 or the Canadian Anti-Spam Legislation (CASL), as such statutes may be amended from time to time, or the U.S. TCPA.

  3. Use the Output Data to advertise or promote any goods or services (or send any other communications) that are illegal in the place offered or consumers;

  4. Use the advertise or promote adult service (such as pornography or escort services), tobacco products, illegal gambling, counterfeit or pirated goods or services, or violate any securities or commodities regulations (such as to support a “pump and dump” scheme);

  5. Defraud, deceive or mislead anyone;

  6. Communicate or transmit content that is defamatory, dishonest, obscene, sexually explicit, pornographic, vulgar, or offensive;

  7. Promote or engage in discrimination, racism, harassment or hate speech against any individual or group; or

  8. Threaten or promote violence.

10.

Restrictions on Use of the Service and Your Account

You also agree to certain restrictions on your use of the Service. You may not:

  1. Allow any other person to use your account, use any other person's account, or share your password or account credentials with any other person;

  2. Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;

  3. Access the Service in a way that exceeds your authority, such as by logging in to a server, account, or email network when you are not authorized to do so;

  4. Access the Service in an automated manner;

  5. Extract data from the Service in a way that exceeds our authorization or violates these terms or other policies or restrictions we have implemented (whether such implementation is verbal or mechanical in nature); for instance you may not or use or attempt to use any engine, software, tool, agent or other device or mechanism (including browsers, spiders, robots, avatars or intelligent agents) to extract data from the Service;

  6. Reverse engineer, decompile, or disassemble the Service (in whole or in part).

11.

Special Terms for Use of Customer Personal Data of or Output Data About European Data Subjects

YYou may request and receive Output Data regarding data subjects who reside in the European Economic Area, Switzerland, or the United Kingdom (“European Data Subjects”) (such as their name, job title, or contact information), which we refer to below as “European Output Data.” If you do so, you agree that you will use the Output Data only in the following situations, in addition to complying with other consent or permission requirements set out in this Section:

  1. In order to perform reasonable and actual data validation or hygiene or updating of your own legally obtained customer database;

  2. Pursuant to explicit consent from the data subject of the Output Data, sufficient to comply with the consent requirements of GDPR;

  3. For other purposes you have established are necessary to pursue your legitimate interests in the context of business-to-business relationships and in compliance with the GDPR and all other legal requirements. For instance, if you use the Output Data to contact actual or prospective business partners, you may need to obtain consent for “prospecting” by means of a telephone, fax machine or email.

When you receive or use European Output Data, you understand and agree that you are the data controller, and we are your data processor, as those terms are used under the GDPR. You will obtain from each data subject (e.g., the persons in your customer database) all required consents (or establish another basis for processing the Output Data, if applicable), make available all required data subject rights, and otherwise comply with all provisions of the GDPR and other European data protection rules applicable to data controllers.

This Section 11 supersedes and takes precedence over any separate agreement or terms that we may enter into with you, regarding any data licensed from you to us, or from us to you.

Required Consumer Consents and Permissions. In some countries or jurisdictions, additional consents, notices, and permissions may be required for certain types of marketing or processing of personal information. Client understands that, while Provider seeks to comply with its own legal obligations, Provider has not obtained any rights or consents on Client's behalf: therefore, to the extent that any law or regulation may require that Client (in addition to Provider) provide notice or obtain consent in order to market to any person or process any person's personal data, Client agrees that Client shall obtain on Client's own behalf such notices or consents.

  1. Privacy Policy

You acknowledge the collection, use, disclosure, and other handling of information described in our Privacy Policy, which we may update from time to time.

  1. We may Monitor the Service 

We, or service providers working with us, may monitor the Service for any legitimate business purpose, including to monitor compliance with these Terms or evaluate how the Service is being accessed and used. We will be the sole and final arbiter as to whether the Service is being misused or these Terms are being violated. If we believe you have violated these Terms (or any law) we may terminate your account and access to the Service and any Output Data immediately and without notice. In such a situation we also may seek civil, criminal, or injunctive relief, at our sole discretion and without obligation, to enforce this Terms of Service and the law.

  1. Disclaimer of Representations and Warranties

YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE ALONG WITH THE OUTPUT DATA IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES (1) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (2) OF INFORMATIONAL CONTENT OR ACCURACY, (3) OF NON-INFRINGEMENT, (4) OF PERFORMANCE, (5) OF TITLE, (6) THAT THE SERVICE WILL OPERATE IN AN ERROR FREE, TIMELY, SECURE, OR UNINTERRUPTED MANNER, IS CURRENT AND UP TO DATE AND ACCURATELY DESCRIBES ANYTHING, OR IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (7) THAT ANY DEFECTS OR ERRORS IN THE SERVICE WILL BE CORRECTED, (8) THAT THE SERVICE IS COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE PLATFORM, OR (9) THAT WE WILL ENFORCE THE TERMS OF SERVICE AGAINST OTHERS TO YOUR SATISFACTION. EFFORTS BY UPCELL TO MODIFY THE SERVICE SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS OR ANY OTHER PROVISION OF THESE TERMS OF SERVICE. SOME JURISDICTIONS LIMIT OR DON'T ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES – IN THOSE STATES, THESE WARRANTIES WILL BE DISCLAIMED ONLY TO THE FULLEST EXTENT PERMITTED BY LAW.

  1. Limitation of Liability 

IN NO EVENT WILL EITHER PARTY OR ITS RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, REPRESENTATIVES, AFFILIATES, PARENTS, SUBSIDIARIES, SUBLICENSEES, SUCCESSORS AND ASSIGNS, INDEPENDENT CONTRACTORS, AND RELATED PARTIES BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICE, OUTPUT DATA OR WITH THE DELAY OR INABILITY TO USE SAME, OR FOR ANY BREACH OF SECURITY, OR FOR ANY CONTENT, PRODUCTS, AND SERVICES OBTAINED THROUGH OR VIEWED ON THE SERVICE, OR OTHERWISE ARISING OUT OF THE USE OF SAME, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, REGULATION, COMMON LAW PRECEDENT OR OTHERWISE, EVEN IF THE RESPECTIVE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES AND EVEN IF SUCH DAMAGES RESULT FROM A PARTY'S ENTITY'S NEGLIGENCE OR GROSS NEGLIGENCE. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY FOR ANY CLAIM RELATING TO THE SERVICE (EXCLUSIVE OF PAYMENT OR INDEMNIFICATION OBLIGATIONS) EXCEED THE TOTAL OF THE AMOUNT PAID BY EITHER PARTY TO THE OTHER DURING THE PRIOR 12 MONTHS. ADDITIONAL DISCLAIMERS BY UPCELL MAY APPEAR WITHIN THE SERVICE AND ARE INCORPORATED HEREIN BY REFERENCE. TO THE EXTENT ANY SUCH DISCLAIMERS PLACE GREATER RESTRICTIONS ON YOUR USE OF THE SERVICE OR THE MATERIAL CONTAINED THEREIN, SUCH GREATER RESTRICTIONS SHALL APPLY. SOME JURISDICTIONS RESTRICT OR DO NOT ALLOW THE LIMITATION OF LIABILITY IN CONTRACTS, AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. IN CASES WHERE SUCH LAWS APPLY, LIABILITY OF THE UPCELL ENTITIES SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

  1. Arbitration, Class Action Waiver and Applicable Law

PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS.

16.1 Arbitration and Class-Action Waiver

  1. Federal Arbitration Act

    You agree that these Terms of Service affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.


  2. Initial Dispute Resolution

    Most disputes can be resolved without resort to litigation. You and us agree to use reasonable efforts to settle any dispute or claim, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration, other than lawsuits or arbitration for injunctive relief from alleged intellectual property infringement. To commence this procedure, you agree to contact our Legal department at legal@upcell.io or we may contact you using the last available information we have for you.


  3. Binding Arbitration

    If we do not reach an agreed-upon solution within a period of ten (10) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then we both agree to resolve by arbitration any and all controversies, claims, or disputes arising out of, relating to, or resulting from (1) your relationship with the us, (2) these Terms of Service, (3) any other aspect of the Service. These Terms of Service are intended to require arbitration of every claim or dispute that lawfully can be arbitrated, except for those claims and disputes which by the terms of these Terms of Service are expressly excluded from Section 16.


  4. Governing Arbitration Rules

    All claims subject to arbitration shall be finally settled by binding arbitration administered by JAMS in accordance with the JAMS rules in effect at the time the arbitration is initiated, excluding any rules or procedures that would permit class actions or other representative actions. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms of Service including but not limited to any claim that all or any part of these Terms of Service (such as this Section 16) is void or voidable, or whether a claim is subject to arbitration, except that the arbitrator shall have no authority to find that a claim may proceed on a class basis or as part of another representative action: only a court may address disputes regarding the validity or enforceability of the Class Action Waiver section below, Section 16(A)(v). The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. To start an arbitration, unless there are conflicting rules at www.jamsadr.com, you must do the following: (A) Write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover. You may find a copy of a Demand for Arbitration at www.jamsadr.com; (B) Send three copies of the Demand for Arbitration, plus the appropriate filing fee, to JAMS, Two Embarcadero Center, Suite 1500, San Francisco California 94111; and (C) Send one copy of the Demand for Arbitration to us at upcell, 10 Common Street, Walpole MA 02081, PO Box 212.

    To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, we will pay the additional cost. If the arbitrator finds the arbitration to be non-frivolous, the actual filing and arbitrator fees for the arbitration can be included in the arbitrator's award, provided your claim does not seek more than $75,000. The arbitrator shall have the power to award any remedies available under applicable law, and the arbitrator shall award attorneys' fees and costs to the prevailing party, except as prohibited by law. The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

    If you are a resident of the United States, arbitration may take place at any reasonable location within the United States convenient for you. For residents outside the United States, arbitration shall be initiated in Boston, Massachusetts , United States of America, and you and we agree to submit to the personal jurisdiction of any court in Boston, Massachusetts, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

16.2 Limitations to this Agreement to Arbitrate

Section 16 (Arbitration and Class Action Waiver) shall be limited as follows:

  1. Intellectual Property Claims

    Notwithstanding the parties' decision to resolve all disputes through arbitration, either Party may bring an action on an individual (not class or representative action) basis in state or federal court or in the U.S. Patent and Trademark Office to protect its patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights.


  2. Small Claims Court

    Notwithstanding the parties' decision to resolve all disputes through arbitration, either Party may seek relief in a small claims court on an individual (not class or representative action) basis for disputes or claims within the scope of that court's jurisdiction.


  3. Governing Law

    The Terms of Service and the relationship between you and upcell shall be governed in all respects by the laws of the State of Massachusetts, without regard to its conflict of law provisions. Any claim or dispute either of us may have against the other that is not subject to arbitration must be resolved by a court located in Massachusetts (or by a small claims court located elsewhere in the United States when Section 16(b)(ii) applies). We both agree to submit to the personal jurisdiction of the courts located within Boston, Massachusetts (or a small claims court located elsewhere in the United States when Section 16(b)(ii) applies), for the purpose of litigating all such claims or disputes that are not subject to arbitration.

17.

Indemnification 

You agree to indemnify and hold harmless upcell, its directors, officers, employees, contractors and agents, and its suppliers, licensors, and service providers, from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorneys' fees and expenses (collectively, “Claims”), arising out of or in connection with: (1) Your use of the Website or Service; (2) Your breach of these Terms of Service; or (3) Your violation of any applicable law or the rights held by any third party. upcell will have the right, but not the obligation, to participate through counsel of its choice in any defense by You of any Claims as to which You are required to defend, indemnify, or hold harmless upcell. You may not settle any Claims in a manner that may impose any obligation upon upcell, without our prior written consent. The members of upcell's corporate family, and the agents, partners, employees, contractors and advertisers of them and of upcell, are third-party beneficiaries of this paragraph. Other than them, there are no other third-party beneficiaries of the Terms of Service.

  1. Other

  1. Complete Agreement and Understanding

    These Terms of Service are the entire and exclusive understanding and agreement between us and you regarding the Service, and these Terms supersede and replace any and all prior oral or written understandings or agreements between us and you regarding such topic, provided that any express modification in an Order Form shall govern and supersede any conflicting provision in these Terms.


  2. Our Relationship with You

    The relationship between you and us is that of independent contractors, and nothing in these Terms of Service shall be construed to create or imply any other relationship such as a partnership or an employer/employee or agency relationship.


  3. Assignment and Waiver

    upcell may assign these Terms at its discretion. You may not assign, sublicense or transfer these Terms (or our license grant to you herein) in whole or in part to anyone else. No waiver of any obligation or right of either party shall be effective unless, in writing, executed by the party against whom it is being enforced.

19.

Account Security

We make no representations or promises regarding security.

  • Customer users are responsible for accessing the Company network, systems, or application only through encrypted connections.

  • Customer users are responsible for maintaining up-to-date OS (operating system) patching and active antimalware on the end-user devices used to connect to the Company environment.

  • Customers are responsible for ensuring that all terminated employees have their access revoked to the Company application within 24 hours of termination.

  • Customers are required to notify Company within 72 hours of security incidents that could have implications to Company (e.g. Company application user with compromised credentials, stolen laptop of a Company user, partner network compromise including malware worm or ransomware, etc.)

  • Customer users are responsible for keeping user IDs and passwords used to access Company systems confidential at all times. Customer agrees to keep Company Intellectual Property and proprietary information confidential.

20.

Linked Services

The Service may contain links to — or even reside on — third-party websites and services that are not owned or controlled by us. The Service may sometimes make available embedded links or content from such services, such as for promotions or information hosted by a third-party website. We do not assume responsibility for any such third-party websites, services or content. If you view, access or otherwise interact with any such websites, services or content, you do so at your own risk and you agree that we have no liability arising from such access.

21.

Termination

In addition to any other remedies it may have, either party may terminate this Agreement effective immediately, if the other party materially breaches any of the terms or conditions of this Agreement and fails to cure such material breach within thirty (30) days of its receipt of a written notice identifying the breach in reasonable detail (or ten (10) days in the case of non-payment). In addition, (a) for paid subscriptions, we may terminate this Agreement for convenience by providing You at least thirty (30) days' prior written notice; and (b) for unpaid accounts only, either party may terminate this Agreement, effective immediately, by providing the other party written notice. For paid subscriptions, Customer will pay in full for the Service up to and including the last day on which the Service is provided.

Legal notices (including but not limited to termination notices) must be sent to legal@upcell.io or upcell, 10 Common Street, Walpole MA 02081, PO Box 212. We will send legal notices to You via a method of our choosing that is reasonably intended to provide such notice to You, including without limitation via the Service or to the email or other address You have provided to us.

If this Agreement terminates, you will no longer be authorized to access the Website or Services. Sections 7-10, 13-17 and 20-21 of the Agreement will survive termination.

22.

Severability

If any provision of these Terms is determined by a court to be invalid, illegal, or unenforceable, that determination will not affect the validity or enforceability of the remaining provisions of the Terms, and each provision shall be considered as separate, severable and distinct from each other.

  1. Force Majeure

Neither party to these terms will be deemed responsible or liable for its failure to perform or delay in performance under these Terms (or any Order Form) where such delay or failure is beyond its control, such as where caused by strikes or labor disputes, internet or telecommunications failures, shortages of or inability to obtain labor, energy, or supplies, war, terrorism, riot, acts of God or governmental action, natural disasters including floods, earthquakes and hurricanes, acts by hackers or other malicious third parties and problems with the Internet generally, and such performance shall be excused to the extent that it is prevented or delayed by reason of any of the foregoing.

24. Signatures

In witness whereof, you and upcell, LLC (the “Author”) have executed this binding legal agreement and you accept the Terms of Service listed here, as of the date of signing (the “Effective Date”), or otherwise stated dates outlined on an executed Order Form