Terms & Conditions
upkū inc. End User License Agreement (EULA)
This End User License Agreement ( “Agreement” or “Standard EULA”) sets the binding terms between upkū Inc. (“Licensor” “upkū” “us” or “we”) and you, the end user of its mobile payment platform (collectively, the “App” or “Licensed Application”).
Subject to this Agreement, upkū hereby grants you a limited, non-exclusive and non-transferable license to download, install, access and use the App.
This App is our proprietary work. Copying, modifying, translating, adapting, deriving, reverse engineering, decompiling, decoding and any other clever way of unwrapping all or any part of the work without permission is prohibited. You will not rebrand, claim it as your own work, sell, license, lend, rent, nor obscure any trademark. You will not utilize the App to violate any applicable law or bylaw, such as alcohol sales restrictions, money laundering, or other unspeakables. If you are unsure if your use is permitted, contact us and your local bylaw departments. Occasionally, we will produce work which will be made open-source, these will have their own general public license, and we will encourage you to use them. If by any measure, the restriction conflicts with a higher law, such higher law will be complied with.
Use of Data
You agree that we may collect information about your usage, so as we can make product improvement, provide support, and offer other services to you. For your benefit, we may ask and display information about you to our restaurant partner which may include your name, profile picture, medical information such as food sensitivities, and allergies, dietary restrictions, to all of which you have personally chosen to share with us in order to share with the restaurants. We will never sell any personal information explicitly about you, EVER. We will do our best to ensure your privacy is within your control, and you can decide if and how you share your personal information.
Reservation of Rights
You acknowledge that the App is licensed, not sold to you. upkū reserves all rights in and to the App. You do not own any part of the App under this Agreement. upkū and its service providers reserve and retain all copyrights, trademarks, and other intellectual property rights, except otherwise as explicitly granted to you. If you submit comments, suggestions, or other feedback regarding the App (“Feedback”), you are granting us to use such Feedback. The word “upkū” the “upkū” logos and all associated marks and logos displayed within the App are our trademarks.
This EULA is effective until terminated by you or us, and or if you are no longer in compliance.
Third Party Establishments
The App enables you to make purchases and to settle payment with restaurants, bars, and other third party services (“Establishment”). These payment may be for individual, and or as a “split” or “shared” Transaction with other users who may or may not be on the platform. You acknowledge that all Transactions are ultimately between you and the Establishments. upkū is not responsible for examining or evaluating the quality, or any other aspect of products or services of any of our partner Establishments. We will work with both party to ensure a smooth transaction, and make avail ourselves to aid in that goal should both party wish.
Disputed Charges and Charge-Back will be evaluated on a case by case basis, and handle in the fairest way possible. Malicious, abusive, or suspicious activities may result in corrective actions, termination, and prohibition of your use of our product.
upkū is a technology provider. We are not a bank, credit union, payment processor or other financial institution. Transactions are processed via a Payment Processor. By processing a Transaction via the App, you authorize the Payment Vendor to charge your credit card or other payment method. Transactions processed via the App may also be subject to the terms and conditions of the applicable Payment Vendor.
A message from the App Stores
Apple, Inc., Google Inc. and other App Store Providers would like us to acknowledge that this Agreement is between you and upkū, and not with Apple, Inc. (“Apple”), Google Inc. (“Google”) or any sponsor or provider of any application marketplace (each an “App Store Provider”), and that upkū (not the applicable App Store Provider) is responsible for the App.
You acknowledge that App Store Provider have no obligation whatsoever to furnish any maintenance and support services with respect to the App or for addressing any claims relating thereto or your possession and/or use thereof, including, but not limited to (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. You further acknowledge that App Store Providers have no responsibility for the investigation, defense, settlement or discharge of any third party intellectual property claims that the App or your use thereof infringes intellectual property rights.
If you are using the App on any iOS-based device, this license is granted to you only as permitted by and subject to any applicable Usage Rules set forth in the Apple App Store Terms and Conditions and Apple and its subsidiaries are third party beneficiaries. Upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary hereof. If you are using the App on any Android-based device, this license is granted to you only as permitted by and subject to any applicable Android Market Terms of Service established by Google.
The use of the app is at your sole risk, provided to you as is, without warranty of any kind, unless your jurisdiction prohibit such exclusion of implied warranties, in which case, you may not use the app.
Limitation of Liability
To the extent not prohibited by law, in no event shall our total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of the total transaction value associated, or fifty dollar ($50) if none is determined.
Maintenance & Upgrades
Scheduled system maintenance, product updates, patches, bug fixes and oher correction shall take place from time to time, and during such times, the App or elements thereof may be unavailable. Emergency maintenance may be required at other times in the event of system failure. You specifically acknowledge that outage and downtime may occur. If the App is down when you attempt to complete a Transaction, you must make alternative arrangements to pay the Establishment. Upgrades may also modify or delete in their entirety certain features or functionality. You agree that upkū has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on the settings of your mobile device, when your device is connected to the Internet, the App may automatically download and install available Updates, or you will be prompted to download an install available Updates. You acknowledge that the App or any of its features may not operate properly if you fail to install Updates and upkū may, in its sole discretion, cease supporting prior versions of the App after an Update is made available. You further agree that all Updates will be deemed part of the App and subject to the terms of this Agreement.
You consent to receive communications, this may include commercial communications (whether by phone, email or text) from upkū and our third-party partners, which may include Establishments, our agents, and other third parties. You acknowledge and agree that your primary phone numbers and email addresses and other information may be used for the purpose of initiating commercial messages. Your consent to receipt of such messages is not, and will not be, a condition to any purchase. If at any time you change your mind regarding your consent to such messages, you must Contact Us you may opt out of receiving messages that are primarily commercial in nature, but in order to stop receiving all messages from upkū (including messages related to Transactions and your account), you will need to terminate your account. If the App enables you to send or receive SMS messages, standard text messaging rates or other carrier charges may apply to such use.
upkū may send you “push notifications” if your device supports such communications. By downloading the App and clicking to allow push notifications, you “opt-in” to receive these push notifications via the App, including notifications that contain commercial messages from upkū and our third-party partners. Should you wish to stop receiving push notifications via the App, you may turn off these notifications through the applicable settings on your device. Push notification is used to alert you of your order status, changes, and communication with you of our products and services.
Between You and an Establishment or other User. You are solely responsible for your interactions and Transactions with Establishments or other users of the App. You hereby agree to look solely to such Establishments and other users for any claim, damage or liability associated with any Transaction commissioned via the App and expressly waive and release upkū from any and all claims, damages and liabilities arising out of any act or omission of any Establishment, other user or third party.
Export and Other Restrictions
The Licensed Application delivered to You under this Agreement is subject to Canadian and U.S. export control laws and regulations and may also be subject to import and export laws of the jurisdiction in which it was accessed, used, or obtained, if outside the United States and Canada. You may not use or otherwise export or re-export the Licensed Application except as authorized by the laws of the jurisdiction in which the Licensed Application was obtained. In particular, but without limitation, the Licensed Application may not be exported or re-exported (a) into any U.S.-embargoed countries or (b) to anyone on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Licensed Application, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons.
The Licensed Application and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
Governing Law and Venue. This Agreement will be governed and construed in all respects by the laws of the Province of Ontario without regard to its conflict of laws and provisions, and the federal laws of Canada applicable therein. You and upkū agree to submit to the exclusive jurisdiction of the Ontario Superior Court of Justice located within the City of Ottawa, Ontario Canada, to resolve any legal matter arising from this Agreement.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. Any headings are provided for convenience only. You may not assign this Agreement or any of your rights or obligations hereunder, but upkū may assign this Agreement and any of its rights and obligations hereunder and this Agreement shall inure to the benefit of and is binding on upkū’s respective successors and permitted assigns. The failure of upkū to exercise or enforce any right under this Agreement shall not constitute a waiver of such right. All rights and remedies granted to upkū are cumulative and not alternate. If any provision of this Agreement is found invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining terms and conditions of this Agreement, and the parties shall substitute a valid provision that most nearly approximates the intent and economic effect of the invalid or unenforceable one.
Please contact us at [email protected] if you have any questions regarding this Agreement. You may also send mail to upkū inc, 8 Byward Market Square, Ottawa, ON, K1N 7A1.